8-K

________________________________________________________________________________________________________________________________________________

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

__________________________

FORM 8-K

__________________________

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): August 7, 2013

__________________________

RealNetworks, Inc.

(Exact name of registrant as specified in its charter)

__________________________

WASHINGTON	0-23137	91-1628146
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

2601 Elliott Avenue, Suite 1000

Seattle, Washington 98121

(Address of principal executive offices) (Zip code)

(206) 674-2700

Registrant’s telephone number, including area code

Not Applicable

(Former name or former address if changed since last report)

__________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

___________________________________________________________________________________________________________________

Item 2.02.     Results of Operations and Financial Condition.

On August 7, 2013, RealNetworks, Inc. announced its financial results for the second quarter ended June 30, 2013. The full text of the press release is furnished as Exhibit 99.1 hereto.

Furnished as Exhibit 99.2 hereto is additional information regarding non-GAAP financial measures included in certain public disclosures of RealNetworks, including its second quarter 2013 financial results press release.

The information set forth in this Item 2.02 shall not be deemed “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item  9.01. Financial Statements and Exhibits.

(d) Exhibits.

Pursuant to the rules and regulations of the SEC, the attached exhibits are deemed to have been furnished to, but not filed with, the SEC.

Exhibit No.	Description
99.1	Press Release of RealNetworks, Inc. dated August 7, 2013
99.2	Information Regarding Non-GAAP Financial Measures

2

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

REALNETWORKS, INC.
By:	/ S /    Tim M. Wan
	Tim M. Wan
	Senior Vice President, Chief Financial Officer and Treasurer

Dated: August 7, 2013

3

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press Release issued by RealNetworks, Inc. dated August 7, 2013
99.2	Information Regarding Non-GAAP Financial Measures

4

EX-99.1

Exhibit 99.1

REALNETWORKS ANNOUNCES SECOND QUARTER 2013 RESULTS

SEATTLE - August 7, 2013 - RealNetworks, Inc. (Nasdaq: RNWK) today announced results for the second quarter ended June 30, 2013.

Financial Summary

• Revenue of $49.9 million

• Net loss of $(18.5) million or $(0.52) per share

• Adjusted EBITDA of $(5.8) million

• Cash and short-term investments of $236.7 million as of June 30, 2013

Recent Announcements

• On August 1, launched GameHouse Casino Plus, the first social casino game to use a sweepstakes offering U.S. consumers real cash prizes

• Acquired iconic Slingo, Inc. for $15.6 million, creator of a highly popular social casino game that combines bingo and slots

• Unveiled plans for a new Seattle headquarters facility, with expected annual cash savings of over $7.0 million as compared to current facility

"We are making good progress on our plan to revitalize RealNetworks," said Rob Glaser, Chairman and interim CEO of RealNetworks. "Last week's launch of GameHouse Casino Plus with the Golden Dreams Sweepstakes, the first social casino game to offer consumers a chance to win large cash prizes, was a major step forward in our program to introduce compelling and innovative new products and services. We think that Casino Plus, along with other new products that we will be rolling out this year, will set the stage to return RealNetworks to growth. There is still much work to be done and it will take time, but we will continue to push forward towards the goal of sustainable growth and profitability."

Second Quarter Results

For the second quarter of 2013, revenue was $49.9 million, a sequential decrease of 12% from the first quarter of 2013, and a decrease of 24% compared with the second quarter of 2012. Revenue trends in each of RealNetworks' businesses in the second quarter of 2013 compared with the year-earlier quarter were: a 17% decrease in RealPlayer Group revenue to $18.4 million, a 29% decrease in Mobile Entertainment revenue to $18.6 million and a 26% decrease in Games revenue to $12.9 million.

Net loss for the second quarter of 2013 was $(18.5) million, or $(0.52) per share, compared with net income of $81.0 million, or $2.32 per diluted share, in the second quarter of 2012, which included the net gain on the sale of patent assets to Intel Corp. of $117.9 million.

Adjusted EBITDA loss for the second quarter of 2013 was $(5.8) million, compared with an adjusted EBITDA loss of $(6.5) million for the second quarter of 2012. A reconciliation of GAAP operating income (loss) to adjusted EBITDA is provided in the financial tables that accompany this release.

As of June 30, 2013, RealNetworks had $236.7 million in unrestricted cash, cash equivalents and short-term investments compared with $271.4 million as of December 31, 2012, of which approximately $42.3 million was held in foreign jurisdictions. In addition, RealNetworks had $46.2 million in restricted cash and available-for-sale securities as of June 30, 2013, compared with $44.3 million as of December 31, 2012.

Segment Operating Results

			2013			2013			2012
			Q2			Q1			Q2
			(in thousands)
Revenue
	RealPlayer Group		$	18,383		$	22,383		$	22,158
	Mobile Entertainment		18,592			20,495			26,005
	Games		12,875			13,915			17,363
	Corporate		—			—			—
		Total	$	49,850		$	56,793		$	65,526
Operating Income (loss)
	RealPlayer Group		$	(27	)	$	866		$	4,639
	Mobile Entertainment		(990		)	552			(2,721		)
	Games		(2,261		)	(1,737		)	(2,068		)
	Corporate		(13,226		)	(11,107		)	104,318
		Total	$	(16,504	)	$	(11,426	)	$	104,168
Adjusted EBITDA
	RealPlayer Group		$	470		$	1,331		$	5,087
	Mobile Entertainment		694			3,382			(409		)
	Games		(1,315		)	(1,154		)	(1,385		)
	Corporate		(5,602		)	(6,568		)	(9,802		)
		Total	$	(5,753	)	$	(3,009	)	$	(6,509	)

Business Outlook

For the third quarter of 2013, RealNetworks expects total revenue of $47.0 million to $50.0 million, with all segments flat to declining sequentially and declining year over year. We expect adjusted EBITDA for the quarter to be a loss of $(8.0) million to $(11.0) million.

The foregoing forward-looking statements reflect RealNetworks' expectations as of August 7, 2013. It is not RealNetworks' general practice to update these forward-looking statements until its next quarterly results announcement.

Webcast and Conference Call Information

The company will host an audio Webcast conference call to review results and discuss the company's operations for the second quarter at5:00 p.m. ET on August 7. The Webcast will be available at: http://investor.realnetworks.com

The on-demand Webcast will be available beginning approximately two hours following the conclusion of the live Webcast.

Conference Call Details

5 p.m. ET / 2 p.m. PT

Dial in:

888-790-3162 Domestic

415-228-4854 International

Passcode: Second Quarter Earnings

Leader: Rob Glaser

Telephonic replay will be available until 8 p.m. ET, August 21, 2013.

Replay dial in:

888-566-0411 Domestic

203-369-3041 International

RNWK-F

For More Information

Tim Wan, 206-892-6604, or ir@realnetworks.com

About RealNetworks

RealNetworks creates innovative applications and services that make it easy to connect with and enjoy digital media. RealNetworks invented the streaming media category in 1995 and continues to connect consumers with their digital media both directly and through partners, aiming to support every network, device, media type and social network. RealNetworks' corporate information is located at http://www.realnetworks.com/about-us

RealNetworks, RealPlayer and GameHouse are trademarks or registered trademarks of RealNetworks, Inc. or its subsidiaries. All other companies or products listed herein are trademarks or registered trademarks of their respective owners.

About Non-GAAP Financial Measures

To supplement RealNetworks' consolidated financial information presented in accordance with GAAP in this press release, the company also discloses certain non-GAAP financial measures, including adjusted EBITDA and adjusted EBITDA by reportable segment, which management believes provide investors with useful information.

In the financial tables of our earnings press release, RealNetworks has included reconciliations of GAAP operating income (loss) to adjusted EBITDA and to adjusted EBITDA by reportable segment.

The rationale for management's use of non-GAAP measures is included in the supplementary materials presented with the second quarter earnings materials. Please refer to Exhibit 99.2 (“Information Regarding Non-GAAP Financial Measures”) to the company's report on Form 8-K, which is being submitted today to the SEC.

Forward-Looking Statements

This press release contains forward-looking statements that involve risks and uncertainties, including statements relating to RealNetworks' current expectations regarding future revenue and adjusted EBITDA, its plans to attain growth and profitability and undertake certain strategic initiatives, and expected savings from its headquarters relocation. All statements contained in this press release that do not relate to matters of historical fact should be considered forward-looking statements. Actual results may differ materially from the results predicted. Factors that could cause actual results to differ from the results predicted include: RealNetworks' ability to realize operating efficiencies, growth and other benefits from the implementation of its growth plan,

strategic initiatives, and restructuring efforts; the emergence of new entrants and competition in the market for digital media products and services; other competitive risks, including the growth of competing technologies, products and services; the potential outcomes and effects of claims and legal proceedings on RealNetworks' business, prospects, financial condition or results of operations; risks associated with key customer or strategic relationships, business acquisitions and the introduction of new products and services; changes in consumer and advertising spending in response to disruptions in the global financial markets; fluctuations in foreign currencies; and changes in RealNetworks' effective tax rate. More information about potential risk factors that could affect RealNetworks' business and financial results is included in RealNetworks' annual report on Form 10-K for the most recent year ended December 31, its quarterly reports on Form 10-Q and in other reports and documents filed by RealNetworks from time to time with the Securities and Exchange Commission. The preparation of RealNetworks' financial statements and forward-looking financial guidance requires the company to make estimates and assumptions that affect the reported amount of assets and liabilities, and revenues and expenses during the reported period.  Actual results may differ materially from these estimates under different assumptions or conditions. The company assumes no obligation to update any forward-looking statements or information, which are in effect as of their respective dates.

RealNetworks, Inc. and Subsidiaries

Condensed Consolidated Statements of Operations

(Unaudited)

	Quarters Ended June 30,						Six Months Ended June 30,
	2013			2012			2013			2012
	(in thousands, except per share data)
Net revenue	$	49,850		$	65,526		$	106,643		$	132,490
Cost of revenue	19,519			25,962			40,025			53,389
Gross profit	30,331			39,564			66,618			79,101
Sale of patents and other technology assets, net of costs (A)	—			117,933			—			116,353
Operating expenses:
Research and development	14,993			16,028			30,244			33,846
Sales and marketing	19,269			22,694			40,403			46,490
General and administrative	8,691			13,068			18,637			26,344
Restructuring and other charges	816			1,539			2,198			3,148
Lease exit and related charges	3,066			—			3,066			—
Total operating expenses	46,835			53,329			94,548			109,828
Operating income (loss)	(16,504		)	104,168			(27,930		)	85,626
Other income (expenses):
Interest income, net	179			225			826			869
Gain (loss) on sale of equity and other investments, net	—			3,078			—			3,078
Equity in net loss of Rhapsody investment	(1,347		)	(2,114		)	(3,580		)	(2,482		)
Other income (expense), net	(137		)	(49		)	(28		)	1,426
Total other income (expense), net	(1,305		)	1,140			(2,782		)	2,891
Income (loss) before income taxes	(17,809		)	105,308			(30,712		)	88,517
Income tax expense (benefit)	662			24,311			(567		)	24,535
Net income (loss)	$	(18,471	)	$	80,997		$	(30,145	)	$	63,982
Basic net income (loss) per share	$	(0.52	)	$	2.33		$	(0.85	)	$	1.85
Diluted net income (loss) per share	$	(0.52	)	$	2.32		$	(0.85	)	$	1.83
Shares used to compute basic net income (loss) per share	35,455			34,752			35,399			34,620
Shares used to compute diluted net income (loss) per share	35,455			34,900			35,399			34,914
(A) On April 5, 2012, RealNetworks completed the sale of certain patents and other technology assets to Intel for a cash purchase of $120.0 million.

RealNetworks, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(Unaudited)

	June 30, 2013		December 31, 2012
	(in thousands)
ASSETS
Current assets:
Cash and cash equivalents	$	129,210	$	163,198
Short-term investments	107,536		108,216
Trade accounts receivable, net	25,700		30,754
Deferred costs, current portion	485		825
Deferred tax assets - current	3,845		2,869
Prepaid expenses and other current assets	9,452		17,002
Total current assets	276,228		322,864
Equipment, software, and leasehold improvements, at cost:
Equipment and software	94,231		98,041
Leasehold improvements	22,740		22,767
Total equipment, software, and leasehold improvements	116,971		120,808
Less accumulated depreciation and amortization	92,342		91,492
Net equipment, software, and leasehold improvements	24,629		29,316
Restricted cash equivalents and investments	10,000		10,000
Equity method investment	15,344		19,204
Available for sale securities	36,156		34,334
Other assets	3,262		3,153
Deferred costs, non-current portion	1,300		531
Deferred tax assets, net, non-current portion	1,534		4,911
Other intangible assets, net	9,783		3,275
Goodwill	15,984		6,309
Total assets	$	394,220	$	433,897
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	18,600	$	19,013
Accrued and other current liabilities	47,972		57,530
Deferred revenue, current portion	7,987		8,675
Total current liabilities	74,559		85,218
Deferred revenue, non-current portion	191		169
Deferred rent	441		2,250
Deferred tax liabilities, net, non-current portion	3,194		432
Other long-term liabilities	492		3,100
Total liabilities	78,877		91,169
Shareholders' equity	315,343		342,728
Total liabilities and shareholders' equity	$	394,220	$	433,897

RealNetworks, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(Unaudited)

	Six Months Ended June 30,
	2013			2012
	(in thousands)
Cash flows from operating activities:
Net income (loss)	$	(30,145	)	$	63,982
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Depreciation and amortization	9,874			8,162
Stock-based compensation	4,058			4,065
Equity in net loss of Rhapsody	3,580			2,482
Deferred income taxes, net	(1,668		)	22,496
Gain on sale of patent and other technology assets, net of costs	—			(116,353		)
Gain on sale of equity and other investments, net	—			(3,078		)
Realized translation gain	(35		)	(1,611		)
Other	51			(79		)
Net change in certain operating assets and liabilities	1,400			2,493
Net cash provided by (used in) operating activities	(12,885		)	(17,441		)
Cash flows from investing activities:
Purchases of equipment, software, and leasehold improvements	(3,181		)	(4,989		)
Proceeds from sale of patents and other technology assets, net of costs	—			116,353
Proceeds from sale of equity and other investments	—			4,165
Purchases of short-term investments	(70,647		)	(18,637		)
Proceeds from sales and maturities of short-term investments	71,327			13,970
Decrease (increase) in restricted cash equivalents and investments, net	—			(5		)
Acquisitions of businesses, net of cash acquired	(16,107		)	—
Net cash provided by (used in) investing activities	(18,608		)	110,857
Cash flows from financing activities:
Proceeds from issuance of common stock (stock options and stock purchase plan)	392			1,221
Tax payments from shares withheld upon vesting of restricted stock	(800		)	(884		)
Payment of contingent consideration	(828		)	—
Net cash provided by (used in) financing activities	(1,236		)	337
Effect of exchange rate changes on cash and cash equivalents	(1,259		)	(546		)
Net increase (decrease) in cash and cash equivalents	(33,988		)	93,207
Cash and cash equivalents, beginning of period	163,198			106,333
Cash and cash equivalents, end of period	$	129,210		$	199,540

RealNetworks, Inc. and Subsidiaries

Supplemental Financial Information

(Unaudited)

	2013				2012
	Q2		Q1		Q4		Q3		Q2		Q1
	(in thousands)
Net Revenue by Line of Business
RealPlayer Group (A)	$	18,383	$	22,383	$	25,838	$	21,392	$	22,158	$	22,081
Mobile Entertainment (B)	18,592		20,495		25,718		22,820		26,005		25,775
Games (C)	12,875		13,915		15,708		14,876		17,363		19,108
Total net revenue	$	49,850	$	56,793	$	67,264	$	59,088	$	65,526	$	66,964
Net Revenue by Product
RealPlayer Group
- License (D)	$	6,766	$	8,332	$	10,956	$	6,757	$	8,334	$	7,733
- Subscriptions (E)	4,193		4,924		6,192		7,056		6,810		7,601
- Media Properties (F)	7,424		9,127		8,690		7,579		7,014		6,747
Mobile Entertainment
- SaaS (G)	17,002		18,674		22,793		20,696		23,286		23,464
- Systems Integration / Professional Services (H)	300		291		1,295		247		965		426
- Technology License & Other (I)	1,290		1,530		1,630		1,877		1,754		1,885
Games
- License (J)	4,089		5,249		5,222		5,136		6,053		7,587
- Subscriptions (K)	5,980		6,312		6,876		6,952		7,536		8,170
- Media Properties (L)	2,806		2,354		3,610		2,788		3,774		3,351
Total net revenue	$	49,850	$	56,793	$	67,264	$	59,088	$	65,526	$	66,964
Net Revenue by Geography
United States	$	21,463	$	28,024	$	28,315	$	29,101	$	28,614	$	31,814
Rest of world	28,387		28,769		38,949		29,987		36,912		35,150
Total net revenue	$	49,850	$	56,793	$	67,264	$	59,088	$	65,526	$	66,964
Net Revenue by Line of Business
(A) The RealPlayer Group primarily includes revenue from RealPlayer and related products, such as the distribution of third-party software products, advertising on RealPlayer websites, and sales of RealPlayer Plus software licenses to consumers, sales of intellectual property licenses, and consumer subscriptions such as SuperPass.
(B) The Mobile Entertainment division primarily includes revenue from SaaS services, system integration, and professional services to mobile carriers, and sales of technology licenses of our software products such as Helix.
(C) The Games division primarily includes revenue from sales of games licenses, online games subscription services, advertising on games sites and social network sites, microtransactions from online and social games, and sales of mobile games.
Net Revenue by Product
(D) Licensing revenue within the RealPlayer Group includes sales of RealPlayer Plus software licenses to consumers and sales of intellectual property licenses.
(E) Subscriptions revenue within the RealPlayer Group includes revenue from subscriptions such as SuperPass.
(F) Media Properties revenue within the RealPlayer Group includes distribution of third-party software products and advertising on RealPlayer websites.
(G) SaaS revenue within Mobile Entertainment includes revenue from music on demand, video on demand, ringtones, ringback tones, and intercarrier messaging services provided to network services providers who are largely mobile phone networks.
(H) Systems Integration / Professional Services revenue within Mobile Entertainment includes professional services, other than those associated with software sales, provided to mobile carriers.
(I) Licensing revenue within Mobile Entertainment includes revenue from Helix-related products.
(J) Licensing revenue within Games includes retail games-related revenue, microtransactions from online and social games and sales of mobile games.
(K) Subscriptions revenue within Games includes revenue from online games subscriptions.
(L) Media Properties revenue within Games includes distribution of third-party software products and advertising on games sites and social network sites.

RealNetworks, Inc. and Subsidiaries

Segment Results of Operations

(Unaudited)

	2013						2012			2013			2012
	Q2			Q1			Q2			YTD			YTD
	(in thousands)
RealPlayer Group
Net revenue	$	18,383		$	22,383		$	22,158		$	40,766		$	44,239
Cost of revenue	4,409			5,311			4,727			9,720			9,291
Gross profit	13,974			17,072			17,431			31,046			34,948
Gross margin	76		%	76		%	79		%	76		%	79		%
Operating expenses	14,001			16,206			12,792			30,207			28,767
Operating income (loss)	$	(27	)	$	866		$	4,639		$	839		$	6,181
Adjusted EBITDA	$	470		$	1,331		$	5,087		$	1,801		$	7,072
Mobile Entertainment
Net revenue	$	18,592		$	20,495		$	26,005		$	39,087		$	51,780
Cost of revenue	11,170			10,832			14,875			22,002			30,353
Gross profit	7,422			9,663			11,130			17,085			21,427
Gross margin	40		%	47		%	43		%	44		%	41		%
Operating expenses	8,412			9,111			13,851			17,523			28,655
Operating income (loss)	$	(990	)	$	552		$	(2,721	)	$	(438	)	$	(7,228	)
Adjusted EBITDA	$	694		$	3,382		$	(409	)	$	4,076		$	(2,486	)
Games
Net revenue	$	12,875		$	13,915		$	17,363		$	26,790		$	36,471
Cost of revenue	3,381			3,800			5,630			7,181			12,343
Gross profit	9,494			10,115			11,733			19,609			24,128
Gross margin	74		%	73		%	68		%	73		%	66		%
Operating expenses	11,755			11,852			13,801			23,607			27,939
Operating income (loss)	$	(2,261	)	$	(1,737	)	$	(2,068	)	$	(3,998	)	$	(3,811	)
Adjusted EBITDA	$	(1,315	)	$	(1,154	)	$	(1,385	)	$	(2,469	)	$	(2,469	)
Corporate
Net revenue	$	—		$	—		$	—		$	—		$	—
Cost of revenue	559			563			730			1,122			1,402
Gross profit	(559		)	(563		)	(730		)	(1,122		)	(1,402		)
Gross margin	N/A			N/A			N/A			N/A			N/A
Gain on sale of patents and other technology assets, net of costs	—			—			117,933			—			116,353
Operating expenses	12,667			10,544			12,885			23,211			24,467
Operating income (loss)	$	(13,226	)	$	(11,107	)	$	104,318		$	(24,333	)	$	90,484
Adjusted EBITDA	$	(5,602	)	$	(6,568	)	$	(9,802	)	$	(12,170	)	$	(16,043	)
Total
Net revenue	$	49,850		$	56,793		$	65,526		$	106,643		$	132,490
Cost of revenue	19,519			20,506			25,962			40,025			53,389
Gross profit	30,331			36,287			39,564			66,618			79,101
Gross margin	61		%	64		%	60		%	62		%	60		%
Gain on sale of patents and other technology assets, net of costs	—			—			117,933			—			116,353
Operating expenses	46,835			47,713			53,329			94,548			109,828
Operating income (loss)	$	(16,504	)	$	(11,426	)	$	104,168		$	(27,930	)	$	85,626
Adjusted EBITDA	$	(5,753	)	$	(3,009	)	$	(6,509	)	$	(8,762	)	$	(13,926	)

RealNetworks, Inc. and Subsidiaries

Reconciliation of segment GAAP operating income (loss) to adjusted EBITDA by segment

(Unaudited)

	2013						2012			2013			2012
	Q2			Q1			Q2			YTD			YTD
	(in thousands)
RealPlayer Group
Reconciliation of segment GAAP operating income (loss) to adjusted EBITDA by segment:
Operating income (loss)	$	(27	)	$	866		$	4,639		$	839		$	6,181
Acquisitions related intangible asset amortization	62			67			79			129			158
Depreciation and amortization	435			398			369			833			733
Adjusted EBITDA	$	470		$	1,331		$	5,087		$	1,801		$	7,072
Mobile Entertainment
Reconciliation of segment GAAP operating income (loss) to adjusted EBITDA by segment:
Operating income (loss)	$	(990	)	$	552		$	(2,721	)	$	(438	)	$	(7,228	)
Acquisitions related intangible asset amortization	638			813			786			1,451			1,588
Depreciation and amortization	1,046			2,017			1,526			3,063			3,154
Adjusted EBITDA	$	694		$	3,382		$	(409	)	$	4,076		$	(2,486	)
Games
Reconciliation of segment GAAP operating income (loss) to adjusted EBITDA by segment:
Operating income (loss)	$	(2,261	)	$	(1,737	)	$	(2,068	)	$	(3,998	)	$	(3,811	)
Acquisitions related intangible asset amortization	230			21			207			251			416
Depreciation and amortization	716			562			476			1,278			926
Adjusted EBITDA	$	(1,315	)	$	(1,154	)	$	(1,385	)	$	(2,469	)	$	(2,469	)
Corporate
Reconciliation of segment GAAP operating income (loss) to adjusted EBITDA by segment:
Operating income (loss)	$	(13,226	)	$	(11,107	)	$	104,318		$	(24,333	)	$	90,484
Other income (expense), net	(137		)	109			(49		)	(28		)	1,426
Depreciation and amortization	1,859			1,010			601			2,869			1,187
Restructuring and other charges	816			1,382			1,539			2,198			3,148
Stock-based compensation	2,020			2,038			1,722			4,058			4,065
Gain on sale of patents and other technology assets, net of costs	—			—			(117,933		)	—			(116,353		)
Lease exit and related charges	3,066			—			—			3,066			—
Adjusted EBITDA	$	(5,602	)	$	(6,568	)	$	(9,802	)	$	(12,170	)	$	(16,043	)
Total
Reconciliation of GAAP operating income (loss) to adjusted EBITDA:
Operating income (loss)	$	(16,504	)	$	(11,426	)	$	104,168		$	(27,930	)	$	85,626
Other income (expense), net	(137		)	109			(49		)	(28		)	1,426
Acquisitions related intangible asset amortization	930			901			1,072			1,831			2,162
Depreciation and amortization	4,056			3,987			2,972			8,043			6,000
Lease exit and related charges	3,066			—			—			3,066			—
Restructuring and other charges	816			1,382			1,539			2,198			3,148
Stock-based compensation	2,020			2,038			1,722			4,058			4,065
Gain on sale of patents and other technology assets, net of costs	—			—			(117,933		)	—			(116,353		)
Adjusted EBITDA	$	(5,753	)	$	(3,009	)	$	(6,509	)	$	(8,762	)	$	(13,926	)

EX-99.2

EXHIBIT 99.2

About Non-GAAP Financial Measures

To supplement RealNetworks’ condensed consolidated financial statements presented in accordance with GAAP, the Company presents investors with certain non-GAAP financial measures, including adjusted EBITDA and adjusted EBITDA by reportable segment. Adjusted EBITDA and adjusted EBITDA by reportable segment consist of operating income (loss) and includes other income (expense) net, but excludes the impact of the following: depreciation and amortization; acquisitions-related intangible asset amortization; stock-based compensation; impairment of deferred costs; restructuring and other charges; gain on sale of patents and other technology assets, net of costs; and lease exit and related charges. Adjusted EBITDA margin is calculated as adjusted EBITDA divided by revenue.

RealNetworks believes that the presentation of adjusted EBITDA and adjusted EBITDA by reportable segment provide important supplemental information to management and investors regarding financial and business trends relating to the Company’s financial condition and results of operations. Management believes that the use of these non-GAAP financial measures provides consistency and comparability with RealNetworks’ past financial reports, and also facilitates comparisons with other companies in the Company’s industry, many of which use similar non-GAAP financial measures to supplement their GAAP results. Management has historically used these non-GAAP measures when evaluating operating performance because the inclusion or exclusion of the items described above provides additional useful measures of the Company’s operating results and facilitates comparisons of the Company’s core operating performance against prior periods and its business model objectives. The Company has chosen to provide this information to investors in order to enable them to perform additional analyses of past, present and future operating performance, to enable them to compare RealNetworks with other companies, and as a supplemental means to evaluate the Company’s ongoing operations. Externally, the Company believes that adjusted EBITDA is useful to investors in their assessment of RealNetworks’ operating performance and the valuation of the Company.

Internally, adjusted EBITDA and adjusted EBITDA by reportable segment are significant measures used by management for purposes of:

• supplementing the financial results and forecasts reported to the Company’s board of directors;

• evaluating the operating performance of RealNetworks, which includes direct and incrementally controllable revenue and costs of operations but excludes items considered by management to be non-cash or non-operating such as interest income and expense, stock-based compensation, tax expense, depreciation and amortization, impairment of deferred costs and long-lived assets, and other items that are not within management’s control;

• managing and comparing performance internally across the Company’s businesses and externally against the Company’s peers;

• establishing internal operating budgets; and

• evaluating and valuing potential acquisition candidates.

Adjusted EBITDA and adjusted EBITDA by reportable segment are not calculated in accordance with GAAP, and should be considered supplemental to, and not as a substitute for, or superior to, financial measures calculated in accordance with GAAP. Non-GAAP financial measures have limitations in that they do not reflect all of the costs associated with the operations of RealNetworks’ business as determined in accordance with GAAP. As a result, you should not consider these measures in isolation or as a substitute for analysis of RealNetworks’ results as reported under GAAP. The Company expects to continue to incur expenses similar to the non-GAAP adjustments described above, and exclusion of these items from its non-GAAP financial measures should not be construed as an inference that these costs are unusual or infrequent. Some of the limitations in relying on the Company’s non-GAAP financial measures are that adjusted EBITDA and adjusted EBITDA by reportable segment are measures that the Company has defined for internal and investor purposes and are not in accordance with GAAP. A further limitation associated with these measures is that they do not include all costs and income that impact the Company’s operating income (loss). The Company compensates for these limitations by prominently disclosing GAAP operating income (loss), which the Company believes is the most directly comparable GAAP measure, and providing investors with reconciliations from GAAP operating income (loss) to adjusted EBITDA and to adjusted EBITDA by reportable segment.

RealNetworks has included reconciliations of GAAP operating income (loss) to adjusted EBITDA and GAAP operating income (loss) by reportable segment to adjusted EBITDA by reportable segment for the relevant periods in the financial tables of its earnings press release, which is included as Exhibit 99.1 to this report.