EMERYVILLE, Calif., Nov. 3, 2014 /PRNewswire/ -- LeapFrog Enterprises, Inc. (NYSE:LF) today announced financial results for the second fiscal quarter ended September 30, 2014. In May, LeapFrog announced a fiscal year-end change from December 31 to March 31 in order to simplify business planning and processes. As a result, the quarter ended September 30, 2014 was the second quarter of the new fiscal year ending March 31, 2015.

Highlights of financial results for the quarter ended September 30, 2014 compared to the quarter ended September 30, 2013:


    --  Consolidated net sales were $113.6 million, down 43%. U.S. segment net
        sales were down 47%, and international segment net sales were down 33%.
    --  Net loss per basic and diluted share was $0.03, compared to net income
        per diluted share of $0.37 a year ago.
    --  Cash and cash equivalents were $111.3 million as of September 30, 2014,
        up 42% compared to $78.4 million as of September 30, 2013.

"Our business year-to-date has been negatively impacted by the significant retail inventory carry-over of tablets from Holiday 2013, the planned later launch of our major new products compared to last year, many of our retail partners around the world running far tighter inventories this year and retail sales softness in some of our key product categories," said John Barbour, Chief Executive Officer. "In addition, our fiscal second quarter net sales were hampered with the slippage of first shipments of LeapTV into the fiscal third quarter, which is the primary reason our fiscal second quarter net sales results were below our guidance range.

"Despite these challenges, we believe we are well-positioned for the all-important holiday season with our biggest ever line of fun educational content, filled with lots of new games, books and videos; the exciting launch of our innovative new active educational video game system, LeapTV; two new feature-filled tablets in our LeapPad line, which continues to be the #1 best-selling line of children's tablets in our major markets based on unit sales; and a strong line-up of learning toys and interactive reading platforms.

"In October, we began shipping LeapTV and early retail sales and reviews have been very encouraging. With limited distribution, LeapTV has already hit the Top 25 selling list this week in one major retailer, and it has been named on many retailer, media and industry top toy lists for this holiday. We are very excited about the platform's potential to diversify and expand our business into a sizeable new entertainment category.

"Additionally, an important part of Fiscal 2015 is the significant strategic investments we are making into building operational foundations that will support our growth plans into the future. In addition to implementing a new company-wide ERP system, we are investing in developing new platforms and content, international expansion and building online communities. We believe these investments will position us for long-term growth and continued leadership in educational entertainment."

Financial Overview for the Second Fiscal Quarter Ended September 30, 2014 Compared to the Quarter Ended September 30, 2013

LeapFrog previously announced a fiscal year-end change from December 31 to March 31 in order to simplify business planning and processes. As a result, the quarter ended September 30, 2014 was the second quarter of the new fiscal year ending March 31, 2015.

Second fiscal quarter net sales were $113.6 million, down 43% compared to $201.0 million last year, and were not materially impacted by changes in currency exchange rates. In the U.S. segment, net sales were $77.6 million, down 47% compared to $146.8 million last year. In the International segment, net sales were $36.1 million, down 33% compared to $54.2 million last year, and were not materially impacted by changes in currency exchange rates.

Net sales for the quarter were negatively impacted by higher-than-desired inventory levels of tablets at retail entering the year which reduced retailer replenishment orders, the planned later timing of new product launches compared to the prior year, many of our retail partners around the world running far tighter inventories this year, retail sales softness in some of our key product categories and the first shipments of LeapTV slipping into the fiscal third quarter.

Loss from operations for the second fiscal quarter was $3.1 million, compared to income from operations of $42.9 million last year.

Net loss for the second fiscal quarter was $2.0 million, compared to net income of $26.4 million last year. Net loss per basic and diluted share was $0.03, compared to net income per diluted share of $0.37 last year.

Adjusted EBITDA[1] (non-GAAP) for the second fiscal quarter was $6.3 million, compared to $50.9 million last year.

"We expected a decline in our financial performance year-over-year given higher levels of retail carry-over inventory from Holiday 2013 and the comparative timing of new product launches," said Ray Arthur, Chief Financial Officer. "However, the decline in net sales was more than anticipated primarily due to the slippage of first shipments of LeapTV into the fiscal third quarter. Given our reduced operating expenses versus plan, our net loss for the quarter was in-line with our expectations despite the net sales decline."

Guidance

"We expect our financial results in our fiscal third quarter ending December 31, 2014 to improve year-over-year given the launch of LeapTV, two new LeapPad tablets, a strong line-up of learning toys and interactive reading platforms and an exceptional educational content offering. However, we also expect our business to continue to be impacted by residual Holiday 2013 carry-forward retail inventory of LeapPads. Additionally, many of our retail partners around the world are running far tighter inventories this year, and we are experiencing retail sales softness in some of our key product categories. As a result, we are lowering our outlook for the fiscal year," continued Mr. Arthur.

For the full fiscal year ending March 31, 2015, we expect:


    --  Net sales to be in the range of $450 million to $470 million compared to
        $528 million for the twelve-month period ended March 31, 2014.
    --  Net loss per basic and diluted share to be in the range of $0.13 to
        $0.25, assuming an effective 37.5% tax rate. For the twelve-month period
        ended March 31, 2014, net income per diluted share (GAAP) was $1.07 and
        normalized net income per diluted share[2] (non-GAAP) was $0.18. We are
        providing normalized net income (loss)(2) measures, which are non-GAAP
        measures, to help investors review our performance and performance
        trends excluding discrete tax items which have historically been
        significant.
    --  Capital expenditures to be in the range of $35 million to $45 million as
        we make long-term, strategic investments in our business, particularly
        in our information technology systems. Capital expenditures include
        purchases of property and equipment and capitalization of product costs.

For the third fiscal quarter ending December 31, 2014, we expect:


    --  Net sales to be in the range of $220 million to $240 million, up 18% to
        28%, compared to $187 million for the quarter ended December 31, 2013.
    --  Net income per diluted share to be in the range of $0.16 to $0.28,
        assuming an effective 37.5% tax rate. For the quarter ended December 31,
        2013, net income per diluted share (GAAP) was $0.90 and normalized net
        income per diluted share(2) (non-GAAP) was $0.00. We are providing
        normalized net income measures, which are non-GAAP measures, to help
        investors review our performance and performance trends excluding
        discrete tax items which have historically been significant.

Conference Call and Webcast

LeapFrog will hold a conference call to discuss second quarter fiscal year 2015 financial results on November 3, 2014, at 2:00 p.m. Pacific Time (5:00 p.m. Eastern Time). The conference call will be webcast live and can be accessed at LeapFrog's investor relations web site at www.leapfroginvestor.com. An archive of the webcast will be available on the web site approximately three hours after completion of the call. In addition, more information about LeapFrog, including this press release and other financial and investor information, is also available on the investor relations web site.

To participate in the call, please dial (706) 634-0183 and request conference ID 17995878. A replay of the call will be available for one month. To access the replay, please dial (404) 537-3406 and use conference ID 17995878.

About LeapFrog

LeapFrog Enterprises, Inc. is the leader in educational entertainment for children. For nearly 20 years, LeapFrog has created award-winning learning solutions that combine educational expertise, innovative technology and a child's love for fun. With experiences that are personalized to each child's level, LeapFrog helps children achieve their potential through LeapFrog's proprietary learning tablets, learn to read and write systems, interactive learning toys and more, all designed or approved by LeapFrog's full-time in-house team of learning experts. LeapFrog's Learning Path, the ultimate guide for parents on early childhood, is designed specifically to help support and guide their child's learning with personalized ideas and feedback, fun activities and expert advice. LeapFrog is based in Emeryville, California, and was founded in 1995 by a father who revolutionized technology-based learning solutions to help his child learn how to read. Learn more at www.leapfrog.com.

TM & © 2014 LeapFrog Enterprises, Inc. All rights reserved.

Use of Non-GAAP Financial Information

This press release includes non-GAAP financial measures, specifically normalized net income (loss), normalized net income (loss) per basic or diluted share, and adjusted EBITDA.

Normalized net income (loss) is calculated as net income (loss) adjusted to reflect an effective 37.5% tax rate and excludes actual tax benefits and tax expenses. Normalized net income (loss) per basic and diluted share is calculated as normalized net income (loss) divided by weighted-average basic and diluted shares outstanding, as applicable. As required by SEC rules, we have provided a schedule with a reconciliation of normalized net income (loss) and normalized net income (loss) per basic and diluted share to the most directly comparable GAAP measures, net income (loss) and net income (loss) per basic and diluted share.

Management believes that normalized net income (loss) and normalized net income (loss) per basic and diluted share are some of the appropriate measures for evaluating the operating performance of the Company because of the significant swing in net income (loss) and net income (loss) per basic and diluted share as a result of the deferred tax valuation allowance release and other discrete tax items, and therefore, provides a more comparable measure of year-over-year operating results.

Adjusted EBITDA is defined as earnings (or net income) before interest, income taxes, depreciation and amortization, other expenses (income), and stock-based compensation. As required by SEC rules, we have provided an attached schedule with a reconciliation of adjusted EBITDA to the most directly comparable GAAP measure, net income.

Management believes adjusted EBITDA is one of the appropriate measures for evaluating the operating performance of the Company because it reflects the resources available for strategic opportunities including, among others, to invest in the business, strengthen the balance sheet, and make strategic acquisitions.

However, these non-GAAP measures should be considered in addition to, not as a substitute for, or superior to, measures of financial performance prepared in accordance with GAAP as more fully discussed in the Company's financial statements and filings with the SEC. Additionally, these non-GAAP measures may not be comparable to similarly-titled measures used by other companies. As used herein, "GAAP" refers to accounting principles generally accepted in the United States of America.

Forward-Looking Statements

This news release contains forward-looking statements that involve risks and uncertainties, including statements regarding anticipated financial results and expenditures, the strength of our learning toys and interactive reading platforms and our strategic investments positioning us for long-term growth and leadership. Our actual results may differ materially from those expressed or implied by such forward-looking statements. The risks that could cause our results to differ include, without limitation, our ability to correctly predict highly changeable consumer preferences and product trends, our ability to continue to develop new products and services, our ability to compete effectively with competitors, deterioration of global economic conditions, our reliance on a small group of retailers for the majority of our gross sales, the effectiveness of our marketing and advertising efforts, the seasonality of our business, system failures in our online services or web store, our dependence on our suppliers for our components and raw materials, our reliance on a limited number of manufacturers, our ability to maintain sufficient inventory levels, our ability to maintain or acquire licenses, our ability to protect or enforce our intellectual property rights, defects in our products, the risks associated with international operations, costs or changes associated with compliance with laws and regulations, negative political developments, changes in trade relations, armed hostilities, terrorism, labor strikes, natural disasters or public health issues, our dependence on our officers and other employees, the sufficiency of our liquidity, impacts from acquisitions, mergers or dispositions, continued ownership by a few stockholders of a significant percentage of the voting power in the company, and the volatility of our stock price. These risks and others are discussed under "Risk Factors" in our filings with the U.S. Securities and Exchange Commission, including our 2013 annual report on Form 10-K filed on March 14, 2014. All information provided in this release is as of the date hereof, and we undertake no obligation to update this information.


    Contact Information


    Investors:                                            Media:

    Karen Sansot, CFA                                     Monica Ma

    Investor Relations                                    Media Relations

    (510) 420-4803                                        (510) 596-3437

    ksansot@leapfrog.com                                  mma@leapfrog.com


[1] Adjusted EBITDA is a non-GAAP financial measure. It is described below and reconciled to its comparable GAAP measure in the accompanying financial tables.

[2] Normalized net income (loss) per basic and diluted share is a non-GAAP financial measure. It is described below and reconciled to its comparable GAAP measure in the accompanying financial tables.


                                                                           LEAPFROG ENTERPRISES, INC.

                                                                     CONSOLIDATED STATEMENTS OF OPERATIONS

                                                                     (In thousands, except per share data)

                                                                                  (Unaudited)


                                                                                                                          Three Months Ended                   Six Months Ended
                                                                                                                              September 30,                    September 30,
                                                                                                                        -------------------               -----------------

                                                                                                                              2014                   2013                    2014               2013
                                                                                                                              ----                   ----                    ----               ----


    Net sales                                                                                                             $113,645               $200,985                $160,622           $283,971

                                                                    Cost of sales                                 76,635                 121,607                114,779             173,691

                                                                    Gross profit                                  37,010                  79,378                 45,843             110,280


    Operating expenses:

                                                                     Selling, general
                                                                     and administrative                           20,321                  18,893                 41,365              40,707

                                                                     Research and
                                                                     development                                   7,363                   7,543                 14,974              16,237

                                                                    Advertising                                    9,717                   7,411                 12,758               9,315

                                                                     Depreciation and
                                                                     amortization                                  2,758                   2,631                  5,600               5,246

                                                                     Total operating
                                                                     expenses                                     40,159                  36,478                 74,697              71,505

                                                                                          Income (loss) from operations       (3,149)                42,900                (28,854)            38,775


    Other income (expense):

                                                                    Interest income                                   26                      12                     61                  30

                                                                    Other, net                                       124                      28                  (230)              (277)

                                                                     Total other
                                                                     income
                                                                     (expense), net                                  150                      40                  (169)              (247)

                                                                                           Income (loss) before income
                                                                                           taxes                              (2,999)                42,940                (29,023)            38,528

    Provision for (benefit from) income taxes                                                                                (973)                16,567                (10,629)            15,445

                                                                     Net income
                                                                     (loss)                                     $(2,026)                          $26,373               $(18,394)           $23,083
                                                                                                                 =======                           =======                ========            =======


    Net income (loss) per share:

                                                                     Class A and B -
                                                                      basic                                      $(0.03)                  $0.38                $(0.26)              $0.34

                                                                     Class A and B -
                                                                      diluted                                    $(0.03)                  $0.37                $(0.26)              $0.33


    Weighted average shares used to calculate net income (loss) per
     share:


                                                                     Class A and B -
                                                                      basic                                       70,052                  68,552                 69,906              68,381

                                                                     Class A and B -
                                                                      diluted                                     70,052                  71,051                 69,906              70,825



                                                              LEAPFROG ENTERPRISES, INC.

                                                              CONSOLIDATED BALANCE SHEETS

                                                         (In thousands, except per share data)

                                                                      (Unaudited)

                                                                                                  September 30,                 March 31,
                                                                                                  -------------                 ---------

                                                                                                    2014                 2013                   2014
                                                                                                    ----                 ----                   ----

    ASSETS

    Current assets:

                                         Cash and cash equivalents                                $111,344              $78,373               $231,988

                                          Accounts receivable, net of allowances for doubtful
                                          accounts

                                              of $402, $106 and $306, respectively                  98,965              184,798                 29,920

                                         Inventories                                               108,197              121,738                 52,293

                                         Prepaid expenses and other current assets                  12,380                8,727                 10,416

                                         Deferred income taxes                                      23,708                4,248                 22,553

                                         Total current assets                                      354,594              397,884                347,170

    Deferred income taxes                                                                67,044                 6,181                 57,810

    Property and equipment, net                                                          36,769                28,868                 30,765

    Capitalized product costs, net                                                       22,235                15,825                 19,058

    Goodwill                                                                             19,549                19,549                 19,549

    Other intangible assets, net                                                          4,220                 3,565                  3,805

    Other assets                                                                          1,365                 1,161                  1,473

                                         Total assets                                             $505,776             $473,033               $479,630
                                                                                                  ========             ========               ========


    LIABILITIES AND STOCKHOLDERS' EQUITY

    Current liabilities:

                                         Accounts payable                                          $56,967              $59,086                $19,146

                                         Accrued liabilities                                        26,914               35,348                 23,930

                                         Deferred revenue                                           12,405               12,696                 12,808

                                         Income taxes payable                                          298                  712                    689

                                         Total current liabilities                                  96,584              107,842                 56,573

    Long-term deferred income taxes                                                       3,812                 3,759                  3,812

    Other long-term liabilities                                                             459                 1,824                  1,125
                                                                                            ---                 -----                  -----

                                         Total liabilities                                         100,855              113,425                 61,510

    Stockholders' equity:

                                          Class A Common Stock, par value $0.0001; Authorized
                                          -139,500 shares;

                                              Outstanding: 65,764, 64,524 and 65,229,
                                               respectively                                              7                    7                      7

                                          Class B Common Stock, par value $0.0001; Authorized
                                          -40,500 shares;

                                              Outstanding: 4,396, 4,396 and 4,396, respectively          -                   -                     -

                                         Treasury stock                                              (185)               (185)                 (185)

                                         Additional paid-in capital                                428,546              415,618                422,678

                                         Accumulated other comprehensive income (loss)             (1,251)                 124                  (578)

                                         Accumulated deficit                                      (22,196)            (55,956)               (3,802)
                                                                                                --------

                                         Total stockholders' equity                                404,921              359,608                418,120
                                                                                                   -------              -------                -------

                                         Total liabilities and stockholders' equity               $505,776             $473,033               $479,630
                                                                                                  ========             ========               ========



                                                                    LEAPFROG ENTERPRISES, INC.

                                                               CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                                          (In thousands)

                                                                            (Unaudited)


                                                                                            Three Months Ended           Six Months Ended
                                                                                                 September 30,             September 30,
                                                                                           -------------------       -----------------

                                                                                                              2014          2013                 2014           2013
                                                                                                              ----          ----                 ----           ----

    Operating activities:

                                                            Net income
                                                            (loss)                                          $(2,026)      $26,373            $(18,394)       $23,083

    Adjustments to reconcile net income (loss) to net cash
     used in operating activities:

                                                            Depreciation
                                                            and
                                                            amortization                                       6,957         5,352               13,233         10,251

                                                            Deferred
                                                            income taxes                                       (833)       15,599             (10,840)        13,741

                                                            Stock-based
                                                            compensation
                                                            expense                                            2,449         2,623                5,680          5,211

                                                            Allowance for
                                                            doubtful
                                                            accounts                                             176         (142)                 518          (371)

    Other changes in operating assets and liabilities:

                                                            Accounts
                                                            receivable,
                                                            net                                             (68,300)    (122,832)            (70,590)     (127,465)

                                                           Inventories                                      (45,904)     (54,980)            (57,464)      (76,711)

                                                            Prepaid
                                                            expenses and
                                                            other current
                                                            assets                                             (218)        1,579              (2,212)         1,254

                                                           Other assets                                           52            17                  103             69

                                                            Accounts
                                                            payable                                           25,246        15,105               39,570         42,432

                                                            Accrued
                                                            liabilities                                        4,428        10,802                2,104         10,117

                                                            Deferred
                                                            revenue                                               84         4,766                (341)         5,033

                                                            Other long-
                                                            term
                                                            liabilities                                        (553)        (120)               (650)         (679)

                                                            Income taxes
                                                            payable                                            (150)           18                (387)           222

                                                            Net cash used in operating
                                                            activities                                      (78,592)     (95,840)            (99,670)      (93,813)
                                                                                                             -------       -------              -------        -------

    Investing activities:

                                                           Purchases of
                                                            property and
                                                            equipment and
                                                            other
                                                            intangible
                                                            assets                                           (7,484)      (6,475)            (15,066)      (13,114)

                                                            Capitalization
                                                            of product
                                                            costs                                            (3,952)      (3,160)             (8,164)       (6,731)

                                                            Net cash used in investing
                                                            activities                                      (11,436)      (9,635)            (23,230)      (19,845)
                                                                                                             -------        ------              -------        -------

    Financing activities:

                                                           Proceeds from
                                                            stock option
                                                            exercises and
                                                            employee
                                                            stock
                                                            purchase plan                                      1,085         2,236                1,479          2,863

                                                           Cash paid for
                                                            payroll taxes
                                                            on restricted
                                                            stock unit
                                                            releases                                           (147)        (259)               (841)         (785)

                                                            Common stock
                                                            repurchased                                            -            -                (38)             -

                                                            Excess tax
                                                            benefits from
                                                            stock-based
                                                            compensation                                           -            3                   11             11

                                                            Net cash provided by
                                                            financing activities                                 938         1,980                  611          2,089
                                                                                                                 ---         -----                  ---          -----

    Effect of exchange rate
     changes on cash                                                                                         1,214           450                1,645            232

    Net change in cash and cash
     equivalents                                                                                          (87,876)    (103,045)           (120,644)     (111,337)

    Cash and cash equivalents,
     beginning of period                                                                                   199,220       181,418              231,988        189,710

    Cash and cash equivalents,
     end of period                                                                                        $111,344       $78,373             $111,344        $78,373
                                                                                                          ========       =======             ========        =======




                                                                                      LEAPFROG ENTERPRISES, INC.

                                                                                  SUPPLEMENTAL FINANCIAL INFORMATION

                                                                                            (In thousands)

                                                                                              (Unaudited)


                                                                                 Three Months Ended                   Six Months Ended
                                                                                    September 30,                       September 30,
                                                                                -------------------                  -----------------

                                                                                                  2014                                 2013                    2014                  2013
                                                                                                  ----                                 ----                    ----                  ----


    Net sales                                                                              $113,645                             $200,985                $160,622              $283,971

                             Cost of sales (1)                           76,635                           121,607                              114,779                173,691

                             Gross profit                                37,010                            79,378                               45,843                110,280


    Operating expenses: (2)

                              Selling, general
                              and administrative                         20,321                            18,893                               41,365                 40,707

                              Research and
                              development                                 7,363                             7,543                               14,974                 16,237

                             Advertising                                  9,717                             7,411                               12,758                  9,315

                              Depreciation and
                              amortization                                2,758                             2,631                                5,600                  5,246

                              Total operating
                              expenses                                   40,159                            36,478                               74,697                 71,505

                                                 Income (loss) from operations                 (3,149)                              42,900                (28,854)               38,775


    Other income (expense):

                             Interest income                                 26                                12                                   61                     30

                             Other, net                                     124                                28                                (230)                 (277)

                              Total other
                              income
                              (expense), net                                150                                40                                (169)                 (247)

                                                  Income (loss) before income
                                                  taxes                                        (2,999)                              42,940                (29,023)               38,528

    Provision for (benefit from) income taxes                                                 (973)                              16,567                (10,629)               15,445

                              Net income
                              (loss)                                   $(2,026)                          $26,373                            $(18,394)               $23,083
                                                                        =======                           =======                             ========                =======


                      (1)    Includes
                              depreciation and
                              amortization                                4,199                             2,721                                7,633                  5,005


                      (2)    Includes stock-
                              based compensation
                              as follows:

                              Selling, general
                              and administrative                          2,090                             2,293                                4,928                  4,583

                              Research and
                              development                                   359                               330                                  752                    628


    Segment data:

    Net sales:

                             U.S. segment                                77,558                           146,831                              108,266                205,189

                              International
                              segment                                    36,087                            54,154                               52,356                 78,782


    Income (loss) from operations*:

                             U.S. segment                               (8,865)                           29,652                             (34,155)                20,225

                              International
                              segment                                     5,716                            13,248                                5,301                 18,550


          *     Certain
                corporate-
                level
                operating
                expenses
                associated
                with sales
                and
                marketing,
                product
                support,
                human
                resources,
                legal,
                finance,
                information
                technology,
                corporate
                development,
                procurement
                activities,
                research and
                development,
                legal
                settlements
                and other
                corporate
                costs are
                charged
                entirely to
                our U.S.
                segment,
                rather than
                being
                allocated
                between the
                U.S. and
                International
                segments.




                                                                LEAPFROG ENTERPRISES, INC.

                                             SUPPLEMENTAL DISCLOSURE REGARDING NON-GAAP FINANCIAL INFORMATION

                                         RECONCILIATION OF GAAP NET INCOME (LOSS) TO NORMALIZED NET INCOME (LOSS),

                                        GAAP NET INCOME (LOSS) PER SHARE TO NORMALIZED NET INCOME (LOSS) PER SHARE,

                                                           AND GAAP NET LOSS TO ADJUSTED EBITDA

                                                         (In thousands, except per share data)

                                                                      (Unaudited)


    The following table presents a reconciliation of net income (loss), a GAAP measure, to normalized net income (loss), a non-GAAP measure, where available.  Normalized net income (loss) is defined as net income (loss) adjusted
     to reflect an effective 37.5% tax rate and exclude actual tax benefits and tax expenses. Normalized net income (loss) per share is calculated as normalized net income (loss) divided by weighted-average basic or diluted
     shares outstanding, as applicable.


                                                Three Months Ended                Six Months Ended
                                                  September 30,                     September 30,                 Three Months Ended December 31,                Twelve Months Ended March 31,
                                               -------------------               -----------------

                                                    2014                    2013                     2014                     2013                        2013                                         2014
                                                    ----                    ----                     ----                     ----                        ----                                         ----


    Net income
     (loss) -GAAP                               $(2,026)                $26,373                $(18,394)                  23,083                     $63,937                                      $75,237

    Provision for
     (benefit from)
     income taxes                                  (973)                 16,567                 (10,629)                  15,445                    (63,589)                                    (55,216)
                                                    ----                  ------                  -------                   ------                     -------                                      -------

    Income (loss)
     before income
     taxes                                       (2,999)                 42,940                 (29,023)                  38,528                         348                                       20,021

    Effective tax
     expense at
     37.5% rate                                  (1,125)                 16,103                 (10,884)                  14,448                         131                                        7,508
                                                  ------                  ------                  -------                   ------                         ---                                        -----

    Normalized net
     income (loss) -
      Non-GAAP                                  $(1,874)                $26,837                $(18,139)                 $24,080                        $217                                      $12,513
                                                 =======                 =======                 ========                  =======                        ====                                      =======


    Net income (loss) per share - GAAP:

       Class A and B -
        basic                                    $(0.03)                  $0.38                  $(0.26)                   $0.34                       $0.93                                        $1.09

       Class A and B -
        diluted                                  $(0.03)                  $0.37                  $(0.26)                   $0.33                       $0.90                                        $1.07


    Normalized net income (loss) per share
     - Non-GAAP:

       Class A and B -
        basic                                    $(0.03)                  $0.39                  $(0.26)                   $0.35                       $0.00                                        $0.18

       Class A and B -
        diluted                                  $(0.03)                  $0.38                  $(0.26)                   $0.34                       $0.00                                        $0.18


    Weighted-average shares used to
     calculate net income (loss) per share:


       Class A and B -
        basic                                     70,052                  68,552                   69,906                   68,381                      69,038                                       68,800

       Class A and B -
        diluted                                   70,052                  71,051                   69,906                   70,825                      70,652                                       70,618



    The following table presents a
     reconciliation of net income
     (loss), a GAAP measure, to
     adjusted EBITDA, a non-GAAP
     measure. Adjusted EBITDA is
     defined as earnings before
     interest, taxes, depreciation and
     amortization, other expenses
     (income), and stock-based
     compensation.


                                                                  Three Months Ended September 30,            Six Months Ended September 30,
                                                                 --------------------------------           ------------------------------

                                                                            2014                     2013                          2014                  2013
                                                                            ----                     ----                          ----                  ----


    Net income (loss) - GAAP                            $(2,026)                           $26,373            $(18,394)                      $23,083

    (Less) add:

                               Interest income                                (26)                    (12)                         (61)                 (30)

                                Provision for (benefit from)
                                income taxes                                 (973)                  16,567                      (10,629)               15,445

                               Depreciation and amortization                 6,957                    5,352                        13,233                10,251

                               Other, net                                    (124)                    (28)                          230                   277

                               Stock-based compensation                      2,449                    2,623                         5,680                 5,211
                                                                           -----

    Adjusted EBITDA - Non-GAAP                            $6,257                            $50,875             $(9,941)                      $54,237
                                                          ======                            =======              =======                       =======

SOURCE LeapFrog Enterprises, Inc.