Realnetworks (RNWK) 8-K Results of Operations and Financial Condition

Exhibit 99.1

RealNetworks, Inc. and Subsidiaries
Condensed Consolidated Statements of Operations
(Unaudited)

	Quarters Ended						Years Ended
	December 31,						December 31,
	2009			2008			2009			2008
	(in thousands, except per share data)
Net revenue	$	145,502		$	152,644		$	562,264		$	604,810
Cost of revenue		56,821			60,042			222,142			233,244
Impairment of deferred costs and prepaid royalties		—			19,666			—			19,666
Gross profit		88,681			72,936			340,122			351,900
Operating expenses:
Research and development		32,541			28,533			119,448			113,680
Sales and marketing		40,325			50,192			165,856			211,922
Advertising with related party (A)		11,063			12,480			33,292			44,213
General and administrative		23,956			19,107			79,164			69,981
Impairment of goodwill and long-lived assets		—			192,676			175,583			192,676
Restructuring and other charges		2,346			6,147			4,017			6,833
Total operating expenses		110,231			309,135			577,360			639,305
Operating loss		(21,550	)		(236,199	)		(237,238	)		(287,405	)
Other income (expenses):
Interest income, net		779			2,255			3,969			13,453
Equity in net loss of investments		(116	)		(271	)		(1,313	)		(695	)
Gain (loss) on sale of equity investments, net		(121	)		(12	)		688			210
Impairment of equity investments		(5,020	)		—			(5,020	)		—
Gain on sale of interest in Rhapsody America (B)		—			—			—			14,502
Other income (expense), net		(312	)		(1,306	)		(794	)		330
Total other income (expense), net		(4,790	)		666			(2,470	)		27,800
Loss before income taxes		(26,340	)		(235,533	)		(239,708	)		(259,605	)
Income tax benefit (expense)		124			(17,392	)		(3,321	)		(25,828	)
Net loss		(26,216	)		(252,925	)		(243,029	)		(285,433	)
Net loss attributable to the noncontrolling interest in Rhapsody America (C)		8,397			12,426			26,265			41,555
Net loss attributable to common shareholders	$	(17,819	)	$	(240,499	)	$	(216,764	)	$	(243,878	)
Basic net loss per share available to common shareholders	$	(0.14	)	$	(1.78	)	$	(1.64	)	$	(1.74	)
Diluted net loss per share available to common shareholders	$	(0.14	)	$	(1.78	)	$	(1.64	)	$	(1.74	)
Shares used to compute basic net loss per share available to common shareholders		134,844			135,402			134,612			140,432
Shares used to compute diluted net loss per share available to common shareholders		134,844			135,402			134,612			140,432

(A)	Consists of advertising purchased by Rhapsody America from MTV Networks (MTVN). MTVN has a 49% ownership interest in Rhapsody America.
(B)	Consists of gains realized from MTVN’s note payments to Rhapsody America. Effective January 1, 2009, the Company adopted SFAS No. 160Noncontrolling Interests in Consolidated Financial Statements, an amendment to ARB No. 51(SFAS 160) which requires the appreciation of gains on the sale of noncontrolling interest to be recorded as an equity transaction.
(C)	Noncontrolling interest in Rhapsody America reflects MTVN’s 49% ownership share in the losses of Rhapsody America.

RealNetworks, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
(Unaudited)

	December 31,		December 31,
	2009		2008
	(in thousands)
ASSETS
Current assets:
Cash and cash equivalents	$	277,030	$	232,968
Short-term investments		107,870		137,766
Trade accounts receivable, net		60,937		70,201
Deferred costs, current portion		5,192		4,026
Prepaid expenses and other current assets		30,624		34,599
Total current assets		481,653		479,560
Equipment, software, and leasehold improvements, at cost:
Equipment and software		151,951		135,788
Leasehold improvements		31,041		30,719
Total equipment, software, and leasehold improvements		182,992		166,507
Less accumulated depreciation and amortization		125,878		103,500
Net equipment, software, and leasehold improvements		57,114		63,007
Restricted cash equivalents and investments		13,700		14,742
Equity investments		19,553		18,582
Other assets		4,030		3,775
Deferred costs, non-current portion		10,182		6,120
Deferred tax assets, net, non-current portion		10,001		9,236
Other intangible assets, net		10,650		18,727
Goodwill		—		175,264
Total assets	$	606,883	$	789,013
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	32,703	$	36,575
Accrued and other liabilities		124,934		118,688
Deferred revenue, current portion		31,374		39,835
Related party payable (A)		11,216		13,155
Accrued loss on excess office facilities, current portion		3,228		4,317
Total current liabilities		203,455		212,570
Deferred revenue, non-current portion		1,933		1,961
Accrued loss on excess office facilities, non-current portion		—		2,893
Deferred rent		4,464		4,614
Deferred tax liabilities, net, non-current portion		961		1,379
Other long-term liabilities		13,006		11,660
Total liabilities		223,819		235,077
Noncontrolling interest in Rhapsody America (B)		7,253		378
Shareholders’ equity		375,811		553,558
Total liabilities and shareholders’ equity	$	606,883	$	789,013

(A)	Related party payable reflects amounts owed to MTVN.
(B)	Noncontrolling interest in Rhapsody America reflects MTVN’s 49% ownership interest in the net assets of Rhapsody America.

RealNetworks, Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows
(Unaudited)

	Years Ended December 31,
	2009			2008
	(in thousands)
Cash flows from operating activities:
Net loss	$	(243,029	)	$	(285,433	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		31,454			45,968
Stock-based compensation		21,460			23,531
Loss on disposal of equipment, software, and leasehold improvements		502			10
Equity in net loss of investments		1,313			695
Gain on sale of equity investment, net		(688	)		(210	)
Impairment of equity investments		5,020			—
Excess tax benefit from stock option exercises		(15	)		(127	)
Impairment of goodwill and long-lived assets		175,583			192,676
Accrued restructuring and other charges		(2,773	)		5,524
Accrued loss on excess office facilities		(3,982	)		(3,490	)
Deferred income taxes, net		4,255			11,583
Gain on sale of interest in Rhapsody America		—			(14,502	)
Other		48			111
Net change in certain operating assets and liabilities, net of acquisitions		1,548			(5,622	)
Net cash used in operating activities		(9,304	)		(29,286	)
Cash flows from investing activities:
Purchases of equipment, software, and leasehold improvements		(16,807	)		(29,530	)
Purchases of short-term investments		(143,273	)		(251,887	)
Proceeds from sales and maturities of short-term investments		173,169			194,053
Purchases of intangible assets		—			(2,839	)
Proceeds from the sales of equity investments		1,014			1,140
Purchases of equity investments		(2,000	)		(14,731	)
Payment of acquisition costs, net of cash acquired		(3,324	)		(10,192	)
Decrease in restricted cash equivalents and investments, net		1,042			768
Net cash used in investing activities		9,821			(113,218	)
Cash flows from financing activities:
Net proceeds from sales of common stock under employee stock purchase plan and exercise of stock options		1,455			9,570
Payments of convertible debt obligations		—			(100,000	)
Net proceeds from sales of interest in Rhapsody America		38,022			44,640
Excess tax benefit from stock option exercises		15			127
Repurchases of common stock		—			(50,199	)
Net cash provided by (used in) financing activities		39,492			(95,862	)
Effect of exchange rate changes on cash and cash equivalents		4,053			(5,363	)
Net decrease in cash and cash equivalents		44,062			(243,729	)
Cash and cash equivalents, beginning of period		232,968			476,697
Cash and cash equivalents, end of period	$	277,030		$	232,968

RealNetworks, Inc. and Subsidiaries
Supplemental Financial Information
(Unaudited)

     Reconciliation of GAAP net income (loss) attributable to common shareholders to adjusted EBITDA and adjusted EBITDA excluding impairments is as follows:

	Year
	Ended			Quarters Ended
	December 31,			December 31,			September 30,			June 30,			March 31,
	2009			2009			2009			2009			2009
	(in thousands)
Net income (loss) attributable to common shareholders	$	(216,764	)	$	(17,819	)	$	1,520		$	(188,329	)	$	(12,136	)
Interest income, net		(3,969	)		(779	)		(1,253	)		(754	)		(1,183	)
Stock-based compensation		21,460			5,915			4,727			5,596			5,222
Loss (gain) on sale of equity investments, net		(688	)		121			(604	)		(68	)		(137	)
Impairment of equity investments		5,020			5,020			—			—			—
Conversion of WiderThan stock options to a cash equivalent		21			—			1			3			17
Depreciation and amortization (net of noncontrolling interest effect)		23,328			6,355			5,432			5,815			5,726
Acquisitions related intangible asset amortization (net of noncontrolling interest effect)		6,998			1,797			1,784			1,649			1,768
Impairment of goodwill and long-lived assets		175,583			—			—			175,583			—
Pro forma gain on sale of interest in Rhapsody America		16,870			5,577			3,839			3,444			4,010
Income taxes		3,321			(124	)		686			1,210			1,549
Adjusted EBITDA	$	31,180		$	6,063		$	16,132		$	4,149		$	4,836
Impairments:
Impairment of deferred costs and prepaid royalties		—			—			—			—			—
Restructuring and other charges		4,017			2,346			877			—			794
Adjusted EBITDA excluding impairments	$	35,197		$	8,409		$	17,009		$	4,149		$	5,630

	Year
	Ended			Quarters Ended
	December 31,			December 31,			September 30,			June 30,			March 31,
	2008			2008			2008			2008			2008
	(in thousands)
Net income (loss) attributable to common shareholders	$	(243,878	)	$	(240,499	)	$	(4,500	)	$	(1,305	)	$	2,426
Interest income, net		(13,453	)		(2,255	)		(2,865	)		(3,375	)		(4,958	)
Stock-based compensation		23,531			6,056			5,955			6,031			5,489
Loss (gain) on sale of equity investments, net		(210	)		12			—			(222	)		—
Conversion of WiderThan stock options to a cash equivalent		142			11			16			26			89
Depreciation and amortization (net of noncontrolling interest effect)		24,417			5,784			6,165			6,186			6,282
Acquisitions related intangible asset amortization (net of noncontrolling interest effect)		20,110			1,872			5,752			6,171			6,315
Impairment of goodwill and long-lived assets (net of noncontrolling interest effect)		190,347			190,347			—			—			—
Pro forma gain on sale of interest in Rhapsody America		6,568			6,568			—			—			—
Expenses related to antitrust litigation		757			179			174			202			202
Income taxes		25,828			17,392			728			3,700			4,008
Adjusted EBITDA	$	34,159		$	(14,533	)	$	11,425		$	17,414		$	19,853
Impairments:
Impairment of deferred costs and prepaid royalties		19,666			19,666			—			—			—
Restructuring and other charges		6,833			6,147			—			—			686
Adjusted EBITDA excluding impairments	$	60,658		$	11,280		$	11,425		$	17,414		$	20,539

RealNetworks, Inc. and Subsidiaries
Segment Results of Operations
(Unaudited)

	Quarter Ended December 31, 2009
	Music(A)			MSS(B)			Games(C)			TPS(D)			Other			Grand Total
	(in thousands)
Net revenue	$	37,598		$	22,899		$	30,736		$	54,269		$	—		$	145,502
Cost of revenue		22,692			3,719			8,399			22,011			—			56,821
Gross profit		14,906			19,180			22,337			32,258			—			88,681
Gross margin		40	%		84	%		73	%		59	%		—			61	%
Operating expenses:
Advertising with related party		11,063			—			—			—			—			11,063
Restructuring and other charges		376			556			549			865			—			2,346
Other operating expenses		20,507			21,335			29,007			25,964			9			96,822
Total operating expenses		31,946			21,891			29,556			26,829			9			110,231
Income (loss) from operations		(17,040	)		(2,711	)		(7,219	)		5,429			(9	)		(21,550	)
Other income (expenses):
Interest income, net		—			—			—			—			779			779
Equity in net loss of investments		—			—			—			—			(116	)		(116	)
Loss on sale of equity investments, net		—			—			—			—			(121	)		(121	)
Impairment of equity investments		—			—			—			—			(5,020	)		(5,020	)
Other income (expenses), net		—			—			—			—			(312	)		(312	)
Total other income (expenses), net		—			—			—			—			(4,790	)		(4,790	)
Income (loss) before income taxes		(17,040	)		(2,711	)		(7,219	)		5,429			(4,799	)		(26,340	)
Income taxes		—			—			—			—			124			124
Net income (loss)		(17,040	)		(2,711	)		(7,219	)		5,429			(4,675	)		(26,216	)
Net income (loss) attributable to noncontrolling interest in Rhapsody America		8,397			—			—			—			—			8,397
Net income (loss) attributable to common shareholders	$	(8,643	)	$	(2,711	)	$	(7,219	)	$	5,429		$	(4,675	)	$	(17,819	)

Reconciliation of segment GAAP net income (loss) attributable to common shareholders to segment adjusted EBITDA excluding impairments is as follows:

Net income (loss) attributable to common shareholders	$	(8,643	)	$	(2,711	)	$	(7,219	)	$	5,429	$	(4,675	)	$	(17,819	)
Income taxes		—			—			—			—		(124	)		(124	)
Interest income, net		—			—			—			—		(779	)		(779	)
Stock-based compensation		926			822			1,606			2,561		—			5,915
Conversion of WiderThan stock options to a cash equivalent		—			—			—			—		—			—
Acquisitions related intangible asset amortization(E)		279			25			95			1,398		—			1,797
Pro forma gain on sale of interest in Rhapsody America		5,577			—			—			—		—			5,577
Loss on sale of equity investments, net		—			—			—			—		121			121
Impairment of equity investments		—			—			—			—		5,020			5,020
Restructuring and other charges		376			556			549			865		—			2,346
Depreciation and amortization(E)		890			552			2,151			2,762		—			6,355
Adjusted EBITDA excluding impairments	$	(595	)	$	(756	)	$	(2,818	)	$	13,015	$	(437	)	$	8,409

	Quarter Ended December 31, 2008
	Music(A)			MSS(B)			Games(C)			TPS(D)			Other			Grand Total
							(in thousands)
Net revenue	$	43,882		$	22,695		$	33,705		$	52,362		$	—		$	152,644
Cost of revenue		25,068			4,199			10,387			20,388			—			60,042
Impairment of deferred costs and prepaid royalties		1,000			—			7,829			10,837			—			19,666
Gross profit		17,814			18,496			15,489			21,137			—			72,936
Gross margin		41	%		81	%		46	%		40% —						48	%
Operating expenses:
Advertising with related party		12,480			—			—			—			—			12,480
Impairment of goodwill and long-lived assets		4,753			167			45,889			141,867			—			192,676
Restructuring and other charges		681			1,134			1,898			2,434			—			6,147
Other operating expenses		24,777			15,818			28,196			28,823			218			97,832
Total operating expenses		42,691			17,119			75,983			173,124			218			309,135
Income (loss) from operations		(24,877	)		1,377			(60,494	)		(151,987	)		(218	)		(236,199	)
Other income (expenses):
Interest income, net		—			—			—			—			2,255			2,255
Equity in net loss of investments		—			—			—			—			(271	)		(271	)
Loss on sale of equity investments, net		—			—			—			—			(12	)		(12	)
Other income (expenses), net		—			—			—			—			(1,306	)		(1,306	)
Total other income (expenses), net		—			—			—			—			666			666
Income (loss) before income taxes		(24,877	)		1,377			(60,494	)		(151,987	)		448			(235,533	)
Income taxes		—			—			—			—			(17,392	)		(17,392	)
Net income (loss)		(24,877	)		1,377			(60,494	)		(151,987	)		(16,944	)		(252,925	)
Net income (loss) attributable to noncontrolling interest in Rhapsody America		12,426			—			—			—			—			12,426
Net income (loss) attributable to common shareholders	$	(12,451	)	$	1,377		$	(60,494	)	$	(151,987	)	$	(16,944	)	$	(240,499	)
Reconciliation of segment GAAP net income (loss) attributable to common shareholders to segment adjusted EBITDA exluding impairments is as follows:
Net income (loss) attributable to common shareholders	$	(12,451	)	$	1,377		$	(60,494	)	$	(151,987	)	$	(16,944	)	$	(240,499	)
Income taxes		—			—			—			—			17,392			17,392
Interest income, net		—			—			—			—			(2,255	)		(2,255	)
Stock-based compensation		1,058			765			1,632			2,601			—			6,056
Conversion of WiderThan stock options to a cash equivalent		—			—			—			11			—			11
Acquisitions related intangible asset amortization(E)		278			—			273			1,321			—			1,872
Pro forma gain on sale of interest in Rhapsody America		6,568			—			—			—			—			6,568
Impairment of goodwill and long-lived assets(E)		2,424			167			45,889			141,867			—			190,347
Loss on sale of equity investments, net		—			—			—			—			12			12
Impairment of deferred costs and prepaid royalties		1,000			—			7,829			10,837			—			19,666
Restructuring and other charges		681			1,134			1,898			2,434			—			6,147
Depreciation and amortization(F)		1,127			804			957			2,896			—			5,784
Expenses related to antitrust litigation		—			—			—			—			179			179
Adjusted EBITDA excluding impairments	$	685		$	4,247		$	(2,016	)	$	9,980		$	(1,616	)	$	11,280

Note:	Cost of revenue and operating expenses of the segments shown above include costs directly attributable to those segments and an allocation of general and administrative and other common or shared costs.
(A)	The Music segment primarily includes revenue and related costs from: Rhapsody America’s Rhapsody and RadioPass subscription services; sales of digital music content through the Rhapsody service and the RealPlayer music store; and advertising from music websites.
(B)	The Media Software and Services (MSS) segment primarily includes revenue and related costs from: the SuperPass premium subscription service; RealPlayer Plus and related products; sales and distribution of third-party software products; and all advertising other than that related directly to our Music and Games businesses.
(C)	The Games segment primarily includes revenue and related costs from: the sale of individual games on our websites RealArcade.com, GameHouse.com and Zylom.com; the sales of games subscription services; advertising through our games websites; the sale of games through the syndication on partner sites, and sales of games through wireless carriers.
(D)	The Technology Products and Solutions (TPS) segment includes revenue and related costs from: sales of ringback tones, music-on-demand, video-on-demand, messaging, and information services; sales of media delivery system software, including Helix system software and related authoring and publishing tools, both directly to customers and indirectly through original equipment manufacturer channels; support and maintenance services sold to customers who purchase software products; broadcast hosting services; and consulting and professional services that are offered to customers.
(E)	Net of noncontrolling interest effect.

RealNetworks, Inc. and Subsidiaries
Supplemental Financial Information
(Unaudited)

	Quarter Ended December 31, 2009
						Acquisitions			WiderThan
						Related			Options
						Intangible			Converted		Antitrust
	As		Stock-Based			Asset			to a Cash		Litigation
	Reported		Compensation			Amortization(A)			Equivalent		Related		Adjusted
						(in thousands)
Expenses in accordance with GAAP
Cost of revenue	$	56,821	$	(351	)	$	(537	)	$	—	$	—	$	55,933
Operating expenses:
Research and development	$	32,541	$	(2,481	)	$	—		$	—	$	—	$	30,060
Sales and marketing		40,325		(1,467	)		(1,260	)		—		—		37,598
General and administrative		23,956		(1,616	)		—			—		—		22,340
Adjusted operating expenses, net	$	96,822	$	(5,564	)	$	(1,260	)	$	—	$	—	$	89,998

	Quarter Ended December 31, 2008
						Acquisitions			WiderThan
						Related			Options
						Intangible			Converted			Antitrust
	As		Stock-Based			Asset			to a Cash			Litigation
	Reported		Compensation			Amortization(A)			Equivalent			Related			Adjusted
						(in thousands)
Expenses in accordance with GAAP
Cost of revenue	$	60,042	$	(607	)	$	(596	)	$	(2	)	$	—		$	58,837
Operating expenses:
Research and development	$	28,533	$	(2,103	)	$	—		$	—		$	—		$	26,430
Sales and marketing		50,192		(1,433	)		(1,276	)		(5	)		—			47,478
General and administrative		19,107		(1,913	)		—			(4	)		(179	)		17,011
Adjusted operating expenses, net	$	97,832	$	(5,449	)	$	(1,276	)	$	(9	)	$	(179	)	$	90,919

	Year Ended December 31, 2009
						Acquisitions			WiderThan
						Related			Options
						Intangible			Converted			Antitrust
	As		Stock-Based			Asset			to a Cash			Litigation
	Reported		Compensation			Amortization(A)			Equivalent			Related		Adjusted
						(in thousands)
Expenses in accordance with GAAP
Cost of revenue	$	222,142	$	(1,653	)	$	(2,176	)	$	(1	)	$	—	$	218,312
Operating expenses:
Research and development	$	119,448	$	(8,327	)	$	—		$	(8	)	$	—	$	111,113
Sales and marketing		165,856		(4,830	)		(4,822	)		(12	)		—		156,192
General and administrative		79,164		(6,650	)		—			—			—		72,514
Adjusted operating expenses, net	$	364,468	$	(19,807	)	$	(4,822	)	$	(20	)	$	—	$	339,819

	Year Ended December 31, 2008
						Acquisitions			WiderThan
						Related			Options
						Intangible			Converted			Antitrust
	As		Stock-Based			Asset			to a Cash			Litigation
	Reported		Compensation			Amortization(A)			Equivalent			Related			Adjusted
						(in thousands)
Expenses in accordance with GAAP
Cost of revenue	$	233,244	$	(2,570	)	$	(7,188	)	$	(26	)	$	—		$	223,460
Operating expenses:
Research and development	$	113,680	$	(8,410	)	$	—		$	(9	)	$	—		$	105,261
Sales and marketing		211,922		(5,860	)		(12,922	)		(36	)		—			193,104
General and administrative		69,981		(6,691	)		—			(71	)		(757	)		62,462
Adjusted operating expenses, net	$	395,583	$	(20,961	)	$	(12,922	)	$	(116	)	$	(757	)	$	360,827

(A) - Net of noncontrolling interest effect.

RealNetworks, Inc. and Subsidiaries
Earnings Per Share Reconciliation
(Unaudited)

	Quarters Ended						Year Ended
	December 31,						December 31,
	2009			2008			2009			2008
				(in thousands, except per share data)
Net loss attributable to common shareholders	$	(17,819	)	$	(240,499	)	$	(216,764	)	$	(243,878	)
Less accretion of MTVN’s preferred return in Rhapsody America		(925	)		—			(3,700	)		—
Net loss available to common shareholders	$	(18,744	)	$	(240,499	)	$	(220,464	)	$	(243,878	)
Shares used to compute basic net loss per share available to common shareholders		134,844			135,402			134,612			140,432
Dilutive potential common shares:
Stock options and restricted stock		—			—			—			—
Convertible debt		—			—			—			—
Shares used to compute diluted net loss per share available to common shareholders		134,844			135,402			134,612			140,432
Basic net loss per share available to common shareholders	$	(0.14	)	$	(1.78	)	$	(1.64	)	$	(1.74	)
Diluted net loss per share available to common shareholders	$	(0.14	)	$	(1.78	)	$	(1.64	)	$	(1.74	)