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EX-99.2 - EXHIBIT 99.2 - CAMBIUM LEARNING GROUP, INC. | c21382exv99w2.htm |
EX-99.3 - EXHIBIT 99.3 - CAMBIUM LEARNING GROUP, INC. | c21382exv99w3.htm |
8-K - FORM 8-K - CAMBIUM LEARNING GROUP, INC. | c21382e8vk.htm |
Exhibit 99.1
Cambium Learning Group Announces Growth in the Second Quarter
Dallas,
August 9, 2011-Cambium Learning Group, Inc. [Nasdaq: ABCD, the Company], a leading
educational company focused primarily on serving the needs of at-risk and special student
populations, will hold a conference call today at 5:00 p.m. Eastern Time to discuss 2011 second
quarter earnings. The call will be based on unaudited financial results through June 30, 2011.
Second Quarter Financial Summary and Other Operational Metrics
Three Months Ended | Six Months Ended | |||||||||||||||||||||||||||||||
June 30, | June 30, | $ | % | June 30, | June 30, | $ | % | |||||||||||||||||||||||||
(In millions) | 2011 | 2010 | Change | Change | 2011 | 2010 | Change | Change | ||||||||||||||||||||||||
GAAP net revenues |
$ | 57.2 | $ | 47.9 | $ | 9.3 | 19 | % | $ | 87.9 | $ | 76.1 | $ | 11.8 | 15 | % | ||||||||||||||||
Adjusted net revenues |
57.5 | 52.5 | 5.0 | 10 | % | 88.5 | 85.8 | 2.7 | 3 | % | ||||||||||||||||||||||
Change in adjusted
deferred revenue |
0.5 | (2.8 | ) | 3.3 | 117 | % | (6.6 | ) | (10.2 | ) | 3.6 | 35 | % | |||||||||||||||||||
Adjusted net revenues
plus change in
adjusted deferred
revenue |
58.0 | 49.7 | 8.3 | 17 | % | 81.9 | 75.6 | 6.3 | 8 | % | ||||||||||||||||||||||
GAAP net income (loss) |
3.8 | (2.2 | ) | 6.0 | 275 | % | (6.0 | ) | (21.6 | ) | 15.6 | 72 | % | |||||||||||||||||||
EBITDA |
17.6 | 12.2 | 5.4 | 45 | % | 20.3 | 6.5 | 13.8 | 213 | % | ||||||||||||||||||||||
Adjusted EBITDA |
18.8 | 17.5 | 1.3 | 8 | % | 20.3 | 20.2 | 0.1 | 0 | % |
| The Companys adjusted net revenues plus change in adjusted deferred revenue improved by $8.3 million in the second quarter versus the same period in 2010 and $6.3 million for the first six months versus the same period in 2010. These represent increases of 17% and 8%, respectively, for the second quarter and year-to-date. Adjusted net revenues plus change in adjusted deferred revenue is a close approximation for the Companys internal management metric order volume. |
| Year-to-date GAAP net revenues improved by 15% to $87.9 million compared with the first six months of 2010. The improvement was primarily caused by purchase accounting adjustments, which significantly reduced 2010 net revenues by $9.7 million with the corresponding reduction in 2011 being only $0.7 million. |
| Adjusted net revenues, which exclude the impact of purchase accounting, increased by 10% in the second quarter 2011 versus the same period in 2011 and by 3% for the first six months of 2011 versus 2010. |
| While the Company experienced a year-to-date order volume increase of 8%, adjusted net revenues for the same period increased by only 3% due to continued shifts to more technology and service-based sales, which have delayed revenue recognition. |
| Adjusted net revenues by business unit for the first half of 2011 and the percentage change from the first half of 2010 were as follows: |
| Voyager: $50.2 million, down 4% | ||
| Sopris: $12.5 million, up 22% | ||
| Cambium Learning Technologies: $25.8 million, up 12% |
| The first half of the year has produced particularly favorable growth for the Sopris and Cambium Learning Technologies units as investments made in 2010 and into 2011 in the areas of new products, E-commerce capabilities and expanded sales resources have provided key growth engines for the unit. |
| Over one third of the Companys total adjusted revenue now comes from technology enabled offerings in the various business units. |
| Total GAAP costs and expenses declined considerably as onetime, merger-related costs in 2010 were not repeated in 2011. Excluding onetime costs, the Company increased overall spending by approximately $2.5 million in the first half of 2011 versus 2010. Increased spending occurred in the Cambium Learning Technologies and Sopris units in line with the growth in those units. Lower shared services costs helped offset some of the increase. |
| Overall the Company experienced a sharp improvement in GAAP net loss and EBITDA. This was partially provided by the improved top line, but significant improvement came from the non-recurrence of merger related costs from 2010. On an adjusted EBITDA basis, the Company exceeded $20 million in the first six months of 2011, which was a modest improvement over the same period for 2010. |
I am pleased with the year-to-date growth in order volume across all the business units, says Ron
Klausner, Chief Executive Officer of Cambium Learning Group. We recognize that the new norm for
our customers is a state of fiscal austerity and that sustained growth in our sales is contingent
upon enabling educators to effectively and efficiently improve student outcomes.
Business Summary
| Sopris, in collaboration with the American College of Education, recently announced the launch of a new model for its professional development program, LETRS® (Language Essentials for Teachers of Reading and Spelling) Louisa Moats Literacy Academy. The new online model, developed by literacy expert, Louisa Moats, Ed.D., enables participants to receive professional development, earn a Concentration in Literacy, and/or a Masters degree, thereby helping teachers professionalize their work in reading. |
| The Companys products continue to be recognized by industry peer groups. Kurzweil 3000® Version 12, won a Stevie® Award in the category of New Product of the Year Computer Software. Learning A-Z won a 2011 CODiE Award from the Software and Information Industry Association (SIIA) for Best Reading/English Instructional Solution. In addition, ExploreLearning and Learning A-Z both won awards from the Association of Educational Publishers (AEP). ExploreLearning was recognized with a Distinguished Achievement Award in the Science category and Learning A-Z won a Beacon Award. |
| On May 17, 2011, the Board appointed Dr. Walter G. Bumphus to the Board of Directors to fill the vacancy created by Fred Schwabs resignation. Dr. Bumphus currently serves as President and CEO of the American Association of Community Colleges and comes to us with over 35 years of leadership experience in the area of education. |
Non-GAAP Financial Measures
EBITDA, adjusted EBITDA and adjusted net revenues are not prepared in accordance with GAAP and may
be different from non-GAAP financial measures used by other companies. Non-GAAP financial measures
should not be considered a substitute for, or superior to, measures of financial performance
prepared in accordance with GAAP. The Company believes that adjusted EBITDA and adjusted net
revenues provide useful information to investors because they reflect the underlying performance of
the ongoing operations of the Company, and provide investors with a view of the Companys
operations from managements perspective. Adjusted EBITDA
and adjusted net revenues exclude items that do not reflect the underlying performance of the
combined Company by removing significant one-time or certain non-cash items. The Company uses these
measures to monitor and evaluate the operating performance of the Company and as the basis to set
and measure progress towards performance targets, which directly affect compensation for employees
and executives. The Company generally uses these non-GAAP measures as measures of operating
performance and not as measures of the Companys liquidity.
Investor Conference Call
The Company will provide additional commentary on todays conference call. To listen to the
Companys conference call, please dial (800) 860-2442 and reference Cambium Learning at 5:00 p.m.
Eastern Time on Tuesday, August 9, 2011. The call will be recorded and archived until Wednesday,
September 7, 2011, and can be replayed by calling (877) 344-7529 and entering ID# 10001457. The
conference call will also be Webcast and available on the Companys Website at
http://cambiumlearning.investorroom.com/events.
About Cambium Learning Group, Inc.
Cambium Learning Group (Nasdaq: ABCD) is the leading educational company focused primarily on
serving the needs of at-risk and special student populations. The company operates three core
divisions: Voyager, which provides comprehensive interventions; Sopris, which is known for
supplemental solutions; and Cambium Learning Technologies, which comprises
IntelliTools®
, Kurzweil Educational Systems®, Learning AZ, and
ExploreLearning. Cambium Learning Group is committed to providing research-based solutions that
help educators raise the achievement levels of preK12 students as well as adult learning
communities. The companys website is
www.cambiumlearninggroup.com.
Media and Investor Contact:
Shannan Overbeck
Cambium Learning Group, Inc.
214.932.9476
shannan.overbeck@cambiumlearning.com
Shannan Overbeck
Cambium Learning Group, Inc.
214.932.9476
shannan.overbeck@cambiumlearning.com
Forward Looking Statements
Some of the statements contained herein constitute forward-looking statements. These statements
relate to future events, including the future financial performance of Cambium Learning Group,
Inc., and involve known and unknown risks, uncertainties and other factors that may cause the
markets, actual results, levels of activity, performance or achievements of Cambium Learning Group,
Inc. to be materially different from any actual future results, levels of activity, performance or
achievements. These risks and other factors you should consider include, but are not limited to,
the ability to successfully attract and retain a broad customer base for current and future
products, changes in customer demands or industry standards, success of ongoing product
development, maintaining acceptable margins, the ability to control costs, K-12 enrollment and
demographic trends, the level of educational and education technology funding, the impact of
federal, state and local regulatory requirements on the business of the company, the loss of key
personnel, the impact of competition, the uncertainty of general economic conditions and financial
market performance, and those other risks and uncertainties listed under the heading RISK FACTORS
in Cambium Learning Group, Inc.s Form 10-K. In some cases, you can identify forward-looking
statements by terminology such as may, should, expects, plans, anticipates, believes,
estimates, predicts, potential, continue, projects, intends, prospects, or
priorities, or the negative of such terms, or other comparable terminology. These statements are
only predictions. Actual events or results may differ materially. Cambium Learning Group, Inc.
does not assume or undertake any obligation to update the information contained in this press
release, and expressly disclaims any obligation to do so, whether as a result of new information,
future events or otherwise.
###
Cambium Learning Group, Inc. and Subsidiaries
Condensed Consolidated Statements of Operations
(In thousands, except per share data)
(Unaudited)
Condensed Consolidated Statements of Operations
(In thousands, except per share data)
(Unaudited)
Three Months Ended | Six Months Ended | |||||||||||||||
June 30, | June 30, | June 30, | June 30, | |||||||||||||
2011 | 2010 | 2011 | 2010 | |||||||||||||
Net revenues |
$ | 57,191 | $ | 47,901 | $ | 87,886 | $ | 76,123 | ||||||||
Cost of revenues: |
||||||||||||||||
Cost of revenues |
17,819 | 15,217 | 28,786 | 26,529 | ||||||||||||
Amortization expense |
6,844 | 7,245 | 13,462 | 13,987 | ||||||||||||
Total cost of revenues |
24,663 | 22,462 | 42,248 | 40,516 | ||||||||||||
Research and development expense |
2,515 | 2,563 | 4,894 | 5,573 | ||||||||||||
Sales and marketing expense |
12,874 | 11,176 | 23,777 | 22,233 | ||||||||||||
General and administrative expense |
5,529 | 5,605 | 11,341 | 13,543 | ||||||||||||
Shipping and handling costs |
817 | 1,168 | 1,151 | 1,712 | ||||||||||||
Depreciation and amortization expense |
1,748 | 2,360 | 3,484 | 4,937 | ||||||||||||
Embezzlement and related expense (recoveries) |
40 | 11 | (2,396 | ) | 30 | |||||||||||
Total costs and expenses |
48,186 | 45,345 | 84,499 | 88,544 | ||||||||||||
Income (loss) before interest, other income (expense)
and income taxes |
9,005 | 2,556 | 3,387 | (12,421 | ) | |||||||||||
Net interest expense |
(4,882 | ) | (4,614 | ) | (9,287 | ) | (8,982 | ) | ||||||||
Other income (expense), net |
2 | (85 | ) | 365 | (95 | ) | ||||||||||
Income (loss) before income taxes |
4,125 | (2,143 | ) | (5,535 | ) | (21,498 | ) | |||||||||
Income tax expense |
(318 | ) | (34 | ) | (415 | ) | (119 | ) | ||||||||
Net income (loss) |
$ | 3,807 | $ | (2,177 | ) | $ | (5,950 | ) | $ | (21,617 | ) | |||||
Net income (loss) per common share: |
||||||||||||||||
Basic net income (loss) per common share |
$ | 0.09 | $ | (0.05 | ) | $ | (0.14 | ) | $ | (0.49 | ) | |||||
Diluted net income (loss) per common share |
$ | 0.09 | $ | (0.05 | ) | $ | (0.14 | ) | $ | (0.49 | ) | |||||
Average number of common shares
and equivalents outstanding: |
||||||||||||||||
Basic |
43,610 | 44,324 | 43,979 | 44,321 | ||||||||||||
Diluted |
44,431 | 44,324 | 43,979 | 44,321 |
Cambium Learning Group, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
(In thousands, except per share data)
Condensed Consolidated Balance Sheets
(In thousands, except per share data)
June 30, | December 31, | |||||||
2011 | 2010 | |||||||
(unaudited) | ||||||||
ASSETS
|
||||||||
Current assets: |
||||||||
Cash and cash equivalents |
$ | 12,578 | $ | 11,831 | ||||
Accounts receivable, net |
35,837 | 31,627 | ||||||
Inventory |
24,926 | 22,015 | ||||||
Deferred tax assets |
3,703 | 3,703 | ||||||
Restricted assets, current |
1,463 | 3,064 | ||||||
Assets held for sale |
2,727 | | ||||||
Other current assets |
3,791 | 3,937 | ||||||
Total current assets |
85,025 | 76,177 | ||||||
Property, equipment and software at cost |
36,881 | 32,944 | ||||||
Accumulated depreciation and amortization |
(10,052 | ) | (7,838 | ) | ||||
Property, equipment and software, net |
26,829 | 25,106 | ||||||
Goodwill |
151,915 | 151,915 | ||||||
Acquired curriculum and technology intangibles, net |
28,045 | 33,063 | ||||||
Acquired publishing rights, net |
32,784 | 38,707 | ||||||
Other intangible assets, net |
19,984 | 22,132 | ||||||
Pre-publication costs, net |
8,972 | 7,834 | ||||||
Restricted assets, less current portion |
11,707 | 12,641 | ||||||
Other assets |
22,262 | 15,487 | ||||||
Total assets |
$ | 387,523 | $ | 383,062 | ||||
LIABILITIES AND STOCKHOLDERS EQUITY |
||||||||
Current liabilities: |
||||||||
Current portion of long-term debt |
$ | | $ | 1,280 | ||||
Current portion of capital lease obligations |
422 | 378 | ||||||
Accounts payable |
4,937 | 6,465 | ||||||
Contingent value rights, current |
| 1,623 | ||||||
Accrued expenses |
25,388 | 22,888 | ||||||
Deferred revenue, current |
28,007 | 34,140 | ||||||
Total current liabilities |
58,754 | 66,774 | ||||||
Long-term liabilities: |
||||||||
Long-term debt, less current portion |
174,083 | 150,850 | ||||||
Capital lease obligations, less current portion |
12,092 | 12,317 | ||||||
Deferred revenue, less current portion |
3,574 | 3,416 | ||||||
Contingent value rights, less current portion |
5,896 | 5,746 | ||||||
Other liabilities |
19,370 | 19,947 | ||||||
Total long-term liabilities |
215,015 | 192,276 | ||||||
Stockholders equity: |
||||||||
Preferred stock ($.001 par value, 15,000 shares authorized,
zero shares issued and outstanding at June 30, 2011
and December 31, 2010) |
| | ||||||
Common stock ($.001 par value, 150,000 shares authorized,
43,915 and 43,869 shares issued, and 42,271 and 43,869 shares
outstanding at June 30, 2011 and December 31, 2010, respectively) |
44 | 44 | ||||||
Capital surplus |
260,510 | 259,887 | ||||||
Accumulated deficit |
(141,168 | ) | (135,218 | ) | ||||
Treasury stock at cost (1,644 and zero shares at
June 30, 2011 and December 31, 2010, respectively) |
(4,931 | ) | | |||||
Other comprehensive income (loss): |
||||||||
Pension and postretirement plans |
(702 | ) | (702 | ) | ||||
Net unrealized gain on securities |
1 | 1 | ||||||
Accumulated other comprehensive income (loss) |
(701 | ) | (701 | ) | ||||
Total stockholders equity |
113,754 | 124,012 | ||||||
Total liabilities and stockholders equity |
$ | 387,523 | $ | 383,062 | ||||
Reconciliation Between Net Revenues and Adjusted Net Revenues and Between Net Income (Loss)
and Adjusted EBITDA for the Three Months Ended June 30, 2011 and 2010
(In thousands)
(Unaudited)
and Adjusted EBITDA for the Three Months Ended June 30, 2011 and 2010
(In thousands)
(Unaudited)
Three Months Ended June 30, | ||||||||
2011 | 2010 | |||||||
Total net revenues |
$ | 57,191 | $ | 47,901 | ||||
Non-recurring and non-operational costs included in
net revenues but excluded from adjusted net revenues: |
||||||||
Adjustments related to purchase accounting |
323 | 4,560 | ||||||
Adjusted net revenues |
$ | 57,514 | $ | 52,461 | ||||
Net income (loss) |
$ | 3,807 | $ | (2,177 | ) | |||
Reconciling items between net income (loss) and EBITDA: |
||||||||
Depreciation and amortization |
8,592 | 9,605 | ||||||
Net interest expense |
4,882 | 4,614 | ||||||
Other (income) expense |
(2 | ) | 85 | |||||
Income tax |
318 | 34 | ||||||
Income from operations before interest and other income
(expense), income taxes, and depreciation and
amortization (EBITDA) |
17,597 | 12,161 | ||||||
Non-recurring, non-operational, and certain non-cash costs
included in EBITDA but excluded from Adjusted EBITDA: |
||||||||
Integration and merger-related costs |
| 1,114 | ||||||
Legacy VLCY corporate |
366 | 175 | ||||||
Stock-based compensation expense |
314 | 299 | ||||||
Embezzlement and related expenses (recoveries) |
40 | 11 | ||||||
Adjustments related to purchase accounting |
283 | 3,710 | ||||||
Adjustments to CVR liability |
212 | | ||||||
Adjusted EBITDA |
$ | 18,812 | $ | 17,470 | ||||
Reconciliation Between Net Revenues and Adjusted Net Revenues and Between Net Loss and
Adjusted EBITDA for the Six Months Ended June 30, 2011 and 2010
(In thousands)
(Unaudited)
Adjusted EBITDA for the Six Months Ended June 30, 2011 and 2010
(In thousands)
(Unaudited)
Six Months Ended June 30, | ||||||||
2011 | 2010 | |||||||
Total net revenues |
$ | 87,886 | $ | 76,123 | ||||
Non-recurring and non-operational costs included in
net revenues but excluded from adjusted net revenues: |
||||||||
Adjustments related to purchase accounting |
655 | 9,712 | ||||||
Adjusted net revenues |
$ | 88,541 | $ | 85,835 | ||||
Net loss |
$ | (5,950 | ) | $ | (21,617 | ) | ||
Reconciling items between net loss and EBITDA: |
||||||||
Depreciation and amortization |
16,946 | 18,924 | ||||||
Net interest expense |
9,287 | 8,982 | ||||||
Other (income) expense |
(365 | ) | 95 | |||||
Income tax |
415 | 119 | ||||||
Income from operations before interest and other income
(expense), income taxes, and depreciation and
amortization (EBITDA) |
20,333 | 6,503 | ||||||
Non-recurring, non-operational, and certain non-cash costs
included in EBITDA but excluded from Adjusted EBITDA: |
||||||||
Integration and merger-related costs |
| 4,557 | ||||||
Legacy VLCY corporate |
677 | 475 | ||||||
Stock-based compensation expense |
604 | 533 | ||||||
Embezzlement and related expenses (recoveries) |
(2,396 | ) | 30 | |||||
Adjustments related to purchase accounting |
571 | 8,069 | ||||||
Adjustments to CVR liability |
520 | | ||||||
Adjusted EBITDA |
$ | 20,309 | $ | 20,167 | ||||
Cambium Learning Group, Inc.
Change in Adjusted Deferred Revenue
(In thousands)
(Unaudited)
Change in Adjusted Deferred Revenue
(In thousands)
(Unaudited)
As of: | ||||||||||||||||||||||||||||
December 31, | March 31, | June 30, | September 30, | December 31, | March 31, | June 30, | ||||||||||||||||||||||
2009 | 2010 | 2010 | 2010 | 2010 | 2011 | 2011 | ||||||||||||||||||||||
Deferred revenue |
$ | 24,181 | $ | 21,842 | $ | 23,643 | $ | 33,301 | $ | 37,556 | $ | 30,779 | $ | 31,581 | ||||||||||||||
Purchase accounting fair
value adjustment |
14,374 | 9,222 | 4,662 | 2,262 | 1,437 | 1,105 | 782 | |||||||||||||||||||||
Adjusted deferred revenue |
38,555 | 31,064 | 28,305 | 35,563 | 38,993 | 31,884 | 32,363 | |||||||||||||||||||||
Change in adjusted deferred revenue |
$ | (7,491 | ) | $ | (2,759 | ) | $ | 7,258 | $ | 3,430 | $ | (7,109 | ) | $ | 479 |