0001351285-15-000062.txt : 20150805 0001351285-15-000062.hdr.sgml : 20150805 20150805160630 ACCESSION NUMBER: 0001351285-15-000062 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20150805 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20150805 DATE AS OF CHANGE: 20150805 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ROSETTA STONE INC CENTRAL INDEX KEY: 0001351285 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 043837082 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-34283 FILM NUMBER: 151029022 BUSINESS ADDRESS: STREET 1: 1919 NORTH LYNN STREET STREET 2: SUITE 700 CITY: ARLINGTON STATE: VA ZIP: 22209 BUSINESS PHONE: 1-800-788-0822 MAIL ADDRESS: STREET 1: 1919 NORTH LYNN STREET STREET 2: SUITE 700 CITY: ARLINGTON STATE: VA ZIP: 22209 8-K 1 a2015q28k.htm 8-K 2015 Q2 8K


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): August 5, 2015
 
Rosetta Stone Inc.
(Exact name of registrant as specified in its charter)
 
Delaware
 
001-34283
 
043837082
(State or Other Jurisdiction
of Incorporation)
 
(Commission File Number)
 
(IRS Employer
Identification Number)
 
1919 North Lynn St., 7th Fl., Arlington, Virginia 22209
(Address of principal executive offices, including zip code)
 
703-387-5800
(Registrant’s telephone number, including area code)
 
N/A
(Former name or former address, if changed since last report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 
o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))





Item 2.02. Results of Operations and Financial Condition.
 
On August 5, 2015, Rosetta Stone Inc. announced its financial results for the fiscal second quarter ended June 30, 2015.  A copy of the press release is furnished as Exhibit 99.1 to this report. In addition, a copy of the presentation slides which will be discussed during the Company’s earnings call at 5:30 p.m. Eastern Time on Wednesday, August 5, 2015 will be posted on the Rosetta Stone website at http://investors.rosettastone.com before the time of the earnings call.
 
In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, including the exhibits, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or under the Exchange Act, regardless of any general incorporation language in any such filing, and only if and to the extent as shall be expressly set forth by specific reference in such filing.
 
Item 9.01. Financial Statements and Exhibits.

(d)
Exhibits.

99.1
Press Release dated August 5, 2015, furnished herewith.



2



SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: August 5, 2015 
 
 
 
ROSETTA STONE INC.
 
By:
/s/ Sonia G. Cudd
 
 
Name: Sonia G. Cudd
 
 
Title:  General Counsel and Secretary

3



EXHIBIT INDEX
 
Exhibit
 No.
 
Description
 
 
 
99.1
 
Press Release dated August 5, 2015, furnished herewith.


4
EX-99.1 2 a2015q2991.htm EXHIBIT 99.1 2015 Q2 99.1


Exhibit 99.1

 
Rosetta Stone Inc. Reports Second Quarter 2015 Results
 
Net Loss Narrows by 48% Reflecting 20% Growth in Enterprise & Education Segment Revenue, Driven by Lexia
Combined with Management's Actions to Reduce Costs

 
ARLINGTON, VA — August 5, 2015 — Rosetta Stone Inc. (NYSE: RST), a world leader in technology-based learning solutions, today announced financial results for the second quarter 2015. Revenue totaled $51.4 million, down $5.9 million compared to $57.3 million in the year-ago period. Net loss for the second quarter 2015 totaled $8.2 million, or $(0.38) per diluted share. In the year-ago period, net loss totaled $15.8 million, or $(0.74) per diluted share.
Second Quarter 2015 Overview
Revenue in the Enterprise & Education (“E&E”) segment totaled $23.3 million, up $3.9 million compared to $19.4 million in the year-ago period, reflecting the benefit of purchase accounting impacts, which lowered revenue in the second quarter 2014, and 46% growth in Literacy bookings; Language bookings decreased year-over-year due, in part, to a lower amount of multi-year paid upfront deals and currency impacts
Segment contribution was 38% of revenue for the Consumer segment, up from 25% in the second quarter last year, reflecting a higher return on media spend and heightened focus on profitability
Total operating expense was down $10.7 million versus prior year quarter
Additional $12 million in annualized cost savings initiatives identified, on top of the $50 million announced in March 2015
Net loss of $8.2 million, or $(0.38) per diluted share; net loss included restructuring charges and other related costs totaling $1.3 million (pre-tax)
Revenue-based Adjusted EBITDA, a non-GAAP financial measure, totaled $(0.3) million, up from $(9.0) million in the year-ago period
Ended the quarter with $29.8 million in cash with no debt outstanding
“We continue to transform Rosetta Stone into a more attractive SaaS-based business. Improving margins in our Consumer business, combined with capital allocations to accelerate the growth in our E&E business, will enable us to deliver long-term value,” said John Hass, Interim President and Chief Executive Officer. “We are working quickly to establish a lower cost base as we move into 2016. The $50 million in cost reduction actions taken earlier this year are starting to more fully show in our results, while the additional $12 million in annualized cost savings announced today will begin to be realized by the end of the year.”

Second Quarter 2015 Review
Revenue: Total revenue of $51.4 million was down 10% year-over-year as the transition to make E&E the Company’s dominant segment continued during the second quarter. E&E revenue increased 20% year-over-year to reach a record 45% of the total revenue mix; E&E revenue growth also benefitted from the impact of lower revenue in the second quarter 2014 resulting from purchase accounting impacts on acquired deferred revenue from Lexia and Tell Me More. The Company expects the year-over-year revenues to become more comparable as it laps the purchase accounting impact which will result in lower revenue growth rates than what were experienced in the second quarter 2015. Consumer segment revenue declined $9.8 million, reflecting management’s strategic decision to reduce media spending and manage that business for targeted Adjusted EBITDA.

1



US$ thousands, except for percentages
 
 
 
Three Months Ended June 30,
 
 
 
 
2015
 
2014
 
% change
Revenue from:
 
 
 
 
 
 

Enterprise & Education
 
23,291

 
19,414

 
20
 %
Consumer
 
28,120

 
37,901

 
(26
)%
Total
 
51,411

 
57,315

 
(10
)%
Net Loss: Net loss in the second quarter 2015 improved 48% to $(8.2) million, compared to $(15.8) million in the second quarter a year ago. The improvement primarily reflected a higher gross profit percentage, the cost savings initiative undertaken in March 2015 and lower variable incentive compensation expense. Gross profit as a percent of revenue improved 340 basis points year-over-year to 82.5% in the second quarter 2015. Total operating expenses were $10.7 million lower, as improvements were realized in all major expense categories. Sales and marketing expense was down 19% year-over-year to $30.6 million, due to the decision to conduct fewer promotional campaigns and lower media spending. Research and development expense was down 17% year-over-year to $7.0 million, reflecting a narrowed focus on product enhancements and new initiatives. General and administrative expense was down 15% year-over-year to $11.9 million, largely due to the 15% staff reduction in global non-E&E headcount undertaken in March 2015.
Balance Sheet and Cash Flow: Cash at the end of the second quarter 2015 was $29.8 million, compared with $64.7 million at December 31, 2014. Deferred revenue totaled $123.2 million, compared to $128.2 million at December 31, 2014. Of the total deferred revenue balance, approximately 72% was short-term and will be recognized as revenue over the next 12 months. Free cash flow, a non-GAAP financial measure, was $(16.1) million in the second quarter 2015, compared with $(7.7) million in the year-ago period. The decline in free cash flow largely reflected payments for severance and consulting resulting from the change in strategy and previously announced cost reductions, along with changes in working capital and a smaller increase in deferred revenue. The Company's cash flow is highly seasonal, with a net use of cash during the first half of the year that has historically narrowed over the remaining two quarters with the fourth quarter traditionally being a net generator of cash.
Adjusted EBITDA: Revenue-based Adjusted EBITDA, a non-GAAP financial measure, was $(0.3) million, a favorable change of $8.7 million year-over-year, primarily reflecting the Company's improved net loss in the second quarter 2015.
Effective this quarter, the Company will guide to GAAP revenue but no longer guide to Bookings (a non-GAAP financial measure). Accordingly, investors should disregard prior Bookings guidance, as previous statements made with respect to Bookings will not be updated.
Similarly, investors should disregard prior Bookings-based Adjusted EBITDA guidance, as the Company has reverted to a revenue-based definition of Adjusted EBITDA which no longer adjusts for the change in deferred revenue or the change in deferred commissions. This change is consistent with the fact that the Company will no longer communicate Bookings guidance. The Company’s prior Bookings-based computation of Adjusted EBITDA would have been $1.2 million, an improvement of $1.1 million compared to $0.1 million in the year-ago period.
Earnings Conference Call
In conjunction with this announcement, Rosetta Stone will host a conference call today at 5:30 p.m. ET during which time there will be a discussion of the results and the Company’s business outlook. Investors may dial into the live conference call using 1-201-689-8470 (toll / international) or 1-877-407-9039 (toll-free). A live webcast will also be available in the investor relations section of the Company's website at http://investors.rosettastone.com. A replay will be made available soon after the live conference call is completed and will remain available until midnight on August 12. Investors may dial into the replay using 1-858-384-5517 and passcode 13613827.

Caution on Forward-Looking Statements
This document contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts, and often include words such as "believes," "expects," "anticipates," "estimates," "intends," "plans," "seeks" or words of similar meaning, or future-looking or conditional verbs, such as "will," "should," "could," "may," "might, " "aims," "intends," or

2



"projects." These statements may relate to: our revised business strategy; guidance or projections related to revenue, Adjusted EBITDA, bookings, and other measures of future economic performance; the contributions and performance of our businesses including acquired businesses and international operations; projections for future capital expenditures; and other guidance, projections, plans, objectives, and related estimates and assumptions. A forward-looking statement is neither a prediction nor a guarantee of future events or circumstances, and those future events or circumstances might not occur. In addition, forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from our present expectations or projections. Some important factors that could cause actual results to differ materially from what we say in our forward-looking statements include: the risk that we are unable to execute our business strategy; declining demand for our language learning solutions; the risk that we are not able to manage and grow our business; the impact of any revisions to our pricing strategy; the risk that we might not succeed in introducing and producing new products and services; the impact of foreign exchange fluctuations; the adequacy of internally generated funds and existing sources of liquidity, such as bank financing, as well as our ability to raise additional funds; the risk that we cannot effectively adapt to and manage complex and numerous technologies; the risk that businesses acquired by us might not perform as expected; and the risk that we are not able to successfully expand internationally. We expressly disclaim any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. These and other risks and uncertainties are more fully described in the Company's filings with the U.S. Securities and Exchange Commission (SEC). We encourage you to review those documents before making any investment decision.
Non-GAAP Financial Measures
This press release also contains several references to non-GAAP financial measures.
Bookings represent executed sales contracts received by the Company that are either recorded immediately as revenue or as deferred revenue.

Adjusted EBITDA is GAAP net income/(loss) plus interest income and expense, other income/expense, income tax benefit and expense, depreciation, amortization, and stock-based compensation expense. In addition, Adjusted EBITDA excludes impairments, any items related to the litigation with Google Inc., consulting and other related costs associated with the development and implementation of the accelerated strategy and cost reductions, restructuring and related wind down costs, severance costs, and transaction and other costs associated with mergers and acquisitions, as well as all adjustments related to recording the non-cash tax valuation allowance for deferred tax assets. Adjusted EBITDA for prior periods has been revised to conform to current definition.

Free cash flow is cash flow from operating activities minus cash used in purchases of property and equipment.

The definitions, GAAP comparisons, and reconciliation of those measures with the most directly comparable GAAP financial measures are available in this press release, which is posted on our website at www.rosettastone.com.

Management believes that these non-GAAP measures of financial results provide useful information to investors regarding certain financial and business trends relating to the Company’s financial condition and results of operations. Management uses these non-GAAP measures to compare the Company’s performance to that of prior periods for trend analyses, and for budgeting and planning purposes. Management believes that the use of these non-GAAP financial measures provides an additional tool for investors to use in evaluating ongoing operating results and trends and in comparing the Company’s financial measures with other software and education-technology companies, many of which present similar non-GAAP financial measures to investors.

The Company urges investors to review the reconciliation of its non-GAAP financial measures to the comparable GAAP financial measures, which it includes in press releases announcing earnings information, including this press release, and not to rely on any single financial measure to evaluate the Company’s business. The Company's non-GAAP measures may not be comparable to those used by other companies, and we encourage you to review and understand all our financial reporting before making any investment decision.

About Rosetta Stone Inc.
Rosetta Stone Inc. (NYSE: RST) is dedicated to changing people's lives through the power of language and literacy education. The Company's innovative, personalized language and reading programs drive positive learning outcomes in thousands of schools, businesses, government organizations and for millions of individual learners around the world.
Founded in 1992, Rosetta Stone pioneered the use of interactive software to accelerate language learning and is widely recognized today as the industry leader in providing effective language programs. The Company's cloud-based programs allow users to learn online or on-the-go via tablet or smartphone, whether in a classroom, in a corporate setting, or in a personal learning environment. Rosetta Stone is also a leader in the literacy education space, helping millions of students build fundamental reading skills through its Lexia Learning division. Additionally, the Company's Fit Brains business offers

3



personalized brain training programs developed by neuroscientists and award-winning game designers to be fun and help keep your brain sharp.
Rosetta Stone is based in Arlington, VA, and has offices and operations around the world. For more information, visit www.rosettastone.com. "Rosetta Stone" is a registered trademark or trademark of Rosetta Stone Ltd. in the United States and other countries.
Investors:
Frank Milano
ir@rosettastone.com
703-387-5876

Media Contact:
Michelle Alvarez
malvarez@rosettastone.com
703-387-5862


4



ROSETTA STONE INC.
CONSOLIDATED BALANCE SHEETS
(in thousands, except per share amounts)
(unaudited)

 
 
 
June 30, 2015
 
December 31, 2014
Assets
 
 

 
 

Current assets:
 
 
 
 

Cash and cash equivalents
 
$
29,803

 
$
64,657

Restricted cash
 
100

 
123

Accounts receivable (net of allowance for doubtful accounts of $1,514 and $1,434, at June 30, 2015 and December 31, 2014, respectively)
 
43,530

 
76,757

Inventory, net
 
7,636

 
6,500

Deferred sales commissions
 
11,426

 
10,740

Prepaid expenses and other current assets
 
6,472

 
5,038

Income tax receivable
 
1,100

 
464

Total current assets
 
100,067

 
164,279

Deferred sales commissions
 
5,088

 
4,362

Property and equipment, net
 
25,231

 
25,277

Goodwill
 
56,892

 
58,584

Intangible assets, net
 
31,081

 
34,377

Other assets
 
1,898

 
1,525

Total assets
 
$
220,257

 
$
288,404

Liabilities and stockholders' equity
 
 

 
 

Current liabilities:
 
 

 
 

Accounts payable
 
$
8,762

 
$
19,548

Accrued compensation
 
10,148

 
14,470

Obligations under capital lease
 
372

 
594

Other current liabilities
 
33,786

 
56,157

Deferred revenue
 
88,590

 
95,240

Total current liabilities
 
141,658

 
186,009

Deferred revenue
 
34,577

 
32,929

Deferred income taxes
 
1,910

 
1,554

Obligations under capital lease
 
2,696

 
3,154

Other long-term liabilities
 
991

 
1,313

Total liabilities
 
181,832

 
224,959

Commitments and contingencies
 
 

 
 

Stockholders' equity:
 
 

 
 

Preferred stock, $0.001 par value; 10,000 and 10,000 shares authorized, zero and zero shares issued and outstanding at June 30, 2015 and December 31, 2014, respectively
 

 

Non-designated common stock, $0.00005 par value, 190,000 and 190,000 shares authorized, 23,156 and 22,936 shares issued and 22,156 and 21,936 shares outstanding at June 30, 2015 and December 31, 2014, respectively
 
2

 
2

Additional paid-in capital
 
181,986

 
178,554

Accumulated loss
 
(131,057
)
 
(102,998
)
Accumulated other comprehensive loss
 
(1,071
)
 
(678
)
Treasury stock, at cost, 1,000 and 1,000 shares at June 30, 2015 and December 31, 2014, respectively
 
(11,435
)
 
(11,435
)
Total stockholders' equity
 
38,425

 
63,445

Total liabilities and stockholders' equity
 
$
220,257

 
$
288,404


5



ROSETTA STONE INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share amounts)
(unaudited)
 
 
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
 
2015
 
2014
 
2015
 
2014
Revenue:
 
 

 
 

 
 
 
 
Product
 
$
14,209

 
$
28,125

 
$
34,183

 
$
60,497

Subscription and service
 
37,202

 
29,190

 
75,670

 
57,583

Total revenue
 
51,411

 
57,315

 
109,853

 
118,080

Cost of revenue:
 
 

 
 

 
 
 
 
Cost of product revenue
 
3,719

 
7,269

 
9,356

 
15,093

Cost of subscription and service revenue
 
5,301

 
4,691

 
10,966

 
9,038

Total cost of revenue
 
9,020

 
11,960

 
20,322

 
24,131

Gross profit
 
42,391

 
45,355

 
89,531

 
93,949

Operating expenses:
 
 

 
 

 
 
 
 
Sales and marketing
 
30,555

 
37,833

 
70,705

 
76,930

Research and development
 
6,953

 
8,368

 
15,925

 
17,142

General and administrative
 
11,920

 
14,002

 
27,674

 
30,055

Impairment
 
160

 

 
451

 
2,199

Lease abandonment and termination
 

 
118

 

 
3,688

Total operating expenses
 
49,588

 
60,321

 
114,755

 
130,014

Loss from operations
 
(7,197
)
 
(14,966
)
 
(25,224
)
 
(36,065
)
Other income and (expense):
 
 

 
 

 
 
 
 
Interest income
 
7

 
5

 
11

 
10

Interest expense
 
(93
)
 
(50
)
 
(181
)
 
(106
)
Other income and (expense)
 
(503
)
 
(248
)
 
(2,084
)
 
(22
)
Total other income and (expense)
 
(589
)
 
(293
)
 
(2,254
)
 
(118
)
Loss before income taxes
 
(7,786
)
 
(15,259
)
 
(27,478
)
 
(36,183
)
Income tax expense (benefit)
 
389

 
491

 
581

 
(191
)
Net loss
 
$
(8,175
)
 
$
(15,750
)
 
$
(28,059
)
 
$
(35,992
)
Loss per share:
 
 

 
 

 
 
 
 
Basic
 
$
(0.38
)
 
$
(0.74
)
 
$
(1.31
)
 
$
(1.70
)
Diluted
 
$
(0.38
)
 
$
(0.74
)
 
$
(1.31
)
 
$
(1.70
)
Common shares and equivalents outstanding:
 
 

 
 

 
 
 
 
Basic weighted average shares
 
21,689

 
21,252

 
21,355

 
21,188

Diluted weighted average shares
 
21,689

 
21,252

 
21,355

 
21,188

 



6



ROSETTA STONE INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited) 
 
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
 
2015
 
2014
 
2015
 
2014
CASH FLOWS FROM OPERATING ACTIVITIES:
 
 

 
 

 
 
 
 
Net loss
 
$
(8,175
)
 
$
(15,750
)
 
$
(28,059
)
 
$
(35,992
)
Adjustments to reconcile net loss to cash used in operating activities:
 
 
 
 
 
 

 
 
Stock-based compensation expense
 
2,108

 
1,953

 
3,395

 
3,359

Loss on foreign currency transactions
 
323

 

 
1,695

 

Bad debt expense
 
542

 
515

 
952

 
1,472

Depreciation and amortization
 
3,333

 
3,460

 
6,683

 
6,894

Deferred income tax expense (benefit)
 
84

 
292

 
379

 
(464
)
Loss (gain) on disposal of equipment
 
(1
)
 
3

 
(2
)
 
109

Amortization of debt issuance costs
 
36

 

 
68

 

Loss on impairment
 
160

 

 
451

 
2,199

(Income) from equity method investments
 
(9
)
 

 
(9
)
 

Net change in:
 
 
 
 
 
 
 
 
Restricted cash
 
7

 
(43
)
 
24

 
17

Accounts receivable
 
7,119

 
(5,064
)
 
31,665

 
12,852

Inventory
 
790

 
687

 
(1,167
)
 
(347
)
Deferred sales commissions
 
(1,506
)
 
(2,557
)
 
(1,447
)
 
(3,934
)
Prepaid expenses and other current assets
 
(177
)
 
(113
)
 
(1,499
)
 
423

Income tax receivable
 
(189
)
 
(13
)
 
(633
)
 
(652
)
Other assets
 
155

 
47

 
(159
)
 
737

Accounts payable
 
(6,337
)
 
(1,192
)
 
(10,738
)
 
(680
)
Accrued compensation
 
(2,944
)
 
4,666

 
(4,090
)
 
(3,457
)
Other current liabilities
 
(10,834
)
 
(2,592
)
 
(19,875
)
 
(12,053
)
Other long-term liabilities
 
(96
)
 
(78
)
 
(321
)
 
(250
)
Deferred revenue
 
2,312

 
11,305

 
(3,919
)
 
11,663

Net cash used in operating activities
 
(13,299
)
 
(4,474
)
 
(26,606
)
 
(18,104
)
CASH FLOWS FROM INVESTING ACTIVITIES:
 
 
 
 
 
 
 
 
Purchases of property and equipment
 
(2,771
)
 
(3,178
)
 
(5,153
)
 
(4,544
)
Decrease in restricted cash for Vivity acquisition
 

 

 

 
12,314

Acquisitions, net of cash acquired
 

 
(1,526
)
 
(1,688
)
 
(41,687
)
Other investing activities
 
(280
)
 

 
(280
)
 

Net cash used in investing activities
 
(3,051
)
 
(4,704
)
 
(7,121
)
 
(33,917
)
CASH FLOWS FROM FINANCING ACTIVITIES:
 
 
 


 
 
 
 
Proceeds from the exercise of stock options
 

 
188

 
37

 
642

Payment of financing fees
 
(7
)
 

 
(34
)
 

Payments under capital lease obligations
 
(93
)
 
(305
)
 
(375
)
 
(366
)
Net cash (used in) provided by financing activities
 
(100
)
 
(117
)
 
(372
)
 
276

Decrease in cash and cash equivalents
 
(16,450
)
 
(9,295
)
 
(34,099
)
 
(51,745
)
Effect of exchange rate changes in cash and cash equivalents
 
329

 
160

 
(755
)
 
(241
)
Net decrease in cash and cash equivalents
 
(16,121
)
 
(9,135
)
 
(34,854
)
 
(51,986
)
Cash and cash equivalents—beginning of period
 
45,924

 
55,974

 
64,657

 
98,825

Cash and cash equivalents—end of period
 
$
29,803

 
$
46,839

 
$
29,803

 
$
46,839

 


7



ROSETTA STONE INC.
Reconciliation of GAAP Net Loss to Adjusted EBITDA
(in thousands)
(unaudited)
 
 
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
 
2015
 
2014
 
2015
 
2014
GAAP net loss
 
$
(8,175
)
 
$
(15,750
)
 
(28,059
)
 
(35,992
)
Total other non-operating (income) and expense
 
589

 
293

 
2,254

 
118

Income tax expense (benefit) expense
 
389

 
491

 
581

 
(191
)
Impairment
 
160

 

 
451

 
2,199

Stock-based compensation
 
2,108

 
1,953

 
3,395

 
3,359

Depreciation and amortization
 
3,333

 
3,460

 
6,683

 
6,894

Other EBITDA adjustments
 
1,331

 
561

 
7,765

 
8,567

Adjusted EBITDA*
 
$
(265
)
 
$
(8,992
)
 
$
(6,930
)
 
$
(15,046
)
 

* Beginning Q2 2015, Adjusted EBITDA is GAAP net income/(loss) plus interest income and expense, other income/expense, income tax benefit and expense, depreciation, amortization, and stock-based compensation expense. In addition, Adjusted EBITDA excludes impairments, any items related to the litigation with Google Inc., consulting and other related costs associated with the development and implementation of the accelerated strategy and cost reductions, restructuring and related wind down costs, severance costs, and transaction and other costs associated with mergers and acquisitions, as well as all adjustments related to the non-cash tax valuation allowance for deferred tax assets. Adjusted EBITDA for prior periods has been revised to conform to the current definition. See below for a reconciliation of the definition of Adjusted EBITDA prior to Q2 2015 which included the impact of the change in deferred revenue (excluding acquired deferred revenue) less the change in deferred commissions.

 
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
 
2015
 
2014
 
2015
 
2014
Adjusted EBITDA using definition beginning Q2 2015
 
$
(265
)
 
$
(8,992
)
 
(6,930
)
 
(15,046
)
Change in deferred revenue
 
2,944

 
11,689

 
(5,002
)
 
12,165

Change in deferred commission
 
(1,518
)
 
(2,556
)
 
(1,412
)
 
(3,933
)
Adjusted EBITDA using definition prior to Q2 2015
 
$
1,161

 
$
141

 
$
(13,344
)
 
$
(6,814
)


8



ROSETTA STONE INC.
Reconciliation of Cash Used in Operating Activities to Free Cash Flow
(in thousands)
(unaudited)

 
 
Three Months Ended 
 June 30,
 
Six Months Ended 
 June 30,
 
 
2015
 
2014
 
2015
 
2014
Net cash used in operating activities
 
$
(13,299
)
 
$
(4,474
)
 
$
(26,606
)
 
$
(18,104
)
Purchases of property and equipment
 
(2,771
)
 
(3,178
)
 
(5,153
)
 
(4,544
)
Free cash flow*
 
$
(16,070
)
 
$
(7,652
)
 
$
(31,759
)
 
$
(22,648
)

* Free cash flow is cash flow from operations minus cash used in purchases of property and equipment.




9



Rosetta Stone Inc.
Business Metrics
(unaudited)
 
 
 
Quarter-Ended
 
Year
Ended
 
Quarter-Ended
 
 
Mar 31
2014
 
Jun 30
2014
 
Sep 30
2014
 
Dec 31
2014
 
Dec 31
2014
 
Mar 31
2015
 
Jun 30
2015
Revenue by Segment (in thousands, except percentages)
 
 

 
 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Enterprise & Education
 
17,882

 
19,414

 
22,532

 
24,872

 
84,700

 
23,168

 
23,291

Consumer
 
42,883

 
37,901

 
41,983

 
54,386

 
177,153

 
35,274

 
28,120

Total
 
60,765

 
57,315

 
64,515

 
79,258

 
261,853

 
58,442

 
51,411

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
YoY Growth (%)
 
 

 
 

 
 

 
 

 
 

 
 

 
 
Enterprise & Education
 
28
 %
 
32
 %
 
50
 %
 
51
 %
 
41
 %
 
30
 %
 
20
 %
Consumer
 
(14
)%
 
(20
)%
 
(8
)%
 
(11
)%
 
(13
)%
 
(18
)%
 
(26
)%
Total
 
(5
)%
 
(8
)%
 
6
 %
 
2
 %
 
(1
)%
 
(4
)%
 
(10
)%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
% of Total Revenue
 
 

 
 

 
 

 
 

 
 

 
 

 
 
Enterprise & Education
 
29
 %
 
34
 %
 
35
 %
 
31
 %
 
32
 %
 
40
 %
 
45
 %
Consumer
 
71
 %
 
66
 %
 
65
 %
 
69
 %
 
68
 %
 
60
 %
 
55
 %
Total
 
100
 %
 
100
 %
 
100
 %
 
100
 %
 
100
 %
 
100
 %
 
100
 %
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Revenues by Geography (in thousands, except percentages)
 
 

 
 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
United States
 
49,410

 
46,637

 
51,592

 
64,431

 
212,070

 
46,189

 
41,539

International
 
11,355

 
10,678

 
12,923

 
14,827

 
49,783

 
12,253

 
9,872

Total
 
60,765

 
57,315

 
64,515

 
79,258

 
261,853

 
58,442

 
51,411

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Revenues by Geography (as a %)
 
 

 
 

 
 

 
 

 
 

 
 
United States
 
81
 %
 
81
 %
 
80
 %
 
81
 %
 
81
 %
 
79
 %
 
81
 %
International
 
19
 %
 
19
 %
 
20
 %
 
19
 %
 
19
 %
 
21
 %
 
19
 %
Total
 
100
 %
 
100
 %
 
100
 %
 
100
 %
 
100
 %
 
100
 %
 
100
 %
 

Prior period data has been modified where applicable to conform to current presentation for comparative purposes. Immaterial rounding differences may be present in this data in order to conform to Financial Statement totals.

10
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