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): May 7, 2014

__________________________

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.)

1501 First Avenue South, Suite 600

Seattle, Washington 98134

(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 May 7, 2014, RealNetworks, Inc. announced its financial results for the first quarter ended March 31, 2014. 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 first quarter 2014 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 May 7, 2014
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: May 7, 2014

3

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press Release issued by RealNetworks, Inc. dated May 7, 2014
99.2	Information Regarding Non-GAAP Financial Measures

4

EX-99.1

Exhibit 99.1

REALNETWORKS ANNOUNCES FIRST QUARTER 2014 RESULTS

• RealPlayer Cloud continues to gain traction with over 2 million accounts;

• Mobile Entertainment business launches new LISTEN™ app in US with T-Mobile Partnership;

• Continued progress in long term strategic transition and growth strategy; and

• Cash and short-term investments of $209.6 million

SEATTLE - May 7, 2014- RealNetworks, Inc. (Nasdaq: RNWK), a leader in personal digital entertainment, today announced results for the first quarter ended March 31, 2014.

For the first quarter of 2014, revenue was $45.7 million, compared to $50.6 million in the previous quarter and $56.8 million in the first quarter of 2013.

"During the first quarter of 2014, we continued to invest in laying the foundation for our future growth and profitability," said Rob Glaser, Chairman and interim CEO of RealNetworks. "We began to roll out our new RealPlayer Cloud product globally and we now have over 2 million users. RealPlayer Cloud makes it easy to watch, save and share video across every type of popular digital device.

"Our Mobile Entertainment business brought our new LISTEN™ application, our innovative ringback tone experience for iPhone and Android users, to the U.S. via a new partnership with T-Mobile. We also hired a new leader for our Games business, Atul Bali, who brings over 20 years of experience in land-based and digital gaming.”

GAAP net loss for the first quarter of 2014 was $(7.8) million or $(0.22) per diluted share, compared to $(11.7) million or $(0.33) per diluted share in the first quarter of 2013. Adjusted EBITDA for the first quarter of 2014 was a loss of $(13.9) million, compared to $(3.0) million for the first quarter of 2013. A reconciliation of GAAP operating income (loss) to adjusted EBITDA is provided in the financial tables that accompany this release.

As of March 31, 2014, the company had $209.6 million in unrestricted cash, cash equivalents and short-term investments, compared to $226.2 million as of December 31, 2013.

Business Outlook

For the second quarter of 2014, RealNetworks expects total revenue in the range of $38.0 million to $41.0 million. We expect adjusted EBITDA for the quarter to be a loss in the range of $(13.0) million to $(16.0) million.

Webcast and Conference Call Information

The company will host a conference call today to review results and discuss the company's performance at 5 p.m. ET/2 p.m. PT by calling 888-790-3440 or +1-517-308-9350 (Passcode: First Quarter Earnings). A live webcast of the call will be available at http://investor.realnetworks.com and an on-demand webcast will be available approximately one hour following the conclusion of the conference call. A telephonic replay will be available until 9 p.m. PT, May 28, 2014 by calling 800-754-7907 or +1-203-369-3824 (Passcode: 1280865)

For More Information

Michael Newman, StreetConnect

Investor Relations for RealNetworks

+1-206-729-3625

IR@realnetworks.com

RNWK-F

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 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 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, our future growth, profitability, strategic focus and initiatives. All statements contained in this press release that do not relate to matters of historical fact should be considered forward-looking statements. These statements reflect RealNetworks’ expectations as of today, and actual results may differ materially from the results predicted. Factors that could cause actual results to differ from the results predicted include: risks associated with the implementation of RealNetworks' growth plan, strategic initiatives, and restructuring efforts; its ability to successfully introduce and monetize new products and services; competitive risks, including the growth of competing technologies, products and services, and the emergence of new entrants and competition in the market; 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 March 31,
	2014			2013
	(in thousands, except per share data)
Net revenue	$	45,724		$	56,793
Cost of revenue	18,786			20,506
Extinguishment of liability	(10,580		)	—
Gross profit	37,518			36,287
Operating expenses:
Research and development	14,059			15,251
Sales and marketing	21,723			21,134
General and administrative	9,317			9,946
Restructuring and other charges	1,216			1,382
Lease exit and related charges	79			—
Total operating expenses	46,394			47,713
Operating income (loss)	(8,876		)	(11,426		)
Other income (expenses):
Interest income, net	136			647
Gain (loss) on sale of available for sale securities, net	2,371			—
Equity in net loss of Rhapsody investment	(838		)	(2,233		)
Other income (expense), net	(77		)	109
Total other income (expense), net	1,592			(1,477		)
Income (loss) before income taxes	(7,284		)	(12,903		)
Income tax expense (benefit)	486			(1,229		)
Net income (loss)	$	(7,770	)	$	(11,674	)
Basic net income (loss) per share	$	(0.22	)	$	(0.33	)
Diluted net income (loss) per share	$	(0.22	)	$	(0.33	)
Shares used to compute basic net income (loss) per share	35,840			35,343
Shares used to compute diluted net income (loss) per share	35,840			35,343

RealNetworks, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(Unaudited)

	March 31, 2014		December 31, 2013
	(in thousands)
ASSETS
Current assets:
Cash and cash equivalents	$	131,276	$	151,235
Short-term investments	78,361		74,920
Trade accounts receivable, net	25,404		24,613
Deferred costs, current portion	1,629		1,601
Deferred tax assets, current	308		306
Prepaid expenses and other current assets	10,322		9,124
Total current assets	247,300		261,799
Equipment, software, and leasehold improvements, at cost:
Equipment and software	86,585		86,721
Leasehold improvements	3,889		3,482
Total equipment, software, and leasehold improvements	90,474		90,203
Less accumulated depreciation and amortization	68,452		67,031
Net equipment, software, and leasehold improvements	22,022		23,172
Restricted cash equivalents and investments	3,000		3,000
Equity method investment	11,704		12,473
Available for sale securities	3,212		7,181
Other assets	2,517		2,332
Deferred costs, non-current portion	1,040		946
Deferred tax assets, net, non-current portion	1,408		1,409
Other intangible assets, net	12,045		12,993
Goodwill	17,336		17,476
Total assets	$	321,584	$	342,781
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	21,402	$	19,987
Accrued and other current liabilities	27,704		41,893
Deferred tax liabilities, net, current portion	909		899
Deferred revenue, current portion	8,718		7,498
Total current liabilities	58,733		70,277
Deferred revenue, non-current portion	155		166
Deferred rent	1,378		1,318
Deferred tax liabilities, net, non-current portion	1,556		1,556
Other long-term liabilities	595		483
Total liabilities	62,417		73,800
Shareholders' equity	259,167		268,981
Total liabilities and shareholders' equity	$	321,584	$	342,781

RealNetworks, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(Unaudited)

	Quarters Ended March 31,
	2014			2013
	(in thousands)
Cash flows from operating activities:
Net income (loss)	$	(7,770	)	$	(11,674	)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Depreciation and amortization	2,983			4,888
Stock-based compensation	1,337			2,038
Equity in net loss of Rhapsody	838			2,233
Deferred income taxes, net	10			(1,559		)
Gain on sale of available for sale securities	(2,371		)	—
Realized translation gain	(48		)	—
Extinguishment of liability	(10,580		)	—
Other	—			(75		)
Net change in certain operating assets and liabilities	(2,909		)	(2,584		)
Net cash provided by (used in) operating activities	(18,510		)	(6,733		)
Cash flows from investing activities:
Purchases of equipment, software, and leasehold improvements	(998		)	(1,194		)
Proceeds from sale of available for sale securities	2,754			—
Purchases of short-term investments	(29,030		)	(43,318		)
Proceeds from sales and maturities of short-term investments	25,589			27,640
Acquisitions of businesses, net of cash acquired	—			(700		)
Net cash provided by (used in) investing activities	(1,685		)	(17,572		)
Cash flows from financing activities:
Proceeds from issuance of common stock (stock options and stock purchase plan)	210			20
Tax payments from shares withheld upon vesting of restricted stock	(60		)	(166		)
Payment of contingent consideration	—			(828		)
Net cash provided by (used in) financing activities	150			(974		)
Effect of exchange rate changes on cash and cash equivalents	86			(1,225		)
Net increase (decrease) in cash and cash equivalents	(19,959		)	(26,504		)
Cash and cash equivalents, beginning of period	151,235			163,198
Cash and cash equivalents, end of period	$	131,276		$	136,694

RealNetworks, Inc. and Subsidiaries

Supplemental Financial Information

(Unaudited)

	2014		2013
	Q1		Q4		Q3		Q2		Q1
	(in thousands)
Net Revenue by Line of Business
RealPlayer Group (A)	$	15,215	$	16,799	$	17,641	$	18,383	$	22,383
Mobile Entertainment (B)	19,913		22,146		19,948		18,592		20,495
Games (C)	10,596		11,650		11,369		12,875		13,915
Total net revenue	$	45,724	$	50,595	$	48,958	$	49,850	$	56,793
Net Revenue by Product
RealPlayer Group
- License (D)	$	5,018	$	7,128	$	7,281	$	6,766	$	8,332
- Subscriptions (E)	2,777		3,118		3,615		4,193		4,924
- Media Properties (F)	7,420		6,553		6,745		7,424		9,127
Mobile Entertainment
- SaaS (G)	18,463		20,406		18,156		17,002		18,674
- Technology License & Other (H)	1,450		1,740		1,792		1,590		1,821
Games
- License (I)	3,849		3,511		3,421		4,089		5,249
- Subscriptions (J)	5,241		5,688		5,733		5,980		6,312
- Media Properties (K)	1,506		2,451		2,215		2,806		2,354
Total net revenue	$	45,724	$	50,595	$	48,958	$	49,850	$	56,793
Net Revenue by Geography
United States	$	20,428	$	19,724	$	21,039	$	21,463	$	28,024
Rest of world	25,296		30,871		27,919		28,387		28,769
Total net revenue	$	45,724	$	50,595	$	48,958	$	49,850	$	56,793
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 and our recently launched RealPlayer Cloud service.
(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 and our recently launched RealPlayer Cloud service.
(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, ringback tones, intercarrier messaging services provided to network services providers who are largely mobile phone networks, and our recently launched LISTEN product.
(H) Licensing and other revenue within Mobile Entertainment includes revenue from Helix-related products and professional services provided to mobile carriers.
(I) Licensing revenue within Games includes retail games-related revenue, microtransactions from online and social games and sales of mobile games.
(J) Subscriptions revenue within Games includes revenue from online games subscriptions.
(K) 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)

	2014			2013
	Q1			Q4			Q1
	(in thousands)
RealPlayer Group
Net revenue	$	15,215		$	16,799		$	22,383
Cost of revenue	3,518			3,236			5,311
Gross profit	11,697			13,563			17,072
Gross margin	77		%	81		%	76		%
Operating expenses	17,787			15,828			16,206
Operating income (loss)	$	(6,090	)	$	(2,265	)	$	866
Adjusted EBITDA	$	(5,491	)	$	(1,474	)	$	1,331
Mobile Entertainment
Net revenue	$	19,913		$	22,146		$	20,495
Cost of revenue	11,950			13,634			10,832
Gross profit	7,963			8,512			9,663
Gross margin	40		%	38		%	47		%
Operating expenses	9,616			8,863			9,111
Operating income (loss)	$	(1,653	)	$	(351	)	$	552
Adjusted EBITDA	$	(339	)	$	1,251		$	3,382
Games
Net revenue	$	10,596		$	11,650		$	13,915
Cost of revenue	3,129			2,962			3,800
Gross profit	7,467			8,688			10,115
Gross margin	70		%	75		%	73		%
Operating expenses	9,766			12,057			11,852
Operating income (loss)	$	(2,299	)	$	(3,369	)	$	(1,737	)
Adjusted EBITDA	$	(1,674	)	$	(2,724	)	$	(1,154	)
Corporate
Net revenue	$	—		$	—		$	—
Cost of revenue	189			244			563
Extinguishment of liability	(10,580		)	—			—
Gross profit	10,391			(244		)	(563		)
Gross margin	N/A			N/A			N/A
Operating expenses	9,225			8,212			10,544
Operating income (loss)	$	1,166		$	(8,456	)	$	(11,107	)
Adjusted EBITDA	$	(6,414	)	$	(3,668	)	$	(6,568	)
Total
Net revenue	$	45,724		$	50,595		$	56,793
Cost of revenue	18,786			20,076			20,506
Extinguishment of liability	(10,580		)	—			—
Gross profit	37,518			30,519			36,287
Gross margin	82		%	60		%	64		%
Operating expenses	46,394			44,960			47,713
Operating income (loss)	$	(8,876	)	$	(14,441	)	$	(11,426	)
Adjusted EBITDA	$	(13,918	)	$	(6,615	)	$	(3,009	)

RealNetworks, Inc. and Subsidiaries

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

(Unaudited)

	2014			2013
	Q1			Q4			Q1
	(in thousands)
RealPlayer Group
Reconciliation of segment GAAP operating income (loss) to adjusted EBITDA by segment:
Operating income (loss)	$	(6,090	)	$	(2,265	)	$	866
Acquisitions related intangible asset amortization	60			60			67
Depreciation and amortization	539			731			398
Adjusted EBITDA	$	(5,491	)	$	(1,474	)	$	1,331
Mobile Entertainment
Reconciliation of segment GAAP operating income (loss) to adjusted EBITDA by segment:
Operating income (loss)	$	(1,653	)	$	(351	)	$	552
Acquisitions related intangible asset amortization	607			781			813
Depreciation and amortization	707			821			2,017
Adjusted EBITDA	$	(339	)	$	1,251		$	3,382
Games
Reconciliation of segment GAAP operating income (loss) to adjusted EBITDA by segment:
Operating income (loss)	$	(2,299	)	$	(3,369	)	$	(1,737	)
Acquisitions related intangible asset amortization	314			314			21
Depreciation and amortization	311			331			562
Adjusted EBITDA	$	(1,674	)	$	(2,724	)	$	(1,154	)
Corporate
Reconciliation of segment GAAP operating income (loss) to adjusted EBITDA by segment:
Operating income (loss)	$	1,166		$	(8,456	)	$	(11,107	)
Other income (expense), net	(77		)	613			109
Depreciation and amortization	445			665			1,010
Lease exit and related charges	79			23			—
Restructuring and other charges	1,216			1,690			1,382
Stock-based compensation	1,337			1,797			2,038
Extinguishment of liability	(10,580		)	—			—
Adjusted EBITDA	$	(6,414	)	$	(3,668	)	$	(6,568	)
Total
Reconciliation of GAAP operating income (loss) to adjusted EBITDA:
Operating income (loss)	$	(8,876	)	$	(14,441	)	$	(11,426	)
Other income (expense), net	(77		)	613			109
Acquisitions related intangible asset amortization	981			1,155			901
Depreciation and amortization	2,002			2,548			3,987
Lease exit and related charges	79			23			—
Restructuring and other charges	1,216			1,690			1,382
Stock-based compensation	1,337			1,797			2,038
Extinguishment of liability	(10,580		)	—			—
Adjusted EBITDA	$	(13,918	)	$	(6,615	)	$	(3,009	)

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; restructuring and other charges; lease exit and related charges; and extinguishment of liability. 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.