0001104659-13-017015.txt : 20130304 0001104659-13-017015.hdr.sgml : 20130304 20130304090122 ACCESSION NUMBER: 0001104659-13-017015 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20130228 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20130304 DATE AS OF CHANGE: 20130304 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: 13660001 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 a13-6269_28k.htm 8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of report (Date of earliest event reported):

February 28, 2013

 

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)

 

800-788-0822

(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 February 28, 2013, Rosetta Stone Inc. (the “Company”) announced its financial results for the fiscal fourth quarter and fiscal year ended December 31, 2012.  As a follow up to that call, the Company is furnishing the information attached hereto as Exhibit 99.1.

 

In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, including the exhibit, 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 the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

 

Item 7.01   Regulation FD Disclosure.

 

See “Item 2.02 Results of Operations and Financial Condition” above.

 

Item 9.01. Financial Statements and Exhibits.

 

(d)

 

Exhibits.

 

 

 

99.1

 

Reconciliation of Adjusted Net Income to Adjusted EBITDA, dated as of March 1, 2013.

 

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:  March 4, 2013

 

 

 

 

 

 

 

 

 

 

 

 

 

By:

/s/ Michael C. Wu

 

 

 

Name: Michael C. Wu

 

 

 

Title:   General Counsel and Secretary

 

3


 

EXHIBIT INDEX

 

Exhibit 
No.

 

Description

 

 

 

99.1

 

Reconciliation of Adjusted Net Income to Adjusted EBITDA, dated as of March 1, 2013.

 

4

 EX-99.1 2 a13-6269_2ex99d1.htm EX-99.1

Exhibit 99.1

 

ROSETTA STONE INC.

Guidance Full Year 2013

Reconciliation of Adjusted Net Income to Adjusted EBITDA

(in millions)

(unaudited)

 

 

 

Guidance Full Year
2013

 

 

 

Low

 

High

 

 

 

 

 

 

 

Adjusted net income/(loss) (1)

 

$

(1

)

$

1

 

Interest (income)/expense, net

 

0

 

0

 

Income tax expense (benefit) (3)

 

0

 

0

 

Depreciation and amortization

 

8

 

8

 

Stock-based compensation

 

9

 

9

 

Other EBITDA Adjustments

 

0

 

0

 

 

 

 

 

 

 

Adjusted EBITDA (2)

 

$

16

 

$

18

 

 

(1) Adjusted net income/(loss) excludes the impact of items related to the litigation with Google, Inc., restructuring costs and transaction and other costs associated with mergers and acquisitions.

 

(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., restructuring costs and transaction and other costs associated with mergers and acquisitions.

 

(3) For adjusted net income (loss) purposes, we use a 39% effective tax rate which represents the projected, long term effective tax rate. Our adjusted tax rate assumes full use of loss and credit carryforwards without reduction for valuation allowances.