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8-K - 8-K - CAMBIUM LEARNING GROUP, INC. | c13777e8vk.htm |
EX-99.2 - EX-99.2 - CAMBIUM LEARNING GROUP, INC. | c13777exv99w2.htm |
Exhibit 99.1
Cambium Learning Group, Inc. Announces 2010 Year End Earnings
Dallas, March 3, 2011-Cambium Learning Group, Inc. [Nasdaq: ABCD, the Company], a leading
provider of research-based education solutions for students in Pre-K through 12th grade, including
intervention curricula, educational technologies and services, today announced financial results
for the year ended December 31, 2010. The Company will hold a conference call today, at 5:00 p.m.
Eastern Time.
2010 Financial Summary
| Adjusted net revenues of $194 million for the year ended December 31, 2010 were down 3%
versus $201 million in 2009. Adjusted net revenues by business unit and change from prior
year were as follows: |
| Voyager: $122.7 million, down 6% |
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| Cambium Learning Technologies: $46.8 million, up 4% |
||
| Sopris: $24.7 million, down 2% |
| Fourth quarter adjusted net revenues were strong, increasing 13% in 2010 compared to
2009, which narrowed the decline experienced by the Company in the first three quarters.
The growth in the fourth quarter was fueled in part by a few large ARRA stimulus funded
transactions. |
||
| Year-to-date adjusted earnings before interest, taxes, depreciation and amortization
(EBITDA) were $55 million versus $51 million in 2009, an increase of 8%. |
||
| The Company achieved merger related synergy savings and variable cost savings relative
to the prior year that led to increased earnings even though revenue declined. |
Ron Klausner, Chief Executive Officer, noted, While 2010 was a tumultuous year for state and local
funding for education, I was pleased with our overall performance, ability to complete the
integration, achieve adjusted EBITDA growth and make investments for future growth.
Business Summary
| The Company completed the integration resulting from the merger of Voyager Learning
Company in December 2009. Integration was completed on budget with onetime costs of $7
million and the planned $10 million cost synergies were realized. |
| The Company increased spending by approximately $4 million in the Sopris and Cambium
Learning Technologies business units, making an investment in planned growth for these
units. |
| The Company invested over $20 million in product development in 2010, including
substantial upgrades to VPORT®, its student data management system, the launch
of the DIBELS® Next early reading assessment tool and the development of the new
REFLEX product for teaching math fluency. |
| In February 2011, the Company closed on a bond offering for $175 million with a maturity
of 2017 carrying an interest rate of 9.75%. The majority of the proceeds were used to pay
off the existing debt and pay related fees, with the remaining net proceeds to be used for
general corporate purposes. The bond offering and related asset backed revolving loan
aligns the Companys capital structure with the long term business objectives. |
Non-GAAP Financial Measures
EBITDA, adjusted EBITDA and adjusted net revenues are not prepared in accordance with GAAP and may
be different from non-GAAP financial measures used by other companies. Non-GAAP financial measures
should not be considered a substitute for, or superior to, measures of financial performance
prepared in accordance with GAAP. The Company believes that adjusted EBITDA and adjusted net
revenues provide useful information to investors because they reflect the underlying performance of
the ongoing operations of the Company, including the late 2009 acquisition of Voyager Learning
Company, and provide investors with a view of the combined Companys operations from managements
perspective. Adjusted EBITDA and adjusted net revenues exclude items that do not reflect the
underlying performance of the combined Company by removing significant one-time or certain non-cash
items. The Company uses these measures to monitor and evaluate the operating performance of the
Company and as the basis to set and measure progress towards performance targets, which directly
affect compensation for employees and executives. The Company generally uses these non-GAAP
measures as measures of operating performance and not as measures of the Companys liquidity.
Investor Conference Call
The Company will provide additional commentary and more detailed results on todays conference
call. To listen to the Companys conference call, please dial (800) 860-2442 and reference Cambium
Learning at 5:00 p.m. Eastern Time on Thursday, March 3, 2011. The call will be recorded and
archived until Thursday, April 7, 2011, and can be replayed by calling
(877) 344-7529 and entering ID# 448276. The conference call will also be Webcast and available on
the Companys Website at www.cambiumlearninggroup.com.
About Cambium Learning Group, Inc.
Cambium Learning Group, Inc. (NASDAQ:ABCD) is based in Dallas, Texas, and operates three business
units: Voyager, a comprehensive intervention business; Sopris, a supplemental solutions business;
and Cambium Learning Technologies, which includes ExploreLearning, IntelliTools, Kurzweil and
Learning A-Z. Through its core divisions, Cambium Learning Group, Inc. provides research-based
education solutions for students in Pre-K through 12th grade, including intervention curricula,
educational technologies and services primarily focused on serving the needs of the nations most
challenged learners and enabling students to realize their full potential. The companys website is
www.cambiumlearninggroup.com.
Media and Investor Contact:
Shannan Overbeck
Cambium Learning Group, Inc.
214.932.9476
shannan.overbeck@cambiumlearning.com
Shannan Overbeck
Cambium Learning Group, Inc.
214.932.9476
shannan.overbeck@cambiumlearning.com
Forward Looking Statements
Some of the statements contained herein constitute forward-looking statements. These statements
relate to future events, including the future financial performance of Cambium Learning Group,
Inc., and involve known and unknown risks, uncertainties and other factors that may cause the
markets, actual results, levels of activity, performance or achievements of Cambium Learning Group,
Inc. to be materially different from any actual future results, levels of activity, performance or
achievements. These risks and other factors you should consider include, but are not limited to,
the ability to successfully attract and retain a broad customer base for current and future
products, changes in customer demands or industry standards, success of ongoing product
development, maintaining acceptable margins, the ability to control costs, K-12 enrollment and
demographic trends, the level of educational and education technology funding, the impact of
federal, state and local regulatory requirements on the business of the company, the loss of key
personnel, the impact of competition, the uncertainty of general economic conditions and financial
market performance, and those other risks and uncertainties listed under the heading RISK FACTORS
in Cambium Learning Group, Inc.s Form 10-K. In some cases, you can identify forward-looking
statements by terminology such as may, should, expects, plans, anticipates, believes,
estimates, predicts, potential, continue, projects, intends, prospects, or
priorities, or the negative of such terms, or other comparable terminology. These statements are
only predictions. Actual events or results may differ materially. Cambium Learning Group, Inc.
does not assume or undertake any obligation to update the information contained in this press
release, and expressly disclaims any obligation to do so, whether as a result of new information,
future events or otherwise.
###
Cambium Learning Group, Inc. and Subsidiaries
Consolidated Statements of Operations
(In thousands, except per share data)
Consolidated Statements of Operations
(In thousands, except per share data)
For the Years Ended December 31, | ||||||||||||
2010 | 2009 | 2008 | ||||||||||
(Unaudited) | ||||||||||||
Net revenues: |
||||||||||||
Product revenues |
$ | 160,778 | $ | 90,385 | $ | 89,207 | ||||||
Service revenues |
20,482 | 10,663 | 10,524 | |||||||||
Total net revenues |
181,260 | 101,048 | 99,731 | |||||||||
Cost of revenues: |
||||||||||||
Cost of product revenues |
41,583 | 19,591 | 20,246 | |||||||||
Cost of service revenues |
18,308 | 7,257 | 7,463 | |||||||||
Amortization expense |
28,511 | 17,527 | 15,966 | |||||||||
Total cost of revenues |
88,402 | 44,375 | 43,675 | |||||||||
Research and development expense |
10,558 | 5,611 | 6,416 | |||||||||
Sales and marketing expense |
45,987 | 23,368 | 24,600 | |||||||||
General and administrative expense |
23,857 | 30,519 | 16,156 | |||||||||
Shipping and handling costs |
3,570 | 1,512 | 2,348 | |||||||||
Depreciation and amortization expense |
9,154 | 9,723 | 11,453 | |||||||||
Goodwill impairment |
| 9,105 | 75,966 | |||||||||
Embezzlement and related expense (recoveries) |
(353 | ) | 129 | 7,254 | ||||||||
Total costs and expenses |
181,175 | 124,342 | 187,868 | |||||||||
Income (loss) before interest, other income (expense)
and income taxes |
85 | (23,294 | ) | (88,137 | ) | |||||||
Net interest income (expense): |
||||||||||||
Interest income |
19 | 10 | 86 | |||||||||
Interest expense |
(17,311 | ) | (19,487 | ) | (18,520 | ) | ||||||
Net interest income (expense) |
(17,292 | ) | (19,477 | ) | (18,434 | ) | ||||||
Gain from settlement with previous stockholders |
| | 30,202 | |||||||||
Loss on extinguishment of debt |
| | (5,632 | ) | ||||||||
Other income (expense), net |
674 | (698 | ) | (981 | ) | |||||||
Loss before income taxes |
(16,533 | ) | (43,469 | ) | (82,982 | ) | ||||||
Income tax benefit |
583 | 7,704 | 13,422 | |||||||||
Net loss |
$ | (15,950 | ) | $ | (35,765 | ) | $ | (69,560 | ) | |||
Net loss per common share: |
||||||||||||
Basic net loss per common share |
$ | (0.36 | ) | $ | (1.63 | ) | $ | (3.39 | ) | |||
Diluted net loss per common share |
$ | (0.36 | ) | $ | (1.63 | ) | $ | (3.39 | ) | |||
Average number of common shares and equivalents outstanding: |
||||||||||||
Basic |
44,322 | 21,994 | 20,493 | |||||||||
Diluted |
44,322 | 21,994 | 20,493 |
Cambium Learning Group, Inc. and Subsidiaries
Consolidated Balance Sheets
(In thousands, except per share data)
Consolidated Balance Sheets
(In thousands, except per share data)
As of December 31, | ||||||||
2010 | 2009 | |||||||
(Unaudited) | ||||||||
ASSETS |
||||||||
Current assets: |
||||||||
Cash and cash equivalents |
$ | 11,831 | $ | 13,345 | ||||
Accounts receivable, net |
31,627 | 19,127 | ||||||
Inventory |
22,015 | 19,812 | ||||||
Deferred tax assets |
3,703 | 6,267 | ||||||
Restricted assets, current |
3,064 | 9,755 | ||||||
Other current assets |
3,937 | 6,010 | ||||||
Total current assets |
76,177 | 74,316 | ||||||
Property, equipment and software at cost |
32,944 | 24,951 | ||||||
Accumulated depreciation and amortization |
(7,838 | ) | (4,294 | ) | ||||
Net property, equipment and software |
25,106 | 20,657 | ||||||
Goodwill |
151,915 | 151,915 | ||||||
Acquired curriculum and technology intangibles, net |
33,063 | 44,695 | ||||||
Acquired publishing rights, net |
38,707 | 52,312 | ||||||
Other intangible assets, net |
22,132 | 28,133 | ||||||
Pre-publication costs, net |
7,834 | 5,464 | ||||||
Restricted assets, less current portion |
12,641 | 14,930 | ||||||
Other assets |
15,487 | 1,419 | ||||||
Total assets |
$ | 383,062 | $ | 393,841 | ||||
LIABILITIES AND STOCKHOLDERS EQUITY |
||||||||
Current liabilities: |
||||||||
Notes payable line of credit |
$ | | $ | 5,000 | ||||
Current portion of long-term debt |
1,280 | 1,280 | ||||||
Current portion of capital lease obligations |
378 | 443 | ||||||
Accounts payable |
6,465 | 2,308 | ||||||
Contingent value rights, current |
1,623 | 3,950 | ||||||
Accrued expenses |
22,888 | 23,920 | ||||||
Deferred revenue, current |
34,140 | 21,465 | ||||||
Total current liabilities |
66,774 | 58,366 | ||||||
Long-term liabilities: |
||||||||
Long-term debt, less current portion |
150,850 | 150,487 | ||||||
Capital lease obligations, less current portion |
12,317 | 12,695 | ||||||
Deferred revenue, less current portion |
3,416 | 2,716 | ||||||
Contingent value rights, less current portion |
5,746 | 5,649 | ||||||
Other liabilities |
19,947 | 24,156 | ||||||
Total long-term liabilities |
192,276 | 195,703 | ||||||
Stockholders equity: |
||||||||
Preferred stock ($.001 par value, 15,000 shares authorized,
zero shares issued and outstanding at December 31, 2010 and 2009) |
| | ||||||
Common stock ($.001 par value, 150,000 shares authorized,
43,869 and 43,859 shares issued and outstanding at
December 31, 2010 and 2009) |
44 | 44 | ||||||
Capital surplus |
259,887 | 258,789 | ||||||
Accumulated deficit |
(135,218 | ) | (119,268 | ) | ||||
Other comprehensive income (loss): |
||||||||
Pension and postretirement plans |
(702 | ) | 206 | |||||
Net unrealized gain on securities |
1 | 1 | ||||||
Accumulated other comprehensive income (loss) |
(701 | ) | 207 | |||||
Total stockholders equity |
124,012 | 139,772 | ||||||
Total liabilities and stockholders equity |
$ | 383,062 | $ | 393,841 | ||||
Reconciliation Between Net Revenues to Adjusted Net Revenues and Between Net Income (Loss)
and Adjusted EBITDA for the Three Months Ended December 31, 2010
VLCY | ||||||||||||||||||||
Pre-Merger | ||||||||||||||||||||
Results | Pro Forma | Pro Forma | Cambium | |||||||||||||||||
Cambium | (69 days) | Adjustments | Combined | Learning Group | ||||||||||||||||
Q4 2009 | Q4 2010 | |||||||||||||||||||
(In thousands) | ||||||||||||||||||||
(Unaudited) | ||||||||||||||||||||
Total net revenues |
$ | 23,306 | $ | 19,144 | $ | 566 | $ | 43,016 | $ | 48,530 | ||||||||||
Non-recurring and non-operational costs included in
net revenues but excluded from adjusted net revenues: |
||||||||||||||||||||
Adjustments related to purchase accounting |
1,392 | | (566 | ) | 826 | 825 | ||||||||||||||
Adjusted net revenues |
$ | 24,698 | $ | 19,144 | $ | | $ | 43,842 | $ | 49,355 | ||||||||||
Net income (loss) |
$ | (19,455 | ) | $ | (1,945 | ) | $ | 14,248 | $ | (7,152 | ) | $ | 1,721 | |||||||
Reconciling items between net income (loss) and EBITDA: |
||||||||||||||||||||
Depreciation and amortization |
7,640 | 3,696 | (1,443 | ) | 9,893 | 9,560 | ||||||||||||||
Net interest expense |
4,943 | 17 | 18 | 4,978 | 3,832 | |||||||||||||||
Other (income) expense |
339 | (2,325 | ) | | (1,986 | ) | (498 | ) | ||||||||||||
Income tax |
(2,661 | ) | (109 | ) | 2,770 | | (694 | ) | ||||||||||||
Income (loss) from operations before interest and other income
(expense), income taxes, and depreciation and
amortization (EBITDA) |
(9,194 | ) | (666 | ) | 15,593 | 5,733 | $ | 13,921 | ||||||||||||
Non-recurring and non-operational costs included in
EBITDA but excluded from Adjusted EBITDA: |
||||||||||||||||||||
Transaction costs |
11,704 | 3,791 | (15,495 | ) | | | ||||||||||||||
Integration and merger-related costs |
1,531 | 50 | 92 | 1,673 | 457 | |||||||||||||||
Legacy VLCY corporate |
57 | 105 | | 162 | 133 | |||||||||||||||
Stock-based compensation expense |
37 | (41 | ) | 111 | 107 | 307 | ||||||||||||||
Embezzlement and related expenses (recoveries) |
324 | | | 324 | (404 | ) | ||||||||||||||
Adjustments related to purchase accounting |
1,136 | | (301 | ) | 835 | 730 | ||||||||||||||
Adjustments to CVR liability |
| | | | (1,224 | ) | ||||||||||||||
Adjusted EBITDA |
$ | 5,595 | $ | 3,239 | $ | | 8,834$ | $ | 13,920 | |||||||||||
Reconciliation Between Net Revenues to Adjusted Net Revenues and Between Net Loss and
Adjusted EBITDA for the Years Ended December 31, 2009 and 2010
VLCY | ||||||||||||||||||||
Pre-Merger | ||||||||||||||||||||
Results | Pro Forma | Pro Forma | Cambium | |||||||||||||||||
Cambium | (342 days) | Adjustments | Combined | Learning Group | ||||||||||||||||
2009 | 2010 | |||||||||||||||||||
(In thousands) | ||||||||||||||||||||
(Unaudited) | ||||||||||||||||||||
Total net revenues |
$ | 101,048 | $ | 98,728 | $ | (11,565 | ) | $ | 188,211 | $ | 181,260 | |||||||||
Non-recurring and non-operational costs included in
net revenues but excluded from adjusted net revenues: |
||||||||||||||||||||
Adjustments related to purchase accounting |
1,392 | | 11,565 | 12,957 | 12,937 | |||||||||||||||
Adjusted net revenues |
$ | 102,440 | $ | 98,728 | $ | | $ | 201,168 | $ | 194,197 | ||||||||||
Net loss |
$ | (35,765 | ) | $ | (34,375 | ) | $ | 8,870 | $ | (61,270 | ) | $ | (15,950 | ) | ||||||
Reconciling items between net loss and EBITDA: |
||||||||||||||||||||
Depreciation and amortization |
27,250 | 18,301 | (5,772 | ) | 39,779 | 37,665 | ||||||||||||||
Net interest expense |
19,477 | 558 | 71 | 20,106 | 17,292 | |||||||||||||||
Other (income) expense |
698 | (3,279 | ) | | (2,581 | ) | (674 | ) | ||||||||||||
Income tax |
(7,704 | ) | (190 | ) | 7,894 | | (583 | ) | ||||||||||||
Income (loss) from operations before interest and other
income (expense), income taxes, and depreciation and
amortization (EBITDA) |
3,956 | (18,985 | ) | 11,063 | (3,966 | ) | 37,750 | |||||||||||||
Non-recurring and non-operational costs included in
EBITDA but excluded from Adjusted EBITDA: |
||||||||||||||||||||
Transaction costs |
13,570 | 9,937 | (23,507 | ) | | | ||||||||||||||
Integration and merger-related costs |
2,133 | 120 | 1,864 | 4,117 | 5,963 | |||||||||||||||
Legacy VLCY corporate |
57 | 2,247 | | 2,304 | 968 | |||||||||||||||
Stock-based compensation expense |
37 | 179 | 552 | 768 | 1,085 | |||||||||||||||
Embezzlement and related expenses (recoveries) |
129 | | | 129 | (353 | ) | ||||||||||||||
Adjustments related to purchase accounting |
1,136 | | 10,028 | 11,164 | 10,748 | |||||||||||||||
Goodwill impairment |
9,105 | 27,175 | | 36,280 | | |||||||||||||||
Adjustments to CVR liability |
| | | | (1,124 | ) | ||||||||||||||
Adjusted EBITDA |
$ | 30,123 | $ | 20,673 | $ | | $ | 50,796 | $ | 55,037 | ||||||||||