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): November 3, 2021 

__________________________

RealNetworks, Inc.

(Exact name of registrant as specified in its charter) 

__________________________

 

Washington	001-37745	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)

__________________________

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading Symbol (s)	Name of Each Exchange on Which Registered
Common Stock, Par Value $0.001 per share	RNWK	The NASDAQ Stock Market
Preferred Share Purchase Rights	RNWK	The NASDAQ Stock Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 Emerging growth company  o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

____________________________________________________________________________________________________________

 Item 2.02.     Results of Operations and Financial Condition.

On November 3, 2021, RealNetworks, Inc. announced its financial results for the three and nine months ended September 30, 2021. The full text of the press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.

Furnished as Exhibit 99.2 hereto is additional information regarding non-GAAP financial measures included in certain public disclosures of RealNetworks, including its financial results press release for the three and nine months ended September 30, 2021.

The information set forth in this Item 2.02 (including Exhibits 99.1 and 99.2) shall not be deemed “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item  9.01.    Financial Statements and Exhibits.

(d) Exhibits.

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

 

Exhibit No.	Description
99.1	Earnings Release of RealNetworks, Inc. dated November 3, 2021
99.2	Information Regarding Non-GAAP Financial Measures
104	Cover Page Interactive Data File (formatted as inline XBRL)

2

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Form 8-K Report to be signed on its behalf by the undersigned hereunto duly authorized.

 

REALNETWORKS, INC.
By:	/ S /    Christine Chambers
	Christine Chambers
	Senior Vice President, Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer)

Dated: November 3, 2021

3

EX-99.1

Exhibit 99.1

REALNETWORKS ANNOUNCES THIRD QUARTER 2021 FINANCIAL RESULTS

SEATTLE — November 3, 2021 - RealNetworks, Inc. (Nasdaq: RNWK), an emerging leader in AI-based software and solutions, today announced its financial results* for the third quarter ended September 30, 2021.

•Revenue of $14.3 million, net loss attributable to RealNetworks of $(7.7) million and Adjusted EBITDA loss of $(2.7) million

•Continued revenue growth year-over-year for the Company’s AI-based businesses with 124% growth in SAFRTM and 12% growth in KONTXT

•Strong balance sheet with focus on targeted investments; unrestricted cash and cash equivalents of $29.0 million and no debt as of September 30, 2021

•Hired a new Games CEO, Simonetta Lulli Gómez, in October

Management Commentary

“In the third quarter we continued to make solid progress in our AI-based businesses, SAFR and KONTXT. My Number Card in Japan is a great example of customers deploying SAFR for important mission-critical uses in 2021,” said Rob Glaser, Founder, Chairman, and Chief Executive Officer of RealNetworks.

Mr. Glaser continued, “We’re excited about our new GameHouse CEO, Simonetta Lulli Gómez. She’s a terrific leader with a track record of great results. We’re confident that, over time, Simonetta will reinvigorate and drive growth and success in our Games business."

Third quarter 2021 Financial Highlights from Continuing Operations

•Revenue was $14.3 million, down 2% compared to $14.6 million in the prior quarter and down 13% compared to $16.6 million in the prior year period.

•Revenue from key growth initiatives, SAFR and KONTXT, increased 124% and 12%, respectively, compared to the prior year period. SAFR and KONTXT together grew to represent 31% of total Mobile Services revenue for the third quarter of 2021.

•Operating expenses increased $1.0 million, or 6%, from the prior quarter and $2.3 million, or 15%, from the prior year period. Included in this quarter’s operating expenses was a $2.0 million, one-time award modification in stock compensation.

•Net loss from continuing operations attributable to RealNetworks was $(7.7) million, or $(0.16) per diluted share, compared to a net loss of $(1.3) million, or $(0.03) per diluted share, in the prior quarter and a net loss of $(3.2) million, or $(0.08) per diluted share, in the prior year period. Included in net loss was a $2.0 million one-time stock award modification and $0.7 million related to restructuring charges associated with Games. In addition, net loss included a $1.2 million loss associated with our Napster investment.

•Adjusted EBITDA was a loss of $(2.7) million compared to a loss of $(4.3) million in the prior quarter and a loss of $(1.9) million in the prior year period.

•At September 30, 2021, the Company had $29.0 million in unrestricted cash and cash equivalents compared to $29.9 million at June 30, 2021 and $23.9 million at December 31, 2020.

Business Outlook

For the fourth quarter ending December 31, 2021, RealNetworks expects to achieve the following results from continuing operations:

•Total revenue is expected to be in the range of $12.5 million to $15.0 million.

•Adjusted EBITDA loss is expected to be in the range of $(5.5) million to $(3.5) million.

2021 is a year of investment that will position the Company for double-digit revenue growth beginning in 2022, excluding Games from the calculations.

Conference Call and Webcast Information

RealNetworks will host a conference call today to review its results and discuss its performance at approximately 4:30 p.m. ET / 1:30 p.m. PT. Participants may join the conference call by dialing 1-877-451-6152 (United States) or 1-201-389-0879 (International). A telephonic replay of the call will also be available shortly after the completion of the call, until 11:59 pm ET on Wednesday, November 24, 2021, by dialing 1-844-512-2921 (United States) or 1-412-317-6671 (International) and entering the replay pin number:

13724054.

A live webcast will be available on RealNetworks’ Investor Relations site under the Events & Presentations section at http://investor.realnetworks.com and will be archived online upon completion of the conference call.

About RealNetworks

Building on a rich history of digital media expertise and innovation, RealNetworks has created a new generation of products that employ best-in-class artificial intelligence and machine learning to enhance and secure our daily lives. Real's portfolio includes SAFR, the world's premier computer vision platform for live video; KONTXT, an industry leading NLP (Natural Language Processing) platform for text and multi-media analysis; and leveraging its digital media expertise, a mobile games business focused on the large free-to-play segment. For information about all of our products, visit www.realnetworks.com.

About Continuing and Discontinued Operations and Non-GAAP Financial Measures

*This release refers to “continuing” and “discontinued” operations due to the completion of the sale of Napster, RealNetworks’ 84%-owned subsidiary, to MelodyVR Group PLC, which closed on December 30, 2020. Effective as of the August 25, 2020 announcement date, Napster has been treated as a discontinued operation

for accounting and disclosure purposes; therefore, unless otherwise noted, results presented in this release relate to the continuing operations of RealNetworks, which exclude Napster.

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 contribution margin 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 net income (loss) from continuing operations to adjusted EBITDA and operating income (loss) by reportable segment to contribution margin by reportable segment.

The rationale for management's use of non-GAAP measures is included in the supplementary materials presented with the quarterly 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 our current expectations regarding our future growth, profitability, and market position, our financial condition and liquidity, our strategic focus and initiatives, product plans, agreements with partners, Scener’s current and future activities, and certain remaining contingencies relating to the sale of Napster. 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 our expectations as of today, and actual results may differ materially from the results predicted. Factors that could cause actual results for RealNetworks, on a consolidated basis, to differ from the results predicted include: our ability to realize operating efficiencies, growth and other benefits from the implementation of our growth initiatives and restructuring efforts; cash usage and conservation, and the pursuit of additional funding sources; successful monetization of our products and services; competitive risks; issues with the use of AI; potential outcomes and effects of claims and legal proceedings; risks associated with key customer or strategic relationships and business acquisitions and dispositions; challenges caused by the COVID-19 pandemic; disruptions in the global financial markets; volatility of our stock price; material asset impairment; continued declines in subscription revenue; difficulty recruiting and retaining key personnel; regulatory, tax, accounting, and cross-border risks; and risks related to our governance structure. More information about potential risk factors that could affect our business and financial results is included in RealNetworks' latest annual report on Form 10-K for year ended December 31,

2020, 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 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 revenues and expenses during the reported period. Actual results may differ materially from these estimates under different assumptions or conditions. RealNetworks assumes no obligation to update any forward-looking statements or information, which are in effect as of their respective dates.

For More Information:

Investor Relations for RealNetworks

Brian M. Prenoveau, CFA

MZ North America

561-489-5315

IR@realnetworks.com

RNWK-F

RealNetworks, Inc. and Subsidiaries

Condensed Consolidated Statements of Operations

(Unaudited)

	Quarter Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020
	(in thousands, except per share data)
Net revenue	$	14,332	$	16,554	$	44,781	$	50,461
Cost of revenue	3,119		4,062		10,370		12,429
Gross profit	11,213		12,492		34,411		38,032
Operating expenses:
Research and development	5,250		5,781		17,818		18,375
Sales and marketing	7,177		5,130		17,573		15,969
General and administrative	4,228		4,124		13,502		13,263
Fair value adjustments to contingent consideration liability	—		—		(1,040)		(200)
Restructuring and other charges	1,017		307		4,906		1,097
Total operating expenses	17,672		15,342		52,759		48,504
Operating loss	(6,459)		(2,850)		(18,348)		(10,472)
Other income (expenses):
Interest expense	(27)		(7)		(146)		(12)
Interest income	7		6		27		31
Gain on forgiveness of Paycheck Protection Program loan	—		—		2,897		—
Loss on equity and other investments, net	(1,229)		(37)		(6,070)		(90)
Other income (expense), net	46		(104)		2,066		63
Total other income (expenses), net	(1,203)		(142)		(1,226)		(8)
Loss from continuing operations before income taxes	(7,662)		(2,992)		(19,574)		(10,480)
Income tax expense	6		316		133		606
Net loss from continuing operations	(7,668)		(3,308)		(19,707)		(11,086)
Net loss from discontinued operations, net of tax	—		(1)		—		(2,466)
Net loss	(7,668)		(3,309)		(19,707)		(13,552)
Net loss attributable to noncontrolling interests of continuing operations	—		(77)		(244)		(196)
Net income (loss) attributable to noncontrolling interests of discontinued operations	—		6		—		(364)
Net loss attributable to RealNetworks	$	(7,668)	$	(3,238)	$	(19,463)	$	(12,992)
Net loss from continuing operations attributable to RealNetworks	$	(7,668)	$	(3,231)	$	(19,463)	$	(10,890)
Net loss from discontinued operations attributable to RealNetworks	—		(7)		—		(2,102)
Net loss attributable to RealNetworks	$	(7,668)	$	(3,238)	$	(19,463)	$	(12,992)
Net loss per share attributable to RealNetworks- Basic:
Continuing operations	$	(0.16)	$	(0.08)	$	(0.45)	$	(0.28)
Discontinued operations	—		—		—		(0.06)
Net loss per share attributable to RealNetworks- Basic	$	(0.16)	$	(0.08)	$	(0.45)	$	(0.34)
Net loss per share attributable to RealNetworks- Diluted:
Continuing operations	$	(0.16)	$	(0.08)	$	(0.45)	$	(0.28)
Discontinued operations	—		—		—		(0.06)
Net loss per share attributable to RealNetworks- Diluted	$	(0.16)	$	(0.08)	$	(0.45)	$	(0.34)
Shares used to compute basic net loss per share	47,055		38,270		43,312		38,247
Shares used to compute diluted net loss per share	47,055		38,270		43,312		38,247

RealNetworks, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(Unaudited)

	September 30, 2021		December 31, 2020
	(in thousands)
ASSETS
Current assets:
Cash and cash equivalents	$	28,990	$	23,940
Trade accounts receivable, net	10,465		10,229
Deferred costs, current portion	70		196
Investments	2,758		9,965
Prepaid expenses and other current assets	6,155		3,480
Total current assets	48,438		47,810
Equipment and software	29,634		30,726
Leasehold improvements	2,757		2,776
Total equipment, software, and leasehold improvements	32,391		33,502
Less accumulated depreciation and amortization	30,937		31,631
Net equipment, software, and leasehold improvements	1,454		1,871
Operating lease assets	4,478		7,937
Restricted cash equivalents	1,630		1,630
Other assets	945		4,150
Deferred costs, non-current portion	—		74
Deferred tax assets, net	861		909
Goodwill	17,073		17,375
Total assets	$	74,879	$	81,756
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	2,183	$	2,750
Accrued and other current liabilities	14,214		17,850
Deferred revenue, current portion	2,762		2,122
Total current liabilities	19,159		22,722
Deferred revenue, non-current portion	270		45
Deferred tax liabilities, net	1,068		1,129
Long-term lease liabilities	5,354		6,837
Long-term debt	—		2,895
Other long-term liabilities	718		2,241
Total liabilities	26,569		35,869
Total shareholders' equity	48,310		46,149
Noncontrolling interests	—		(262)
Total equity	48,310		45,887
Total liabilities and equity	$	74,879	$	81,756

RealNetworks, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(Unaudited)

	Nine Months Ended September 30,
	2021		2020
	(in thousands)
Cash flows from operating activities:
Net loss from continuing operations	$	(19,707)	$	(11,086)
Adjustment to reconcile net loss from continuing operations to net cash used in operating activities:
Depreciation and amortization	600		697
Stock-based compensation	3,789		1,093
Loss on equity and other investments, net	6,070		90
Loss on impairment of operating lease assets	2,461		—
Foreign currency (gain) loss	(62)		25
Fair value adjustments to contingent consideration liability	(1,040)		(200)
Gain on deconsolidation of subsidiary	(1,961)		—
Gain on forgiveness of Paycheck Protection Program loan	(2,897)		—
Net change in certain operating assets and liabilities	1,331		(652)
Net cash used in operating activities - continuing operations	(11,416)		(10,033)
Net cash used in operating activities - discontinued operations	—		(4,086)
Net cash used in operating activities	(11,416)		(14,119)
Cash flows from investing activities:
Purchases of equipment, software, and leasehold improvements	(280)		(261)
Deconsolidation of subsidiary, net	(836)		—
Net cash used in investing activities - continuing operations	(1,116)		(261)
Net cash used in investing activities - discontinued operations	—		(192)
Net cash used in investing activities	(1,116)		(453)
Cash flows from financing activities:
Proceeds from issuance of common stock (stock options)	534		—
Proceeds from issuance of preferred stock	—		10,000
Proceeds from equity offering, net of costs	20,114		—
Tax payments from shares withheld upon vesting of restricted stock	(186)		(12)
Payment of contingent consideration liability	(2,500)		—
Proceeds from long-term debt	—		2,876
Other financing activities	—		2,106
Net cash provided by financing activities - continuing operations	17,962		14,970
Net cash provided by financing activities - discontinued operations	—		2,007
Net cash provided by financing activities	17,962		16,977
Effect of exchange rate changes on cash, cash equivalents and restricted cash	(380)		32
Net increase in cash, cash equivalents and restricted cash	5,050		2,437
Cash, cash equivalents, and restricted cash, beginning of period	25,570		22,179
Cash, cash equivalents, and restricted cash, end of period	30,620		24,616
Less: Cash, cash equivalents and restricted cash from discontinued operations	—		6,741
Cash, cash equivalents, and restricted cash from continuing operations, end of period	$	30,620	$	17,875

RealNetworks, Inc. and Subsidiaries

Supplemental Financial Information

(Unaudited)

	2021						2020
	Q3		Q2		Q1		Q4		Q3		Q2		Q1
	(in thousands)
Net Revenue by Segment
Consumer Media (A)	$	2,763	$	2,061	$	3,309	$	3,384	$	2,543	$	3,159	$	3,495
Mobile Services (B)	5,772		6,356		5,980		7,338		6,400		6,461		6,690
Games (C)	5,797		6,144		6,599		6,879		7,611		7,465		6,637
Total net revenue	$	14,332	$	14,561	$	15,888	$	17,601	$	16,554	$	17,085	$	16,822
Net Revenue by Product
Consumer Media
- Software License (D)	$	1,506	$	841	$	1,875	$	1,593	$	642	$	1,702	$	2,020
- Subscription Services (E)	779		793		818		867		892		898		929
- Product Sales (F)	270		330		438		625		193		261		222
- Advertising & Other (G)	208		97		178		299		816		298		324
Mobile Services
- Software License (H)	1,459		1,931		1,391		2,376		931		972		831
- Subscription Services (I)	4,313		4,425		4,589		4,962		5,469		5,489		5,859
Games
- Subscription Services (J)	2,361		2,431		2,528		2,589		2,705		2,730		2,770
- Product Sales (K)	2,612		2,830		3,163		3,315		3,874		3,712		2,978
- Advertising & Other (L)	824		883		908		975		1,032		1,023		889
Total net revenue	$	14,332	$	14,561	$	15,888	$	17,601	$	16,554	$	17,085	$	16,822
Net Revenue by Geography
United States	$	9,227	$	9,209	$	9,932	$	10,893	$	11,855	$	10,742	$	10,214
Rest of world	5,105		5,352		5,956		6,708		4,699		6,343		6,608
Total net revenue	$	14,332	$	14,561	$	15,888	$	17,601	$	16,554	$	17,085	$	16,822
Net Revenue by Segment
(A) The Consumer Media segment primarily includes revenue from the licensing of our portfolio of video codec technologies. Also included is RealPlayer and related products, such as the distribution of third-party software products, advertising on RealPlayer websites, sales of RealPlayer Plus software to consumers, and consumer subscriptions such as RealPlayer Plus and SuperPass.
(B) The Mobile Services segment primarily includes revenue from SaaS services and sales of professional services provided to mobile carriers.
(C) The Games segment primarily includes revenue from player purchases of in-game virtual goods within our free-to-play games, mobile and PC games, online games subscription services, and advertising on games sites and social network sites.
Net Revenue by Product
(D) Software licensing revenue within Consumer Media includes revenues from licenses of our video codec technologies.
(E) Subscriptions revenue within Consumer Media includes revenue from subscriptions such as our RealPlayer Plus and SuperPass offerings.
(F) Product sales within Consumer Media includes sales of RealPlayer Plus software to consumers.
(G) Advertising & other revenue within Consumer Media includes distribution of third-party software products and advertising on RealPlayer websites.
(H) Software license revenue within Mobile Services includes revenue from our facial recognition platform, SAFR and our integrated RealTimes platform.
(I) Subscription services revenue within Mobile Services includes revenue from our messaging products, including Metcalf intercarrier messaging services and Kontxt, as well as ringback tones and related professional services provided to mobile carriers.
(J) Subscription services revenue within Games includes revenue from online games subscriptions.
(K) Product sales revenue within Games includes revenue from player purchases of in-game virtual goods, retail and wholesale games-related revenue, as well as sales of mobile games.
(L) Advertising & other revenue within Games includes advertising on games sites and social network sites.

RealNetworks, Inc. and Subsidiaries

Segment Results of Operations and Reconciliation to non-GAAP Contribution Margin

(Unaudited)

	2021						2020			2021			2020
	Q3			Q2			Q3			YTD			YTD
	(in thousands)
Consumer Media
Net revenue	$	2,763		$	2,061		$	2,543		$	8,133		$	9,197
Cost of revenue	418			497			593			1,393			1,723
Gross profit	2,345			1,564			1,950			6,740			7,474
Gross margin	85		%	76		%	77		%	83		%	81		%
Operating expenses	1,495			2,332			2,092			6,028			6,754
Operating income (loss), a GAAP measure	$	850		$	(768)		$	(142)		$	712		$	720
Depreciation and amortization	16			5			17			37			45
Contribution margin, a non-GAAP measure	$	866		$	(763)		$	(125)		$	749		$	765
Mobile Services
Net revenue	$	5,772		$	6,356		$	6,400		$	18,108		$	19,551
Cost of revenue	1,282			1,517			1,511			4,291			4,989
Gross profit	4,490			4,839			4,889			13,817			14,562
Gross margin	78		%	76		%	76		%	76		%	74		%
Operating expenses	5,890			6,332			5,577			18,367			18,847
Operating loss, a GAAP measure	$	(1,400)		$	(1,493)		$	(688)		$	(4,550)		$	(4,285)
Depreciation and amortization	80			79			88			243			288
Contribution margin, a non-GAAP measure	$	(1,320)		$	(1,414)		$	(600)		$	(4,307)		$	(3,997)
Games
Net revenue	$	5,797		$	6,144		$	7,611		$	18,540		$	21,713
Cost of revenue	1,414			1,552			1,955			4,671			5,707
Gross profit	4,383			4,592			5,656			13,869			16,006
Gross margin	76		%	75		%	74		%	75		%	74		%
Operating expenses	4,844			4,849			5,152			14,791			15,051
Operating income (loss), a GAAP measure	$	(461)		$	(257)		$	504		$	(922)		$	955
Depreciation and amortization	78			81			71			235			275
Contribution margin, a non-GAAP measure	$	(383)		$	(176)		$	575		$	(687)		$	1,230
Corporate
Cost of revenue	$	5		$	6		$	3		$	15		$	10
Gross profit	(5)			(6)			(3)			(15)			(10)
Gross margin	N/A			N/A			N/A			N/A			N/A
Operating expenses	5,443			3,170			2,521			13,573			7,852
Operating loss, a GAAP measure	$	(5,448)		$	(3,176)		$	(2,524)		$	(13,588)		$	(7,862)
Other expense, net	46			(45)			(104)			105			63
Foreign currency (gain) loss	(47)			88			143			(62)			25
Depreciation and amortization	29			28			28			85			89
Fair value adjustments to contingent consideration liability	—			—			—			(1,040)			(200)
Restructuring and other charges	1,017			718			307			4,906			1,097
Stock-based compensation	2,518			435			390			3,789			1,093
Contribution margin, a non-GAAP measure	$	(1,885)		$	(1,952)		$	(1,760)		$	(5,805)		$	(5,695)

RealNetworks, Inc. and Subsidiaries

Reconciliation of Net income (loss) from continuing operations to adjusted EBITDA, a non-GAAP measure

(Unaudited)

	2021				2020		2021		2020
	Q3		Q2		Q3		YTD		YTD
	(in thousands)
Reconciliation of GAAP Net income (loss) from continuing operations to adjusted EBITDA:
Net loss from continuing operations	$	(7,668)	$	(1,485)	$	(3,308)	$	(19,707)	$	(11,086)
Income tax expense	6		18		316		133		606
Interest expense	27		24		7		146		12
Interest income	(7)		(7)		(6)		(27)		(31)
Loss on equity and other investments, net	1,229		569		37		6,070		90
Foreign currency (gain) loss	(47)		88		143		(62)		25
Depreciation and amortization	203		193		204		600		697
Fair value adjustments to contingent consideration liability	—		—		—		(1,040)		(200)
Gain on forgiveness of Paycheck Protection Program loan	—		(2,897)		—		(2,897)		—
Gain on deconsolidation of subsidiary	—		(1,961)		—		(1,961)		—
Restructuring and other charges	1,017		718		307		4,906		1,097
Stock-based compensation	2,518		435		390		3,789		1,093
Adjusted EBITDA, a non-GAAP measure	$	(2,722)	$	(4,305)	$	(1,910)	$	(10,050)	$	(7,697)

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 contribution margin by reportable segment. Contribution margin by reportable segment consists of operating income (loss) and includes other income (expense) net, but excludes the impact of the following: depreciation and amortization; fair value adjustments to contingent consideration liability; stock-based compensation; restructuring and other charges; and foreign currency (gain) loss. Adjusted EBITDA consists of GAAP net income (loss) including noncontrolling interests and excludes the impact of the following: interest income and interest expense; income tax expense; (gain) loss on equity and other investments, net; foreign currency (gain) loss; depreciation and amortization; fair value adjustments to contingent consideration liability; gain on forgiveness of Paycheck Protection Program loan; gain on deconsolidation of subsidiary; restructuring and other charges; and stock-based compensation.

RealNetworks believes that the presentation of adjusted EBITDA and contribution margin by reportable segment 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 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 uses 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 and present operating performance and forecasts of expected 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 contribution margin 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 interest expense, stock-based compensation, tax expense, depreciation and amortization, fair value adjustments to contingent consideration liability, impairment of deferred costs and long-lived assets, (gain) loss on equity and other investments, net, foreign currency (gain) loss, deconsolidation of subsidiary, 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 contribution margin 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 contribution margin 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 net income (loss) or operating income (loss) at the segment level. The Company compensates for these limitations by prominently disclosing GAAP net income (loss) and operating income (loss) by reportable segment, which the Company believes are the most directly comparable GAAP measures, and providing investors with reconciliations from GAAP net income (loss) including noncontrolling interests to adjusted EBITDA and operating income (loss) to contribution margin by reportable segment.

RealNetworks has included reconciliations of GAAP net income (loss) including noncontrolling interests to adjusted EBITDA and GAAP operating income (loss) by reportable segment to contribution margin 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.

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Cover	Nov. 03, 2021
Entity Information [Line Items]
Document Type	8-K
Document Period End Date	Nov. 03, 2021
Entity Registrant Name	RealNetworks, Inc.
Entity Incorporation, State or Country Code	WA
Entity File Number	001-37745
Entity Tax Identification Number	91-1628146
Entity Address, Address Line One	1501 First Avenue South, Suite 600
Entity Address, City or Town	Seattle
Entity Address, State or Province	WA
Entity Address, Postal Zip Code	98134
City Area Code	(206)
Local Phone Number	674-2700
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Trading Symbol	RNWK
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Amendment Flag	false
Entity Central Index Key	0001046327
Common Stock
Entity Information [Line Items]
Title of 12(b) Security	Common Stock, Par Value $0.001 per share
Convertible Preferred Stock
Entity Information [Line Items]
Title of 12(b) Security	Preferred Share Purchase Rights