Rosetta Stone Inc. Reports Fourth Quarter and Full Year 2012 Results

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Rosetta Stone Inc. Reports Fourth Quarter and Full Year 2012 Results

Strong Close to the Year Helps Deliver $13.8 million of Adjusted EBITDA for FY 2012;

Ends Year with All-Time High Cash Balance of $148 million;


Company Expects 16% to 30% Adjusted EBITDA Growth in 2013

ARLINGTON, Va.--(BUSINESS WIRE)-- Rosetta Stone Inc. (NYS: RST) , a leading provider of technology-based language-learning solutions, today announced financial results for the fourth quarter 2012, as summarized below:

     
US$ thousandsThree Months EndedYear Ended
except per-share dataDecember 31,%December 31,%
2012 2011change20122011change
Total revenue$78,701$80,527-2%$273,241$268,4492%
Total bookings$84,327$84,834-1%$284,762$273,1874%
 
Net income/(loss)$4,006($4,979)180%($35,831)($19,988)-79%
Net income/(loss) per share:$0.19($0.24)179%($1.70)($0.96)-77%
 

Adjusted net income/(loss)(1)

$3,370($1,531)320%($1,274)($16,391)92%

Adjusted net income/(loss) per share: (1)

$0.15($0.07)314%($0.06)($0.79)92%
 

Adjusted EBITDA (2)

$9,126$7,07329%$13,811($6,090)327%
 
Cash flow from operations$23,409$7,391217%$34,901$3,373935%
Purchases of property and equipment($1,248)($2,032)39%($4,187)($9,940)58%
Free cash flow$22,161$5,359314%$30,714($6,567)568%
 

(1) Adjusted net income (loss) and adjusted income (loss) per share exclude the impact of items related to its litigation with Google, Inc., restructuring costs as well as all adjustments related to recording the non-cash tax valuation allowance for deferred tax assets. Adjusted net income (loss) for prior periods has been revised to conform to current definition.

(2) Adjusted EBITDA is GAAP net income (loss) plus interest income and expense, income tax benefit and expense, depreciation, amortization and stock-based compensation expenses. Adjusted EBITDA excludes any items related to the litigation with Google Inc., and restructuring costs. Adjusted EBITDA for prior periods has been revised to conform to current definition.

Definitions and reconciliations for all non-GAAP measures are provided in this press release.

Steve Swad, President and Chief Executive Officer of Rosetta Stone, said, "I am very pleased with how Rosetta Stone performed in 2012. Early in the year we set the strategy and since then we have been executing at a pace that meets or exceeds our expectations. The business transitioned during the year as we shifted the focus of the business to more online and digital, growing our consumer Online Learner base 157% to over 68,000 and launching a digital downloadable version of our product on our website. We also utilized new partners to expand distribution and increased our social and mobile engagement." Swad continued, "As we move through 2013, we have more opportunities ahead of us and we plan to invest further in product development to capitalize on these opportunities and deliver new and innovative products to our customers."

Fourth Quarter and Full Year 2012 Operational and Financial Highlights

  • Bookings: Total bookings decreased less than 1% in the fourth quarter year-over-year to $84.3 million as 5% growth in the North American Consumer segment ("NA Consumer") and 6% growth in the Institutional segment were offset by a $4.1MM decrease from the Rest of World Consumer segment ("ROW Consumer"). Full year 2012 bookings increased 4%, reflecting 14% growth in NA Consumer and 4% growth in Institutional, offset by a 24% decrease in ROW Consumer. Growth in NA Consumer for the quarter and the year reflects increases in Product Unit sales and Paid Online Learners as the Company leveraged new partners and increased online and digital sales. Decreases in ROW Consumer bookings reflected weakness in Japan and the absence of Product Unit sales in Germany compared with a year-ago.
  • Revenue: Consolidated revenue decreased 2% in the fourth quarter year-over-year to $78.7 million from $80.5 million a year ago. NA Consumer revenue decreased less than 1% reflecting both the shift to Online Learner sales and lower average selling price for Product Units. ROW Consumer revenue decreased 21% due to ongoing softness in Japan and the absence of Product Unit sales in Germany reflecting the shift to an online-only business. Both NA and ROW Consumer segment revenue were impacted by a rationalization of our kiosk channel. Institutional revenue increased 8% in the fourth quarter where strength in the Corporate and International verticals offset softness in K-12. Full year 2012 revenue increased 2% representing 10% growth in NA Consumer, partially offset by a 20% decline in ROW Consumer and a slight decrease in Institutional. The Institutional business was impacted by the non-renewal of the Army and Marines contracts in 2011, which impacted revenue in each of the first three quarters of 2012 and was partially offset by increases in Corporate, International and Emerging Markets.
      
US$ thousandsThree Months Ended

Twelve Months Ended

December 31,December 31,December 31, December 31,
20122011% change20122011% change
Revenue from:
North America Consumer$52,946$53,1840%$172,826$157,56110%
Rest of World Consumer10,08812,848-21%40,24850,465-20%
Total Consumer63,03466,032-5%213,074208,0262%
Institutional15,66714,4948%60,16760,4230%
Total78,70180,526-2%273,241268,4492%
 
  • Adjusted EBITDA: Adjusted EBITDA for the fourth quarter was $9.1 million, a 29% increase versus $7.1 million in the fourth quarter of 2011. The improvement in Adjusted EBITDA was due to lower operating expenses that offset the decline in fourth quarter revenue. Cost of Goods Sold decreased $1.9 million due to lower hard-product box costs and a shift to online offerings. Sales and marketing expenses and general and administrative (G&A) expenses also both decreased by $1.6 million and $1.8 million, respectively, on a normalized basis after adjusting the fourth quarter of 2011 for stock-compensation expense related to the cancellation of the Company's Long Term Incentive Plan ("LTIP") in that period. For the full year 2012, Adjusted EBITDA increased $19.9 million to $13.8 million from negative $6.1 million in 2011. The improvement in Adjusted EBITDA primarily reflects 2% revenue growth combined with a $9.2 million reduction in sales & marketing expenses and a $3.5 million decrease in G&A expenses, on a normalized basis, as the company improved its selling and marketing efficiency and better leveraged its fixed operating structure. Improvements in sales and marketing were mainly due to reducing the company's kiosk footprint and more effectively managing media spend, particularly in ROW Consumer.
  • Adjusted Net Income and Adjusted EPS: Rosetta Stone recorded Adjusted Net Income of $3.4 million in the fourth quarter 2012, compared to Adjusted Net Loss of $1.5 million in the fourth quarter of 2011. Adjusted Net Income per share was $0.15 compared to an Adjusted Net Loss of $0.07 per share in the prior year period. For full year 2012, Rosetta Stone recorded Adjusted Net Loss of $1.3 million, compared to Adjusted Net Loss of $16.4 million for the full year 2011. Full year 2012 Adjusted Net Loss per share was $0.06 compared to an Adjusted Net Loss of $0.79 per share in the prior year period Adjusted Net Income and Adjusted EPS.
  • Balance Sheet and Cash Flow: Cash, cash equivalents and short-term investments increased $22.2 million to $148.3 million at December 31, 2012 from $126.1 million at September 30, 2012, and increased $32.0 million compared with $116.3 million at December 31, 2011. The company has no debt. Free cash flow in the fourth quarter was $22.2 million compared with $5.4 million a year ago. For the full year 2012, free cash flow was $30.7 million compared with ($6.6) million for 2011. Capital expenditures were $4.2 million for 2012 compared with $9.9 million for 2011. The fourth quarter cash flow from operations included $8.0 million in cash tax refunds.

Financial Outlook

The company is providing the following guidance for the full year 2013:

       
2013 Guidance      
  Range
($ Millions)  Low  High
Revenue$280  $290
Growth rate from 20122%6%
 
Adjusted EBITDA$16$18
Growth rate from 201216%30%
 
Adjusted Net Income($1)$1
Growth rate from 201266%134%
 
Adjusted EPS($0.02)$0.04
Growth rate from 201287%127%
 
Shares Outstanding (MM)21.521.5
 
Capital Expenditures$5$8
 

Non-GAAP Financial Measures

This press release contains several non-GAAP financial measures.

Adjusted EBITDA is GAAP net income or loss plus interest income and expense, income tax benefit and expense, depreciation, amortization and stock-based compensation expenses. Adjusted EBITDA excludes any items related to the litigation with Google Inc., restructuring costs and transaction and other costs associated with mergers and acquisitions. Adjusted EBITDA for prior periods has been revised to conform to current definition.

Adjusted net income (loss) and adjusted net income (loss) per share exclude the impact of items related to its litigation with Google, Inc., restructuring 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.

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

Bookings represent executed sales contracts received by the Company that are either recorded immediately as revenue or as deferred revenue.

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, for purposes of determining executive incentive compensation, and for budgeting and planning purposes. These measures are used in monthly financial reports prepared for management and in quarterly financial reports presented to the Company's board of directors. 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 companies, many of which present similar non-GAAP financial measures to investors.

Management typically excludes the amounts described above when evaluating the Company's operating performance and believes that the resulting non-GAAP measures are useful to investors and financial analysts in assessing the Company's operating performance due to the following factors:

  • Amortization of Acquired Intangibles. Amortization costs and the related tax effects are fixed at the time of an acquisition, and then amortized over a period of several years after the acquisition and generally cannot be changed or influenced by management after the acquisition.
  • Stock-based Compensation. Although stock-based compensation is an important aspect of compensation of the Company's employees and executives, stock-based compensation expense is generally fixed at the time of grant, then amortized over a period of several years after the grant of the stock-based instrument, and generally cannot be changed or influenced by management after the grant. In addition, the impact of shares granted under these plans is considered in the Company's EPS calculation to the extent the shares are dilutive.
  • Bookings. Although revenue is an important aspect of measuring Company performance, the Company believes total sales bookings can be a valuable indicator of the Company's performance. The Company is transitioning to a greater amount of subscription sales, which results in an increasing portion of sales being recorded as deferred revenue.

Management does not consider these non-GAAP measures in isolation or as an alternative to financial measures determined in accordance with GAAP. The principal limitation of these non-GAAP financial measures is that they exclude significant expenses and income that are required by GAAP to be recorded in the Company's financial statements. In addition, they are subject to inherent limitations, because they reflect the exercise of judgments by management about which expenses and items of income are excluded from these non-GAAP financial measures and may not be calculated in the same manner as other companies' similarly titled non-GAAP measures.

In order to compensate for these limitations, management presents its non-GAAP financial measures in connection with its GAAP results. 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.

Reconciliation tables of the most comparable GAAP financial measures to the non-GAAP measures used in this press release are included at the end of this release.

Investor Webcast

This news release and the accompanying tables should be read in conjunction with the additional content that is available on the company's website.

In conjunction with this announcement, Rosetta Stone will host a webcast today at 4:30 p.m. eastern time (ET) to discuss the results and the company's business outlook. The webcast will be available live on the Investor Relations page of the company's website at http://investors.rosettastone.com.

Investors may also dial in to the conference line using one of the following numbers:

1-877-407-9039 (toll-free) or

1-201-689-8470 (toll/international)

A recorded replay of the webcast will be available on the "Investor Relations" page of the company's web site http://investors.rosettastone.com after the live discussion. The replay will also be available beginning at 7:30PM ET until March 14, 2013 via telephone at the following numbers:

1-877-870-5176 (toll-free) or

1-858-384-5517 (toll/international)

Pass Code: 409560

About Rosetta Stone

Rosetta Stone Inc. provides cutting-edge interactive technology that is changing the way the world learns languages. The company's proprietary learning techniques—acclaimed for their power to unlock the natural language-learning ability in everyone—are used by schools, businesses, government organizations and millions of individuals around the world. Rosetta Stone offers courses in over 30 languages, from the most commonly spoken (like English, Spanish and Mandarin) to the less prominent (including Swahili, Swedish and Tagalog). The company was founded in 1992 on the core beliefs that learning to speak a language should be a natural and instinctive process, and that interactive technology can activate the language immersion method powerfully for learners of any age. Rosetta Stone is based in Arlington, VA., and has offices in Harrisonburg, VA, Boulder, CO, Tokyo, Seoul, London, and Sao Paulo.

"Rosetta Stone" is a registered trademark or trademark of Rosetta Stone Ltd. in the United States and other countries.

Cautionary Statement Regarding Forward-Looking Statements

Certain statements in this press release are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including our guidance for future financial performance and operating targets, and our long-term growth prospects. In this context, forward-looking statements often address our expected future business and financial performance, and often contain words such as "project," "believe," "plan," "expect," "anticipate," "estimate," "intend," "should," "would," "could," "potentially," "seek," "may," "likely," "will," "financial outlook," "guidance," "strategy," or "continue." These forward-looking statements reflect the company's current views with respect to future events and are subject to certain risks, uncertainties, and assumptions. A number of important factors could cause actual results or events to differ materially from those indicated by such forward-looking statements, including demand for language learning solutions; the advantages of our products, services, technology, brand and business model as compared to others; our strategic focus; our ability to maintain effective internal controls or to remediate material weaknesses; our cash needs and expectations regarding cash flow from operations; our product development plans; the appeal and efficacy of our products and services; our expectations regarding capturing lifetime value and a broader range of market segments through such offerings; our plans regarding expansion of our marketing initiatives and sales force; our international operations and growth plans; our plans regarding our kiosks and retail relationships; our plans regarding our Institutional business; the impact of any revisions to our pricing strategy; our ability to manage and grow our business and execute our business strategy; our financial performance; our actions to realigning our cost structure and revitalizing our go-to-market strategy; our plans to transition our distribution to more online in the Consumer segment; adverse trends in general economic conditions and the other factors described more fully in the company's filings with the U.S. Securities and Exchange Commission (SEC), including the company's annual report on Form 10-K for the fiscal year ended December 31, 2011, which is on file with the SEC. The company assumes no obligation to update the information in this communication, except as otherwise required by law. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof.

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ROSETTA STONE INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share amounts)
(unaudited)
 
 
 
Three Months EndedTwelve Months Ended
December 31,December 31,
2012201120122011
Revenue:
Product$53,384$60,841$180,919$195,382
Subscription and service 25,317 19,686  92,322  73,067 
Total revenue78,70180,527273,241268,449
 
Cost of revenue:
Cost of product revenue9,59611,06733,68436,497
Cost of subscription and service revenue 3,335 3,758  15,226  12,619 
Total cost of revenue12,93114,82548,91049,116
    
Gross profit 65,770 65,702  224,331  219,333 
 
Operating expenses
Sales and marketing41,00543,316151,646161,491
Research and development5,5106,38923,45324,218
General and administrative 14,211 19,300  55,262  62,031 
Total operating expenses 60,726 69,005  230,361  247,740 
 
Income (loss) from operations5,044(3,303)(6,030)(28,407)
 
Other income and (expense):
Interest income4678187302
Interest expense-0-(5)
Other income (expense) 74