Rosetta Stone 2015 Annual Report Download

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Table of Contents

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
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



(Exact name of registrant as specified in its charter)

(State of incorporation)

(I.R.S. Employer
Identification No.)


(Address of principal executive offices)

(Zip Code)
Registrant's telephone number, including area code:

Securities Registered Pursuant to Section 12(b) of the Act:
  
Common Stock, par value $0.00005 per share New York Stock Exchange
Securities Registered Pursuant to Section 12(g) of the Act:

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No ý
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes o No ý
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing
requirements for the past 90 days. Yes ý No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File
required to be submitted and posted pursuant to Rule 405 of Regulation S-T 232.405 of this chapter) during the preceding 12 months (or for such shorter
period that the registrant was required to submit and post such files). Yes ý No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to
the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment
to this Form 10-K. o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.
See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer o
Accelerated filer ý
Non-accelerated filer o
Smaller reporting company o
(Do not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No ý
The aggregate market value of the common stock held by non-affiliates of the registrant was approximately $136.5 million as of June 30, 2015 (based
on the last sale price of such stock as quoted on the New York Stock Exchange). All executive officers and directors of the registrant and all persons filing a
Schedule 13D with the Securities and Exchange Commission in respect of registrant's common stock have been deemed, solely for the purpose of the
foregoing calculation, to be "affiliates" of the registrant.
As of March 8, 2016, there were 21,882,727 shares of common stock outstanding.

Table of contents

  • Page 1
    ... held by non-affiliates of the registrant was approximately $136.5 million as of June 30, 2015 (based on the last sale price of such stock as quoted on the New York Stock Exchange). All executive officers and directors of the registrant and all persons filing a Schedule 13D with the Securities and...

  • Page 2
    Doguments ingorporated by referenge: Portions of the definitive Proxy Statement to be delivered to stockholders in connection with the 2016 Annual Meeting of Stockholders to be held on May 19, 2016 are incorporated by reference into Part III.

  • Page 3
    ... Qualitative Disclosures About Market Risk Financial Statements and Supplementary Data Changes in and Disagreements with Accountants on Accounting and Financial Disclosure Controls and Procedures Other Information PTRT III Directors, Executive Officers and Corporate Governance Executive Compensation...

  • Page 4
    ... are based on beliefs and assumptions made by, and information currently available to, management and speak only as of the date when made. We expressly disclaim any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise...

  • Page 5
    ... web-based software subscriptions, digital downloads, mobile applications, and perpetual CD packages. Rosetta Stone has continued to invest in language learning and expanded beyond language learning and deeper into education-technology with its acquisitions of Livemocha Inc. ("Livemocha") and Lexia...

  • Page 6
    ... and training services to drive critical business solutions. Language-Learning Solutions: Rosetta Stone provides web-based language-learning solutions that are primarily available online. Our core languagelearning suite offers courses and practice applications in multiple languages, each leveraging...

  • Page 7
    ... Stone Language-Learning Solutions: Rosetta Stone provides intuitive, easy-to-use learning programs that are available under a web-based software subscription and in perpetual formats including digital download and CD. Our language-learning suite offers courses and practice applications in multiple...

  • Page 8
    ...with the Software-as-a-Service ("SaaS") model in our Enterprise & Education segment, our strategy in the Consumer segment is to shift the sales mix away from CD-based product sales toward a cloud-based software subscription in order to reduce costs associated with physical packaging and distribution...

  • Page 9
    ... quarter during the period beginning on Black Friday through the end of the calendar year. We sell to a significant number of our Consumer retailers and distributors and Enterprise & Education customers on a purchase order basis and we receive orders when these customers need products and services...

  • Page 10
    ... geopolitical events. Further, additional risks not currently known to us or that we currently believe are immaterial could have a material adverse effect on our business, financial condition, cash flows and results of operations. In addition to the other information set forth in this annual report...

  • Page 11
    ... available and used, people may generally become less interested in language-learning. Although we also offer free products such as mobile apps, if we cannot successfully attract users of these free products and convert a sufficient portion of these free users into paying customers, our business...

  • Page 12
    ... comprised of a mix of websites, such as Amazon.com and the Apple App Store; select retail resellers such as Barnes & Noble, Best Buy, Target, Books-a-Million, Staples, and Sam's Club; and consignment distributors such as Wynit Distribution and Software Packaging Associates. Sales to or through our...

  • Page 13
    ... and brain fitness, and of our brands and learning solutions; drive traffic to our e-commerce website, call centers, distribution channels and retail partners; and convert customer inquiries into actual orders. Our planned marketing may not result in increased revenue or generate sufficient levels...

  • Page 14
    ... computers has been declining, which means that we must be able to market to potential customers and to provide customers with access to and use of our products and services on many platforms and operating systems, as they may be changed from time to time. To the extent new releases of operating...

  • Page 15
    ...to governmental, educational institutions, and corporations in the second half of the calendar year. We sell to a significant number of our retailers, distributors and Enterprise & Education customers on a purchase order basis and we receive orders when these customers need products and services. As...

  • Page 16
    ... business subjects us to legislative and regulatory obligations that could require notification of data breaches, restrict our use of personal information and hinder our ability to acquire new customers or market to existing customers. Some of our commercial partners may receive or store information...

  • Page 17
    .... Many states have passed laws requiring notification to customers where there is a security breach for personal data, such as California's Information Practices Act. We face similar risks in international markets where our products, services and apps are offered. Any failure, or perceived failure...

  • Page 18
    ... season, when many sales of our products and services take place. We structure our marketing and advertising to drive potential customers to our website and call centers to purchase our solutions. If we experience technical difficulties with our website or if our call center operators do not convert...

  • Page 19
    ...next 12 months, we may need to raise additional capital to fund operations in the future or to finance acquisitions. If we seek to raise additional capital in order to meet various objectives, including developing future technologies and services, increasing working capital, acquiring businesses and...

  • Page 20
    ... in stock price and market capitalization, expected future cash flows and slower growth rates in our industry. In the fourth quarter of 2015, we recorded a goodwill impairment loss of $5.6 million related to the impairment of the Consumer Fit Brains reporting unit's goodwill. We may be required to...

  • Page 21
    ... us to lose sales. Competitors and other third parties, including counterfeiters, purchase our trademarks and confusingly similar terms as keywords in Internet search engine advertising programs in order to divert potential customers to their websites. Preventing such unauthorized use is inherently...

  • Page 22
    ... which may hurt our business. Third parties also may acquire country specific domain names in the form of Country Code TLDs that include our trademarks or similar terms and which prevent us from operating country specific websites from which customers can view our products and engage in transactions...

  • Page 23
    ... to customize our software for a particular customer or material customer acceptance criteria. We offer Consumer language-learning packages that include perpetual software and online services that have increased our costs as a percentage of revenue, and these and future product introductions...

  • Page 24
    ... world as sales offices, for research and development activities, operations, product distribution, data centers, and market research. Our international locations are in or near cities including the following: Versailles, France; London, United Kingdom; Beijing and Shanghai, China; Vancouver, Canada...

  • Page 25
    ...a share repurchase program under which we are authorized to repurchase up to $25 million of our outstanding common stock from time to time in the open market or in privately negotiated transactions depending on market conditions, other corporate considerations, and applicable legal requirements. Our...

  • Page 26
    ... data should be read in conjunction with the information under "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations," our consolidated financial statements, the related notes and the accompanying independent registered public accounting firm's report...

  • Page 27
    ... in the first quarter of 2015 to focus on the Enterprise & Education business and optimize the Consumer business for profitability. Under this initiative, the Company began headcount and cost reductions to areas including Consumer sales and marketing, Consumer product investment, and general and...

  • Page 28
    ..., including web-based software subscriptions, digital downloads, mobile applications, and perpetual CD packages. Rosetta Stone has continued to invest in language learning and expanded beyond language learning and deeper into educationtechnology with its acquisitions of Livemocha and Lexia in 2013...

  • Page 29
    ... our Consumer business to web-based software subscriptions, digital downloads and mobile applications and away from perpetual CD packages. We believe that these formats provide customers with an overall improved experience and the flexibility to use our products on multiple platforms (i.e., tablets...

  • Page 30
    ... with our language-learning software and sold as a solution. Subscription and service revenue consists of sales from web-based software subscriptions, online services, professional services, and certain mobile applications. Our online services are typically sold in short-term service periods and...

  • Page 31
    ... our solutions. Our development efforts are primarily based in the U.S. and are devoted to modifying and expanding our offering portfolio through the addition of new content and new paid and complementary products and services to our language-learning, literacy, and brain fitness solutions. General...

  • Page 32
    ... portion of consumer revenue from the CD and digital download formats of the Rosetta Stone language-learning packaged software product which is a multiple-element arrangement that contains two deliverables: perpetual software, which is delivered at the time of sale, and online services, which is...

  • Page 33
    ...Livemocha and Lexia in 2013 and the acquisitions of Vivity and Tell Me More in 2014. As of December 31, 2015, our reporting units are: Enterprise & Education Language, Enterprise & Education Literacy, Consumer Language, and Consumer Fit Brains. Each of these businesses is considered a reporting unit...

  • Page 34
    ... overall business. In particular, we initiated a process to exit direct presence and close offices in China, Brazil and France. This plan is expected to result in significantly lower projected revenues, bookings, and short-term profitability of the Enterprise & Education Language reporting unit. As...

  • Page 35
    ... revenue and bookings from both the Enterprise & Education Language and the Consumer Language reporting units, however, the fair value exceeded the carrying value. There has been no impairment of intangible assets during the years ending December 31, 2015, 2014 and 2013. Valuation of Long-Lived...

  • Page 36
    ... Other related costs generally include external consulting and legal costs associated with the strategic shift in business focus of our Consumer business. Such costs are recognized at fair value in the period in which the costs are incurred. Income Taxes We believe that the accounting estimate for...

  • Page 37
    ... share data) 2013 Statements of Operations Data: Revenue: Product Subscription and service Total revenue Cost of revenue: Cost of product revenue Cost of subscription and service revenue Total cost of revenue Gross profit Operating expenses Sales and marketing Research and development General and...

  • Page 38
    ... language-learning product software, revenues from the sale of audio practice products, and sales of certain mobile applications. Subscription and service revenue includes web-based software subscriptions, online services for our conversational coaching and language-learning community access...

  • Page 39
    ... & Education language. The Consumer segment realized increases of $10.5 million, $1.6 million, and $0.4 million in direct-to-consumer, Fit Brains, and global retail service sales channels, respectively. Our 2014 subscription and service revenue was lower due to the write-down effects of purchase...

  • Page 40
    ...fees respectively, due to the shift away from hard product sales to online subscription sales. Cost of Subscription and Service Revenue Cost of subscription and service revenue for the year ended December 31, 2015 was $21.6 million, an increase of $2.8 million, or 15% from the year ended December 31...

  • Page 41
    ... increase in Enterprise & Education literacy revenue. In connection with our 2016 strategy, we intend to continue to optimize our Consumer media and marketing costs and manage the Consumer business for profitability and plan to manage the sales and marketing expenses to drive these results. Research...

  • Page 42
    ... to our Consumer business during 2014, partially offset by a $5.6 million goodwill impairment charge related to our Consumer Fit Brains reporting unit and 2015 impairment charges of $1.1 million, primarily related to the abandonment of certain previously capitalized internal-use software projects...

  • Page 43
    ... due to the sales of multi-year deals. With Enterprise & Education language bookings increasing, we expect to see an increase in bookings from new customers, which has a higher cost of acquisition when compared to the renewal of an existing customer. Consumer revenue decreased $27.3 million, or 13...

  • Page 44
    ... by lower prices on our Rosetta Stone language-learning product software bundle driven by promotional pricing in our Consumer segment, increased levels of daily deals, and a shift in our sales channel mix. Subscription and Service Revenue Subscription and service revenue increased $17.7 million, or...

  • Page 45
    ... cost of subscription and service revenue. Operating Expenses Year ended Degember 31, 2014 2013 Change 2014 versus 2013 % Change (in thousands, exgept pergentages) Sales and marketing Research and development General and administrative Impairment Lease abandonment and termination Total operating...

  • Page 46
    ... in demand for Consumer language-learning products and services at their current pricing levels and a change in international go-to-market strategy. In an effort to compensate for the consumer preferences, we lowered our prices and used retail partnerships to increase sales. Despite these actions...

  • Page 47
    ... Enterprise & Education business and our Consumer business are affected by different sales-tocash patterns. Within our Enterprise & Education segment, revenue in our education, government, and corporate sales channels are seasonally stronger in the second half of the calendar year due to purchasing...

  • Page 48
    ... to a higher mix of Consumer revenue associated with web-based software subscription services and to a lesser extent the purchase accounting impacts related to the 2014 acquisitions. Net cash provided by operating activities for the year ended December 31, 2014 was $6.7 million. The primary factors...

  • Page 49
    ... in working capital, primarily deferred revenue of $48.9 million which is principally due to the sales of subscription services in our Global Enterprise & Education language and literacy sales channels and Fit Brains. Net Cash Used in Investing Activities Net cash used in investing activities was...

  • Page 50
    ... accounts to date. We sell products to retailers, resellers, government agencies, and individual consumers and extend credit based on an evaluation of the customer's financial condition, without requiring collateral. Exposure to losses on accounts receivable is principally dependent on each customer...

  • Page 51
    ...on the evaluation of our disclosure controls and procedures as of December 31, 2015, our Interim Chief Executive Officer and Chief Financial Officer concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level. Management's annual report on...

  • Page 52
    Table of Contents Item 9B. Other Information None. 51

  • Page 53
    ... officer, and principal accounting officer. Copies of both the code of conduct, as well as any waiver of a provision of the code of conduct granted to any senior officer or director or material amendment to the code of conduct, if any, are available, without charge, under the "Corporate Governance...

  • Page 54
    ... financial statements as listed in the accompanying "Index to Consolidated Financial Information" are filed as part of this Annual Report. 2. Consolidated uinancial Statement Schedules. Schedules have been omitted because they are not applicable or are not required or the information required to be...

  • Page 55
    ... by the undersigned, thereunto duly authorized. ROSETTA STONE INC. By: /s/ A. JOHN HASS III A. John Hass III Interim Chief Executive Officer Date: March 14, 2016 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf...

  • Page 56
    Table of Contents INDEX TO CONSOLIDTTED FINTNCITL STTTEMENTS Page Reports of Independent Registered Public Accounting Firm Consolidated Balance Sheets Consolidated Statements of Operations Consolidated Statements of Comprehensive Loss Consolidated Statements of Changes in Stockholders' Equity ...

  • Page 57
    ... Contents REPORT OF INDEPENDENT REGISTERED PUBLIC TCCOUNTING FIRM To the Board of Directors and Stockholders of Rosetta Stone Inc. Arlington, Virginia We have audited the accompanying consolidated balance sheets of Rosetta Stone Inc. and subsidiaries (the "Company") as of December 31, 2015 and 2014...

  • Page 58
    ...Contents REPORT OF INDEPENDENT REGISTERED PUBLIC TCCOUNTING FIRM To the Board of Directors and Stockholders of Rosetta Stone Inc. Arlington, Virginia We have audited the internal control over financial reporting of Rosetta Stone Inc. and subsidiaries (the "Company") as of December 31, 2015, based on...

  • Page 59
    ... equivalents Restricted cash Accounts receivable (net of allowance for doubtful accounts of $1,196 and $1,434, at December 31, 2015 and December 31, 2014, respectively) Inventory Deferred sales commissions Prepaid expenses and other current assets Income tax receivable Total current assets Deferred...

  • Page 60
    ... Ended Degember 31, 2015 2014 2013 Revenue: Product Subscription and service Total revenue Cost of revenue: Cost of product revenue Cost of subscription and service revenue Total cost of revenue Gross profit Operating expenses Sales and marketing Research and development General and administrative...

  • Page 61
    Table of Contents ROSETTT STONE INC. CONSOLIDTTED STTTEMENTS OF COMPREHENSIVE LOSS (in thousands) Years Ended Degember 31, 2015 2014 2013 Net loss Other comprehensive loss, net of tax: Foreign currency translation (loss) gain Other comprehensive (loss) income Comprehensive loss $ (46,796) (1,548...

  • Page 62
    ...Total Stogkholders' Equity (Defigit) Balance-January 1, 2013 Stock Issued Upon the Exercise of Stock Options Restricted Stock Award Vesting Stock-based Compensation Expense Repurchase of Stock Option Exercised Sale of Shares in Secondary Offering Secondary Offering Costs Purchase of Treasury Stock...

  • Page 63
    ... long-term liabilities Deferred revenue Net cash (used in) provided by operating activities CTSH FLOWS FROM INVESTING TCTIVITIES: Purchases of property and equipment Proceeds from sale of fixed assets Decrease (increase) in restricted cash for Vivity acquisition Acquisitions, net of cash acquired...

  • Page 64
    Accrued purchase price of business acquisition Accrued liability for purchase of property and equipment Equipment acquired under capital lease $ $ $ - 258 462 $ $ $ - 561 - $ $ $ 3,375 192 702 See accompanying notes to consolidated financial statements F-8

  • Page 65
    ...the "Company") develop, market and support a suite of language-learning, literacy, and brain fitness solutions consisting of perpetual software products, web-based software subscriptions, online and professional services, audio practice tools and mobile applications. The Company's offerings are sold...

  • Page 66
    ...and web-based subscriptions is recognized ratably over the term of the service or subscription period, assuming all revenue recognition criteria have been met. The CD and digital download formats of Rosetta Stone language-learning products are bundled with a short-term online service where customers...

  • Page 67
    ... remaining revenue recognition criteria have been met. In connection with packaged software product sales and web-based software subscriptions, technical support is provided to customers, including customers of resellers, via telephone support at no additional cost for up to six months from the time...

  • Page 68
    ...out basis, or market. The Company reviews inventory for excess quantities and obsolescence based on its best estimates of future demand, product lifecycle status and product development plans. The Company uses historical information along with these future estimates to establish a new cost basis for...

  • Page 69
    ...of the Consumer Fit Brains reporting unit as of December 31, 2015. During the fourth quarter of 2015, the Company also determined that sufficient indication existed to require performance of an interim goodwill impairment analysis for the Enterprise & Education Language reporting unit beginning with...

  • Page 70
    ... cost of subscription and service revenue. Researgh and Development Research and development expenses include employee compensation costs, consulting fees and overhead costs associated with the development of our solutions. The Company develops the majority of its language-learning software products...

  • Page 71
    ... service period, which is the vesting period. Restrugturing Costs In the first quarter of 2015, as part of the 2015 Restructuring Plan, the Company announced and initiated actions to reduce headcount and other costs in order to support its strategic shift in business focus and address periods...

  • Page 72
    ... during the respective periods that have been excluded from the earnings per share calculations as their impact was anti-dilutive. Years Ended Degember 31, 2015 2014 (in thousands) 2013 Stock options Restricted stock units Restricted stocks Total common stock equivalent shares Comprehensive...

  • Page 73
    ... December 31, 2015, 2014, and 2013 were $46.9 million, $79.6 million and $63.6 million, respectively. Regently Issued Tggounting Standards During 2015, the Company adopted the following recently issued Accounting Standard Updates ("ASU"): In November 2015, the Financial Accounting Standards Board...

  • Page 74
    ... the entity should account for the software license element of the arrangement consistent with the acquisition of other software licenses. If a cloud computing arrangement does not include a software license, the entity should account for the arrangement as a service contract. ASU 2015-05 does not...

  • Page 75
    ... conditions and events that are known and reasonably knowable at the date that the financial statements are issued. ASU 2014-15 will be effective for the first interim period within annual reporting periods beginning after December 15, 2016. Early adoption is permitted. The Company does not expect...

  • Page 76
    ...products, for an initial term ending December 31, 2025. In addition, the Company has loaned RSK $0.5 million as of October 2, 2015, which will be repaid in five equal installments due every six months beginning December 31, 2016. As a result of this loan receivable and the level of financial support...

  • Page 77
    ... their useful lives acquired reflects management's estimates. Vivity Labs Inc. On January 2, 2014, the Company completed its acquisition of Vivity Labs Inc. (the "Vivity Merger" and "Vivity"). Vivity's principal business activity is the development of brain fitness games aimed at improving the user...

  • Page 78
    ... Me More offers a robust suite of SaaS-based language-learning products and services that provide intermediate, advanced and business language solutions in nine languages. The Tell Me More Merger strengthens the Company's growing Enterprise & Education business and expands its global footprint. The...

  • Page 79
    ... assets and their useful lives acquired reflects management's estimates. Livemocha, Inc. On April 1, 2013, the Company completed its acquisition of Livemocha, Inc. (the "Livemocha Merger" and "Livemocha"). Livemocha is one of the world's largest online language-learning communities with over 16...

  • Page 80
    ... the acquisition date. The Company finalized its allocation of the purchase price for Lexia as of June 30, 2014. The purchase price was allocated as follows (in thousands): Cash Accounts receivable Other current assets Fixed assets Accounts payable and accrued expenses Deferred revenue Net deferred...

  • Page 81
    ...'s reporting units for the years ended December 31, 2015 and 2014 (in thousands): Enterprise & Edugation Enterprise & Edugation Language Enterprise & Edugation Literagy Consumer Language Consumer Consumer Fit Brains Total Balance as of January 1, 2014 Acquisition of Vivity Acquisition of Tell Me...

  • Page 82
    ... business. In particular, the Company initiated a process to exit direct presence and close offices in China, Brazil and France. This plan is expected to result in significantly lower projected revenues, bookings, and short-term profitability of the Enterprise & Education Language reporting unit...

  • Page 83
    ... its indefinite-lived Rosetta Stone trade name. The Company recorded intangible assets of $5.5 million with the acquisition of Livemocha in April 2013, consisting of an online community, enterprise relationships, technology platform and the Livemocha trade name. The estimated useful lives of these...

  • Page 84
    ..., 2015 2014 2013 Included in cost of revenue: Cost of product revenue Cost of subscription and service revenue Total included in cost of revenue Included in operating expenses: Sales and marketing Research and development General and administrative Total included in operating expenses Total $ 264...

  • Page 85
    ... taxes payable Accrued purchase price of business acquisition Other Total Other current liabilities 9. FINTNCING TRRTNGEMENTS Revolving Line of Credit $ 20,022 1,746 3,728 3,879 - 5,943 35,318 $ 31,985 2,804 3,570 5,875 1,688 7,336 53,258 $ $ On October 28, 2014, Rosetta Stone Ltd ("RSL...

  • Page 86
    ..., where Tell Me More's headquarters are located. The fair value of the lease liability at the date of acquisition was $4.0 million. During the years ended December 31, 2015, 2014, 2013, the Company acquired equipment or software through the issuance of capital leases totaling $0.5 million, zero...

  • Page 87
    ... 31, 2015 2014 2013 Expected stock price volatility Expected term of options Expected dividend yield Risk-free interest rate 49%-63% 6 years - 1.19%-1.75% 63%-65% 6 years - 1.46%-1.80% 64%-67% 6 years - 0.75%-1.65% Prior to the completion of the Company's initial public offering in April...

  • Page 88
    ...10 years from the date of the grant. Options generally vest over a four-year period based upon required service conditions. No options have performance or market conditions. The Company calculates the pool of additional paid-in capital associated with excess tax benefits using the "simplified method...

  • Page 89
    ... with the Company. The aggregate grant date fair value of the awards in 2015 and 2014 was $0.5 million and $0.4 million, respectively. Beginning June 2015, all restricted stock unit awards vest quarterly over a one year period from the date of grant, with expense recognized straight-line over the...

  • Page 90
    ... statement line items (in thousands): Years Ended Degember 31, 2015 2014 2013 Included in cost of revenue: Cost of product revenue Cost of subscription and service revenue Total included in cost of revenue Included in operating expenses: Sales and marketing Research & development General and...

  • Page 91
    ... to repurchase up to $25.0 million of its outstanding common stock from time to time in the open market or in privately negotiated transactions depending on market conditions, other corporate considerations, and applicable legal requirements. The Company expects to fund the repurchases through...

  • Page 92
    ... sheets. The following table presents restructuring costs included in the related line items of our Statement of Operations (in thousands): Years Ended Degember 31, 2015 2014 Cost of revenue Sales and marketing Research and development General and administrative Total $ 113 4,492 602 3,584 8,791...

  • Page 93
    ... to reduce headcount in order to align resources to support business needs. The Company recorded $3.2 million in severance costs associated with these actions. As a result, $2.3 million was paid during 2014, $0.8 million was paid during 2015, and the remaining $0.1 million liability will be paid...

  • Page 94
    ... the tax benefits related to the goodwill impairment taken during the first quarter of 2014 related to the ROW Consumer reporting unit, the goodwill impairment taken during the fourth quarter of 2014 related to the North America Consumer Language reporting unit, and current year losses in Canada and...

  • Page 95
    ... be realized. If future events change the outcome of the Company's projected return to profitability, a valuation allowance may not be required to reduce the deferred tax assets. The Company will continue to assess the need for a valuation allowance. As of December 31, 2015, the Company had federal...

  • Page 96
    ..., classification, interest and penalties, accounting in interim periods, disclosure, and transition. The Company recognizes interest and penalties related to unrecognized tax benefits as a component of income tax expense (benefit). As of December 31, 2015 and 2014, the Company had zero and $26,000...

  • Page 97
    ..., $1.7 million, and $3.3 million, in 2015, 2014 and 2013, respectively. 16. COMMITMENTS TND CONTINGENCIES Operating Leases The Company leases copiers, parking spaces, buildings, a warehouse, and office space under operating lease and site license arrangements, some of which contain renewal options...

  • Page 98
    ..., Rosetta Stone GmbH, a subsidiary of the Company, was served with a writ filed by Langenscheidt KG ("Langenscheidt") in the District Court of Cologne, Germany alleging trademark infringement due to Rosetta Stone GmbH's use of the color yellow on its packaging of its language-learning software and...

  • Page 99
    ...The Company is managed in two operating segments - Enterprise & Education and Consumer. These segments also represent the Company's reportable segments. Segment contribution includes segment revenue and expenses incurred directly by the segment, including material costs, service costs, customer care...

  • Page 100
    ..., 2015 2014 2013 Revenue: Enterprise & Education Consumer Total revenue Segment gontribution: Enterprise & Education Consumer Total segment contribution Unallogated expenses, net: Unallocated cost of sales Unallocated sales and marketing Unallocated research and development Unallocated general and...

  • Page 101
    ... the sale of language-learning, literacy and brain fitness products and services. The information below summarizes revenue by type for the years ended December 31, 2015, 2014 and 2013, respectively (in thousands): Ts of Degember 31, 2015 2014 2013 Language learning Literacy Brain Fitness Total 18...

  • Page 102
    ... the distribution of Enterprise & Education language offerings. Where appropriate, the Company will seek to operate through partners in those geographies being exited. The Company will also look to initiate processes to close its software development operations in France and China. In total, if the...

  • Page 103
    ... 2014). Director Form of Restricted Stock Unit Award Agreement under the 2009 Plan (for awards beginning June 2015) (incorporated herein by reference to Exhibit 10.2 of the Company's Quarterly Report on Form 10-Q for the period ended June 30, 2015) 2013 Rosetta Stone Inc. Long Term Incentive Program...

  • Page 104
    ... year ended December 31, 2012). 10.36 Sub-Sublease Agreement dated as of April 3, 2014, by and between Rosetta Stone Ltd. and The Corporate Executive Board Company (incorporated herein by reference to Exhibit 10.27 in the Company's Annual Report on Form 10-K for the fiscal year ended December 31...

  • Page 105
    ... on Form 8-K filed on October 29, 2014). First Amendment to Loan and Security Agreement between Rosetta Stone Ltd. and Silicon Valley Bank, effective as of March 31, 2015 (incorporated herein by reference to Exhibit 10.1 of the Company's Quarterly Report on Form 10-Q for the period ended March 31...

  • Page 106
    ..."), to the ostionee namew below (the "Option"). The terms anw conwitions of the Ostion are set forth in the Nonqualifiew Stock Ostion rwarw rgreement anw in the Rosetta Stone Inc. 2009 Omnibus Incentive Plan (the "Plan"). Grant Date: %%OPTION_DrTE%-% Name of Ostionee: %%FIRST_NrME%-% %%LrST_NrME...

  • Page 107
    ... INCENTIVE PLAN AS AMENDED NONQUALIFIED STOCK OPTION AWARD AGREEMENT This NONQUALIFIED STOCK OPTION AWARD AGREEMENT (this "Agreement") anw the Cover Sheet to which this rgreement is attachew (the " Cover Sheet") are enterew into between Rosetta Stone Inc., a Delaware corsoration (the "Company"), anw...

  • Page 108
    General Exsiration Date. In the event of such a termination of emsloyment, the sortion, if any, of the Ostion that is unvestew as of the wate of such termination will immewiately vest anw become exercisable in an amount equal to (r) the srowuct obtainew by multislying (x) the total number of Ostion ...

  • Page 109
    ... shall otherwise terminate anw become null anw voiw at the close of business at the Comsany's srincisal business office on the way that is six (6) months after the wate of such weath or Disability, but in no event after the Ostion General Exsiration Date; anw (ii) the sortion of the Ostion that was...

  • Page 110
    ...Plan anw the Committee's wetermination shall be final anw binwing on all sersons. 10. Not an Employment Agreement . This rgreement is not an emsloyment or service agreement... any ssecifiew term or require the Comsany, its subsiwiaries or any rffiliate to emsloy Ostionee for any seriow of time. 11. No...

  • Page 111
    ..., telex, telecosy or similar facsimile means, by certifiew or registerew mail, return receist requestew, or by courier or welivery service, awwressew to the Comsany at the Comsany's srincisal business office awwress to the attention of the Comsany's General Counsel anw to Ostionee at Ostionee...

  • Page 112
    ...time emsloyment with the Comsany or an rffiliate in the Unitew States in comsliance with all asslicable immigration law; or (x) wisclosew trawe secrets of the Comsany or an rffiliate. (b) "Change in Control " means (i) the liquiwation, wissolution or winwing-us of the Comsany, (ii) the sale, license...

  • Page 113
    ... Plan, as it may be amenwew from time to time. (w) "Good Reason" shall have the meaning ascribew to such term in the Ostionee's emsloyment agreement with the Comsany, or, if none, the Ostionee's resignation from emsloyment with the Comsany wue to (i) a material wiminution in Ostionee's annual base...

  • Page 114
    ROSETTA STONE INC. 2009 OMNIBUS INCENTIVE PLAN AS AMENDED COVER SHEET TO RESTRICTED STOCK AWARD AGREEMENT Rosetta Stone Inc., a Delaware corporation (the "Company"), has granted to the individual whose name is set forth below on the "Name of Executive" line ("Executive") the shares of the Company's ...

  • Page 115
    ... Rosetta Stone Inc., a Delaware corporation (the "Company"), and Executive (as that term is defined in the Covered Sheet), effective as of the Grant Date set forth on the Cover Sheet (the "Grant Date"), pursuant to the Rosetta Stone Inc. 2009 Omnibus Incentive Plan, as amended (the "Plan"), a copy...

  • Page 116
    ...; or (x) disclosed trade secrets of the Company or an Affiliate. "Disability" shall have the meaning ascribed to such term in the Plan, as it may be amended from time to time. "Good Reason" shall have the meaning ascribed to such term in the Executive's employment agreement with the Company, or, if...

  • Page 117
    ...such thirty (30) day period remedied the condition. Capitalized terms not otherwise defined in this Agreement shall have the meanings given to such terms in the Plan. 2. Grant of Restricted Shares. Effective as of the Grant Date, the Company shall cause to be issued in Executive's name the Shares as...

  • Page 118
    ... vest in an amount equal to (i) the product obtained by multiplying (A) the total number of Shares granted under this Agreement by (B) a fraction, the numerator of which is the number of days in the period beginning on the Grant Date and ending on the date of such termination of Employment...

  • Page 119
    ... of the Internal Revenue Code of 1986, as amended, with respect to the Restricted Shares without the prior written approval of the General Counsel of the Company (if Executive is the General Counsel of the Company, Executive must seek the prior written approval of the Chief Financial Officer or the...

  • Page 120
    ..., telex, telecopy or similar facsimile means, by certified or registered mail, return receipt requested, or by courier or delivery service, addressed to the Company at the Company's principal business office address to the attention of the Company's General Counsel and to Executive at Executive...

  • Page 121
    ...a waiver of any other condition, or the breach of any other term or condition. 15. 16. Dispute Resolution. In the event of any difference of opinion concerning the meaning or effect of the Plan or this Agreement, such difference shall be resolved by the Committee. Governing Law and Severability. The...

  • Page 122
    ..., For Value Received , has bargained, sold, assigned and transferred and by these presents does bargain, sell, assign and transfer unto Rosetta Stone Inc., a Delaware corporation (the "Company"), the Shares transferred pursuant to the Restricted Stock Award Agreement dated effective _____, 20___...

  • Page 123
    ROSETTA STONE INC. CHANGE IN CONTROL SEVERANCE PLAN Effective November 1, 2015

  • Page 124
    ...the Plan 1 ARTICLE TWO DEFINITIONS1 Section 2.01"Accounting Firm" 1 "Affiliate" 1 "Base Salary" 1 "Board" 1 "Cause" 1 "Change in Control" 2 "Chief Executive Officer" 2 "Code" 2 "Committee" 3 "Company" 3 "Director" 3 "Disability" 3 "Effective Date" 3 "Employer" 3 "Exchange Act" 3 "Excise Tax" 3 "Good...

  • Page 125
    ... Costs 8 Section 4.04Section 280G 8 ARTICLE FIVE AMENDMENT AND TERMINATION9 ARTICLE SIX MISCELLANEOUS10 Section 6.01Participant Rights 10 Section 6.02Committee Authority 10 Reliance on Tables and Reports 11 Expenses 11 Successors 11 Gender and Number 11 References to Other Plans and Programs...

  • Page 126
    1

  • Page 127
    ... be an Affiliate of the Company. Section 2.03 "Base Salary" means, with respect to a Participant, the Participant's annual base salary in effect on the date of the Participant's Separation from Service; provided, however, that if the Participant's Separation from Service is for Good Reason due to...

  • Page 128
    ...corporations other than the last corporation in an unbroken chain owns stock possessing 50 percent or more of the total combined voting power of all classes of stock in one of the other corporations in the chain. Section 2.07 "Chief Executive Officer" means the Chief Executive Officer of the Company...

  • Page 129
    ... result in death or can be expected to last for a continuous period of not less than twelve (12) months, receiving income replacement benefits for a period of not less than three (3) months under an accident and health plan covering employees of the Company. A determination of Disability may be made...

  • Page 130
    ... 2.21 "Person" means any "person" or "group" as those terms are used in Sections 13(d) and 14(d) of the Exchange Act. Section 2.22 "Plan" means this Rosetta Stone Inc. Change in Control Severance Plan, as it may be amended from time to time, or any successor plan, program or arrangement thereto...

  • Page 131
    ... Termination, subject to the Release requirement specified below. Within seven (7) days following the date of the Separation from Service, the Company shall provide the Participant with a Release. As a condition of receiving the Severance Benefits described in subsections (b), (c), (d), (e), (f) and...

  • Page 132
    ... such blackout period(s), but in no event after the close of business at the Company's principal business office on the day before the date of the tenth anniversary of the applicable grant date for each such stock option. With respect to any other outstanding equity or long-term compensation grants...

  • Page 133
    ... or benefit received or to be received by the Participant (whether payable under the terms of this Plan or any other plan, arrangement or agreement with the Employer or any of its Affiliates (collectively, the "Payments") that would constitute a "parachute payment" within the meaning of Code Section...

  • Page 134
    ... so as to adversely affect payments or benefits then payable, or which could become payable, to a Participant under the Plan, except to the minimum extent required to comply with any applicable law, (i) during the one-year period following the date on which advance written notice of such amendment...

  • Page 135
    ... hereunder had the Participant continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of Plan to the Participant's estate. Section 6.06 Gender and Number In determining the meaning of the Plan, words imparting the masculine gender shall...

  • Page 136
    ... cash from the general funds of the Company, and no special or separate fund shall be required to be established, and no other segregation of assets required to be made, to assure payment. To the extent that any person acquires a right to receive payments from the Company under this Plan, such right...

  • Page 137
    ... ("Bank "), and ROSETTA STONE LTD., a Virginia Torporation ("Borrower"). W I T N E S S E T H: WHEREAS, Borrower and Bank are party to that Tertain Loan and SeTurity Agreement dated as of OTtober 28, 2014 as amended by a First Amendment to Loan and SeTurity Agreement dated MarTh 31, 2015, a SeTond...

  • Page 138
    ... and Federal Tourts in the Southern DistriTt of the State of New York; provided, however, that nothing in the Loan Agreement as amended by this Amendment shall be deemed to operate to preTlude Bank from bringing suit or taking other legal aTtion in any other jurisdiTtion to realize on the Collateral...

  • Page 139
    ...Agreement to "this Agreement", "hereto", "hereof", "hereunder" or words of like import shall mean the Loan Agreement as amended hereby. 10. Release. Borrower may have Tertain Claims against the Released Parties, as those terms...to the date on whiTh this Amendment is exeTuted, whether known or unknown...

  • Page 140
    ... INC. By: /s/ Thomas M. Pierno Name: Thomas M. Pierno Title: Chief FinanTial OffiTer ROSETTA STONE INTERNATIONAL INC. By: /s/ Thomas M. Pierno Name: Thomas M. Pierno Title: Chief FinanTial OffiTer LIVEMOCHA LLC By: /s/ BruTe Ghrist Name: BruTe Ghrist Title: Manager LEXIA LEARNING SYSTEMS LLC By...

  • Page 141
    ... at the date this TertifiTate is delivered. Capitalized terms used but not otherwise defined herein shall have the meanings given them in the Agreement. Please indicate compliance status by circling Yes/No under "Complies" column. Reporting Covenants Required Complies Quarterly finanTial statements...

  • Page 142
    ... The following are the exTeptions with respeTt to the TertifiTation above: (If no exTeptions exist, state "No exTeptions to note BANK USE ONLY ReTeived by: _____ authorized signer Date: _____ ROSETTA STONE LTD. Verified: _____ authorized signer Date: _____ ComplianTe Status:Yes No By: Name: Title:

  • Page 143
    ...Financial Covenants of Borrower In the event of a TonfliTt between this SThedule and the Loan Agreement, the terms of the Loan Agreement shall govern. Dated: _____ I. Quick Ratio (SeTtion 6.8(a)) Required: Fiscal Quarters Ending DeTember 31, 2014 MarTh 31, 2015 and thereafter ATtual: Aggregate value...

  • Page 144
    ... development and implementation of Borrower's revised business strategy, severanTe Tosts and transaTtion and other Tosts assoTiated with mergers and aTquisitions 13.Adjustments related to reTording the non-Tash tax valuation allowanTe for deferred tax assets. 14.Interest inTome 15. FX 16.Total Line...

  • Page 145
    ... development and implementation of Borrower's revised business strategy, severanTe Tosts and transaTtion and other Tosts assoTiated with mergers and aTquisitions 13.Adjustments related to reTording the non-Tash tax valuation allowanTe for deferred tax assets. 14.Interest inTome 15. FX 16.Total Line...

  • Page 146
    5.Trailing 4-quarter EBITDA (Sum of lines (1C, 2C, 3C and 4C ) $ Is line 5 equal to or greater than $____? No, not in TomplianTe Yes, in TomplianTe

  • Page 147
    ...at least the following: Fiscal Quarters Ending Quick Ratio DeTember 31, 2014 1.00 to 1.00 MarTh 31, 2015 and thereafter 1.25 to 1.00 (b) Adjusted EBITDA. Adjusted EBITDA, measured as of the end of eaTh fisTal quarter during the periods speTified below for the trailing four quarters then ended, of at...

  • Page 148
    ... Stone GmbH Rosetta Stone Canada Inc. Rosetta Stone Hong Kong Limited Rosetta Stone International inc. Shanghai Representative Office Rosetta (Shanghai) Software Trading Co., Ltd. Rosetta Stone Ensino de Linguas Ltda. Rosetta Stone France SAS Livemocha LLC (formerly Livemocha Inc.) Lexia Learning...

  • Page 149
    ... of our reports dated March 14, 2016, relating to the consolidated financial statements of Rosetta htone Inc. and subsidiaries, and the effectiveness of Rosetta htone Inc. and subsidiaries' internal control over financial reporting, appearing in this Annual Report on Form 10-K of Rosetta htone Inc...

  • Page 150
    ...below and in his or her name, place and stead, in any and all capacities, to sign the Annual Report on Form 10-K of Rosetta Stone Inc. (the "Company") and any or all subsequent amendments and supplements to the Annual Report on Form 10-K, and to file the same, or cause to be filed the same, with all...

  • Page 151
    ... OFFICER OF ROSETTA STONE INC. PURSUANT TO SECURITIES EXCHANGE ACT RULES 13a-14 AND 15d-14, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, A. John Hass, certify that: 1. I have reviewed this Annual Report on Form 10-K of Rosetta Stone Inc. (the "Registrant"); 2. Based...

  • Page 152
    ... OFFICER OF ROSETTA STONE INC. PURSUANT TO SECURITIES EXCHANGE ACT RULES 13a-14 AND 15d-14, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Thomas M. Pierno, certify that: 1. I have reviewed this Annual Report on Form 10-K of Rosetta Stone Inc. (the "Registrant"); 2. Based...

  • Page 153
    ... December 31, 2015, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, A. John Hass, Interim Chief Executive Officer of Rosetta Stone Inc. (the "Company"), hereby certify, to my knowledge, that: 1. the Report fully complies with the requirements of Section 13...

  • Page 154
    ...ended December 31, 2015, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Thomas M. Pierno, Chief Financial Officer of Rosetta Stone Inc. (the "Company"), hereby certify, to my knowledge, that: 1. the Report fully complies with the requirements of Section 13...

  • Page 155