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): July 30, 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 July 30, 2014, RealNetworks, Inc. announced its financial results for the second quarter ended June 30, 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 second 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 5.02.     Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 30, 2014, RealNetworks, Inc. announced that Rob Glaser had accepted an offer to serve as Chief Executive Officer of the company, effective as of July 28.  Mr. Glaser, founder and Chairman of RealNetworks, had been serving as interim chief executive officer since returning to the company in July 2012.

In conjunction with his appointment, the Board of Directors of RealNetworks approved certain compensatory arrangements for Mr. Glaser.  Specifically, the Board approved an annual base salary of $600,000, $450,000 of which is payable in cash and $150,000 of which is payable in the form of a stock option that will (i) be granted on January 1 of the applicable calendar year, (ii) vest monthly over the applicable calendar year, subject to Mr. Glaser’s continued service with the company, and (iii) have a per share exercise price equal to the closing price of RealNetworks’ common stock on the grant date.  For 2014, this option award was granted to Mr. Glaser on July 28 in the form of an option to purchase 39,173 shares with an exercise price of $7.79 per share, and which was vested as to seven months on the grant date and which will vest monthly for the remaining five months of 2014 subject to his continued service to the company.  In addition, the Board approved a target annual bonus opportunity for Mr. Glaser equal to 100% of his cash base salary based on the achievement of certain pre‑established goals determined by the Board.  Further, on the effective date of his promotion from interim to permanent CEO, the Board of Directors awarded Mr. Glaser 96,277 restricted stock units valued at $750,000 on the grant date, scheduled to vest on the third anniversary of the grant date subject to Mr. Glaser’s continued service to the company.  The equity awards were granted pursuant to the company’s 2005 Stock Incentive Plan and the standard forms of agreements thereunder. 

RealNetworks and Mr. Glaser also entered into a severance agreement providing for certain severance benefits whereby in the event that he is terminated without cause or resigns for good reason, other than in connection with a change in control of the company, Mr. Glaser will receive a payment equal to 200% of the sum of his annual cash base salary and his then-current annual target bonus, plus his prorated actual bonus and 18 months of company-paid continued health benefits (or a lump sum cash equivalent to the extent continued benefits would not be permissible under applicable law), and he will receive full acceleration of vesting of the restricted stock units that were awarded to him in connection with his promotion to permanent CEO.  In the event that Mr. Glaser is terminated without cause or resigns for good reason in connection with a change in control of the company, then he will receive a payment equal to 200% of the sum of his annual cash base salary and his then-current annual target bonus, plus his prorated actual bonus and 18 months of company-paid continued health benefits (or a lump sum cash equivalent to the extent continued benefits would not be permissible under applicable law), and he will receive full acceleration of vesting of all of his then-outstanding unvested, nonperformance-based equity awards. The severance benefits are conditioned on Mr. Glaser agreeing to an employment release of claims in favor of the company and his compliance with non‑disparagement, no-hire, non-solicitation and non-competition covenants for a period of 24 months following the termination of his employment. In addition, if Mr. Glaser’s employment terminates but Mr. Glaser remains Chairman of the Board, he will remain eligible to participate in the company’s group health plan or the company may provide him an annual cash payment equivalent to the company’s premium cost for his participation in the company’s group health plan.

While serving as CEO, Mr. Glaser will be expected to hold shares of RealNetworks common stock equal to at least ten times his annual base salary.

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.

2

Exhibit No.	Description
99.1	Earnings Release of RealNetworks, Inc. dated July 30, 2014
99.2	Information Regarding Non-GAAP Financial Measures
99.3	Press Release of RealNetworks, Inc. dated July 30, 2014

3

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: July 30, 2014

4

EXHIBIT INDEX

Exhibit Number	Description
99.1	Earnings Release of RealNetworks, Inc. dated July 30, 2014
99.2	Information Regarding Non-GAAP Financial Measures
99.3	Press Release of RealNetworks, Inc. dated July 30, 2014

5

EX-99.1

Exhibit 99.1

REALNETWORKS ANNOUNCES SECOND QUARTER 2014 RESULTS

• Rob Glaser named as permanent CEO;

• RealPlayer Cloud continues to gain traction with over 5 million user accounts;

• Hired 2 new excellent senior executives, Mike Mulica and Atul Bali, and redeployed a 3^rd, Max Pellegrini;

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

• Cash and short-term investments of $195.0 million

SEATTLE - July 30, 2014- RealNetworks, Inc. (Nasdaq: RNWK), a leader in personal digital entertainment, today announced results for the second quarter ended June 30, 2014.

For the second quarter of 2014, revenue was $40.8 million, compared to $45.7 million in the previous quarter and $49.9 million in the second quarter of 2013.

“In the second quarter of 2014, we continued to make good progress in our transition into a being a multi-device, cloud-based products and services company,” said Rob Glaser, Chairman and CEO of RealNetworks. “Of particular note is RealPlayer Cloud’s rapid growth -- RealPlayer Cloud now has over 5 million users worldwide, up from over 2 million three months ago, and, in aggregate, our users are now uploading over 4.5 terabytes of video per day." RealPlayer Cloud is Real’s next generation video product and service, which makes it easy to watch, save and share video across every type of popular digital device.

“During the second quarter, we brought in Mike Mulica to lead the integration of our worldwide sales efforts across our RealPlayer and Mobile Entertainment divisions in order to strengthen our focus on partnerships with global carriers. We also redeployed Max Pellegrini to run the combined product teams and all associated direct-to-consumer marketing. On the games front, we also strengthened our senior team by bringing in Atul Bali to run our overall Games business and by bringing back Rutger Peters and Erik Goossens, the co-founders of Zylom which we acquired in 2006, to run the Casual Games part of the business. We also just announced our new Slingo Adventure game, the first fruit of our Slingo acquisition a year ago. Finally, we also continue to be encouraged by the progress being made by Rhapsody (of which we own approximately 45%), which announced yesterday that it now has over 2 million subscribers.”

The company also announced today that Rob Glaser has been named permanent CEO of RealNetworks. See announcement at http://www.realnetworks.com/press/releases/2014/Glaser-permanent-CEO.aspx.

“While our transition plan will take time to complete and will require more capital than originally anticipated, I’m very confident that we are on the right track and making progress that is setting us up for a return to long-term growth and profitability,” said Glaser.

GAAP net loss for the second quarter of 2014 was $(21.0) million or $(0.59) per diluted share, compared to $(18.5) million or $(0.52) per diluted share in the second quarter of 2013. Adjusted EBITDA for the second quarter of 2014 was a loss of $(13.1) million, compared to $(5.8) million for the second 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 June 30, 2014, the company had $195.0 million in unrestricted cash, cash equivalents and short-term investments, compared to $226.2 million as of December 31, 2013.

Business Outlook

For the third quarter of 2014, RealNetworks expects total revenue in the range of $33.0 million to $36.0 million. We expect adjusted EBITDA for the quarter to be a loss in the range of $(18.0) million to $(20.0) 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: Second 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, August 20, 2014 by calling 888-566-0046 or +1-203-369-3677 (Passcode: 6895485)

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 June 30,						Six Months Ended June 30,
	2014			2013			2014			2013
	(in thousands, except per share data)
Net revenue	$	40,825		$	49,850		$	86,549		$	106,643
Cost of revenue	20,786			19,519			39,572			40,025
Extinguishment of liability	—			—			(10,580		)	—
Gross profit	20,039			30,331			57,557			66,618
Operating expenses:
Research and development	13,267			14,993			27,326			30,244
Sales and marketing	16,016			19,269			37,739			40,403
General and administrative	8,577			8,691			17,894			18,637
Restructuring and other charges	541			816			1,757			2,198
Lease exit and related charges	470			3,066			549			3,066
Total operating expenses	38,871			46,835			85,265			94,548
Operating income (loss)	(18,832		)	(16,504		)	(27,708		)	(27,930		)
Other income (expenses):
Interest income, net	180			179			316			826
Gain (loss) on sale of available for sale securities, net	—			—			2,371			—
Equity in net loss of Rhapsody investment	(1,802		)	(1,347		)	(2,640		)	(3,580		)
Other income (expense), net	(95		)	(137		)	(172		)	(28		)
Total other income (expense), net	(1,717		)	(1,305		)	(125		)	(2,782		)
Income (loss) before income taxes	(20,549		)	(17,809		)	(27,833		)	(30,712		)
Income tax expense (benefit)	480			662			966			(567		)
Net income (loss)	$	(21,029	)	$	(18,471	)	$	(28,799	)	$	(30,145	)
Basic net income (loss) per share	$	(0.59	)	$	(0.52	)	$	(0.80	)	$	(0.85	)
Diluted net income (loss) per share	$	(0.59	)	$	(0.52	)	$	(0.80	)	$	(0.85	)
Shares used to compute basic net income (loss) per share	35,890			35,455			35,865			35,399
Shares used to compute diluted net income (loss) per share	35,890			35,455			35,865			35,399

RealNetworks, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(Unaudited)

	June 30, 2014		December 31, 2013
	(in thousands)
ASSETS
Current assets:
Cash and cash equivalents	$	124,450	$	151,235
Short-term investments	70,583		74,920
Trade accounts receivable, net	21,580		24,613
Deferred costs, current portion	992		1,601
Deferred tax assets, current	311		306
Prepaid expenses and other current assets	9,910		9,124
Total current assets	227,826		261,799
Equipment, software, and leasehold improvements, at cost:
Equipment and software	86,755		86,721
Leasehold improvements	3,915		3,482
Total equipment, software, and leasehold improvements	90,670		90,203
Less accumulated depreciation and amortization	70,212		67,031
Net equipment, software, and leasehold improvements	20,458		23,172
Restricted cash equivalents and investments	3,000		3,000
Equity method investment	10,000		12,473
Available for sale securities	3,182		7,181
Other assets	3,073		2,332
Deferred costs, non-current portion	1,062		946
Deferred tax assets, net, non-current portion	1,405		1,409
Other intangible assets, net	11,928		12,993
Goodwill	18,005		17,476
Total assets	$	299,939	$	342,781
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	20,363	$	19,987
Accrued and other current liabilities	26,874		41,893
Deferred tax liabilities, net, current portion	911		899
Deferred revenue, current portion	7,835		7,498
Total current liabilities	55,983		70,277
Deferred revenue, non-current portion	145		166
Deferred rent	1,269		1,318
Deferred tax liabilities, net, non-current portion	1,725		1,556
Other long-term liabilities	607		483
Total liabilities	59,729		73,800
Shareholders' equity	240,210		268,981
Total liabilities and shareholders' equity	$	299,939	$	342,781

RealNetworks, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(Unaudited)

	Six Months Ended June 30,
	2014			2013
	(in thousands)
Cash flows from operating activities:
Net income (loss)	$	(28,799	)	$	(30,145	)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Depreciation and amortization	6,145			9,874
Stock-based compensation	3,010			4,058
Equity in net loss of Rhapsody	2,640			3,580
Deferred income taxes, net	10			(1,668		)
Gain on sale of available for sale securities	(2,371		)	—
Realized translation gain	(48		)	(35		)
Extinguishment of liability	(10,580		)	—
Other	—			51
Net change in certain operating assets and liabilities	(785		)	1,400
Net cash provided by (used in) operating activities	(30,778		)	(12,885		)
Cash flows from investing activities:
Purchases of equipment, software, and leasehold improvements	(1,689		)	(3,181		)
Proceeds from sale of available for sale securities	2,754			—
Purchases of short-term investments	(48,326		)	(70,647		)
Proceeds from sales and maturities of short-term investments	52,663			71,327
Acquisitions of businesses, net of cash acquired	(733		)	(16,107		)
Other	(467		)	—
Net cash provided by (used in) investing activities	4,202			(18,608		)
Cash flows from financing activities:
Proceeds from issuance of common stock (stock options and stock purchase plan)	580			392
Tax payments from shares withheld upon vesting of restricted stock	(307		)	(800		)
Payment of contingent consideration	(696		)	(828		)
Net cash provided by (used in) financing activities	(423		)	(1,236		)
Effect of exchange rate changes on cash and cash equivalents	214			(1,259		)
Net increase (decrease) in cash and cash equivalents	(26,785		)	(33,988		)
Cash and cash equivalents, beginning of period	151,235			163,198
Cash and cash equivalents, end of period	$	124,450		$	129,210

RealNetworks, Inc. and Subsidiaries

Supplemental Financial Information

(Unaudited)

	2014				2013
	Q2		Q1		Q4		Q3		Q2		Q1
	(in thousands)
Net Revenue by Line of Business
RealPlayer Group (A)	$	8,556	$	15,215	$	16,799	$	17,641	$	18,383	$	22,383
Mobile Entertainment (B)	23,182		19,913		22,146		19,948		18,592		20,495
Games (C)	9,087		10,596		11,650		11,369		12,875		13,915
Total net revenue	$	40,825	$	45,724	$	50,595	$	48,958	$	49,850	$	56,793
Net Revenue by Product
RealPlayer Group
- License (D)	$	3,273	$	5,018	$	7,128	$	7,281	$	6,766	$	8,332
- Subscriptions (E)	2,569		2,777		3,118		3,615		4,193		4,924
- Media Properties (F)	2,714		7,420		6,553		6,745		7,424		9,127
Mobile Entertainment
- SaaS (G)	20,175		18,463		20,406		18,156		17,002		18,674
- Technology License & Other (H)	3,007		1,450		1,740		1,792		1,590		1,821
Games
- License (I)	3,399		3,849		3,511		3,421		4,089		5,249
- Subscriptions (J)	4,440		5,241		5,688		5,733		5,980		6,312
- Media Properties (K)	1,248		1,506		2,451		2,215		2,806		2,354
Total net revenue	$	40,825	$	45,724	$	50,595	$	48,958	$	49,850	$	56,793
Net Revenue by Geography
United States	$	15,092	$	20,428	$	19,724	$	21,039	$	21,463	$	28,024
Rest of world	25,733		25,296		30,871		27,919		28,387		28,769
Total net revenue	$	40,825	$	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			2014			2013
		Q2			Q1			Q2			YTD			YTD
	(in thousands)
RealPlayer Group
Net revenue		$	8,556		$	15,215		$	18,383		$	23,771		$	40,766
Cost of revenue		3,620			3,518			4,409			7,138			9,720
Gross profit		4,936			11,697			13,974			16,633			31,046
Gross margin		58		%	77		%	76		%	70		%	76		%
Operating expenses		12,489			17,787			14,001			30,276			30,207
Operating income (loss)		$	(7,553	)	$	(6,090	)	$	(27	)	$	(13,643	)	$	839
Adjusted EBITDA		$	(6,893	)	$	(5,491	)	$	470		$	(12,384	)	$	1,801
Mobile Entertainment
Net revenue		$	23,182		$	19,913		$	18,592		$	43,095		$	39,087
Cost of revenue		14,298			11,950			11,170			26,248			22,002
Gross profit		8,884			7,963			7,422			16,847			17,085
Gross margin		38		%	40		%	40		%	39		%	44		%
Operating expenses		9,424			9,616			8,412			19,040			17,523
Operating income (loss)		$	(540	)	$	(1,653	)	$	(990	)	$	(2,193	)	$	(438	)
Adjusted EBITDA		$	808		$	(339	)	$	694		$	469		$	4,076
Games
Net revenue		$	9,087		$	10,596		$	12,875		$	19,683		$	26,790
Cost of revenue		2,717			3,129			3,381			5,846			7,181
Gross profit		6,370			7,467			9,494			13,837			19,609
Gross margin		70		%	70		%	74		%	70		%	73		%
Operating expenses		8,769			9,766			11,755			18,535			23,607
Operating income (loss)		$	(2,399	)	$	(2,299	)	$	(2,261	)	$	(4,698	)	$	(3,998	)
Adjusted EBITDA		$	(1,798	)	$	(1,674	)	$	(1,315	)	$	(3,472	)	$	(2,469	)
Corporate
Net revenue		$	—		$	—		$	—		$	—		$	—
Cost of revenue		151			189			559			340			1,122
Extinguishment of liability		—			(10,580		)	—			(10,580		)	—
Gross profit		(151		)	10,391			(559		)	10,240			(1,122		)
Gross margin		N/A			N/A			N/A			N/A			N/A
Operating expenses		8,189			9,225			12,667			17,414			23,211
Operating income (loss)		$	(8,340	)	$	1,166		$	(13,226	)	$	(7,174	)	$	(24,333	)
Adjusted EBITDA		$	(5,198	)	$	(6,414	)	$	(5,602	)	$	(11,612	)	$	(12,170	)
Total
Net revenue		$	40,825		$	45,724		$	49,850		$	86,549		$	106,643
Cost of revenue		20,786			18,786			19,519			39,572			40,025
Extinguishment of liability		—			(10,580		)	—			(10,580		)	—
Gross profit		20,039			37,518			30,331			57,557			66,618
Gross margin		49		%	82		%	61		%	67		%	62		%
Operating expenses		38,871			46,394			46,835			85,265			94,548
Operating income (loss)		$	(18,832	)	$	(8,876	)	$	(16,504	)	$	(27,708	)	$	(27,930	)
Adjusted EBITDA		$	(13,081	)	$	(13,918	)	$	(5,753	)	$	(26,999	)	$	(8,762	)

RealNetworks, Inc. and Subsidiaries

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

(Unaudited)

	2014						2013			2014			2013
	Q2			Q1			Q2			YTD			YTD
	(in thousands)
RealPlayer Group
Reconciliation of segment GAAP operating income (loss) to adjusted EBITDA by segment:
Operating income (loss)	$	(7,553	)	$	(6,090	)	$	(27	)	$	(13,643	)	$	839
Acquisitions related intangible asset amortization	125			60			62			185			129
Depreciation and amortization	535			539			435			1,074			833
Adjusted EBITDA	$	(6,893	)	$	(5,491	)	$	470		$	(12,384	)	$	1,801
Mobile Entertainment
Reconciliation of segment GAAP operating income (loss) to adjusted EBITDA by segment:
Operating income (loss)	$	(540	)	$	(1,653	)	$	(990	)	$	(2,193	)	$	(438	)
Acquisitions related intangible asset amortization	628			607			638			1,235			1,451
Depreciation and amortization	720			707			1,046			1,427			3,063
Adjusted EBITDA	$	808		$	(339	)	$	694		$	469		$	4,076
Games
Reconciliation of segment GAAP operating income (loss) to adjusted EBITDA by segment:
Operating income (loss)	$	(2,399	)	$	(2,299	)	$	(2,261	)	$	(4,698	)	$	(3,998	)
Acquisitions related intangible asset amortization	314			314			230			628			251
Depreciation and amortization	287			311			716			598			1,278
Adjusted EBITDA	$	(1,798	)	$	(1,674	)	$	(1,315	)	$	(3,472	)	$	(2,469	)
Corporate
Reconciliation of segment GAAP operating income (loss) to adjusted EBITDA by segment:
Operating income (loss)	$	(8,340	)	$	1,166		$	(13,226	)	$	(7,174	)	$	(24,333	)
Other income (expense), net	(95		)	(77		)	(137		)	(172		)	(28		)
Depreciation and amortization	553			445			1,859			998			2,869
Lease exit and related charges	470			79			3,066			549			3,066
Restructuring and other charges	541			1,216			816			1,757			2,198
Stock-based compensation	1,673			1,337			2,020			3,010			4,058
Extinguishment of liability	—			(10,580		)	—			(10,580		)	—
Adjusted EBITDA	$	(5,198	)	$	(6,414	)	$	(5,602	)	$	(11,612	)	$	(12,170	)
Total
Reconciliation of GAAP operating income (loss) to adjusted EBITDA:
Operating income (loss)	$	(18,832	)	$	(8,876	)	$	(16,504	)	$	(27,708	)	$	(27,930	)
Other income (expense), net	(95		)	(77		)	(137		)	(172		)	(28		)
Acquisitions related intangible asset amortization	1,067			981			930			2,048			1,831
Depreciation and amortization	2,095			2,002			4,056			4,097			8,043
Lease exit and related charges	470			79			3,066			549			3,066
Restructuring and other charges	541			1,216			816			1,757			2,198
Stock-based compensation	1,673			1,337			2,020			3,010			4,058
Extinguishment of liability	—			(10,580		)	—			(10,580		)	—
Adjusted EBITDA	$	(13,081	)	$	(13,918	)	$	(5,753	)	$	(26,999	)	$	(8,762	)

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.

EX-99.3

Media Contact: Nora Murray SHIFT Communications 415-591-8455 real@shiftcomm.com Exhibit 99.3

REALNETWORKS APPOINTS ROB GLASER TO BE PERMANENT CEO

RealPlayer Cloud Passes 5 Million Registered Users in 9 Months

SEATTLE, July 30, 2014 – RealNetworks, Inc. (NASDAQ: RNWK) today announced that Rob Glaser – who founded the company in 1994 – has been appointed permanent CEO of the global digital media technology company.

“Rob is the best person to complete Real’s turnaround and to lead the company into the future,” said Dominique Trempont, lead independent director of the RealNetworks Board. “The Board greatly respects his leadership, vision, and the excellence of the team Rob has assembled.”

“I’m honored to be named Real’s CEO,” Glaser said. “In the 2 years I’ve been interim CEO, we’ve made tremendous progress revitalizing Real’s leadership team and products. We've introduced innovative and exciting new products like RealPlayer® Cloud, LISTEN™ and the upcoming Slingo® Adventure. We’ve also made great progress in revitalizing Rhapsody, in partnership with Columbus Nova and Rhapsody’s terrific management team. In this next phase, we will both continue to deliver compelling products that consumers embrace, and also leverage the popularity of our products to re-establish the company’s financial success.”

RealNetworks also announced today that RealPlayer Cloud has more than 5 million registered users, up from 2 million just 3 months ago. RealPlayer Cloud users, in the aggregate, upload more than 4.5 terabytes of content each day. RealPlayer Cloud is now available on 11 consumer platforms, including most recently Amazon’s new Fire phone, and in 9 languages, most recently Korean and Traditional Chinese.

Yesterday, Rhapsody International – in which RealNetworks holds a 45 percent equity stake – announced it now has more than 2 million paying subscribers, up from 1.7 million just 3 months ago. Last month, Rhapsody introduced Rhapsody unRadio, a breakthrough radio-based service, in partnership with T-Mobile USA, and now also in partnership with France’s SFR under the name Napster Découverte (Napster Discovery).

Glaser founded RealNetworks in February 1994 and served as its CEO until January 2010. He was named interim CEO in July 2012. He lives in Seattle with his 3 children and his partner Maggie Savarino.

-MORE-

About RealNetworks, Inc.RealNetworks creates innovative products and services that make it easy for people to connect with and enjoy digital media. RealNetworks invented the streaming media category 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. Find RealNetworks corporate information at www.realnetworks.com.

RealNetworks and its respective logos are trademarks, registered trademarks, or service marks of RealNetworks. Other products and company names mentioned are the trademarks of their respective owners.

Forward Looking Statement

This press release contains forward-looking statements that involve risks and uncertainties, including statements relating to RealNetworks’ current expectations regarding future products and financial performance. All statements contained in this press release that do not relate to matters of historical fact should be considered forward-looking statements that reflect RealNetworks’ expectations as of today. Actual results could differ materially from those predicted due to factors such as the risks 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 company assumes no obligation to update any forward-looking statements or information.

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