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Wednesday, October 29, 2008

RealNetworks Announces Third Quarter 2008 Results

RealNetworks Announces Third Quarter 2008 Results

SEATTLE, Oct. 29 /PRNewswire-FirstCall/ -- Digital entertainment services company RealNetworks(R), Inc. (NASDAQ:RNWK) today announced results for the third quarter ended September 30, 2008.

   Quarterly Highlights:   --  Revenue of $152.0 million   --  Net loss of $4.5 million or $(0.03) per share   --  Adjusted EBITDA of $11.4 million    

"In spite of a difficult and turbulent macro-economic environment, RealNetworks delivered results in line with our guidance. In particular, we are pleased with the initial results of our Music Without Limits initiative," said Rob Glaser, CEO of RealNetworks.

For the third quarter of 2008, revenue grew 5% to $152.0 million compared with $145.1 million for the third quarter of 2007. Revenue growth in the third quarter of 2008 compared with the third quarter of 2007 was due to: a 19% increase in Games revenue to $34.2 million and a 10% increase in Music revenue to $41.6 million; offset in part by a 3% decline in Media Software and Services revenue to $24.5 million and a 3% decline in Technology Products and Solutions revenue to $51.6 million. Foreign currency exchange rate fluctuations positively affected 2008 third quarter revenue by approximately $170,000 compared with the third quarter of 2007.

Net loss for the third quarter of 2008 was $4.5 million or $(0.03) per share, compared with net income of $4.3 million or $0.03 per diluted share in the third quarter of 2007. Income taxes were $728,000 compared with $2.0 million in the year-earlier period, and interest income was $2.9 million compared with $7.3 million. Adjusted EBITDA for the third quarter of 2008 was $11.4 million compared with $13.6 million in the third quarter of 2007. A reconciliation of GAAP net loss to adjusted EBITDA is provided in the financial tables that accompany this release.

Gross margin was 59% in the third quarter of 2008, compared with 61% a year earlier. Operating expenses for the third quarter of 2008 were $116.8 million, compared with $103.8 million in the third quarter of 2007. Operating expenses in the third quarter of 2008 included $15.2 million of related party advertising in Rhapsody America, compared with $7.7 million in the year-earlier period.

As of September 30, 2008, Real had approximately $406 million in unrestricted cash, cash equivalents and short-term investments. During the quarter, the company repaid $100 million in convertible debt.

During the quarter, RealNetworks repurchased 3.6 million shares of its common stock for approximately $23 million under a repurchase authorization approved by the board in April, 2008. As of September 30, 2008, $26 million remained available under the stock repurchase program. Since the beginning of 2005, Real has repurchased approximately 48 million shares through its repurchase programs for approximately $357 million.

Business Outlook

The following forward-looking statements reflect Real's expectations as of October 29, 2008. It is not Real's general practice to update these forward-looking statements until its next quarterly results announcement.

For the fourth quarter 2008, Real expects revenue in the range of $150 million to $157 million. As compared with previous estimates, Real expects a reduction of approximately $8 million in fourth quarter 2008 revenue as a result of the strengthening U.S. dollar. Approximately 20% - 25% of Real's revenue is denominated in currencies other than the U.S. dollar, most notably the euro and Korean won. Despite the negative impact to revenue, the strengthening U.S. dollar should have a slightly positive effect on earnings per share due to costs that Real pays in euros and Korean won. Real also expects a continued deterioration in the on-line ad sales market, as well as lower consumer and corporate IT spending. All of these factors contribute to lowered expectations for fourth quarter revenue. Real expects fourth quarter 2008 GAAP net loss per share to be between $(0.04) and $(0.01) and adjusted EBITDA of between $6 million and $11 million. Real's earnings per share guidance for the fourth quarter of 2008 includes a tax benefit of between $5.0 million and $3.5 million, and pretax income is expected to be a loss of between $(10.5) million and $(5.5) million. Real expects that small changes in its pre-tax earnings will result in large changes to its GAAP tax rate, which could significantly affect Real's quarterly GAAP results.

For the full year 2008, Real expects revenue in the range of $602 million to $609 million. Real expects full year 2008 GAAP net loss per share to be between $(0.06) and $(0.03) and adjusted EBITDA of $55 million to $60 million. Real's earnings per share guidance for the full year 2008 includes tax expense of between $(3.0) million and $(4.5) million, and pretax income is expected to be a loss of between $(5.5) million and $(0.5) million.

Real's fourth quarter and full year 2008 results are more difficult than usual to predict in light of the high level of uncertainties regarding consumer spending, global economic trends, foreign exchange rate fluctuations, credit markets and corporate valuations. Real's actual results could differ materially from its expectations.

Webcast and Conference Call Information

The Company will host a webcast and conference call today at 5:00pm (Eastern)/ 2:00pm (Pacific). The live webcast featuring slides and audio, will be available at http://investor.realnetworks.com/. Listeners must use RealPlayer(R) to listen to the conference call, which can be downloaded for free at http://www.real.com/. The on-demand webcast will be available approximately two hours following the conclusion of the live webcast. Participants may access the conference call by dialing 800-857-5305 (773-681-5857 for international callers). The passcode is "Third Quarter Earnings," and the leader is Rob Glaser.

Telephonic replay will be available until 8:00 p.m. (Eastern), Nov. 12, 2008. Dial In: 866-451-9005 (for domestic callers); and 203-369-1208 (for international callers).

RNWK-F

ABOUT REALNETWORKS

RealNetworks, Inc. delivers digital entertainment services to consumers via PC, portable music player, home entertainment system and mobile phone. Real created the streaming media category in 1995 and has continued to lead the market with pioneering products and services, including: RealPlayer(R), the first mainstream media player to enable one-click downloading and recording of Internet video; the award-winning Rhapsody(R) digital music service, which delivers more than 1 billion songs per year; RealArcade(R), one of the largest casual games destinations on the Web; and a variety of mobile entertainment services, such as ringback tones, offered to consumers through leading wireless carriers around the world. RealNetworks' corporate information is located at http://www.realnetworks.com/company.

About Non-GAAP Financial Measures

To supplement RealNetworks' condensed consolidated financial statements presented in accordance with GAAP, we present investors with certain non-GAAP financial measures, including adjusted EBITDA, adjusted EBITDA by reporting segment, adjusted cost of revenue and adjusted operating expenses.

   --  Adjusted EBITDA and adjusted EBITDA by reporting segment consist of       net income excluding the impact of the following:  interest income,       net; income taxes; depreciation; amortization (net of minority       interest effect); stock-based compensation; expenses for employee       stock options that were converted to cash rights; equity investment       gains and losses from sales or impairments; income and expenses       including charitable contributions related to the Microsoft       agreements; and gain on initial formation of Rhapsody America.   --  Adjusted cost of revenue consists of GAAP cost of revenue excluding       stock-based compensation expenses, and acquisition costs including       amortization of intangible assets (net of minority interest effect)       and expenses for employee stock options that were converted to cash       rights.   --  Adjusted operating expenses consist of GAAP operating expenses       excluding stock-based compensation expenses, antitrust litigation       expenses (benefits) and acquisition costs including amortization of       intangible assets (net of minority interest effect) and expenses for       employee stock options that were converted to cash rights.    

RealNetworks believes that the presentation of adjusted EBITDA, adjusted EBITDA by reporting segment, adjusted cost of revenue and adjusted operating expenses provides 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 our past financial reports, and also facilitates comparisons with other companies in our 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 our operating results and facilitates comparisons of our core operating performance against prior periods and our business model objectives. We have 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 us to other companies, and as a supplemental means to evaluate our ongoing operations. Externally, we believe that adjusted EBITDA continues to be useful to investors in their assessment of our operating performance and the valuation of our company.

Internally, adjusted EBITDA, adjusted EBITDA by reporting segment, adjusted cost of revenue, and adjusted operating expenses are significant measures used by management for purposes of:

   --  supplementing the financial results and forecasts reported to our       board of directors;   --  evaluating the operating performance of our company which includes       direct and incrementally controllable revenue and costs of operations,       but excludes items considered by management to be either non-cash or       non-operating such as interest income and expense, stock-based       compensation, tax expense, depreciation and amortization;   --  managing and comparing performance internally across our businesses       and externally against our peers;   --  establishing internal operating budgets; and   --  evaluating and valuing potential acquisition candidates.    

Adjusted EBITDA, adjusted EBITDA by reporting segment, adjusted cost of revenue, and adjusted operating expenses 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 our 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. We expect to continue to incur expenses similar to the non-GAAP adjustments described above, and exclusion of these items from our 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 our non-GAAP financial measures are:

   --  Adjusted EBITDA and adjusted EBITDA by reporting segment are measures       which we have 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       our net income and net income per share.  We compensate for these       limitations by prominently disclosing GAAP net income (loss), which we       believe is the most directly comparable GAAP measure, and providing       investors with reconciliations from GAAP net income (loss) to adjusted       EBITDA and adjusted EBITDA by reporting segment.   --  Adjusted cost of revenue is limited in that it does not include       stock-based compensation expenses, and certain costs associated with       our acquisitions.  Adjusted operating expenses are limited in that       they do not include stock-based compensation expenses, antitrust       litigation expenses (benefit) and certain costs associated with our       acquisitions.  We compensate for these limitations by prominently       disclosing the reported GAAP results and providing investors with a       reconciliation from GAAP to the adjusted amount.    

In the financial tables of our earnings press release, RealNetworks has included reconciliations of GAAP net income (loss) to adjusted EBITDA, income before income taxes to adjusted EBITDA by reporting segment, GAAP cost of revenue to adjusted cost of revenue and GAAP operating expenses to adjusted operating expenses for the relevant periods.

Forward-Looking Statements: This press release contains forward-looking statements that involve risks and uncertainties, including statements relating to Real's current expectations for future revenue, GAAP net income (loss) per share, adjusted EBITDA, tax expense and pre-tax income, income tax expense, interest income, depreciation and amortization and stock-based compensation expense. 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 ability to complete the previously announced casual games spin off transactions and their impact on the games business and Real's remaining businesses; potentially large changes in Real's GAAP tax rate that could result from even small changes in Real's pretax earnings; fluctuations in foreign currencies, particularly changes in the US dollar relative to the euro and the Korean won; development and consumer acceptance of legal online music distribution services generally and RealNetworks' content services in particular because these are relatively new and unproven business models and markets; risks associated with the creation and operation of Rhapsody America; risks associated with acquisitions generally, and the acquisitions of WiderThan, Sony NetServices, Game Trust, Trymedia and Exomi in particular, including the risks of integration, unknown liabilities and operations in new markets and geographies; the potential that we will be unable to continue to enter into commercially attractive agreements with third parties for the provision of compelling content for our subscription service offerings and the distribution of our carrier application services; the emergence of new entrants and competition in the market for digital media subscription offerings and online music sales; the impact on our gross margins of content costs, including music publishing royalty rates that are subject to legislation, regulations, administrative and court proceedings and settlement negotiations, and from the mix of subscribers to subscription offerings with higher content costs than others; competitive risks, including competing technologies, products and services, and the competitive activities of our larger competitors, some of which have strong ties to streaming media users through other products; the potential outcomes and effects of claims and legal proceedings on our business, prospects, financial condition or results of operations; risks associated with the introduction of new products and services; changes in consumer and advertising spending in response to disruptions in the global financial markets; risks inherent in strategic relationships, especially with competitors, and technology and service integration efforts; and risks relating to the ability of Real's strategic partners to generate subscribers for Real's digital content services. 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, and its quarterly reports on Form 10-Q and from time to time in other reports filed by RealNetworks with the Securities and Exchange Commission. More information about risks relating to the potential spin off of the games business is listed in the safe harbor for forward looking statements contained in the press release announcing the proposed spin off transaction as well as in our Form 10-Q to be filed for the quarter ended September 30, 2008. The preparation of our financial statements and forward-looking financial guidance requires us to make estimates and assumptions that affect the reported amount of assets and liabilities and the reported amounts of 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, Rhapsody, RealPlayer and RealArcade 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.

                      RealNetworks, Inc. and Subsidiaries                Condensed Consolidated Statements of Operations                                  (Unaudited)                                        Quarters Ended     Nine Months Ended                                        September 30,        September 30,                                       2008      2007       2008      2007                                      (in thousands, except per share data)     Net revenue                      $151,955  $145,095   $452,166  $410,738     Cost of revenue                    62,164    56,644    173,202   151,786         Gross profit                   89,791    88,451    278,964   258,952     Operating expenses:      Research and development         31,076    26,528     85,147    75,012      Sales and marketing              55,080    52,812    161,730   152,593      Advertising with related       party (A)                       15,153     7,747     31,733     7,747      General and administrative       15,453    16,750     50,874    51,167      Restructuring charge                -         -          686       -         Subtotal operating expenses   116,762   103,837    330,170   286,519       Antitrust litigation benefit,       net (B)                            -         -          -     (60,747)         Total operating expenses      116,762   103,837    330,170   225,772     Operating income (loss)           (26,971)  (15,386)   (51,206)   33,180     Other income (expenses):      Interest income, net              2,865     7,290     11,198    24,457      Equity in net loss of       investments                       (226)      -         (424)     (132)      Gain on sale of equity       investment, net                    -         -          222       132      Minority interest in Rhapsody       America (C)                     12,337     6,466     29,129     6,466      Gain on sale of interest in       Rhapsody America (D)             7,405     7,946     14,502     7,946      Other income                        818        38      1,636       990         Other income, net              23,199    21,740     56,263    39,859     Income (loss) before income taxes  (3,772)    6,354      5,057    73,039    Income taxes                         (728)   (2,012)    (8,436)  (27,409)     Net income (loss)                 $(4,500)   $4,342    $(3,379)  $45,630     Basic net income (loss) per share  $(0.03)    $0.03     $(0.02)    $0.30    Diluted net income (loss)     per share                         $(0.03)    $0.03     $(0.02)    $0.27     Shares used to compute basic net     income (loss) per share          141,975   149,667    142,611   154,670    Shares used to compute diluted     net income (loss) per share      141,975   163,094    142,611   169,840     (A) Consists of advertising purchased by Rhapsody America from MTV       Networks (MTVN).  MTVN has a 49% ownership interest in Rhapsody       America.    (B) Consists of amounts received under the Settlement and Commercial       agreements with Microsoft, net of certain legal fees, personnel costs,       public relations and other professional service fees incurred related       to antitrust complaints against Microsoft, including proceedings in       the European Union.    (C) Minority interest reflects MTVN's 49% ownership share in the losses of       Rhapsody America.    (D) Consists of gains realized from MTVN's note payments to Rhapsody       America.                         RealNetworks, Inc. and Subsidiaries                     Condensed Consolidated Balance Sheets                                  (Unaudited)                                               September 30,      December 31,                                                   2008              2007                                                       (in thousands)                         ASSETS     Current assets:      Cash and cash equivalents                  $305,143          $476,697      Short-term investments                      101,173            79,932      Trade accounts receivable, net               70,427            84,674      Deferred costs, current portion               8,221             6,408      Prepaid expenses and other current assets    42,795            33,845         Total current assets                      527,759           681,556     Equipment, software, and leasehold     improvements, at cost:      Equipment and software                      131,254           109,621      Leasehold improvements                       30,795            30,632        Total equipment, software, and         leasehold improvements                   162,049           140,253      Less accumulated depreciation and       amortization                                98,877            83,756         Net equipment, software, and         leasehold improvements                    63,172            56,497     Restricted cash equivalents and investments    14,734            15,509    Equity investments                              9,277             9,976    Other assets                                   17,821            10,161    Deferred tax assets, net, non-current     portion                                       35,564            40,913    Other intangible assets, net                   78,656           107,677    Goodwill                                      315,517           353,153         Total assets                           $1,062,500        $1,275,442                   LIABILITIES AND SHAREHOLDERS' EQUITY     Current liabilities:      Accounts payable                            $34,384           $56,160      Accrued and other liabilities               111,507           114,136      Deferred revenue, current portion            42,376            39,564      Related party payable (A)                    15,663            17,241      Convertible debt                                -             100,000      Accrued loss on excess office facilities,       current portion                              4,299             3,389         Total current liabilities                 208,229           330,490     Deferred revenue, non-current portion           1,138             2,663    Accrued loss on excess office facilities,     non-current portion                            3,864             7,311    Deferred rent                                   4,680             4,518    Deferred tax liabilities, net, non-current     portion                                       15,178            22,060    Other long-term liabilities                    10,644            13,683         Total liabilities                         243,733           380,725     Minority interest (B)                           6,297            19,613     Shareholders' equity                          812,470           875,104         Total liabilities and shareholders'         equity                                $1,062,500        $1,275,442    (A) Related party payable reflects amounts owed to MTVN.    (B) Minority interest reflects MTVN's 49% ownership interest in the net       assets of Rhapsody America.                         RealNetworks, Inc. and Subsidiaries                Condensed Consolidated Statements of Cash Flows                                  (Unaudited)                                               Nine Months Ended September 30,                                                     2008              2007                                                        (in thousands)     Cash flows from operating activities:      Net income (loss)                            $(3,379)          $45,630      Adjustments to reconcile net income       to net cash used in       operating activities:        Depreciation and amortization               38,032            32,865        Stock-based compensation                    17,475            17,291        Loss on disposal of equipment,         software, and leasehold improvements          157               275        Equity in net loss of investments              198               132        Gain on sale of equity investment, net        (222)             (132)        Excess tax benefit from stock option         exercises                                    (108)              -        Accrued loss on excess office facilities    (2,537)           (3,540)        Unrealized gain on trading securities          -              (5,426)        Purchase of trading securities                 -            (270,000)        Deferred income taxes                        2,640           (13,224)        Minority interest in Rhapsody America      (29,129)           (6,466)        Gain on sale of interest in Rhapsody         America                                   (14,502)           (7,946)        Other                                          111                72        Net change in certain assets and         liabilities, net of acquisitions          (29,750)            3,658         Net cash used in operating activities      (21,014)         (206,811)     Cash flows from investing activities:      Purchases of equipment, software,       and leasehold improvements                  (24,807)          (19,051)      Purchases of short-term investments         (151,378)         (117,762)      Proceeds from sales and maturities       of short-term investments                   130,136           154,251      Purchases of intangible assets                (1,808)           (2,723)      Proceeds from the sales of equity       investments                                   1,225             1,615      Purchases of equity investments               (4,500)              -      Payment of acquisition costs, net of       cash acquired                               (10,192)          (25,316)      Decrease in restricted cash equivalents       and investments                                 776             1,800         Net cash used in investing activities      (60,548)           (7,186)     Cash flows from financing activities:      Net proceeds from sales of common stock       under employee stock purchase plan and       exercise of stock options                     8,834            14,058      Payments of convertible debt obligations    (100,000)              -      Net proceeds from sales of interest       in Rhapsody America                          31,640            15,007      Excess tax benefit from stock option       exercises                                       108               -      Repurchase of common stock                   (23,062)         (142,150)         Net cash used in financing activities      (82,480)         (113,085)     Effect of exchange rate changes on cash         (7,512)             (412)         Net decrease in cash and cash         equivalents                              (171,554)         (327,494)     Cash and cash equivalents, beginning     of period                                     476,697           525,232     Cash and cash equivalents, end of     period                                       $305,143          $197,738                        RealNetworks, Inc. and Subsidiaries                     Supplemental Financial Information                                (Unaudited)                                                          2008                                               Q3          Q2          Q1                                                    (in thousands)    Net Revenue by Line of Business:    Consumer products and services (A)     $100,322    $101,353     $96,286    Technology products and solutions (B)    51,633      51,295      51,277     Total net revenue                      $151,955    $152,648    $147,563     Consumer Products and Services:    Subscriptions (C)                       $57,776     $55,658     $55,193    Media properties (D)                     19,946      23,472      18,702    E-commerce and other (E)                 22,600      22,223      22,391     Total consumer products and services     revenue                               $100,322    $101,353     $96,286     Consumer Products and Services:    Music (F)                               $41,591     $37,170     $38,079    Media software and services (G)          24,531      29,238      26,409    Games (H)                                34,200      34,945      31,798     Total consumer products and services     revenue                               $100,322    $101,353     $96,286     Net Revenue by Geography:    United States                          $102,363    $100,898     $99,169    Rest of world                            49,592      51,750      48,394     Total net revenue                      $151,955    $152,648    $147,563     Subscribers (presented as greater     than)*:    Total subscribers (I)                    32,650      35,000      32,200    Technology products and solutions     application services subscribers (J)    29,950      32,450      29,500   Music subscribers:    Consumer music subscribers (K)            2,000       1,875       1,875    Technology products and solutions     application services music     subscribers (L)                            850         800         800   Total Music Subscribers**                  2,850       2,675       2,675                                                         2007                                        Q4          Q3        Q2        Q1                                                  (in thousands)    Net Revenue by Line of Business:    Consumer products and     services (A)                    $96,998     $91,824   $87,115   $85,040    Technology products and     solutions (B)                    59,884      53,271    49,056    44,432     Total net revenue               $156,882    $145,095  $136,171  $129,472     Consumer Products and Services:    Subscriptions (C)                $54,784     $55,551   $51,091   $51,490    Media properties (D)              20,438      16,071    17,748    15,932    E-commerce and other (E)          21,776      20,202    18,276    17,618     Total consumer products and     services revenue                $96,998     $91,824   $87,115   $85,040     Consumer Products and Services:    Music (F)                        $40,540     $37,658   $36,801   $34,127    Media software and services (G)   25,572      25,346    25,419    27,011    Games (H)                         30,886      28,820    24,895    23,902     Total consumer products and     services revenue                $96,998     $91,824   $87,115   $85,040     Net Revenue by Geography:    United States                    $96,806     $91,281   $88,035   $84,554    Rest of world                     60,076      53,814    48,136    44,918     Total net revenue               $156,882    $145,095  $136,171  $129,472     Subscribers (presented as     greater than)*:    Total subscribers (I)             30,200      29,250    26,150    24,550    Technology products and     solutions application     services subscribers (J)         27,600      26,600    23,600    21,900   Music subscribers:    Consumer music subscribers (K)     1,900       1,925     1,850     1,875    Technology products and     solutions application     services music subscribers (L)      825         825       825       800   Total Music Subscribers**           2,725       2,750     2,675     2,675    * Beginning the quarter ended December 31, 2006, total subscribers reflect     the inclusion of subscribers related to wireless carrier application     subscription services. Total music subscribers includes subscribers from     our technology products and solutions application subscription services,     such as music-on-demand, as well as our consumer music services, such as     Rhapsody and Premium Radio. Although music-on-demand subscribers are     included in the technology products and solutions application services     subscribers and total music subscribers, these subscribers are only     counted once as part of our total subscribers.    ** Prior periods have been changed to reflect current period      presentation. Totals may not equal due to rounding convention.    (A) Revenue is derived from consumer digital media subscription services,       RealPlayer Plus and related products, sales and distribution of third       party software products, content such as games and music and       advertising.    (B) Revenue is derived from carrier application services such as ringback       tones and music-on-demand, media delivery system software, support and       maintenance services, broadcast hosting services and consulting       services.    (C) Revenue is derived from consumer digital media subscription services       including:  SuperPass, RadioPass, Rhapsody, GamePass and stand-alone       subscriptions.    (D) Revenue is derived from advertising and through the distribution of       third party products.    (E) Revenue is derived from RealPlayer Plus and related products, sales       of third party software products, and content such as games and music.    (F) Revenue is derived from Rhapsody and RadioPass subscription services       and sales of music content, advertising generated from our music and       music related websites and the distribution of third party products.    (G) Revenue is derived from SuperPass subscriptions, RealPlayer Plus and       related products, stand-alone subscription services, sales and       distribution of third-party software products and advertising related       to our non-game and non-music related web properties.    (H) Revenue is derived from GamePass subscription service, sales of       games, advertising generated from our games and game-related websites       and the distribution of third-party products.    (I) Total subscribers include technology products and solutions       application services and consumer subscription services including:       ringback tones, music-on-demand, video-on-demand, Rhapsody,       Rhapsody-to-Go, RadioPass, SuperPass, GamePass, and stand-alone       subscriptions.    (J) Technology products and solutions application service subscribers       include: ringback tones, music-on-demand and video-on-demand.    (K) Consumer music subscribers include: Rhapsody, Rhapsody-to-Go, premium       radio, and music-on-demand.    (L) Technology products and solutions application services music       subscribers include subscribers from application services including       music-on-demand.                        RealNetworks, Inc. and Subsidiaries                      Supplemental Financial Information                                 (Unaudited)     Reconciliation of GAAP net income (loss) to adjusted EBITDA is as     follows:                                                     Quarters Ended                                        September 30,   June 30,   March 31,                                              2008        2008        2008                                                    (in thousands)     Net income (loss) in accordance with     GAAP                                   $(4,500)    $(1,305)     $2,426    Interest income, net                     (2,865)     (3,375)     (4,958)    Stock-based compensation                  5,955       6,031       5,489    Loss (gain) on equity investments, net      -          (222)        -    Conversion of WiderThan stock     options to a cash equivalent                16          26          89    Depreciation and amortization (net     of minority interest effect)             6,165       6,186       6,282    Acquisitions related intangible     asset amortization (net of minority     interest effect)                         5,752       6,171       6,315    Gain on initial formation of Rhapsody     America                                    -           -           -    Expenses (benefit) related to antitrust     litigation:        Income                                  -           -           -        Expenses                                174         202         202        Charitable contributions                -           -           -    Income taxes                                728       3,700       4,008     Adjusted EBITDA                         $11,425     $17,414     $19,853                                                      Quarters Ended                                         December September   June    March                                             31,      30,      30,      31,                                            2007     2007     2007     2007                                                    (in thousands)     Net income (loss) in accordance with     GAAP                                  $2,685   $4,342   $1,327  $39,961    Interest income, net                   (6,417)  (7,290)  (8,065)  (9,102)    Stock-based compensation                6,627    5,984    5,622    5,685    Loss (gain) on equity investments, net     34      -       (132)     -    Conversion of WiderThan stock options     to a cash equivalent                     190      413      614      845    Depreciation and amortization (net of     minority interest effect)              5,703    6,210    5,661    4,621    Acquisitions related intangible asset     amortization (net of minority     interest effect)                       6,639    5,583    5,311    5,312    Gain on initial formation of Rhapsody     America                                  -     (3,866)     -        -    Expenses (benefit) related to antitrust     litigation:        Income                                -        -        -    (61,000)        Expenses                              179      201      202      471        Charitable contributions              -        -        -      1,921    Income taxes                               47    2,012    2,178   23,219     Adjusted EBITDA                       $15,687  $13,589  $12,718  $11,933                         RealNetworks, Inc. and Subsidiaries                         Segment Results of Operations                                  (Unaudited)                                       Quarter Ended September 30, 2008                                  Music  Consumer    TPS             Grand                                   (A)      (B)      (C)    Other    Total                                               (in thousands)    Net revenue                   $41,591  $58,731  $51,633    $-    $151,955    Cost of revenue                23,787   14,790   23,587     -      62,164    Gross profit                   17,804   43,941   28,046     -      89,791   Gross margin                      43%      75%      54%     -         59%    Operating expenses:     Advertising with related      party                       15,153      -        -       -      15,153     Other operating expenses     27,202   44,476   29,719     212   101,609       Total operating expenses   42,355   44,476   29,719     212   116,762    Income (loss) from operations (24,551)    (535)  (1,673)   (212)  (26,971)    Other income (expenses):     Interest income, net            -        -        -     2,865     2,865     Minority interest            12,337      -        -       -      12,337     Equity in net loss of      investments                    -        -        -      (226)     (226)     Gain on sale of interest in      Rhapsody America             7,405      -        -       -       7,405     Other income                    -        -        -       818       818        Other income, net          19,742      -        -     3,457    23,199    Income (loss) before income    taxes                        $(4,809)   $(535) $(1,673) $3,245   $(3,772)     Reconciliation of segment GAAP income (loss) before taxes to segment    adjusted EBITDA is as follows:      Income (loss) before income      taxes                      $(4,809)   $(535) $(1,673) $3,245   $(3,772)     Interest income, net            -        -        -    (2,865)   (2,865)     Stock-based compensation      1,005    2,338    2,612     -       5,955     Conversion of WiderThan      stock options to a cash      equivalent                     -        -         16     -          16     Acquisitions related      intangible asset      amortization (D)               422      611    4,719     -       5,752     Gain on initial formation of      Rhapsody America               -        -        -       -         -     Gain on sale of equity      investments, net               -        -        -       -         -     Depreciation and      amortization (D)             1,206    1,816    3,143     -       6,165     Expenses (benefit) related      to antitrust litigation:       Income                        -        -        -       -         -       Expenses                      -        -        -       174       174       Charitable contributions      -        -        -       -         -         Adjusted EBITDA         $(2,176)  $4,230   $8,817    $554   $11,425                                        Quarter Ended September 30, 2007                                  Music  Consumer     TPS             Grand                                    (A)      (B)      (C)    Other    Total                                               (in thousands)    Net revenue                   $37,658  $54,166  $53,271    $-    $145,095    Cost of revenue                20,891   10,326   25,427     -      56,644    Gross profit                   16,767   43,840   27,844     -      88,451   Gross margin                      45%      81%      52%     -         61%    Operating expenses:     Advertising with related      party                        7,747      -        -       -       7,747     Other operating expenses     25,679   36,782   33,428     201    96,090       Total operating expenses   33,426   36,782   33,428     201   103,837    Income (loss) from operations (16,659)   7,058   (5,584)   (201)  (15,386)    Other income (expenses):     Interest income, net            -        -        -     7,290     7,290     Gain on sale of interest in      Rhapsody America             4,080      -        -       -       4,080     Gain on initial formation of      music business               3,866      -        -       -       3,866     Minority interest             6,466      -        -       -       6,466     Gain on sale of equity      investments, net               -        -        -       -         -     Other income                    -        -        -        38        38        Other income, net          14,412      -        -     7,328    21,740    Income (loss) before income    taxes                        $(2,247)  $7,058  $(5,584) $7,127    $6,354     Reconciliation of segment GAAP income (loss) before taxes to segment    adjusted EBITDA is as follows:      Income (loss) before income      taxes                      $(2,247)  $7,058  $(5,584) $7,127    $6,354     Interest income, net            -        -        -    (7,290)   (7,290)     Stock-based compensation      1,130    2,367    2,487     -       5,984     Conversion of WiderThan      stock options to a cash      equivalent                     -        -        413     -         413     Acquisitions related      intangible asset      amortization (D)               173      416    4,994     -       5,583     Gain on initial formation of      music business              (3,866)     -        -       -      (3,866)     Gain on sale of equity      investments, net               -        -        -       -         -     Depreciation and      amortization (D)             1,233    1,578    3,399     -       6,210     Expenses (benefit) related      to antitrust litigation:       Income                        -        -        -       -         -       Expenses                      -        -        -       201       201       Charitable contributions      -        -        -       -         -         Adjusted EBITDA         $(3,577) $11,419   $5,709     $38   $13,589     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 Consumer segment primarily includes revenue and related costs       from: the sale of individual games through our RealArcade service and       our Games related websites; our GamePass and FunPass subscription       service; our SuperPass and stand-alone premium video subscription       services; RealPlayer Plus and related products; sales and distribution       of third-party software products; and all advertising other than that       related directly to our Music businesses.    (C) TPS comprises our Technology Products and Solutions segment which       includes revenue and related costs from: sales of ringback tone,       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 (OEM)       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.    (D) Net of minority interest effect within our Music segment.                       RealNetworks, Inc. and Subsidiaries                     Supplemental Financial Information                                (Unaudited)                       Quarter Ended September 30, 2008                                     Acquisitions                                       Related   WiderThan                                       Intang-    Options    Anti-                              Stock-    ible     Converted   trust                              Based    Asset     to a Cash   Liti-                      As      Compen-  Amorti-    Equiva-   gation                   Reported   sation  zation (A)   lent    Related  Adjusted                                     (in thousands)    Expenses in    accordance    with GAAP    Cost of revenue  $62,164    $(696)  $(1,995)     $(1)    $-      $59,472    Operating    expenses:     Research and      development   $31,076  $(2,247)     $-       $-       $-      $28,829     Sales and      marketing      55,080   (1,458)   (3,757)      (3)     -       49,862     Advertising      with related      party          15,153      -         -        -        -       15,153     General and      administrative 15,453   (1,554)      -        (12)    (174)    13,713     Antitrust      litigation      benefit, net      -        -         -        -        -          -     Restructuring       charge           -        -         -        -        -          -         Total         adjusted         operating         expenses,         net       $116,762   $(5,259)  $(3,757)   $(15)   $(174)  $107,557                         Quarter Ended September 30, 2007                                     Acquisitions                                       Related   WiderThan                                       Intang-    Options    Anti-                              Stock-    ible     Converted   trust                              Based    Asset     to a Cash   Liti-                      As      Compen-  Amorti-    Equiva-   gation                   Reported   sation   zation(A)   lent    Related  Adjusted                                     (in thousands)    Expenses in    accordance    with GAAP    Cost of revenue  $56,644    $(208)  $(1,961)    $(65)    $-      $54,410    Operating    expenses:     Research and      development   $26,528  $(1,740)     $-       $(78)    $-      $24,710     Sales and      marketing      52,812   (2,395)   (3,622)    (190)     -       46,605     Advertising      with related      party           7,747      -         -        -        -        7,747     General and      administrative 16,750   (1,641)      -        (80)    (201)    14,828     Antitrust      litigation      benefit, net      -        -         -        -        -          -        Total        adjusted        operating        expenses,        net        $103,837  $(5,776)  $(3,622)   $(348)   $(201)   $93,890                       Nine Months Ended September 30, 2008                                     Acquisitions                                       Related   WiderThan                                       Intang-    Options    Anti-                              Stock-    ible     Converted   trust                              Based    Asset     to a Cash   Liti-                      As      Compen-  Amorti-    Equiva-   gation                   Reported   sation  zation (A)   lent    Related  Adjusted                                     (in thousands)    Expenses in    accordance    with GAAP    Cost of revenue $173,202  $(1,592)  $(6,592)    $(24)    $-     $164,994    Operating    expenses:     Research and      development   $85,147  $(6,307)     $-        $(9)    $-      $78,831     Sales and      marketing     161,730   (4,798)  (11,646)     (31)     -      145,255     Advertising      with related      party          31,733      -         -        -        -       31,733     General and      administrative 50,874   (4,778)      -        (67)    (578)    45,451     Antitrust      litigation      benefit, net      -        -         -        -        -          -     Restructuring      charge            686      -         -        -        -          686        Total        adjusted        operating        expenses,        net        $330,170 $(15,883) $(11,646)   $(107)   $(578)  $301,956                       Nine Months Ended September 30, 2007                                     Acquisitions                                       Related   WiderThan                                       Intang-    Options    Anti-                              Stock-    ible     Converted   trust                              Based    Asset     to a Cash   Liti-                      As      Compen-  Amorti-    Equiva-   gation                   Reported   sation   zation(A)   lent    Related  Adjusted                                     (in thousands)    Expenses in    accordance    with GAAP    Cost of revenue $151,786    $(520)  $(6,093)   $(309)     $-    $144,864    Operating    expenses:     Research and      development   $75,012  $(5,153)     $-      $(357)     $-     $69,502     Sales and      marketing     152,593   (6,985)  (10,113)    (838)      -     134,657     Advertising      with related      party           7,747      -         -        -         -       7,747     General and      administrative 51,167   (4,633)      -       (368)   (2,542)   43,624     Antitrust      litigation      benefit, net  (60,747)     -         -        -      60,747       -        Total        adjusted        operating        expenses,        net        $225,772 $(16,771) $(10,113) $(1,563)  $58,205  $255,530     (A) - Net of minority interest effect.                         RealNetworks, Inc. and Subsidiaries                      Supplemental Financial Information                                  (Unaudited)     A reconciliation of GAAP net loss guidance for the quarter    ending December 31, 2008 and the full year ending December 31, 2008 to    adjusted EBITDA guidance is as follows:                                             Quarter Ending       Year Ending                                         December 31, 2008  December 31, 2008                                             Low     High      Low     High     Net loss in accordance with GAAP       $(5.5)   $(2.0)   $(8.5)   $(5.0)    Interest income, net & other            (2.0)    (2.3)   (13.0)   (13.3)    Stock-based compensation and     conversion of WiderThan stock     options to a cash equivalent            6.5      7.0     24.0     24.5    Depreciation and amortization,     including acquisitions related     intangible asset amortization     (net of minority interest effect)      12.0     11.8     49.2     49.0    Income tax expense (benefit)            (5.0)    (3.5)     3.0      4.5        Total adjusted EBITDA               $6.0    $11.0    $54.7    $59.7  

First Call Analyst:
FCMN Contact: meggers@real.com

Source: RealNetworks, Inc.

CONTACT: Press, Bill Hankes, +1-206-892-6614, bhankes@real.com, or
Financial, Marj Charlier, +1-206-892-6718, mcharlier@real.com, both of
RealNetworks, Inc.

Web site: http://www.realnetworks.com/


Profile: International Entertainment

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