[August 05, 2014]

Rosetta Stone Inc. Reports Second Quarter 2014 Results

Rosetta Stone Inc. (NYSE:RST), a leading provider of technology-based language-learning, reading and brain fitness solutions, today announced financial results for the second quarter of 2014.

• Transformation continues to move forward
• Enterprise & Education ("E&E") business improves with accelerating 73% bookings growth and 8% pro forma growth
• Integration of acquisitions is proceeding as planned and acquired businesses are contributing to bookings gains
• Consumer business still negatively impacted by soft retail and call center channels
• Delivered financial results in line with guidance
• Confirming full-year 2014 guidance

"The second quarter reflected further evidence of the transformation underway at Rosetta Stone," stated Steve Swad, President and Chief Executive Officer. "With accelerating growth in our E&E segment, we started to see the positive results of our increased focus on this business, in both language and literacy. These results give us confidence that we are on a path to accelerate E&E growth further in the second half of the year. In North America Consumer, we are still fighting headwinds caused by channel shift and pricing pressure, but we made strides towards expanding our ecosystem of consumers across language and brain fitness. We are excited about how our expanding consumer portfolio, with the addition of Fit Brains and the late 2014 introduction of Rosetta Stone Reading for Kids, should stabilize and incrementally grow our Consumer business."

Second Quarter 2014 Operational and Financial Highlights

Bookings: Total consolidated bookings, excluding the shuttered North American Kiosk channel, increased 10% to $69.0 million from $62.5 million in the year-ago period. Bookings in the Global Enterprise & Education ("E&E") segment increased 73% compared with a year-ago. Pro forma E&E bookings increased 8% versus a year-ago. Within E&E, language bookings increased 2% on a pro forma basis while bookings from Literacy increased 38% on a pro forma basis compared with the second quarter of 2013. North America Consumer segment ("NA Consumer") bookings excluding Kiosk decreased 10% to $34.8 million from $38.7 million, reflecting a $3.2 million decrease in retail channel bookings and a decline in call center bookings. Web channel bookings increased slightly in the quarter, while bookings from Fit Brains added an incremental $1.2 million to NA Consumer. Rest of World ("ROW") Consumer segment bookings declined 27%, primarily reflecting the downsizing of operations in Asia in the first quarter of 2014.

Revenue: Total revenue excluding North American Kiosk channel revenues, which was shuttered in April of 2013, decreased $3.9 million or 6% to $57.3 million from $61.2 million. E&E revenue grew 32% in the second quarter compared with a year ago. NA Consumer revenue excluding Kiosk decreased 17% to $32.4 million, primarily reflecting weakness in the retail and call center channels. Fit Brains contributed $0.5 million during the quarter. ROW Consumer revenue decreased 27% due mainly to the downsizing in Asia in the first quarter of 2014.

• Adjusted EBITDA: Adjusted EBITDA in the second quarter was negative $0.1 million vs. $3.7 million a year ago. The decrease in Adjusted EBITDA compared with 2Q13 primarily reflects the lower contribution from N.A. Consumer, partially offset by an increase in contribution from E&E. The lower contribution from N.A. Consumer is primarily due to the $4.5 million of lower bookings in the quarter, predominantly from the retail channel, combined with higher sales & marketing costs of approximately $2.4 million. The net effect is a $6.5 million decrease in segment contribution from N.A. Consumer. This was partially offset by a $3.7 million increase in segment contribution from E&E. Contribution from ROW Consumer was unchanged with the prior year period.
• Balance Sheet and Cash Flow: Cash at the end of the quarter was $46.8 million compared with $56.0 million at 3/31/14. The company continued to have no debt. Deferred revenue of $93.2 million increased $11.7 million in the quarter compared with $81.5 million at 3/31/14 and increased $31.2 million compared with $61.6 million a year ago, reflecting the growth in E&E over the past year. Over 80% of this deferred revenue balance is short term and will be recognized over the next 12 months. Free cash flow in the second quarter was negative $7.7 million compared with positive $0.8 million a year ago, but was a sequential improvement of $7.3 million from the first quarter of 2014. The decline in free cash flow reflects the impact of lower Adjusted EBITDA, a $1.5 million increase in capital expenditures to $3.2 million, and an increase in working capital. A cash payment of $1.7 million related to the holdback for the Lexia acquisition was paid in the quarter.

Guidance

The company is maintaining its guidance for the full year 2014 as follows:

Non-GAAP Financial Measures

This press release contains several 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, income tax benefit and expense, depreciation, amortization and stock-based compensation expense, goodwill impairment plus the change in deferred revenue (excluding acquired deferred revenue) less the change in deferred commissions. In addition, Adjusted EBITDA excludes any items related to the litigation with Google Inc., 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 operations less cash used in purchases of property and equipment.

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 and education-technology companies, many of which present similar non-GAAP financial measures to investors.

Management typically excludes the amounts described below 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.

Earnings Results 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 an Earnings Results webcast today at 5:00 pm eastern time (ET) during which time there will be a discussion of 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.

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.

About Rosetta Stone

Rosetta Stone Inc. (NYSE:RST) is dedicated to changing the way the world learns. The company's innovative technology-driven language, reading and brain fitness solutions are used by thousands of schools, businesses, government organizations and millions of individuals around the world. Founded in 1992, Rosetta Stone pioneered the use of interactive software to accelerate language learning. Today the company offers courses in 30 languages, from the most commonly spoken (such as English, Spanish and Mandarin) to the less prominent (including Swahili, Swedish and Tagalog). Since 2013, Rosetta Stone has expanded beyond language and deeper into education-technology with its acquisitions of Livemocha, Lexia Learning, Vivity Labs, and Tell Me More. Rosetta Stone is based in Arlington, VA, and has offices around the world.

Cautionary Statement Regarding Forward-Looking Statements

Certain information contained in this presentation and certain comments today constitute forward-looking statements for purposes of the safe harbor provisions of The Private Securities Litigation Reform Act of 1995. 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 our 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; our international operations and growth plans; our plans regarding our kiosks and retail relationships; our plans regarding our Enterprise and Education 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 realign our cost structure and revitalizing our go-to-market strategy; our plans to transition our distribution to more online in the consumer business; our ability to expand our product offerings beyond our core adult-focused language learning solutions, including the launch of Kids reading and brain fitness; our ability to introduce successfully Lexia's Core5 reading product to the consumer market; our ability to expand our offerings to more devices and apps, our ability to identify and successfully close and integrate additional acquisition targets; our plans with respect to and our ability to successfully integrate Lexia, Livemocha, Tell Me More and Vivity into our business; adverse trends in general economic conditions and the other factors including the "Risk Factors" more fully described 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 year period ended December 31, 2013, which is on file with the SEC. We encourage you to review those factors before making any investment decision. You should not place undue reliance on forward-looking statements because they involve factors that are, in some cases, beyond our control and that could materially affect actual results, levels of activity, performance, or achievements.

Today's presentation and discussion also contains references to non-GAAP financial measures. The full definition and reconciliation of those measures is available in our Form 8-K filed with the SEC on August 5, 2014. 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. 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. Our definitions of non-GAAP measures may not be comparable to the definitions used by other companies, and we encourage you to review and understand all our financial reporting before making any investment decision.

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.

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.

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