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EX-31.1 - EX-31.1 - CAMBIUM LEARNING GROUP, INC.abcd-ex311_7.htm
EX-32.2 - EX-32.2 - CAMBIUM LEARNING GROUP, INC.abcd-ex322_8.htm
EX-32.1 - EX-32.1 - CAMBIUM LEARNING GROUP, INC.abcd-ex321_6.htm
EX-31.2 - EX-31.2 - CAMBIUM LEARNING GROUP, INC.abcd-ex312_9.htm

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

x

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2016

OR

¨

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                 to                 .

Commission File Number: 001-34575

 

Cambium Learning Group, Inc.

(Exact name of registrant as specified in its charter)

 

 

Delaware

   

27-0587428

(State or Other Jurisdiction of
Incorporation or Organization)

   

(I.R.S. Employer
Identification No.)

   

   

   

17855 Dallas Parkway, Suite 400, Dallas, Texas

   

75287

(Address of Principal Executive Offices)

   

(Zip Code)

Registrant’s telephone number, including area code: (888) 399-1995

 

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  x      No  ¨

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  x      No  ¨

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 definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer

   

¨

      

Accelerated filer

   

¨

 

 

 

 

 

 

 

Non-accelerated filer

   

¨  (Do not check if a smaller reporting company)

      

 

Smaller reporting company

   

x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).     Yes  ¨      No  x

The number of shares of the registrant’s common stock, $0.001 par value per share, outstanding as of August 3, 2016 was 45,822,686.

 

 

 

 

 


 

TABLE OF CONTENTS

 

 

 

 

Page

PART I

 

FINANCIAL INFORMATION

 

 

 

 

 

Item 1.

 

Financial Statements

3

 

 

 

 

 

 

Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (Unaudited) for the Three and Six Months Ended June 30, 2016 and June 30, 2015

3

 

 

 

 

 

 

Condensed Consolidated Balance Sheets as of June 30, 2016 (Unaudited) and December 31, 2015

4

 

 

 

 

 

 

Condensed Consolidated Statements of Cash Flows (Unaudited) for the Six Months Ended June 30, 2016 and June 30, 2015

6

 

 

 

 

 

 

Notes to the Condensed Consolidated Financial Statements (Unaudited)

7

 

 

 

 

Item 2.

 

Management’s Discussion and Analysis of Financial Condition and Results of Operations

17

 

 

 

 

Item 3.

 

Quantitative and Qualitative Disclosures About Market Risk

30

 

 

 

 

Item 4.

 

Controls and Procedures

30

 

 

 

 

PART II

 

OTHER INFORMATION

31

 

 

 

 

Item 1.

 

Legal Proceedings

31

 

 

 

 

Item 1A.

 

Risk Factors

31

 

 

 

 

Item 6.

 

Exhibits

32

 

 

 

 

SIGNATURE PAGE

33

 

 

EXHIBITS

34

 

 

 

2


 

Item 1. Financial Statements.

Cambium Learning Group, Inc. and Subsidiaries

Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)

(In thousands, except per share data)

(Unaudited)

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

2016

 

 

2015

 

 

2016

 

 

2015

 

Net revenues

$

39,084

 

 

$

37,454

 

 

$

72,758

 

 

$

68,925

 

Cost of revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of revenues

 

7,732

 

 

 

8,277

 

 

 

14,739

 

 

 

15,163

 

Amortization expense

 

4,475

 

 

 

4,275

 

 

 

8,125

 

 

 

8,278

 

Total cost of revenues

 

12,207

 

 

 

12,552

 

 

 

22,864

 

 

 

23,441

 

Research and development expense

 

3,019

 

 

 

2,415

 

 

 

6,139

 

 

 

4,892

 

Sales and marketing expense

 

11,846

 

 

 

10,479

 

 

 

24,157

 

 

 

21,123

 

General and administrative expense

 

5,102

 

 

 

5,202

 

 

 

10,104

 

 

 

10,417

 

Shipping and handling costs

 

221

 

 

 

248

 

 

 

380

 

 

 

422

 

Depreciation and amortization expense

 

856

 

 

 

1,000

 

 

 

1,697

 

 

 

1,993

 

Total costs and expenses

 

33,251

 

 

 

31,896

 

 

 

65,341

 

 

 

62,288

 

Income before interest, other income (expense)

   and income taxes

 

5,833

 

 

 

5,558

 

 

 

7,417

 

 

 

6,637

 

Net interest expense

 

(1,958

)

 

 

(3,626

)

 

 

(3,722

)

 

 

(7,300

)

Other income, net

 

 

 

 

260

 

 

 

 

 

 

475

 

Income (loss) before income taxes

 

3,875

 

 

 

2,192

 

 

 

3,695

 

 

 

(188

)

Income tax expense

 

(111

)

 

 

(186

)

 

 

(33

)

 

 

(304

)

Net income (loss)

$

3,764

 

 

$

2,006

 

 

$

3,662

 

 

$

(492

)

Other comprehensive loss:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Amortization of net pension loss

 

37

 

 

 

56

 

 

 

74

 

 

 

112

 

Comprehensive income (loss)

$

3,801

 

 

$

2,062

 

 

$

3,736

 

 

$

(380

)

Net income (loss) per common share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

$

0.08

 

 

$

0.04

 

 

$

0.08

 

 

$

(0.01

)

Diluted

$

0.08

 

 

$

0.04

 

 

$

0.08

 

 

$

(0.01

)

Average number of common shares and equivalents

   outstanding:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

45,764

 

 

 

45,498

 

 

 

45,752

 

 

 

45,488

 

Diluted

 

47,116

 

 

 

46,698

 

 

 

47,082

 

 

 

45,488

 

 

 

 

 

 

 

 

 

 

The accompanying Notes to the Condensed Consolidated Financial Statements are an integral part of these statements.

 

 

3


 

Cambium Learning Group, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(In thousands, except per share data)

  

 

June 30, 2016

 

 

December 31, 2015

 

 

(Unaudited)

 

 

 

 

 

ASSETS

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

Cash and cash equivalents

$

4,868

 

 

$

8,645

 

Accounts receivable, net

 

12,815

 

 

 

14,640

 

Inventory

 

3,857

 

 

 

4,694

 

Restricted assets, current

 

1,254

 

 

 

1,265

 

Other current assets

 

8,584

 

 

 

9,981

 

Total current assets

 

31,378

 

 

 

39,225

 

Property, equipment and software at cost

 

60,399

 

 

 

55,824

 

Accumulated depreciation and amortization

 

(36,007

)

 

 

(33,284

)

Property, equipment and software, net

 

24,392

 

 

 

22,540

 

Goodwill

 

47,842

 

 

 

47,842

 

Acquired curriculum and technology intangibles, net

 

1,970

 

 

 

2,731

 

Acquired publishing rights, net

 

1,022

 

 

 

1,459

 

Other intangible assets, net

 

2,672

 

 

 

3,231

 

Pre-publication costs, net

 

17,288

 

 

 

16,441

 

Restricted assets, less current portion

 

2,539

 

 

 

3,099

 

Other assets

 

4,671

 

 

 

4,817

 

Total assets

$

133,774

 

 

$

141,385

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The accompanying Notes to the Condensed Consolidated Financial Statements are an integral part of these statements.

4


 

Cambium Learning Group, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(In thousands, except per share data)

  

 

June 30, 2016

 

 

December 31, 2015

 

 

(Unaudited)

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

Accounts payable

$

3,892

 

 

$

1,993

 

Accrued expenses

 

12,207

 

 

 

14,224

 

Revolving credit facility

 

10,500

 

 

 

 

Current portion of long-term debt

 

5,600

 

 

 

3,850

 

Deferred revenue, current

 

54,306

 

 

 

74,107

 

Total current liabilities

 

86,505

 

 

 

94,174

 

Long-term liabilities:

 

 

 

 

 

 

 

Long-term debt

 

94,664

 

 

 

97,872

 

Deferred revenue, less current portion

 

11,339

 

 

 

11,481

 

Other liabilities

 

11,165

 

 

 

12,027

 

Total long-term liabilities

 

117,168

 

 

 

121,380

 

 

Commitments and contingencies (See Note 12)

 

 

 

 

 

 

 

Stockholders' equity (deficit):

 

 

 

 

 

 

 

Preferred stock ($.001 par value, 15,000 shares authorized, zero

   shares issued and outstanding at June 30, 2016 and

   December 31, 2015)

 

 

 

 

 

Common stock ($.001 par value, 150,000 shares authorized,

   52,323 and 52,268 shares issued, and 45,791 and 45,736

   shares outstanding at June 30, 2016 and December 31, 2015,

   respectively)

 

52

 

 

 

52

 

Capital surplus

 

285,840

 

 

 

285,306

 

Accumulated deficit

 

(340,313

)

 

 

(343,975

)

Treasury stock at cost (6,532 shares at June 30, 2016

   and December 31, 2015)

 

(12,784

)

 

 

(12,784

)

Accumulated other comprehensive loss:

 

 

 

 

 

 

 

Pension and postretirement plans

 

(2,694

)

 

 

(2,768

)

Accumulated other comprehensive loss

 

(2,694

)

 

 

(2,768

)

Total stockholders' equity (deficit)

 

(69,899

)

 

 

(74,169

)

Total liabilities and stockholders' equity (deficit)

$

133,774

 

 

$

141,385

 

 

 

 

 

 

 

 

 

 

 

 

 

The accompanying Notes to the Condensed Consolidated Financial Statements are an integral part of these statements.

 

 

5


 

Cambium Learning Group, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(In thousands)

(Unaudited) 

 

 

Six Months Ended June 30,

 

 

2016

 

 

2015

 

 

 

 

 

 

 

 

 

Net income (loss)

$

3,662

 

 

$

(492

)

Adjustments to reconcile net income (loss)

   to net cash used in operating activities:

 

 

 

 

 

 

 

Depreciation and amortization expense

 

9,822

 

 

 

10,271

 

Amortization of note discount and deferred financing

   costs

 

557

 

 

 

611

 

Stock-based compensation and expense

 

447

 

 

 

294

 

Other

 

2

 

 

 

1

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

Accounts receivable, net

 

1,825

 

 

 

(3,258

)

Inventory

 

837

 

 

 

108

 

Other current assets

 

1,397

 

 

 

(512

)

Other assets

 

56

 

 

 

(461

)

Restricted assets

 

571

 

 

 

579

 

Accounts payable

 

1,899

 

 

 

696

 

Accrued expenses

 

(2,017

)

 

 

934

 

Deferred revenue

 

(19,943

)

 

 

(15,301

)

Other long-term liabilities

 

(788

)

 

 

(311

)

Net cash used in operating activities

 

(1,673

)

 

 

(6,841

)

Investing activities:

 

 

 

 

 

 

 

Cash paid for acquisitions

 

 

 

 

(400

)

Expenditures for property, equipment, software and

   pre-publication costs

 

(10,766

)

 

 

(9,832

)

Net cash used in investing activities

 

(10,766

)

 

 

(10,232

)

Financing activities:

 

 

 

 

 

 

 

Principal payments under capital lease obligations

 

 

 

 

(531

)

Repayment of debt

 

(1,925

)

 

 

 

Borrowings under revolving credit facility

 

15,000

 

 

 

 

Payment of revolving credit facility

 

(4,500

)

 

 

 

Proceeds from exercise of stock options

 

87

 

 

 

81

 

Net cash provided by (used in) financing activities

 

8,662

 

 

 

(450

)

Change in cash and cash equivalents

 

(3,777

)

 

 

(17,523

)

Cash and cash equivalents, beginning of period

 

8,645

 

 

 

34,387

 

Cash and cash equivalents, end of period

$

4,868

 

 

$

16,864

 

 

 

 

 

 

 

 

 

 

 

 

 

The accompanying Notes to the Condensed Consolidated Financial Statements are an integral part of these statements.

 

 

6


 

Cambium Learning Group, Inc. and Subsidiaries

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

 

Note 1 — Basis of Presentation

Presentation

The Condensed Consolidated Financial Statements include the accounts of Cambium Learning® Group, Inc. and its subsidiaries (the “Company”) and are unaudited.  The condensed consolidated balance sheet as of December 31, 2015 has been derived from audited financial statements.  All intercompany transactions have been eliminated.

As permitted under the Securities and Exchange Commission (“SEC”) requirements for interim reporting, certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) have been omitted.  The Company believes that these financial statements include all necessary and recurring adjustments for the fair presentation of the interim period results.  These financial statements should be read in conjunction with the Consolidated Financial Statements and related notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015.  Due to seasonality, the results of operations for the three and six months ended June 30, 2016 are not necessarily indicative of the results to be expected for any future interim period or for the year ending December 31, 2016.

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.  Subsequent actual results may differ from those estimates.

Nature of Operations

The Company is a leading educational solutions and services company that is committed to helping all students reach their full potential.  The Company’s brands include:  Learning A–Z®, Voyager Sopris Learning®, ExploreLearning®, and Kurzweil Education®.  Together, these brands provide breakthrough technology solutions for online learning and professional support; best-in-class intervention and supplemental instructional materials; gold-standard professional development and school-improvement services; valid and reliable assessments; and proven materials to support a positive and safe school environment.  

These brands comprise three reportable segments with separate management teams and infrastructures that offer various products and services.  See Note 14 – Segment Reporting for further information on the Company’s segment reporting structure.  

 

 

Note 2 — Accounts Receivable

Accounts receivable are stated net of allowances for doubtful accounts and estimated sales returns.  The allowance for doubtful accounts and estimated sales returns totaled $0.2 million at June 30, 2016 and December 31, 2015.  The allowance for doubtful accounts is based on a review of outstanding balances and historical collection experience.  The reserve for sales returns is based on historical rates of return as well as other factors that in the Company’s judgment, could reasonably be expected to cause sales returns to differ from historical experience.

 

 

Note 3 — Stock-Based Compensation and Expense

Cambium Learning Group, Inc. 2009 Equity Incentive Plan

In 2009, the Company adopted the Cambium Learning Inc. 2009 Equity Incentive Plan (“Incentive Plan”). Under the Incentive Plan, 5,000,000 shares of common stock were reserved for issuance of awards which may be granted in the form of incentive stock options, non-statutory stock options, stock appreciation rights, restricted stock, restricted stock units, conversion stock options, conversion stock appreciation rights, and other stock or cash awards.  The Incentive Plan is administered by the board of directors which has the authority to establish the terms and conditions of awards granted under the Incentive Plan.

7


 

Stock-Based Compensation and Expense

The following table presents our stock-based compensation expense resulting from stock options that are recorded in our condensed consolidated statements of operations and comprehensive income (loss) for the periods presented:

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

(in thousands)

2016

 

 

2015

 

 

2016

 

 

2015

 

Cost of revenues

$

14

 

 

$

10

 

 

$

29

 

 

$

18

 

Research and development expense

 

45

 

 

 

33

 

 

 

86

 

 

 

61

 

Sales and marketing expense

 

52

 

 

 

38

 

 

 

100

 

 

 

71

 

General and administrative expense

 

128

 

 

 

78

 

 

 

232

 

 

 

144

 

Total

$

239

 

 

$

159

 

 

$

447

 

 

$

294

 

2016 Grants

In the first quarter 2016, the Company granted 290,000 options under the Incentive Plan with an exercise price of $4.50.  The options vest in equal monthly installments on the last day of the month over a four year period, with an initial vesting date of March 31, 2016.  As of June 30, 2016, the Company had 3,035,154 stock options outstanding.

 

 

Note 4 — Net Income (Loss) per Common Share

Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted-average number of common shares outstanding during the period.  Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted-average number of common shares outstanding during the period, including potential dilutive shares of common stock assuming the dilutive effect of outstanding stock options and restricted stock awards using the treasury stock method.  Weighted-average shares from common share equivalents in the amount of 532,407 and 436,226 for the three and six months ended June 30, 2016, and 250,776 and 2,764,016 for the three and six months ended June 30, 2015, respectively, were excluded from the respective dilutive shares outstanding because their effect was anti-dilutive.

The following table presents the calculation of basic and diluted net income (loss) per share:

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

(in thousands, except per share data)

2016

 

 

2015

 

 

2016

 

 

2015

 

Numerator:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)

$

3,764

 

 

$

2,006

 

 

$

3,662

 

 

$

(492

)

Denominator:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted-average common shares used in computing basic net income (loss) per share

 

45,764

 

 

 

45,498

 

 

 

45,752

 

 

 

45,488

 

Diluted:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Add weighted-average effect of dilutive securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stock options and restricted stock awards

 

1,352

 

 

 

1,200

 

 

 

1,330

 

 

 

 

Weighted-average common shares used in computing diluted net income (loss) per share

 

47,116

 

 

 

46,698

 

 

 

47,082

 

 

 

45,488

 

Net income (loss) per common share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

$

0.08

 

 

$

0.04

 

 

$

0.08

 

 

$

(0.01

)

Diluted

$

0.08

 

 

$

0.04

 

 

$

0.08

 

 

$

(0.01

)

 

Note 5 — Fair Value Measurements

Fair value is defined as the price that would be received to sell an asset, or paid to transfer a liability (exit price), in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date.  Valuation techniques are based on observable or unobservable inputs.  Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company’s market assumptions.  These two types of inputs have created the following fair value hierarchy:

 

·

Level 1 — Quoted prices for identical instruments in active markets.

 

·

Level 2 — Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which significant value drivers are observable.

8


 

 

·

Level 3 — Valuations derived from valuation techniques in which significant value drivers are unobservable. 

Applicable guidance requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.

At June 30, 2016, financial instruments include $4.9 million of cash and cash equivalents, restricted assets of $3.8 million, collateral investments of $1.8 million, $10.5 million of borrowings under the Revolving Credit Facility, and Senior Secured Credit Facility term loans, net of discount and deferred financing costs, of $100.3 million.  At December 31, 2015, financial instruments include $8.6 million of cash and cash equivalents, restricted assets of $4.4 million, collateral investments of $1.8 million, and Senior Secured Credit Facility term loans, net of discount and deferred financing costs, of $101.7 million.  The fair market values of cash equivalents, restricted assets, and collateral investments are equal to their carrying value, as these investments are recorded based on quoted market prices and/or other market data for the same or comparable instruments and transactions as of the end of the reporting period.  See Note 13 – Long-Term Debt for additional information regarding the Company’s Revolving Credit Facility and term loans.

 At June 30, 2016 and December 31, 2015, the carrying value of the Company’s Senior Secured Credit Facility term loans and Revolving Credit Facility approximates the fair value, as the borrowings are tied to the London Interbank Offered Rate (“LIBOR”) and are market sensitive.

Assets and liabilities measured at fair value on a recurring basis are as follows:

 

(in thousands)

 

 

 

 

Fair Value at Reporting Date Using

 

Description

June 30, 2016

 

 

Quoted Prices

in Active

Markets for

Identical

Assets

(Level 1)

 

 

Significant

Other

Observable

Inputs

(Level 2)

 

 

Significant

Unobservable

Inputs

(Level 3)

 

Restricted Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Money Market

$

3,793

 

 

$

3,793

 

 

$

 

 

$

 

Collateral Investments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Money Market

 

906

 

 

 

906

 

 

 

 

 

 

 

Certificates of Deposit

 

879

 

 

 

879

 

 

 

 

 

 

 

 

 

(in thousands)

 

 

 

 

Fair Value at Reporting Date Using

 

Description

December 31, 2015

 

 

Quoted Prices

in Active

Markets for

Identical

Assets

(Level 1)

 

 

Significant

Other

Observable

Inputs

(Level 2)

 

 

Significant

Unobservable

Inputs

(Level 3)

 

Restricted Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Money Market

$

4,364

 

 

$

4,364

 

 

$

 

 

$

 

Collateral Investments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Money Market

 

905

 

 

 

905

 

 

 

 

 

 

 

Certificates of Deposit

 

878

 

 

 

878

 

 

 

 

 

 

 

 

 

(in thousands)

Total Gains (Losses) for the

Six Months Ended June 30,

 

Description

2016

 

 

2015

 

Restricted Assets:

 

 

 

 

 

 

 

Money Market

$

 

 

$

 

Collateral Investments:

 

 

 

 

 

 

 

Money Market

 

 

 

 

 

Certificates of Deposit

 

 

 

 

 

9


 

Assets and liabilities measured at fair value on a non-recurring basis are listed below at their carrying values as of each reporting date:  

 

(in thousands)

 

 

 

 

Fair Value at Reporting Date Using

 

Description

June 30, 2016

 

 

Quoted Prices

in Active

Markets for

Identical

Assets

(Level 1)

 

 

Significant

Other

Observable

Inputs

(Level 2)

 

 

Significant

Unobservable

Inputs

(Level 3)

 

Goodwill

$

47,842

 

 

$

 

 

$

 

 

$

47,842

 

Property, equipment and software, net

 

24,392

 

 

 

 

 

 

 

 

 

24,392

 

Pre-publication costs, net

 

17,288

 

 

 

 

 

 

 

 

 

17,288

 

Acquired curriculum and technology

     intangibles, net

 

1,970

 

 

 

 

 

 

 

 

 

1,970

 

Acquired publishing rights, net

 

1,022

 

 

 

 

 

 

 

 

 

1,022

 

Other intangible assets, net

 

2,672

 

 

 

 

 

 

 

 

 

2,672

 

 

 

 

 

(in thousands)

 

 

 

 

Fair Value at Reporting Date Using

 

Description

December 31, 2015

 

 

Quoted Prices

in Active

Markets for

Identical

Assets

(Level 1)

 

 

Significant

Other

Observable

Inputs

(Level 2)

 

 

Significant

Unobservable

Inputs

(Level 3)

 

Goodwill

$

47,842

 

 

$

 

 

$

 

 

$

47,842

 

Property, equipment and software, net

 

22,540

 

 

 

 

 

 

 

 

 

22,540

 

Pre-publication costs, net

 

16,441

 

 

 

 

 

 

 

 

 

16,441

 

Acquired curriculum and technology

     intangibles, net

 

2,731

 

 

 

 

 

 

 

 

 

2,731

 

Acquired publishing rights, net

 

1,459

 

 

 

 

 

 

 

 

 

1,459

 

Other intangible assets, net

 

3,231

 

 

 

 

 

 

 

 

 

3,231

 

 

 

(in thousands)

Total Gains (Losses) for the

Six Months Ended June 30,

 

Description

2016

 

 

2015

 

Goodwill

$

 

 

$

 

Property, equipment and software, net

 

 

 

 

 

Pre-publication costs, net

 

 

 

 

 

Acquired curriculum and technology intangibles, net

 

 

 

 

 

Acquired publishing rights, net

 

 

 

 

 

Other intangible assets, net

 

 

 

 

 

 

There were no significant remeasurements of these assets during the six months ended June 30, 2016 or 2015.

 

Note 6 — Other Current Assets

Other current assets at June 30, 2016 and December 31, 2015 consisted of the following:

 

(in thousands)

June 30, 2016

 

 

December 31, 2015

 

Deferred costs

$

6,239

 

 

$

8,514

 

Prepaid expenses

 

2,245

 

 

 

1,367

 

Other

 

100

 

 

 

100

 

Other current assets

$

8,584

 

 

$

9,981

 

 

 

10


 

Note 7 — Other Assets

Other assets at June 30, 2016 and December 31, 2015 consisted of the following:

 

(in thousands)

June 30, 2016

 

 

December 31, 2015

 

Collateral investments

$

1,785

 

 

$

1,783

 

Deferred costs, less current portion

 

1,421

 

 

 

1,479

 

Deferred financing costs - revolving credit facility

 

801

 

 

 

892

 

Other

 

664

 

 

 

663

 

Other assets

$

4,671

 

 

$

4,817

 

 

Deferred Financing Costs

Deferred financing costs relate to costs incurred with the issuance of the Senior Secured Credit Agreement.  See Note 13 – Long-Term Debt.  

Collateral Investments

The Company maintains certificates of deposit to collateralize its outstanding letters of credit associated with credit collections and workers’ compensation activity.  At June 30, 2016 and December 31, 2015, the Company had $0.9 million in certificates of deposit serving as collateral for its outstanding letters of credit.

Additionally, the Company maintains a money market fund investment to serve as collateral for a travel card program.  The balance of the money market fund investment was $0.9 million at June 30, 2016 and December 31, 2015.

 

 

Note 8 — Accrued Expenses

Accrued expenses at June 30, 2016 and December 31, 2015 consisted of the following:

 

(in thousands)

June 30, 2016

 

 

December 31, 2015

 

Salaries, bonuses and benefits

$

7,821

 

 

$

9,383

 

Accrued royalties

 

1,140

 

 

 

1,201

 

Pension and post-retirement benefit plans

 

1,093

 

 

 

1,093

 

Accrued interest

 

78

 

 

 

 

Other

 

2,075

 

 

 

2,547

 

Accrued expenses

$

12,207

 

 

$

14,224

 

 

Accrued Interest

Accrued interest at June 30, 2016 and December 31, 2015 relates to the Company’s Senior Secured Credit Agreement.  See Note 13 – Long-Term Debt.  

Pension and Post-Retirement Benefit Plans

See Note 10 – Pension Plan for additional information regarding the Company’s pension plan.

 

 

Note 9 — Other Liabilities

Other liabilities at June 30, 2016 and December 31, 2015 consisted of the following:

 

(in thousands)

June 30, 2016

 

 

December 31, 2015

 

Pension and post-retirement benefit plans, long-term portion

$

9,543

 

 

$

9,903

 

Deferred rent

 

778

 

 

 

881

 

Long-term income tax payable

 

504

 

 

 

896

 

Long-term deferred compensation

 

340

 

 

 

347

 

Other liabilities

$

11,165

 

 

$

12,027

 

 

Pension and Post-Retirement Benefit Plans

See Note 10 – Pension Plan for additional information regarding the Company’s pension plan.

 

 

11


 

Note 10 — Pension Plan

The net pension costs of the Company’s defined benefit pension plan were comprised primarily of interest costs and totaled $0.1 million for the three months ended June 30, 2016 and 2015 and $0.3 million for the six months ended June 30, 2016 and 2015.  The net pension costs included the amortization of accumulated net loss of $37 thousand and $0.1 million, for the three months ended June 30, 2016 and 2015, respectively.  The net pension costs included the amortization of accumulated net loss of $0.1 million, for the six months ended June 30, 2016 and 2015. 

 

Note 11 — Uncertain Tax Positions

The Company recognizes the financial statement impacts of a tax return position when it is more likely than not, based on technical merits, that the position will ultimately be sustained.  For tax positions that meet this recognition threshold, the Company applies judgment, taking into account applicable tax laws, experience managing tax audits and relevant GAAP, to determine the amount of tax benefits to recognize in its financial statements.  For each position, the difference between the benefit realized on the Company’s tax return and the benefit reflected in its financial statements is recorded to Other Liabilities in the Condensed Consolidated Balance Sheets as an unrecognized tax benefit (“UTB”).  The Company updates its UTBs at each financial statement date to reflect the impacts of audit settlements and other resolution of audit issues, expiration of statutes of limitation, developments in tax law and ongoing discussions with tax authorities.  The balance of UTBs was $5.9 million at June 30, 2016 and $6.2 million at December 31, 2015.

Included in the balance of unrecognized tax benefits at June 30, 2016 are approximately $0.5 million of tax benefits that, if recognized, would affect the effective tax rate.  The recognition of the remaining uncertain tax positions would not affect the effective tax rate, but would instead increase or would have increased available tax attributes.  However, the recognition of the tax attribute would be offset by an increase in the deferred tax asset valuation allowance resulting in no net impact in the effective tax rate.

The Company recognizes interest accrued related to its UTBs and penalties as income tax expense.  Related to the UTBs noted above, the Company recognized no penalties and immaterial interest during the three and six months ended June 30, 2016.  At June 30, 2016, the Company has liabilities of $0.1 million for penalties (gross) and $0.1 million for interest (gross).  During the six months ended June 30, 2016, UTBs were decreased by $0.4 million for effectively settled tax positions.

The Company files income tax returns in the U.S. federal jurisdiction and various state jurisdictions.  All U.S. tax years prior to 2008 related to the Voyager Learning Company acquired entities have been audited by the Internal Revenue Service. Cambium and its subsidiaries have been examined by the Internal Revenue Service through the end of 2006.  The Company has been audited by the various state tax authorities through 2007.  

 

 

Note 12 — Commitments and Contingencies

Legal Proceedings

The Company is involved in various legal proceedings incidental to its business.  Management believes that the outcome of these proceedings will not have a material adverse effect upon the Company’s consolidated operations or financial condition and the Company has recognized appropriate liabilities as necessary based on facts and circumstances known to management. The Company expenses legal costs related to legal contingencies as incurred.

Purchase Commitments

From time to time, the Company may enter into firm purchase commitments for printed materials included in inventory which the Company expects to use in the ordinary course of business.  These commitments are typically for terms less than one year and require the Company to buy minimum quantities of materials with specific delivery dates at a fixed price over the term. These open purchase commitments totaled $0.4 million as of June 30, 2016.

Letters of Credit

The Company has letters of credit outstanding at June 30, 2016 in the amount of $0.9 million to support credit collections and workers’ compensation activity.  The Company maintains certificates of deposit of $0.9 million as collateral for the letters of credit as well as an additional deposit to support Automated Clearing House processing and credit card collections. The Company also maintains a $0.9 million money market fund investment as collateral for a travel card program. The certificates of deposit and money market fund investment are included in Collateral Investments in Note 7 — Other Assets.  

 

 

12


 

Note 13 — Long-Term Debt

Long-term debt at June 30, 2016 and December 31, 2015 consisted of the following: 

(in thousands)

June 30, 2016

 

 

December 31, 2015

 

Senior secured credit facility term loans maturing December 10, 2020

$

103,075

 

 

$

105,000

 

Less: Unamortized discount

 

(1,595

)

 

 

(1,856

)

Less: Unamortized deferred financing costs

 

(1,216

)

 

 

(1,422

)

Total debt

 

100,264

 

 

 

101,722

 

Less: current portion of long-term debt

 

5,600

 

 

 

3,850

 

Long-term debt

$

94,664

 

 

$

97,872

 

 

Senior Secured Credit Facility

On December 10, 2015, Cambium Learning, Inc. (the “Borrower”), a wholly-owned subsidiary of Cambium Learning Group, Inc., entered into a $135.0 million Senior Secured Credit Agreement (the “Credit Agreement”) among the Borrower, the Company,  Webster Bank, N.A., as Administrative Agent, L/C Issuer and a Lender, and the other Lenders party thereto, with Webster Bank, N.A., as Joint Lead Arranger, the Governor and Company of the Bank of Ireland, as a Joint Lead Arranger and Syndication Agent, and Capital One National Association, and Babson Capital Finance, LLC, as Co-Documentation Agents (the “Senior Secured Credit Facility”).  The Senior Secured Credit Facility consists of a term loan A in an initial amount of $70.0 million (“Term Loan A”), a term loan B in an initial amount of $35.0 million (“Term Loan B”) and a $30.0 million revolving credit facility (the “Revolving Credit Facility”), secured by a lien on substantially all assets and capital stock of the Company, the Borrower and the Borrower’s subsidiaries (collectively, the “Loan Parties”).  The Senior Secured Credit Facility matures on December 10, 2020.

Borrowings under the Senior Secured Credit Facility bear interest equal to either a Base Rate, as defined in the Credit Agreement, or the LIBOR rate (subject to a 1.0% floor), at the Borrower’s option, plus an applicable margin.   The applicable margin for the Term Loan A and Revolving Credit Facility ranges between 2.75% and 3.50% for Base Rate loans and 3.75% and 4.50% for LIBOR loans.  The applicable margin for the Term Loan A and Revolving Credit Facility is based on a leverage calculation; however, the highest level of margin is applicable until the Company completes its second quarter 2016 leverage calculation.  The applicable margin for the Term Loan B is 4.25% for Base Rate loans and 5.25% for LIBOR loans.  From the inception of the Senior Secured Credit Facility to the end of the second quarter 2016, an interest rate of 5.5% applied to the Term Loan A and Revolving Credit Facility and an interest rate of 6.25% applied to the Term Loan B.  Additionally, unused borrowing capacity under the Revolving Credit Facility is subject to a commitment fee of 0.5%.  Interest is payable quarterly in arrears, or earlier for loans with shorter interest periods.

The Credit Agreement contains affirmative, negative and financial covenants customary for financings of this type, including, among other things, limits on the creation of liens, limits on the incurrence indebtedness, restrictions on investments and dispositions, limitations on fundamental changes to the Loan Parties, a maximum consolidated net leverage ratio, and minimum fixed charge coverage ratio. Upon an event of default, and after any applicable cure period, the Administrative Agent can accelerate the maturity of the loan. Events of default include customary items, such as failure to pay principal and interest in a timely manner and breach of covenants.  At June 30, 2016, the Company was in compliance with all covenants related to the Credit Facility.  

The principal balances of the Senior Secured Credit Facility were issued at a discount, representing fees paid to lenders, which are amortized over the life of the debt using the effective interest rate method.  Unamortized discount at June 30, 2016 and December 31, 2015 was $1.6 million and $1.9 million, respectively.

The Company incurred debt issuance costs associated with the Senior Secured Credit Facility, which were deferred and are amortized over the term of the related debt using the effective interest method.  Unamortized deferred financing costs related to the Term Loan A and Term Loan B totaled $1.2 million and $1.4 million at June 30, 2016 and December 31, 2015 and are presented as a reduction to Long-term Debt in the Consolidated Balance Sheets.  Unamortized deferred financing costs related to the Revolving Credit Facility totaled $0.8 million and $0.9 million at June 30, 2016 and December 31, 2015, respectively, and are classified as Other Assets in the Consolidated Balance Sheets.

At June 30, 2016, the Company had outstanding principal balances of $68.3 million of Term Loan A, $34.8 million of Term Loan B, and $10.5 million under the Revolving Credit Facility, and had $19.5 million borrowing availability under the Revolving Credit Facility.

 

In February 2016, the Company paid $0.1 million to enter into interest rate cap agreements for approximately half of its outstanding Term Loan A and Term Loan B loans, less required amortization, for a three year period.  Under the interest rate cap agreements, the Company will receive payments for any period that the three-month LIBOR rate exceeds 2.5%.

 

Note 14 — Segment Reporting

The Company operates in three reportable segments with separate management teams and infrastructures that offer various products and services.

13


 

Learning A-Z Segment

Learning A-Z is a PreK-6 education technology provider of digitally delivered resources and tools that support instruction and student growth in reading, writing, and science.  Founded in 2002, Learning A-Z believes that an enlightened approach to literacy —which starts with reading and writing, but also includes the development of key 21st century skills like communication, creativity, collaboration, and critical-thinking — is the foundation to all learning. With a robust library of incredibly effective and flexible curriculum resources, Learning A-Z provides the tools teachers need to deliver personalized instruction for a wide range of student needs, including English language learners, intervention, special education, and daily instruction. Learning A-Z’s resources are currently used in more than half the districts across the United States and Canada and in over 180 countries worldwide.  Learning A-Z is committed to:

 

·

Delivering unmatched value, whereby high-quality resources are affordable for every individual classroom

 

·

Making personalized learning easier, giving teachers what they need to deliver the just-right instructional resources to every student

 

·

Empowering teachers as the foundation of student achievement, ensuring that teachers are given the support they need to be effective and efficient

Learning A-Z operates seven subscription-based websites: Reading A-Z, Raz-Kids®, Headsprout®, Science A-Z®, Writing A-Z, Vocabulary A-Z™, and ReadyTest A-Z.  These websites can be purchased stand-alone or in collections, for a comprehensive solution that provides online supplemental books, lessons, assessments and other instructional resources for individual classrooms, schools, and districts.

Voyager Sopris Learning Segment

The Voyager Sopris Learning segment includes the Company’s Voyager Sopris Learning and Kurzweil Education brands.

Voyager Sopris Learning Brand

The Voyager Sopris Learning brand is committed to partnering with school districts to meet and surpass their goals for student achievement.  The Voyager Sopris Learning suite of instructional and service solutions is not only research based, but also evidence based — proven to increase student achievement and educator effectiveness.  Voyager Sopris Learning’s solutions have been fully tested in the classroom, ensuring that they are easy to implement and teacher friendly.  They are innovative, both in overall instructional approach and in the strategic use of technology in blended and 100% online solutions and are supported by an unparalleled commitment to build local capacity for sustained success.  With a comprehensive suite of instructional resources, the Voyager Sopris Learning brand provides assessments, professional development and school improvement services, literacy and math instructional tools — both comprehensive intervention and supplemental — and resources to build a positive school climate.  

Kurzweil Education Brand

The Kurzweil Education brand delivers educational technology that solves real problems.  The Kurzweil Education literacy and learning solutions offer learners a way up and a path forward.  Students’ varying needs, their challenges, and their potential to achieve drive Kurzweil Education, which continues to develop literacy-boosting solutions that directly enhance opportunities to learn and achieve. Using the principles of Universal Design for Learning, Kurzweil’s solutions deliver content and tools that enable all learners to read, understand, and demonstrate their learning using technology-based tools.

ExploreLearning Segment

ExploreLearning develops online solutions to improve student learning in math and science.  ExploreLearning has two products: Gizmos®, which the Company believes is the world’s best library of interactive, online simulations for math and science in grades 3-12; and Reflex®, a powerful solution for math fact fluency development for grades 2-8.

Other

Other consists of unallocated shared services, such as accounting, legal, human resources and corporate related items, as well as depreciation and amortization expense, other income and expense, and income taxes.  The Company does not allocate any of these costs to its segments, and the chief operating decision maker evaluates performance of operating segments excluding these items.

14


 

The following tables present the net revenues, operating expenses, income (loss) from operations, and capital expenditures which are used by the Company’s chief operating decision maker to measure the segments’ operating performance.  The Company does not track assets directly by segment and the chief operating decision maker does not use assets to measure a segment’s operating performance, and therefore this information is not presented.

 

 

Three Months Ended June 30, 2016

 

(in thousands)

Learning

A-Z

 

 

Voyager Sopris

Learning

 

 

ExploreLearning

 

 

Other

 

 

Consolidated

 

Net revenues

$

15,881

 

 

$

17,450

 

 

$

5,753

 

 

$

 

 

$

39,084

 

Cost of revenues

 

583

 

 

 

6,363

 

 

 

786

 

 

 

 

 

 

7,732

 

Amortization expense

 

 

 

 

 

 

 

 

 

 

4,475

 

 

 

4,475

 

Total cost of revenues

 

583

 

 

 

6,363

 

 

 

786

 

 

 

4,475

 

 

 

12,207

 

Other operating expenses

 

7,098

 

 

 

6,639

 

 

 

2,684

 

 

 

3,767

 

 

 

20,188

 

Depreciation and amortization expense

 

 

 

 

 

 

 

 

 

 

856

 

 

 

856

 

Total costs and expenses

 

7,681

 

 

 

13,002

 

 

 

3,470

 

 

 

9,098

 

 

 

33,251

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income before interest, other

    income (expense) and income taxes

 

8,200

 

 

 

4,448

 

 

 

2,283

 

 

 

(9,098

)

 

 

5,833

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net interest expense

 

 

 

 

 

 

 

 

 

 

(1,958

)

 

 

(1,958

)

Income tax expense

 

 

 

 

 

 

 

 

 

 

(111

)

 

 

(111

)

Segment net income

$

8,200

 

 

$

4,448

 

 

$

2,283

 

 

$

(11,167

)

 

$

3,764

 

Expenditures for property, equipment,

    software and pre-publication costs

$

2,184

 

 

$

2,308

 

 

$

745

 

 

$

539

 

 

$

5,776

 

 

 

Three Months Ended June 30, 2015

 

(in thousands)

Learning

A-Z

 

 

Voyager Sopris

Learning

 

 

ExploreLearning

 

 

Other

 

 

Consolidated

 

Net revenues

$

13,262

 

 

$

19,265

 

 

$

4,927

 

 

$

 

 

$

37,454

 

Cost of revenues

 

404

 

 

 

7,209

 

 

 

664

 

 

 

 

 

 

8,277

 

Amortization expense

 

 

 

 

 

 

 

 

 

 

4,275

 

 

 

4,275

 

Total cost of revenues

 

404

 

 

 

7,209

 

 

 

664

 

 

 

4,275

 

 

 

12,552

 

Other operating expenses

 

5,664

 

 

 

6,616

 

 

 

2,366

 

 

 

3,698

 

 

 

18,344

 

Depreciation and amortization expense

 

 

 

 

 

 

 

 

 

 

1,000

 

 

 

1,000

 

Total costs and expenses

 

6,068

 

 

 

13,825

 

 

 

3,030

 

 

 

8,973

 

 

 

31,896

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income before interest, other

    income (expense) and income taxes

 

7,194

 

 

 

5,440

 

 

 

1,897

 

 

 

(8,973

)

 

 

5,558

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net interest expense

 

 

 

 

 

 

 

 

 

 

(3,626

)

 

 

(3,626

)

Other income, net

 

 

 

 

 

 

 

 

 

 

260

 

 

 

260

 

Income tax expense

 

 

 

 

 

 

 

 

 

 

(186

)

 

 

(186

)

Segment net income

$

7,194

 

 

$

5,440

 

 

$

1,897

 

 

$

(12,525

)

 

$

2,006

 

Expenditures for property, equipment,

    software and pre-publication costs

$

1,885

 

 

$

2,389

 

 

$

634

 

 

$

141

 

 

$

5,049

 

 

15


 

  

 

Six Months Ended June 30, 2016

 

(in thousands)

Learning

A-Z

 

 

Voyager Sopris

Learning

 

 

ExploreLearning

 

 

Other

 

 

Consolidated

 

Net revenues

$

31,609

 

 

$

29,786

 

 

$

11,363

 

 

$

 

 

$

72,758

 

Cost of revenues

 

1,218

 

 

 

11,722

 

 

 

1,799

 

 

 

 

 

 

14,739

 

Amortization expense

 

 

 

 

 

 

 

 

 

 

8,125

 

 

 

8,125

 

Total cost of revenues

 

1,218

 

 

 

11,722

 

 

 

1,799

 

 

 

8,125

 

 

 

22,864

 

Other operating expenses

 

14,266

 

 

 

13,665

 

 

 

5,456

 

 

 

7,393

 

 

 

40,780

 

Depreciation and amortization expense

 

 

 

 

 

 

 

 

 

 

1,697

 

 

 

1,697

 

Total costs and expenses

 

15,484

 

 

 

25,387

 

 

 

7,255

 

 

 

17,215

 

 

 

65,341

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income before interest, other

   income (expense) and income taxes

 

16,125

 

 

 

4,399

 

 

 

4,108

 

 

 

(17,215

)

 

 

7,417

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net interest expense

 

 

 

 

 

 

 

 

 

 

(3,722

)

 

 

(3,722

)

Income tax expense

 

 

 

 

 

 

 

 

 

 

(33

)

 

 

(33

)

Segment net income

$

16,125

 

 

$

4,399

 

 

$

4,108

 

 

$

(20,970

)

 

$

3,662

 

Expenditures for property, equipment,

    software and pre-publication costs

$

4,279

 

 

$

4,467

 

 

$

1,355

 

 

$

665

 

 

$

10,766

 

 

 

 

Six Months Ended June 30, 2015

 

(in thousands)

Learning

A-Z

 

 

Voyager Sopris

Learning

 

 

ExploreLearning

 

 

Other

 

 

Consolidated

 

Net revenues

$

26,197

 

 

$

33,011

 

 

$

9,717

 

 

$

 

 

$

68,925

 

Cost of revenues

 

870

 

 

 

12,951

 

 

 

1,342

 

 

 

 

 

 

15,163

 

Amortization expense

 

 

 

 

 

 

 

 

 

 

8,278

 

 

 

8,278

 

Total cost of revenues

 

870

 

 

 

12,951

 

 

 

1,342

 

 

 

8,278

 

 

 

23,441

 

Other operating expenses

 

11,260

 

 

 

13,264

 

 

 

4,963

 

 

 

7,367

 

 

 

36,854

 

Depreciation and amortization expense

 

 

 

 

 

 

 

 

 

 

1,993

 

 

 

1,993

 

Total costs and expenses

 

12,130

 

 

 

26,215

 

 

 

6,305

 

 

 

17,638

 

 

 

62,288

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income before interest, other

   income (expense) and income taxes

 

14,067

 

 

 

6,796

 

 

 

3,412

 

 

 

(17,638

)

 

 

6,637

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net interest expense

 

 

 

 

 

 

 

 

 

 

(7,300

)

 

 

(7,300

)

Other income, net

 

 

 

 

 

 

 

 

 

 

475

 

 

 

475

 

Income tax expense

 

 

 

 

 

 

 

 

 

 

(304

)

 

 

(304

)

Segment net income (loss)

$

14,067

 

 

$

6,796

 

 

$

3,412

 

 

$

(24,767

)

 

$

(492

)

Expenditures for property, equipment,

    software and pre-publication costs

$

3,697

 

 

$

4,674

 

 

$

1,248

 

 

$

213

 

 

$

9,832

 

 

 

 

 

 

16


 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

This section should be read in conjunction with the audited Consolidated Financial Statements of Cambium Learning Group, Inc. and its subsidiaries (the “Company,” “we,” “us,” or “our”) and the notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2015.

Cautionary Note Regarding Forward-looking Statements

This report contains forward-looking statements within the meaning of the federal securities laws that involve risks and uncertainties, and which are based on beliefs, expectations, estimates, projections, forecasts, plans, anticipations, targets, outlooks, initiatives, visions, objectives, strategies, opportunities, drivers and intents of our management.  Such statements are made in reliance upon the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.  All statements other than statements of historical fact included in this report, including statements regarding our future financial position, economic performance and results of operations, as well as our business strategy, objectives of management for future operations, and the information set forth under “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” are forward-looking statements.

Statements that are not historical facts, including statements about our beliefs and expectations, are forward-looking statements.  Forward-looking statements can be identified by, among other things, the use of forward-looking language, such as “believes,” “expects,” “estimates,” “projects,” “forecasts,” “plans,” “anticipates,” “targets,” “outlooks,” “initiatives,” “visions,” “objectives,” “strategies,” “opportunities,” “drivers,” “intends,” “scheduled to,” “seeks,” “may,” “will,” or “should,” or the negative of those terms, or other variations of those terms or comparable language, or by discussions of strategy, plans, targets, models or intentions. Forward-looking statements speak only as of the date they are made, and except for our ongoing obligations under the federal securities laws, we undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events, or otherwise, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements.  Accordingly, you are cautioned that any such forward-looking statements are not guarantees of future performance and are subject to certain risks, uncertainties and assumptions that are difficult to predict.  Although we believe that the expectations reflected in such forward-looking statements are reasonable as of the date made, expectations may prove to have been materially different from the results expressed or implied by such forward-looking statements, as it is impossible for us to anticipate all factors that could affect our actual results.  These risks and uncertainties include, but are not limited to, those described in “Risk Factors” in Part II, Item 1A and elsewhere in this report and in our Annual Report on Form 10-K for the year ended December 31, 2015, and those described from time to time in our future reports filed with the SEC. Unless otherwise required by law, we also disclaim any obligation to update our view of any such risks or uncertainties or to announce publicly the results of any revisions to the forward-looking statements made in this report.

Overview

Cambium Learning® Group, Inc., a Delaware corporation, is a leading educational solutions and services company that is committed to helping all students reach their full potential.  Our award winning brands include: Learning A–Z® (www.learninga-z.com), Voyager Sopris Learning® (www.voyagersopris.com), ExploreLearning® (www.explorelearning.com and www.reflexmath.com) and Kurzweil Education® (www.kurzweiledu.com).  Together, these brands provide breakthrough technology solutions for online learning and professional support; best-in-class intervention and supplemental instructional materials; gold-standard professional development and school-improvement services; valid and reliable assessments; and proven materials to support a positive and safe school environment.

During 2016, our products have continued to receive awards and accolades from industry publications, including:

2016 CODiE Awards

In May 2016, we received three 2016 CODiE Awards, representing the 5th consecutive year the Company has received at least one CODiE award.  Since 1986, the Software and Information Industry Association (SIIA) CODiE Awards have recognized software and information companies for achievement and vision.  It is the only peer-reviewed program in the content, education, and software industry.  We won a 2016 award in the following categories:

Best Solution for Special Needs Students:  Raz-Kids by Learning A-Z

Best PreK / Early Childhood Learning Solution:  Headsprout by Learning A-Z

Best Educational App for a Mobile Device: Reflex by ExploreLearning

The 22snt Annual Best Educational Software Awards (“BESSIE”) presented by The ComputED Gazette

In April 2016, Learning A-Z, Voyager Sopris Learning, and ExploreLearning each received BESSIE Awards.  The BESSIE Awards target innovative and content-rich programs and websites that provide parents and teachers with technology to foster

17


 

educational excellence and are awarded to titles submitted by publishers worldwide.  We won BESSIE Awards in the following categories:

Early Learning, Reading Website:  Headsprout by Learning A-Z

Early Learning, Reading Skills Website:  Raz-Kids by Learning A-Z

Early Elementary, Reading Website:  Headsprout by Learning A-Z

Early Elementary, Science Website:  Science A-Z by Learning A-Z

Early Elementary, Math Fluency Website:  Reflex by ExploreLearning

Upper Elementary, Science Website:  Science A-Z by Learning A-Z

Upper Elementary, Test Skills Website:  ReadyTest A-Z by Learning A-Z

Upper Elementary, Reading Website:  Reading A-Z by Learning A-Z

Upper Elementary, Writing Website:  Writing A-Z by Learning A-Z

Multilevel, ESL Website:  LANGUAGE! Live by Voyager Sopris Learning

Multilevel, Reading Resource Website:  Raz-Kids by Learning A-Z

Multilevel, Math and Science Online Simulations:  Gizmos by ExploreLearning

Teacher Tools, Reading Resource Website:  Reading A-Z by Learning A-Z

2016 REVERE Award presented by the PreK-12 Learning Group of the Association of American Publishers

In June 2016, Voyager Sopris Learning received a 2016 REVERE Award for the content in its LANGUAGE! Live product in the “Classroom Supplemental Resources for Learners with Additional Educational Needs” category.  LANGUAGE! Live is a comprehensive English language arts curriculum for struggling adolescent readers and writers.  The REVERE Awards are presented by the PreK-12 Learning Group of the Association of American Publishers to identify and honor excellence in educational materials.

Segment Information

We have three reportable segments with separate management teams and infrastructures that offer various products and services:  Learning A-Z, Voyager Sopris Learning, and ExploreLearning.  Segment results of operations include Other, which consists of unallocated shared services, such as accounting, legal, human resources and corporate related items, as well as depreciation and amortization expense, interest income and expense, other income and expense, and income taxes.  We do not allocate any of these costs to our segments, and our chief operating decision maker evaluates performance of operating segments excluding these items.

Learning A-Z Segment

Learning A-Z is a PreK-6 education technology provider of digitally delivered resources and tools that support instruction and student growth in reading, writing, and science.  Founded in 2002, Learning A-Z believes that an enlightened approach to literacy — which starts with reading and writing, but also includes the development of key 21st century skills like communication, creativity, collaboration, and critical-thinking — is the foundation to all learning. With a robust library of incredibly effective and flexible curriculum resources, Learning A-Z provides the tools teachers need to deliver personalized instruction for a wide range of student needs, including English language learners, intervention, special education, and daily instruction. Learning A-Z’s resources are currently used in more than half the districts across the United States and Canada and in over 180 countries worldwide.  Learning A-Z is committed to:

18


 

 

Delivering unmatched value, whereby high-quality resources are affordable for every individual classroom 

 

 

Making personalized learning easier, giving teachers what they need to deliver the just-right instructional resources to every student

 

 

Empowering teachers as the foundation of student achievement, ensuring that teachers are given the support they need to be effective and efficient

 

Learning A-Z operates seven subscription-based websites: Reading A-Z™, Raz-Kids®, Headsprout®, Science A-Z®, Writing A-Z™, Vocabulary A-Z™, and ReadyTest A-Z™.  These websites can be purchased stand-alone or in collections, for a comprehensive solution that provides online supplemental books, lessons, assessments and other instructional resources for individual classrooms, schools, and districts.

Voyager Sopris Learning Segment

The Voyager Sopris Learning segment includes our Voyager Sopris Learning and Kurzweil Education brands.

Voyager Sopris Learning Brand

The Voyager Sopris Learning brand is committed to partnering with school districts to meet and surpass their goals for student achievement.  The Voyager Sopris Learning suite of instructional and service solutions is not only research based, but also evidence based — proven to increase student achievement and educator effectiveness.  Voyager Sopris Learning’s solutions have been fully tested in the classroom, ensuring that they are easy to implement and teacher friendly.  They are innovative, both in overall instructional approach and in the strategic use of technology in blended and 100% online solutions and are supported by an unparalleled commitment to build local capacity for sustained success.  With a comprehensive suite of instructional resources, the Voyager Sopris Learning brand provides assessments, professional development and school improvement services, literacy and math instructional tools — both comprehensive intervention and supplemental — and resources to build a positive school climate.  

Kurzweil Education Brand

The Kurzweil Education brand delivers educational technology that solves real problems.  The Kurzweil Education literacy and learning solutions offer learners a way up and a path forward.  Students’ varying needs, their challenges, and their potential to achieve drive Kurzweil Education, which continues to develop literacy-boosting solutions that directly enhance opportunities to learn and achieve. Using the principles of Universal Design for Learning, Kurzweil’s solutions deliver content and tools that enable all learners to read, understand, and demonstrate their learning using technology-based tools.

ExploreLearning Segment

ExploreLearning develops online solutions to improve student learning in math and science.  ExploreLearning has two products: Gizmos®, which we believe is the world’s best library of interactive, online simulations for math and science in grades 3-12; and Reflex®, a powerful solution for math fact fluency development for grades 2-8.

Results of Operations

Bookings

Bookings is an internal, non-GAAP metric that measures the total dollar value of customer orders in a period, regardless of the timing of the related revenue recognition.  We consider Bookings a leading indicator of revenues.  During the six months ended June 30, 2016, consolidated Bookings decreased 1.9% to $52.9 million, compared to $54.0 million during the six months ended June 30, 2015.  Bookings by segment for the six months ended June 30, 2016 and the percentage change from the same period of 2015 were as follows:  

 

·

Learning A-Z:  $20.0 million, increased 13.3% in the first half compared to prior year, due to continued strong performance of all product lines, especially student-centric products, leading to second quarter growth of 28.1%.  Management’s full year expectation of Bookings growth is approximately 20% for Learning A-Z.

 

·

Voyager Sopris Learning:  $25.5 million, decreased 17.6% in the first half, with a second quarter decrease of 20.6%.  The segment has seen a shift in expected customer purchases to the back-to-school season in the third and early fourth quarters.  Additionally, the segment has increased the use of pilot programs for the recently launched Velocity® product, which helps expand the pool of customer prospects for the long-term but does not immediately generate material top-line growth. Management expects this segment’s top line performance in 2016 to show improvement over the prior year Bookings decline of 7%, and slight growth of 1% to 2% is possible but highly dependent on several variables and third quarter performance.

19


 

 

·

ExploreLearning:  $7.4 million, increased 39.6% in the first half, with a second quarter increase of 29.0%.  This segment continued to show strong momentum in Reflex and in the Gizmos simulations which were upgraded to HTML5 earlier this year.  Management’s full year expectation of Bookings growth is between 10% and 20% for ExploreLearning. 

We continue to execute our strategy to shift resources to subscription and technology-enabled products.  For the six months ended June 30, 2016, technology-enabled products represented approximately 62% of Bookings versus 54% for the same period of 2015.  For purposes of this metric, technology-enabled products are defined as those products that are sold primarily as a technology-based solution or that could be used solely using a digital platform.  For the Voyager Sopris Learning segment, several products classified as technology-enabled include supplemental print materials.

 

Three Months Ended June 30, 2016 Compared to the Three Months Ended June 30, 2015

 

 

Three Months Ended

 

 

Year Over Year Change

 

 

June 30, 2016

 

 

June 30, 2015

 

 

Favorable/(Unfavorable)

 

(in thousands)

Amount

 

 

% of Net

Revenues

 

 

Amount

 

 

% of Net

Revenues

 

 

$

 

 

%

 

Net revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Learning A-Z

$

15,881

 

 

 

40.6

%

 

$

13,262

 

 

 

35.4

%

 

$

2,619

 

 

 

19.7

%

Voyager Sopris Learning

 

17,450

 

 

 

44.6

%

 

 

19,265

 

 

 

51.4

%

 

 

(1,815

)

 

 

(9.4

)%

ExploreLearning

 

5,753

 

 

 

14.7

%

 

 

4,927

 

 

 

13.2

%

 

 

826

 

 

 

16.8

%

Total net revenues

 

39,084

 

 

 

100.0

%

 

 

37,454

 

 

 

100.0

%

 

 

1,630

 

 

 

4.4

%

Cost of revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Learning A-Z

 

583

 

 

 

1.5

%

 

 

404

 

 

 

1.1

%

 

 

(179

)

 

 

(44.3

)%

Voyager Sopris Learning

 

6,363

 

 

 

16.3

%

 

 

7,209

 

 

 

19.2

%

 

 

846

 

 

 

11.7

%

ExploreLearning

 

786

 

 

 

2.0

%

 

 

664

 

 

 

1.8

%

 

 

(122

)

 

 

(18.4

)%

Amortization expense

 

4,475

 

 

 

11.4

%

 

 

4,275

 

 

 

11.4

%

 

 

(200

)

 

 

(4.7

)%

Total cost of revenues

 

12,207

 

 

 

31.2

%

 

 

12,552

 

 

 

33.5

%

 

 

345

 

 

 

2.7

%

Research and development expense

 

3,019

 

 

 

7.7

%

 

 

2,415

 

 

 

6.4

%

 

 

(604

)

 

 

(25.0

)%

Sales and marketing expense

 

11,846

 

 

 

30.3

%

 

 

10,479

 

 

 

28.0

%

 

 

(1,367

)

 

 

(13.0

)%

General and administrative expense

 

5,102

 

 

 

13.1

%

 

 

5,202

 

 

 

13.9

%

 

 

100

 

 

 

1.9

%

Shipping and handling costs

 

221

 

 

 

0.6

%

 

 

248

 

 

 

0.7

%

 

 

27

 

 

 

10.9

%

Depreciation and amortization expense

 

856

 

 

 

2.2

%

 

 

1,000

 

 

 

2.7

%

 

 

144

 

 

 

14.4

%

Income before interest, other income

   (expense) and income taxes

 

5,833

 

 

 

14.9

%

 

 

5,558

 

 

 

14.8

%

 

 

275

 

 

 

4.9

%

Net interest expense

 

(1,958

)

 

 

(5.0

)%

 

 

(3,626

)

 

 

(9.7

)%

 

 

1,668

 

 

 

46.0

%

Other income, net

 

 

 

 

0.0

%

 

 

260

 

 

 

0.7

%

 

 

(260

)

 

 

(100.0

)%

Income tax expense

 

(111

)

 

 

(0.3

)%

 

 

(186

)

 

 

(0.5

)%

 

 

75

 

 

 

40.3

%

Net income

$

3,764

 

 

 

9.6

%

 

$

2,006

 

 

 

5.4

%

 

$

1,758

 

 

 

87.6

%

Net revenues

Net revenues increased during the three months ended June 30, 2016 by 4.4% to $39.1 million, compared to $37.5 million during the same period of 2015.  Increased net revenues in Learning A-Z and ExploreLearning offset lower net revenues in Voyager Sopris Learning.  Net revenues by segment were as follows:

 

·

Learning A-Z’s net revenues increased $2.6 million, or 19.7%, to $15.9 million in the quarter ended June 30, 2016 compared to the same period of 2015.  The year-over-year growth in net revenues is the result of Learning A-Z’s ongoing strong Bookings trend.

 

·

Voyager Sopris Learning’s net revenues decreased $1.8 million, or 9.4%, to $17.5 million during the quarter ended June 30, 2016 compared to the same period of 2015.  The year-over-year decline in revenues is the result of Voyager Sopris Learning’s Bookings decline.  The decrease in revenue is less than the decrease in Bookings due to the recognition of prior period Bookings.  

 

·

ExploreLearning’s net revenues increased $0.8 million, or 16.8%, to $5.8 million during the quarter ended June 30, 2016 compared to the same period of 2015.  The increase in net revenues is a lower percentage than the increase in Bookings due to the deferral of current period Bookings, which are recognized pro-rata over the applicable subscription periods.  

20


 

Cost of revenues

Cost of revenues primarily include print and royalty costs, and expenses to purchase, handle and warehouse product, and to provide services and support to customers.  Cost of revenues, excluding amortization, decreased $0.5 million, or 6.6%, to $7.7 million in the second quarter of 2016 compared to $8.3 million in the same period of 2015.  Cost of revenues by segment were as follows:

 

·

Learning A-Z’s cost of revenues increased slightly by $0.2 million, commensurate with higher net revenues, to $0.6 million in the quarter ended June 30, 2016 compared to the same period of 2015.

 

·

Voyager Sopris Learning’s cost of revenues decreased $0.8 million, or 11.7%, to $6.4 million in the quarter ended June 30, 2016 compared to the same period of 2015.  The decrease in cost of revenues was commensurate with the year-over-year decline in revenue.  

 

·

ExploreLearning’s cost of revenues increased by $0.1 million, commensurate with higher net revenues, to $0.8 million in the quarter ended June 30, 2016.  

Amortization expense

Amortization expense in cost of revenues includes amortization for acquired pre-publication costs and technology, acquired publishing rights, and developed pre-publication and technology product development.  Amortization was $4.5 million in the second quarter of 2016, an increase of $0.2 million compared to the same period of 2015. The change was due to an increase in amortization of developed pre-publication and technology product development.

Research and development expense

Research and development expense includes costs to research, evaluate and develop educational products, net of capitalization.  Research and development expense for the second quarter of 2016 increased $0.6 million to $3.0 million compared to $2.4 million for the second quarter of 2015.  The increase is due to planned investments to support growth initiatives, primarily at Learning A-Z.  

Sales and marketing expense

Sales and marketing expense includes all costs to maintain our various sales channels, including the salaries and commissions paid to our sales force, and costs related to our advertising and marketing efforts.  Sales and marketing expense for the second quarter of 2016 increased $1.4 million to $11.8 million compared to $10.5 million for the second quarter of 2015.  The increase is due to planned investments to support growth initiatives, primarily at Learning A-Z.  

General and administrative expense

General and administrative expenses decreased slightly, by $0.1 million in the second quarter of 2016 to $5.1 million compared to $5.2 million for the second quarter of 2015.  

Shipping and handling costs

Shipping and handling costs for the quarter ended June 30, 2016 remained consistent at $0.2 million compared to the second quarter of 2015.  Shipping and handling costs were 0.6% of net revenues for the three months ended June 30, 2016, down slightly from the 0.7% of net revenues for the same period of 2015 due to the higher mix of technology solutions.

Net interest expense

Net interest expense decreased by $1.7 million, or 46.0%, to $2.0 million in the second quarter of 2016 compared to the same period in 2015 as a result of the debt refinancing completed in December 2015.

Other income, net

The Company had no Other income, net during the three months ended June 30, 2016 compared to $0.3 million for the same period in 2015.  The decrease was due to the Company terminating a sublease agreement in October 2015.

Income tax expense

We recorded an income tax expense of $0.1 million for the second quarter of 2016 and income tax expense of $0.2 million during the second quarter of 2015.  We continue to maintain a valuation allowance against our deferred tax assets, which eliminates any non-current tax benefit generated.

 

 

21


 

Six Months Ended June 30, 2016 Compared to the Six Months Ended June 30, 2015

 

 

Six Months Ended

 

 

Year Over Year Change

 

 

June 30, 2016

 

 

June 30, 2015

 

 

Favorable/(Unfavorable)

 

(in thousands)

Amount

 

 

% of Net Revenues

 

 

Amount

 

 

% of Net Revenues

 

 

$

 

 

%

 

Net revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Learning A-Z

$

31,609

 

 

 

43.4

%

 

$

26,197

 

 

 

38.0

%

 

$

5,412

 

 

 

20.7

%

Voyager Sopris Learning

 

29,786

 

 

 

40.9

%

 

 

33,011

 

 

 

47.9

%

 

 

(3,225

)

 

 

(9.8

)%

ExploreLearning

 

11,363

 

 

 

15.6

%

 

 

9,717

 

 

 

14.1

%

 

 

1,646

 

 

 

16.9

%

Total net revenues

 

72,758

 

 

 

100.0

%

 

 

68,925

 

 

 

100.0

%

 

 

3,833

 

 

 

5.6

%

Cost of revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Learning A-Z

 

1,218

 

 

 

1.7

%

 

 

870

 

 

 

1.3

%

 

 

(348

)

 

 

(40.0

)%

Voyager Sopris Learning

 

11,722

 

 

 

16.1

%

 

 

12,951

 

 

 

18.8

%

 

 

1,229

 

 

 

9.5

%

ExploreLearning

 

1,799

 

 

 

2.5

%

 

 

1,342

 

 

 

1.9

%

 

 

(457

)

 

 

(34.1

)%

Amortization expense

 

8,125

 

 

 

11.2

%

 

 

8,278

 

 

 

12.0

%

 

 

153

 

 

 

1.8

%

Total cost of revenues

 

22,864

 

 

 

31.4

%

 

 

23,441

 

 

 

34.0

%

 

 

577

 

 

 

2.5

%

Research and development expense

 

6,139

 

 

 

8.4

%

 

 

4,892

 

 

 

7.1

%

 

 

(1,247

)

 

 

(25.5

)%

Sales and marketing expense

 

24,157

 

 

 

33.2

%

 

 

21,123

 

 

 

30.6

%

 

 

(3,034

)

 

 

(14.4

)%

General and administrative expense

 

10,104

 

 

 

13.9

%

 

 

10,417

 

 

 

15.1

%

 

 

313

 

 

 

3.0

%

Shipping and handling costs

 

380

 

 

 

0.5

%

 

 

422

 

 

 

0.6

%

 

 

42

 

 

 

10.0

%

Depreciation and amortization expense

 

1,697

 

 

 

2.3

%

 

 

1,993

 

 

 

2.9

%

 

 

296

 

 

 

14.9

%

Income before interest, other income

   (expense) and income taxes

 

7,417

 

 

 

10.2

%

 

 

6,637

 

 

 

9.6

%

 

 

780

 

 

 

11.8

%

Net interest expense

 

(3,722

)

 

 

(5.1

)%

 

 

(7,300

)

 

 

(10.6

)%

 

 

3,578

 

 

 

49.0

%

Other income, net

 

 

 

 

0.0

%

 

 

475

 

 

 

0.7

%

 

 

(475

)

 

 

(100.0

)%

Income tax expense

 

(33

)

 

 

0.0

%

 

 

(304

)

 

 

(0.4

)%

 

 

271

 

 

 

89.1

%

Net income (loss)

$

3,662

 

 

 

5.0

%

 

$

(492

)

 

 

(0.7

)%

 

$

4,154

 

 

 

844.3

%

Net revenues

Net revenues increased during the six months ended June 30, 2016 by 5.6% to $72.8 million, compared to $68.9 million during the same period of 2015.  Increased net revenues in Learning A-Z and ExploreLearning offset lower net revenues in Voyager Sopris Learning.  Net revenues by segment were as follows:

 

·

Learning A-Z’s net revenues increased $5.4 million, or 20.7%, to $31.6 million in the six months ended June 30, 2016 compared to the same period of 2015.  The year-over-year growth in net revenues is the result of Learning A-Z’s ongoing strong Bookings trend.

 

·

Voyager Sopris Learning’s net revenues decreased $3.2 million, or 9.8%, to $29.8 million during the six months ended June 30, 2016 compared to the same period of 2015.  The year-over-year decline in revenues is the result of Voyager Sopris Learning’s Bookings decline.  The decrease in revenue is less than the decrease in Bookings due to the recognition of prior period Bookings.  

 

·

ExploreLearning’s net revenues increased $1.6 million, or 16.9%, to $11.4 million during the six months ended June 30, 2016 compared to the same period of 2015.  The increase in net revenues is a lower percentage than the increase in Bookings due to the deferral of current period Bookings, which are recognized pro-rata over the applicable subscription periods.  

Cost of revenues

Cost of revenues primarily include print and royalty costs, and expenses to purchase, handle and warehouse product, and to provide services and support to customers.  Cost of revenues, excluding amortization, decreased $0.4 million, or 2.8%, to $14.7 million in the first half of 2016 compared to $15.2 million in the same period of 2015.  Cost of revenues by segment were as follows:

 

·

Learning A-Z’s cost of revenues increased by $0.3 million, commensurate with higher net revenues, to $1.2 million in the six months ended June 30, 2016 compared to the same period of 2015.

 

·

Voyager Sopris Learning’s cost of revenues decreased $1.2 million, or 9.5%, to $11.7 million in the six months ended June 30, 2016 compared to the same period of 2015.  The decrease in cost of revenues was commensurate with the year-over-year decline in revenue.  

22


 

 

·

ExploreLearning’s cost of revenues increased by $0.5 million, commensurate with higher net revenues, to $1.8 million in the six months ended June 30, 2016.   

Amortization expense

Amortization expense in cost of revenues includes amortization for acquired pre-publication costs and technology, acquired publishing rights, and developed pre-publication and technology product development.  Amortization decreased $0.2 million to $8.1 million in the first half of 2016 compared to $8.3 million in the same period of 2015.  The change was due to a decrease in amortization of acquired publishing rights and curriculum of $0.7 million which was partially offset by increased amortization of developed pre-publication and technology product development of $0.5 million.

Research and development expense

Research and development expense includes costs to research, evaluate and develop educational products, net of capitalization.  Research and development expense for the first half of 2016 increased $1.2 million to $6.1 million compared to $4.9 million for the first half of 2015.  The increase is due to planned investments to support growth initiatives, especially at Learning A-Z.  

Sales and marketing expense

Sales and marketing expense includes all costs to maintain our various sales channels, including the salaries and commissions paid to our sales force, and costs related to our advertising and marketing efforts.  Sales and marketing expense for the first half of 2016 increased $3.0 million to $24.2 million compared to $21.1 million for the first half of 2015.  The increase is due to planned investments to support growth initiatives, especially at Learning A-Z.  

General and administrative expense

General and administrative expenses were slightly lower, decreasing by $0.3 million in the first half of 2016 to $10.1 million compared to $10.4 million for the first half of 2015, attributable to the timing of expenses.  

Shipping and handling costs

Shipping and handling costs for the six months ended June 30, 2016 remained consistent at $0.4 million compared to the first half of 2015.  Shipping and handling costs were 0.5% of net revenues for the six months ended June 30, 2016, down slightly from the 0.6% of net revenues for the same period of 2015 due to the higher mix of technology solutions.

Net interest expense

Net interest expense decreased by $3.6 million, or 49.0%, to $3.7 million in the first half of 2016 compared to the same period in 2015 as a result of the debt refinancing completed in December 2015.

Other income, net

The Company had no Other income, net during the six months ended June 30, 2016 compared to $0.5 million for the same period in 2015.  The decrease was due to the Company terminating a sublease agreement in October 2015.

Income tax expense

We recorded an income tax expense of $33 thousand for the first half of 2016 and income tax expense of $0.3 million during the first half of 2015.  We continue to maintain a valuation allowance against our deferred tax assets, which eliminates any non-current tax benefit generated.

Liquidity and Capital Resources

Our primary sources of liquidity are cash balances, cash flow from operations and the Revolving Credit Facility that we entered into in December 2015, as described below.  Sales seasonality attributable to the buying cycle of school districts, which generally starts at the beginning of each new school year in the fall, affects our operating cash flow.  As a result of this inherent seasonality, we normally incur a net cash deficit from all of our activities in the first and second quarters of the year and we normally generate cash in the third and fourth quarters of the year.  We expect borrowings under the Revolving Credit Facility to vary according to this seasonality.  At June 30, 2016, our cash balances were $4.9 million, our borrowings under the Revolving Credit Facility were $10.5 million, and we have $19.5 million of availability under the Revolving Credit Facility.

We believe that based on current and anticipated levels of operating performance and cash flow from operations, combined with our existing cash balances and availability under the Revolving Credit Facility, we will be able to make required principal and interest payments on our debt and fund our working capital, operational and capital expenditure requirements for the next 12 months.

23


 

Senior Secured Credit Facility

On December 10, 2015, we entered into a $135.0 million Senior Secured Credit Agreement (the “Credit Agreement”) which provides for a loan A in an initial amount of $70.0 million (“Term Loan A”), a term loan B in an initial amount of $35.0 million (“Term Loan B”), and a $30.0 million revolving credit facility (the “Revolving Credit Facility”) (together, the “Senior Secured Credit Facility”), secured by a lien on substantially all of our assets.  The Senior Secured Credit Facility matures on December 10, 2020.

Borrowings under the Senior Secured Credit Facility bear interest equal to either a Base Rate, as defined in the Credit Agreement, or LIBOR (subject to a 1.0% floor), at our option, plus an applicable margin.   The applicable margin for the Term Loan A and Revolving Credit Facility ranges between 2.75% and 3.50% for Base Rate loans and 3.75% and 4.50% for LIBOR loans.  The applicable margin for the Term Loan A and Revolving Credit Facility is based on a leverage calculation; however, the highest level of margin is applicable until the Company completes its second quarter 2016 leverage calculation.  The applicable margin for the Term Loan B is 4.25% for Base Rate loans and 5.25% for LIBOR loans.  From the inception of the Senior Secured Credit Facility to the end of the second quarter 2016, an interest rate of 5.5% applied to the Term Loan A and Revolving Credit Facility and an interest rate of 6.25% applied to the Term Loan B.  Additionally, unused borrowing capacity under the Revolving Credit Facility is subject to a commitment fee of 0.5%.  Interest is payable quarterly in arrears, or earlier for loans with shorter interest periods.

The Credit Agreement contains affirmative, negative and financial covenants customary for financings of this type, including, among other things, limits on the creation of liens, limits on the incurrence indebtedness, restrictions on investments and dispositions, and limitations on fundamental changes.  A maximum consolidated net leverage ratio and minimum fixed charge coverage ratio are effective beginning in the first quarter of 2016.  Upon an event of default, and after any applicable cure period, the Administrative Agent could elect to accelerate the maturity of the loan. Events of default include customary items, such as failure to pay principal and interest in a timely manner and breach of covenants.  At June 30, 2016, the Company was in compliance with all covenants related to the Senior Secured Credit Facility.

Summary of Cash flows

Cash provided by (used in) our operating, investing and financing activities is summarized below:

 

 

Six Months Ended June 30,

 

(in thousands)

2016

 

 

2015

 

Operating activities

$

(1,673

)

 

$

(6,841

)

Investing activities

 

(10,766

)

 

 

(10,232

)

Financing activities

 

8,662

 

 

 

(450

)

Operating activities.  Cash used in operating activities was $1.7 million and $6.8 million for the six months ended June 30, 2016 and 2015, respectively.  In the first half of 2016, cash interest payments were $3.2 million, and during the first half of 2015, at which time we made a semi-annual interest payment under our previously outstanding 9.75% senior secured notes due 2017, cash interest payments were $6.8 million.  In addition to the $3.6 million favorable impact of the lower cash interest payments, operating cash flows were also positively impacted by the timing of working capital cash flows in the first half of 2016 versus the same period of 2015.

Investing activities.  Cash used in investing activities was $10.8 million for the six months ended June 30, 2016 compared to $10.2 million during the same period of 2015.  Capital expenditures were $0.9 million higher in the six months ended June 30, 2016 compared to the same period in 2015.  Cash outflows in 2015 include the final Headsprout acquisition payment of $0.4 million.

Financing activities.  Cash provided by financing activities was $8.6 million for the six months ended June 30, 2016 compared to cash used in financing activities of $0.4 million for the six months ended June 30, 2015.  Cash inflows for the six months ended June 30, 2016 included net borrowings under the Revolving Credit Facility of $10.5 million.  Financing outflows for the six months ended June 30, 2016 included scheduled principal payments on the Senior Secured Credit Facility of $1.9 million.  

Non-GAAP Measures

The Company uses the following non-GAAP financial measures to monitor and evaluate the operating performance of the Company and as a basis to set and measure progress towards performance targets, which directly affect compensation for employees and executives:  Bookings, EBITDA, Adjusted EBITDA, and Cash Income.

 

·

Bookings measure the total dollar value of customer orders in a period, regardless of the timing of the related revenue recognition, and is a leading indicator of revenue.

 

·

EBITDA is earnings (loss) from operations before interest, income taxes, and depreciation and amortization.

24


 

 

·

Adjusted EBITDA is EBITDA excluding non-operational and non-cash items.  Examples of items excluded from Adjusted EBITDA include stock-based compensation, merger, acquisition and disposition activities, and certain impairment charges.  

 

·

Cash Income reduces Adjusted EBITDA for capital expenditures and removes the timing differences for recognition of deferred revenues and related deferred costs.  

Bookings, EBITDA, Adjusted EBITDA, and Cash Income are not prepared in accordance with GAAP and may be different from similarly named, 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.  We believe that these non-GAAP measures 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 Company’s operations from management’s perspective.  Net income (loss) reported on a GAAP basis includes material non-operational and non-cash items while Adjusted EBITDA and Cash Income remove significant purchase accounting, non-operational or certain non-cash items from earnings.  We generally use these non-GAAP measures as measures of operating performance and not as measures of liquidity.  Our presentation of Bookings, EBITDA, Adjusted EBITDA, and Cash Income should not be construed as an indication that our future results will be unaffected by unusual, non-operational or non-cash items.

Below are reconciliations of Bookings to Net Revenues and of Net Income (Loss) to Cash Income for the three and six months ended June 30, 2016 and 2015:

Reconciliation of Bookings to Net Revenues

 

 

Three Months Ended

June 30,

 

 

Six Months Ended

June 30,

 

(in thousands)

2016

 

 

2015

 

 

2016

 

 

2015

 

Bookings

$

31,605

 

 

$

31,810

 

 

$

52,923

 

 

$

53,956

 

Change in deferred revenues

 

6,157

 

 

 

5,853

 

 

 

19,943

 

 

 

15,301

 

Other (a)

 

1,322

 

 

 

(209

)

 

 

(108

)

 

 

(332

)

Net revenues

$

39,084

 

 

$

37,454

 

 

$

72,758

 

 

$

68,925

 

 

Reconciliation of Net Income (Loss) to Cash Income

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

(in thousands)

2016

 

 

2015

 

 

2016

 

 

2015

 

Net income (loss)

$

3,764

 

 

$

2,006

 

 

$

3,662

 

 

$

(492

)

Reconciling items between net income (loss) and EBITDA:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization expense

 

5,331

 

 

 

5,275

 

 

 

9,822

 

 

 

10,271

 

Net interest expense

 

1,958

 

 

 

3,626

 

 

 

3,722

 

 

 

7,300

 

Income tax expense

 

111

 

 

 

186

 

 

 

33

 

 

 

304

 

Income from operations before interest, income

    taxes, and depreciation and amortization (EBITDA)

 

11,164

 

 

 

11,093

 

 

 

17,239

 

 

 

17,383

 

Non-operational or non-cash costs included in

    EBITDA but excluded from Adjusted EBITDA:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other income, net

 

 

 

 

(260

)

 

 

 

 

 

(475

)

Merger, acquisition and disposition activities (b)

 

147

 

 

 

172

 

 

 

301

 

 

 

353

 

Stock-based compensation and expense (c)

 

239

 

 

 

159

 

 

 

447

 

 

 

294

 

Adjusted EBITDA

 

11,550

 

 

 

11,164

 

 

 

17,987

 

 

 

17,555

 

Change in deferred revenues

 

(6,157

)

 

 

(5,853

)

 

 

(19,943

)

 

 

(15,301

)

Change in deferred costs

 

795

 

 

 

211

 

 

 

2,333

 

 

 

779

 

Capital expenditures

 

(5,776

)

 

 

(5,049

)

 

 

(10,766

)

 

 

(9,832

)

Cash income

$

412

 

 

$

473

 

 

$

(10,389

)

 

$

(6,799

)

 

25


 

Reconciliation of Bookings to Net Revenues by Segment – 2016

 

 

Three Months Ended June 30, 2016

 

(in thousands)

Learning A-Z

 

 

Voyager Sopris

Learning

 

 

ExploreLearning

 

 

Consolidated

 

Bookings

$

11,865

 

 

$

14,974

 

 

$

4,766

 

 

$

31,605

 

Change in deferred revenues

 

3,998

 

 

 

1,143

 

 

 

1,016

 

 

 

6,157

 

Other (a)

 

18

 

 

 

1,333

 

 

 

(29

)

 

 

1,322

 

Net revenues

$

15,881

 

 

$

17,450

 

 

$

5,753

 

 

$

39,084

 

 

 

Six Months Ended June 30, 2016

 

(in thousands)

Learning A-Z

 

 

Voyager Sopris

Learning

 

 

ExploreLearning

 

 

Consolidated

 

Bookings

$

20,031

 

 

$

25,527

 

 

$

7,365

 

 

$

52,923

 

Change in deferred revenues

 

11,648

 

 

 

4,276

 

 

 

4,019

 

 

 

19,943

 

Other (a)

 

(70

)

 

 

(17

)

 

 

(21

)

 

 

(108

)

Net revenues

$

31,609

 

 

$

29,786

 

 

$

11,363

 

 

$

72,758

 

 

 

Reconciliation of Net Income to Cash Income by Segment - 2016

 

 

Three Months Ended June 30, 2016

 

(in thousands)

Learning A-Z

 

 

Voyager Sopris

Learning

 

 

ExploreLearning

 

 

Other

 

 

Consolidated

 

Net income

$

8,200

 

 

$

4,448

 

 

$

2,283

 

 

$

(11,167

)

 

$

3,764

 

Reconciling items between net income and EBITDA:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization expense

 

 

 

 

 

 

 

 

 

 

5,331

 

 

 

5,331

 

Net interest expense

 

 

 

 

 

 

 

 

 

 

1,958

 

 

 

1,958

 

Income tax expense

 

 

 

 

 

 

 

 

 

 

111

 

 

 

111

 

Income from operations before interest, income

    taxes, and depreciation and amortization (EBITDA)

 

8,200

 

 

 

4,448

 

 

 

2,283

 

 

 

(3,767

)

 

 

11,164

 

Non-operational or non-cash costs included in

   EBITDA but excluded from

   Adjusted EBITDA:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Merger, acquisition and disposition activities (b)

 

 

 

 

 

 

 

 

 

 

147

 

 

 

147

 

Stock-based compensation and expense (c)

 

59

 

 

 

74

 

 

 

32

 

 

 

74

 

 

 

239

 

Adjusted EBITDA

 

8,259

 

 

 

4,522

 

 

 

2,315

 

 

 

(3,546

)

 

 

11,550

 

Change in deferred revenues

 

(3,998

)

 

 

(1,143

)

 

 

(1,016

)

 

 

 

 

 

(6,157

)

Change in deferred costs

 

504

 

 

 

198

 

 

 

93

 

 

 

 

 

 

795

 

Adjusted EBITDA excluding effect of deferred

    revenues and deferred costs

 

4,765

 

 

 

3,577

 

 

 

1,392

 

 

 

(3,546

)

 

 

6,188

 

Capital expenditures − pre-publication costs

 

(1,309

)

 

 

(685

)

 

 

(224

)

 

 

 

 

 

(2,218

)

Capital expenditures − software development costs

 

(647

)

 

 

(1,487

)

 

 

(365

)

 

 

 

 

 

(2,499

)

Capital expenditures − general expenditures

 

(228

)

 

 

(136

)

 

 

(156

)

 

 

(539

)

 

 

(1,059

)

Cash income

$

2,581

 

 

$

1,269

 

 

$

647

 

 

$

(4,085

)

 

$

412

 

 

26


 

 

Six Months Ended June 30, 2016

 

(in thousands)

Learning A-Z

 

 

Voyager Sopris

Learning

 

 

ExploreLearning

 

 

Other

 

 

Consolidated

 

Net income

$

16,125

 

 

$

4,399

 

 

$

4,108

 

 

$

(20,970

)

 

$

3,662

 

Reconciling items between net income and EBITDA:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization expense

 

 

 

 

 

 

 

 

 

 

9,822

 

 

 

9,822

 

Net interest expense

 

 

 

 

 

 

 

 

 

 

3,722

 

 

 

3,722

 

Income tax expense

 

 

 

 

 

 

 

 

 

 

33

 

 

 

33

 

Income from operations before interest, income

    taxes, and depreciation and amortization (EBITDA)

 

16,125

 

 

 

4,399

 

 

 

4,108

 

 

 

(7,393

)

 

 

17,239

 

Non-operational or non-cash costs included in

   EBITDA but excluded from

   Adjusted EBITDA:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Merger, acquisition and disposition activities (b)

 

 

 

 

 

 

 

 

 

 

301

 

 

 

301

 

Stock-based compensation and expense (c)

 

112

 

 

 

141

 

 

 

60

 

 

 

134

 

 

 

447

 

Adjusted EBITDA

 

16,237

 

 

 

4,540

 

 

 

4,168

 

 

 

(6,958

)

 

 

17,987

 

Change in deferred revenues

 

(11,648

)

 

 

(4,276

)

 

 

(4,019

)

 

 

 

 

 

(19,943

)

Change in deferred costs

 

1,357

 

 

 

617

 

 

 

359

 

 

 

 

 

 

2,333

 

Adjusted EBITDA excluding effect of deferred

    revenues and deferred costs

 

5,946

 

 

 

881

 

 

 

508

 

 

 

(6,958

)

 

 

377

 

Capital expenditures − pre-publication costs

 

(2,563

)

 

 

(1,340

)

 

 

(371

)

 

 

 

 

 

(4,274

)

Capital expenditures − software development costs

 

(1,251

)

 

 

(2,844

)

 

 

(761

)

 

 

 

 

 

(4,856

)

Capital expenditures − general expenditures

 

(465

)

 

 

(283

)

 

 

(223

)

 

 

(665

)

 

 

(1,636

)

Cash income

$

1,667

 

 

$

(3,586

)

 

$

(847

)

 

$

(7,623

)

 

$

(10,389

)

 

 

Reconciliation of Bookings to Net Revenues by Segment – 2015

 

 

Three Months Ended June 30, 2015

 

(in thousands)

Learning A-Z

 

 

Voyager Sopris

Learning

 

 

ExploreLearning

 

 

Consolidated

 

Bookings

$

9,260

 

 

$

18,856

 

 

$

3,694

 

 

$

31,810

 

Change in deferred revenues

 

4,016

 

 

 

571

 

 

 

1,266

 

 

 

5,853

 

Other (a)

 

(14

)

 

 

(162

)

 

 

(33

)

 

 

(209

)

Net revenues

$

13,262

 

 

$

19,265

 

 

$

4,927

 

 

$

37,454

 

 

 

Six Months Ended June 30, 2015

 

(in thousands)

Learning A-Z

 

 

Voyager Sopris

Learning

 

 

ExploreLearning

 

 

Consolidated

 

Bookings

$

17,687

 

 

$

30,994

 

 

$

5,275

 

 

$

53,956

 

Change in deferred revenues

 

8,525

 

 

 

2,307

 

 

 

4,469

 

 

 

15,301

 

Other (a)

 

(15

)

 

 

(290

)

 

 

(27

)

 

 

(332

)

Net revenues

$

26,197

 

 

$

33,011

 

 

$

9,717

 

 

$

68,925

 

 

27


 

Reconciliation of Net Income (Loss) to Cash Income by Segment - 2015

 

 

Three Months Ended June 30, 2015

 

(in thousands)

Learning A-Z

 

 

Voyager Sopris

Learning

 

 

ExploreLearning

 

 

Other

 

 

Consolidated

 

Net income

$

7,194

 

 

$

5,440

 

 

$

1,897

 

 

$

(12,525

)

 

$

2,006

 

Reconciling items between net income and EBITDA:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization expense

 

 

 

 

 

 

 

 

 

 

5,275

 

 

 

5,275

 

Net interest expense

 

 

 

 

 

 

 

 

 

 

3,626

 

 

 

3,626

 

Income tax expense

 

 

 

 

 

 

 

 

 

 

186

 

 

 

186

 

Income from operations before interest, income

    taxes, and depreciation and amortization (EBITDA)

 

7,194

 

 

 

5,440

 

 

 

1,897

 

 

 

(3,438

)

 

 

11,093

 

Non-operational or non-cash costs included in

   EBITDA but excluded from

   Adjusted EBITDA:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other income, net

 

 

 

 

 

 

 

 

 

 

(260

)

 

 

(260

)

Merger, acquisition and disposition activities (b)

 

 

 

 

 

 

 

 

 

 

172

 

 

 

172

 

Stock-based compensation and expense (c)

 

42

 

 

 

49

 

 

 

21

 

 

 

47

 

 

 

159

 

Adjusted EBITDA

 

7,236

 

 

 

5,489

 

 

 

1,918

 

 

 

(3,479

)

 

 

11,164

 

Change in deferred revenues

 

(4,016

)

 

 

(571

)

 

 

(1,266

)

 

 

 

 

 

(5,853

)

Change in deferred costs

 

177

 

 

 

(24

)

 

 

58

 

 

 

 

 

 

211

 

Adjusted EBITDA excluding effect of deferred revenues and

   deferred costs

 

3,397

 

 

 

4,894

 

 

 

710

 

 

 

(3,479

)

 

 

5,522

 

Capital expenditures − pre-publication costs

 

(1,153

)

 

 

(882

)

 

 

(195

)

 

 

 

 

 

(2,230

)

Capital expenditures − software development costs

 

(523

)

 

 

(1,289

)

 

 

(422

)

 

 

 

 

 

(2,234

)

Capital expenditures − general expenditures

 

(209

)

 

 

(218

)

 

 

(17

)

 

 

(141

)

 

 

(585

)

Cash income

$

1,512

 

 

$

2,505

 

 

$

76

 

 

$

(3,620

)

 

$

473

 

 

28


 

 

Six Months Ended June 30, 2015

 

(in thousands)

Learning A-Z

 

 

Voyager Sopris

Learning

 

 

ExploreLearning

 

 

Other

 

 

Consolidated

 

Net income (loss)

$

14,067

 

 

$

6,796

 

 

$

3,412

 

 

$

(24,767

)

 

$

(492

)

Reconciling items between net income (loss) and EBITDA:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization expense

 

 

 

 

 

 

 

 

 

 

10,271

 

 

 

10,271

 

Net interest expense

 

 

 

 

 

 

 

 

 

 

7,300

 

 

 

7,300

 

Income tax expense

 

 

 

 

 

 

 

 

 

 

304

 

 

 

304

 

Income from operations before interest, income

    taxes, and depreciation and amortization (EBITDA)

 

14,067

 

 

 

6,796

 

 

 

3,412

 

 

 

(6,892

)

 

 

17,383

 

Non-operational or non-cash costs included in

   EBITDA but excluded from

   Adjusted EBITDA:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other income, net

 

 

 

 

 

 

 

 

 

 

(475

)

 

 

(475

)

Merger, acquisition and disposition activities (b)

 

 

 

 

 

 

 

 

 

 

353

 

 

 

353

 

Stock-based compensation and expense (c)

 

78

 

 

 

90

 

 

 

37

 

 

 

89

 

 

 

294

 

Adjusted EBITDA

 

14,145

 

 

 

6,886

 

 

 

3,449

 

 

 

(6,925

)

 

 

17,555

 

Change in deferred revenues

 

(8,525

)

 

 

(2,307

)

 

 

(4,469

)

 

 

 

 

 

(15,301

)

Change in deferred costs

 

528

 

 

 

(114

)

 

 

365

 

 

 

 

 

 

779

 

Adjusted EBITDA excluding effect of deferred

    revenues and deferred costs

 

6,148

 

 

 

4,465

 

 

 

(655

)

 

 

(6,925

)

 

 

3,033

 

Capital expenditures − pre-publication costs

 

(2,264

)

 

 

(1,681

)

 

 

(307

)

 

 

 

 

 

(4,252

)

Capital expenditures − software development costs

 

(956

)

 

 

(2,671

)

 

 

(828

)

 

 

 

 

 

(4,455

)

Capital expenditures − general expenditures

 

(477

)

 

 

(322

)

 

 

(113

)

 

 

(213

)

 

 

(1,125

)

Cash income

$

2,451

 

 

$

(209

)

 

$

(1,903

)

 

$

(7,138

)

 

$

(6,799

)

Footnotes

(a)

Other comprises timing differences between the invoicing of a transaction, which generates Bookings, and its recognition as either net revenues or deferred revenue.  The most common reasons for these timing differences include product that is shipped from our warehouse and invoiced but not recognized as revenues until physical delivery due to shipping terms, adjustments to the allowance for estimated sales returns, and revenue under contract that is earned and recognized in one period but invoiced in a subsequent period.  Recognition of revenue and deferred revenue in the second quarter of 2016 include an order totaling $1.2 million from a single customer that was received in late March 2016 and recorded in the first quarter Bookings.  Based on the shipping terms of this order, it did not qualify for recognition as revenue or deferred revenue until it was delivered in April 2016.

(b)

Costs are related to merger and acquisition activities including due diligence and other non-operational charges such as pension and severance costs for former employees.

(c)

Stock-based compensation and expense is related to our outstanding options and restricted stock awards.

Off-Balance Sheet Arrangements

The Company has no off-balance sheet arrangements as of June 30, 2016 that have or are reasonably likely to have a current or future material effect on the Company’s financial condition, changes in financial conditions, sales or expenses, results of operations, liquidity, capital expenditures or capital resources.

Contractual Obligations

This item is not required for a smaller reporting company.

Critical Accounting Policies

In the ordinary course of business, we make a number of estimates and assumptions relating to the reporting of results of operations and financial position in the preparation of our condensed consolidated financial statements in conformity with GAAP.  Actual results could differ significantly from those estimates under different assumptions and conditions.  We included in our Form

29


 

10-K for the year ended December 31, 2015 a discussion of our critical accounting policies that are particularly important to the portrayal of our financial position and results of operations and that require the use of our management’s most difficult, subjective and complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain.

We have made no material changes to any of the critical accounting policies discussed in our 2015 Form 10-K through June 30, 2016.

Recently Issued Financial Accounting Standards

In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-02, Leases (ASU 2016-02).  The guidance in ASU 2016-02 requires entities to record the assets and liabilities created by leases greater than one year.  This ASU is effective for interim periods and fiscal years beginning after December 15, 2018, and early adoption is permitted. We are currently evaluating the impact of adopting this guidance.

In March 2016, the FASB issued 2016-09, Compensation — Stock Compensation, Improvements to Employee Share-Based Payment Accounting (ASU 2016-09).  The guidance simplifies certain aspects of accounting for stock based accounting.  ASU 2016-09 is effective for interim periods and fiscal years beginning after December 15, 2016, and early adoption is permitted. We are currently evaluating the impact of adopting this guidance.

In July 2015, the FASB issued ASU 2015-11, Simplifying the Measurement of Inventory (ASU 2015-11).   ASU 2015-11 requires an entity to measure inventory within the scope of the update at the lower of cost and net realizable value. Subsequent measurement is unchanged for inventory measured using LIFO or the retail inventory method. This ASU is effective for interim periods and fiscal years beginning after December 15, 2016, and early adoption is permitted. We are currently evaluating the impact of adopting this guidance.

In April 2015, the FASB issued ASU No. 2015-05, Intangibles – Goodwill and Other – Internal-Use Software:  Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement (ASU 2015-05). ASU 2015-05 provides guidance to assist an entity in evaluating the accounting for fees paid by a customer in a cloud computing arrangement.  Specifically, this ASU provides guidance to customers related to whether a cloud computing arrangement includes a software license.  If a cloud computing arrangement includes a software license, the ASU requires a customer to account for the software license element of the arrangement in a manner consistent with the acquisition of other software licenses.  Where an arrangement does not include a software license, the ASU requires a customer to account for the arrangement as a service contract.  The amendments in this ASU apply only to internal-use software that a customer obtains access to in a hosting arrangement when specific criteria are met.  ASU 2015-05 is effective for interim and annual financial statements issued for fiscal years beginning after December 15, 2015, with early adoption permitted.  We adopted ASU 2015-05 in the first quarter of 2016 with no material impact to our financial statements.

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (ASU 2014-09), which supersedes nearly all existing revenue recognition guidance under U.S. GAAP.  The core principle of ASU 2014-09 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration to which an entity expects to be entitled for those goods or services.  The new revenue guidance defines a five step process to achieve this core principle and, in doing so, more judgment and estimates may be required within the revenue recognition process than are required under existing U.S. GAAP.  ASU 2014-09 allows for either of the following transition methods: (i) a full retrospective approach reflecting the application of the standard in each prior reporting period with the option to elect certain practical expedients, or (ii) a retrospective approach with the cumulative effect of initially adopting ASU 2014-09 recognized at the date of adoption (which includes additional footnote disclosures).  The original effective date was for annual periods beginning after December 15, 2016.  On July 9, 2015, the FASB elected to defer the effective date of the new revenue recognition standard by one year, for annual periods beginning after December 15, 2017.  Early adoption is permitted, but only as early as the original effective date of ASU 2014-09.  We are currently evaluating the impact of our pending adoption of ASU 2014-09 on our consolidated financial statements and have not yet determined the method by which we will adopt the standard.

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

This item is not required for a smaller reporting company.

 

 

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Management of the Company, with the participation of the Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of the Company’s disclosure controls and procedures (as such term is defined in Rule 13a-15(e) and Rule 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) pursuant to Rule 13a-15 of the

30


 

Exchange Act as of the end of the period covered by this report.  The Company’s disclosure controls and procedures are designed to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported on a timely basis and that such information is communicated to management, including the Chief Executive Officer, Chief Financial Officer and its Board of Directors to allow timely decisions regarding required disclosure.

Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of June 30, 2016.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during the last fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

Part II. Other Information

 

Item 1. Legal Proceedings.

The Company is involved in various legal proceedings incidental to its business.  Management believes that the outcome of these proceedings will not have a material adverse effect upon the Company’s consolidated operations or financial condition and the Company has recognized appropriate liabilities as necessary based on facts and circumstances known to management.

 

Item 1A. Risk Factors.

In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, “Item 1A.  Risk Factors,” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015, as such factors could materially affect the Company’s business, financial condition, or future results.  In the three months ended June 30, 2016, there were no material changes to the risk factors disclosed in the Company’s 2015 Annual Report on Form 10-K.  The risks described in the Annual Report on Form 10-K are not the only risks the Company faces.  Additional risks and uncertainties not currently known to the Company, or that the Company currently deems to be immaterial, also may have a material adverse impact on the Company’s business, financial condition, or results of operations.

31


 

Item 6. Exhibits.

The following exhibits are filed as part of this report.

 

Exhibit
Number

 

Description

 

 

 

31.1

 

Certification of the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

 

 

31.2

 

Certification of the Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

 

 

32.1*

 

Certification of Chief Executive Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

 

 

32.2*

 

Certification of Chief Financial Officer Pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

 

 

101.ins

 

XBRL Instance Document.

 

 

 

101.def

 

XBRL Taxonomy Extension Definition Linkbase Document.

 

 

 

101.sch

 

XBRL Taxonomy Extension Schema Document.

 

 

 

101.cal

 

XBRL Taxonomy Extension Calculation Linkbase Document.

 

 

 

101.lab

 

XBRL Taxonomy Extension Label Linkbase Document.

 

 

 

101.pre

 

XBRL Taxonomy Extension Presentation Linkbase Document.

 

 

 

* Furnished herewith.

 

 

 

32


 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned duly authorized officer of the registrant.

 

 

 

 

  

CAMBIUM LEARNING GROUP, INC.

 

 

 

 

 

Date: August 10, 2016

  

/s/ Barbara Benson

 

 

 

  

Barbara Benson,

 

 

 

  

Chief Financial Officer (Principal Financial Officer)

 

 

 

33


 

EXHIBIT INDEX

 

Exhibit
Number

 

Description

 

 

 

31.1

 

Certification of the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

 

 

31.2

 

Certification of the Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

 

 

32.1*

 

Certification of Chief Executive Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

 

 

32.2*

 

Certification of Chief Financial Officer Pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

 

 

101.ins

 

XBRL Instance Document.

 

 

 

101.def

 

XBRL Taxonomy Extension Definition Linkbase Document.

 

 

 

101.sch

 

XBRL Taxonomy Extension Schema Document.

 

 

 

101.cal

 

XBRL Taxonomy Extension Calculation Linkbase Document.

 

 

 

101.lab

 

XBRL Taxonomy Extension Label Linkbase Document.

 

 

 

101.pre

 

XBRL Taxonomy Extension Presentation Linkbase Document.

* Furnished herewith.

 

34