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8-K - FORM 8-K - SCHOOL SPECIALTY INCscoo8k.htm


Exhibit 99.1


[exh991001.jpg]

W6316 Design Drive, Greenville, WI54942

P.O. Box 1579, Appleton, WI54912-1579


FOR IMMEDIATE RELEASE


School Specialty Announces Fiscal 2015 First Quarter Results and Reaffirms Fiscal 2015 Full Year Guidance


-

Company reiterates fiscal 2015 Adjusted EBITDA guidance of $48-$54 million; reaffirms revenue guidance, projecting fiscal 2015 growth of 1.5% - 4.5%

-

Significant improvements in bookings in July and first part of fiscal 2015 second quarter as order patterns continue to shift to later in the summer

-

Process Improvement Programs generating anticipated cost savings and efficiencies; Corporate SG&A increases in the fiscal 2015 first half not expected to recur throughout the year


GREENVILLE, Wis., September 4, 2014 – School Specialty, Inc. (OTCQB: SCOO) (“School Specialty” or “the Company”), a leading distributor of supplies, furniture and both supplemental and curriculum products to the education marketplace, today announced its fiscal 2015 first quarter results for the period ended July 26, 2014.


Joseph M. Yorio, President and Chief Executive Officer of School Specialty stated, “Historically our big ordering spikes have occurred during the months of May, June and July. Increasingly, back-to-school order patterns have shifted to later in the summer.  As a result, we expect to realize a greater portion of expected sales in the coming months.  Our top-line projections for growth of 1.5-4.5% remain intact, as we continue to build momentum across various product lines such as our e-tail/retail channel business, which should drive additional growth in the second half of the year.”

 

Mr. Yorio continued, “The Process Improvement Programs underway are also yielding the desired cost savings and creating greater efficiencies and synergies within our Company.  During the first quarter, we incurred some additional transition-related expenses, most of which will not recur as we move forward.  We are looking at all aspects of our organization to lower costs further, while continuing to invest in our operations, infrastructure, product offering, and our people.  Given recent and expected market trends, and our outlook through the remainder of the year, we feel comfortable with both our top- and bottom-line guidance.  We are maintaining focus on serving our customers, while also setting the foundation for longer-term growth in both existing and new markets.  We still have a lot of work ahead of us to get where we want to be, and at the same time, we’ve come a long way over the past year.  We look forward to providing further updates on our progress and remain committed to driving stockholder value.” 


First Quarter Financial Results


The Company views a year-over-year comparison of the first six months of the fiscal year to be a more meaningful analysis than year-over-year comparative results for quarterly periods on an individual basis.  This is due to the fact that the Company’s largest shipping weeks historically straddle the end of the first quarter and the beginning of the second quarter, and quarterly results can significantly fluctuate due to variations in the timing of shipments within this season primarily as a result of changes or delays in the finalization of state education budgets.  


Non-GAAP combined results for the three months ended July 27, 2013 include results of operations for the Successor Company for the seven weeks ended July 27, 2013 and the Predecessor Company for the six weeks ended June 11, 2013.








§

Revenues for the fiscal 2015 first quarter ended July 26, 2014 were $199.5 million, a decrease of 1.3% or $2.7 million as compared to $202.2 million reported for the combined three months ended July 27, 2013. Distribution segment revenues decreased by 3.9% or $6.7 million for the three months ended July 26, 2014 compared to the combined three months ended July 27, 2013.  However, excluding the Company’s student planner and agenda products, which declined by approximately $10 million as expected, other distribution product lines saw an overall increase.  Furniture product line revenues increased approximately $4 million and excluding the revenue decline in student planner and agenda product lines, supplies revenues were generally in line with the prior year period.  Curriculum segment revenues increased by 13.9% or $4.0 million for the three months ended July 26, 2014 compared to the combined three months ended July 27, 2013.  Approximately $3 million of this increase was related to the adoption of state science curriculum in the Texas market with other increases spread out across the Company’s Science Curriculum business.


§

Gross profit margin for the three months ended July 26, 2014 was 39.4% as compared to 41.2% for the combined three months ended July 27, 2013.  Distribution segment gross margin was 37.1% as compared to 39.2% for the three months ended July 26, 2014 and the combined three months ended July 27, 2013, respectively.  The decline in Distribution segment gross margin was due primarily to product mix shift as agenda revenue historically has carried higher gross margins compared to other supplies and furniture product lines.  Curriculum segment gross margin was 51.1% as compared to 53.3% for the three months ended July 26, 2014 and the combined three months ended July 27, 2013, respectively.  The decline in Curriculum gross margin was primarily related to increased product development amortization of $1.2 million in the first quarter of fiscal 2015 which contributed to a decrease of 360 basis points of gross margin.  This was partially offset by the mix of higher margin curriculum products within the segment.


§

Selling, general and administrative (SG&A) expenses for the three months ended July 26, 2014 were $61.9 million as compared to $63.3 million for the combined three months ended July 27, 2013, a decrease of $1.4 million or 2.2%.  SG&A attributable to the combined Distribution and Curriculum segments decreased by $3.9 million and Corporate SG&A increased by $2.5 million, when comparing the fiscal 2015 and combined fiscal 2014 first quarter periods.  The increase in Corporate SG&A is related to process improvement implementation costs such as consulting fees and warehouse implementation costs associated with transitioning the majority of fulfillment activities to the Company’s Mansfield, OH distribution center and are not expected to be ongoing costs throughout the year.


§

In the first quarter of fiscal 2015, the Company recorded $0.1 million of restructuring charges related primarily to severance as compared to $2.6 million of bankruptcy related restructuring charges in the combined first quarter of fiscal 2014.  The prior year combined period included costs associated with warehouse closures, transportation costs resulting from bankruptcy related backorders and consulting fees.


§

The Company reported operating income of $16.5 million for the three months ended July 26, 2014 as compared to operating income of $17.4 million for the combined three months ended July 27, 2013.  


§

Net income for the first quarter of fiscal 2015 was $11.0 million compared with net income of $93.0 million for the combined first quarter of fiscal 2014.  Net income for the combined comparable period last year included $83.5 million of reorganization gain, primarily related to cancellation of indebtedness associated with the emergence from bankruptcy.  Net income per share was $11.01 for the three months ended July 26, 2014 as compared to net income per share of $20.96 for the combined three months ended July 27, 2013.  








§

Adjusted earnings before interest, taxes, depreciation and amortization (EBITDA) was $27.2 million in the fiscal 2015 first quarter as compared to $28.3 million in the combined fiscal 2014 first quarter.


Mr. Yorio continued, “Delivering for our customers during this peak season was our primary focus and we have made improvements, but we still have work to do.  We continue to invest in our infrastructure and will continue to do so as there are a number of areas we can strengthen to improve our time to market and to lower our costs.  As we noted last quarter, we are taking a closer look at our Sales, Marketing and Merchandising alignment this year and we are now in the process of putting together a comprehensive multi-year sales and operations strategy.  I am very proud of what we’ve accomplished over the past year and believe we have significant opportunities ahead to vastly improve our distribution network, open up new avenues for growth, and improve the customer experience.”  


Financial Outlook


The Company today reaffirmed its prior guidance given its high order rates moving into the fiscal 2015 second quarter and its expectations for the remainder of the year.  The Company anticipates that revenues will be approximately $640-$660 million, representing growth between 1.5 and 4.5 percent and that Adjusted EBITDA for fiscal 2015 will be approximately $48-$54 million.  Capital expenditures are expected to be approximately $17-$19 million.


School Specialty intends to publish an accompanying presentation on its financial results shortly.  The Company will not be hosting a teleconference, but management will be available to address questions after the filing of this supplemental information. This information will also be available on our website, www.schoolspecialty.com, in the Investor Relations section.


About School Specialty, Inc.

School Specialty is a leading distributor of innovative and proprietary products, programs and services to the education marketplace.  The Company designs, develops, and provides educators with the latest and very best school supplies, furniture and both curriculum and supplemental learning resources.  Working in collaboration with educators, School Specialty reaches beyond the scope of textbooks to help teachers, guidance counselors and school administrators ensure that every student reaches his or her full potential.  For more information about School Specialty, visit www.schoolspecialty.com.


Statement Concerning Forward-Looking Information

Any statements made in this press release about School Specialty’s future financial conditions, results of operations, expectations, plans, or prospects, including the information under the heading “Financial Outlook”, constitute forward-looking statements.  Forward-looking statements also include those preceded or followed by the words "anticipates," "believes," "could," "estimates," "expects," "intends," "may," "plans," “projects,” “should,” "targets" and/or similar expressions.  These forward-looking statements are based on School Specialty's current estimates and assumptions and, as such, involve uncertainty and risk. Forward-looking statements are not guarantees of future performance, and actual results may differ materially from those contemplated by the forward-looking statements because of a number of factors, including the factors described in Item 1A of School Specialty's Annual Report on Form 10-K for the fiscal year ended April 26, 2014, which factors are incorporated herein by reference.  Any forward-looking statement in this release speaks only as of the date in which it is made.  Except to the extent required under the federal securities laws, School Specialty does not intend to update or revise the forward-looking statements.


Company Contact

Company Contact

Kevin Baehler

Glenn Wiener

Kevin.baehler@SchoolSpecialty.com

IR@SchoolSpecialty.com

Tel: 920-882-5882

Tel: 212-786-6011








- Tables to Follow –






SCHOOL SPECIALTY, INC.

CONSOLIDATED COMBINED STATEMENTS OF OPERATIONS

(In Thousands Except Per Share Amounts)

Unaudited/Non-GAAP


 

 

Successor
Company

 

Successor
Company

 

Predecessor
Company

 

Non-GAAP
Combined

 

 

Three Months Ended
July 26, 2014

 

Seven Weeks Ended
July 27, 2013

 

Six Weeks Ended
June 11, 2013

 

Three Months Ended
July 27, 2013

 

 

 

 

 

 

 

 

 

Revenues

 

 $                     199,469

 

 $                   143,499

 

 $                     58,697

 

 $                    202,196

Cost of revenues

 

120,903

 

83,741

 

35,079

 

118,820

 

Gross profit

 

78,566

 

59,758

 

23,618

 

83,376

Selling, general and administrative expenses

 

61,942

 

35,867

 

27,473

 

63,340

Restructuring charges

 

133

 

2,595

 

                                -   

 

2,595

 

Operating income (loss)

 

16,491

 

21,296

 

(3,855)

 

17,441

Other expense:

 

 

 

 

 

 

 

 

 

Interest expense

 

                            5,275

 

                          2,821

 

                          3,235

 

                           6,056

 

Change in fair value of interest rate swap

 

                                (13)

 

                                -   

 

                                -   

 

                                 -   

 

Reorganization items, net

 

                               271

 

                          1,280

 

                       (84,799)

 

                        (83,519)

Income (loss) before provision for income taxes

 

10,958

 

17,195

 

77,709

 

94,904

Provision for (benefit from) income taxes.

 

(56)

 

252

 

1,641

 

1,893

 

Net income (loss)

 

 $                       11,014

 

 $                     16,943

 

 $                     76,068

 

 $                      93,011

 

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding:

 

 

 

 

 

 

 

 

 

Basic

 

                            1,000

 

                          1,000

 

                        18,922

 

                        -   

 

Diluted

 

                            1,000

 

                          1,000

 

                        18,922

 

                        -   

 

 

 

 

 

 

 

 

 

 

Net Income per Share:

 

 

 

 

 

 

 

 

 

Basic

 

 $                         11.01

 

 $                       16.94

 

 $                         4.02

 

 $                        20.96

 

Diluted

 

 $                         11.01

 

 $                       16.94

 

 $                         4.02

 

 $                        20.96

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted Earnings before interest, taxes, depreciation,

 

 

 

 

 

 

 

 

 

  amortization, bankruptcy-related costs,  restructuring

 

 

 

 

 

 

 

 

 

   and impairment charges (EBITDA) reconciliation:

 

 

 

 

 

 

 

 

 

    Net income (loss)

 

 $                       11,014

 

 

 

 

 

 $                      93,011

 

    Provision for (benefit from) income taxes

 

                                (56)

 

 

 

 

 

                           1,893

 

    Reorganization items, net

 

                               271

 

 

 

 

 

                        (83,519)

 

    Restructuring costs

 

                               133

 

 

 

 

 

                           1,356

 

    Restructuring-related costs incl in SG&A

 

                            2,542

 

 

 

 

 

                           1,239

 

    Change in fair value of interest rate swap

 

                                (13)

 

 

 

 

 

                                 -   

 

    Depreciation and amortization expense

 

                            4,369

 

 

 

 

 

                           5,849

 

    Amortization of development costs

 

                            3,671

 

 

 

 

 

                           2,396

 

    Net interest expense

 

                            5,275

 

 

 

 

 

                           6,056

 

                 Adjusted EBITDA

 

 $                       27,206

 

 

 

 

 

 $                      28,282

 

 

 

 

 

 

 

 

 

 








SCHOOL SPECIALTY, INC.

COMBINED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

(In Thousands Except Share and Per Share Data)



 

 

July 26, 2014

 

April 26, 2014

 

July 27, 2013

ASSETS

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

Cash and cash equivalents

 

 $               9,281

 

 $               9,008

 

 $               9,787

 

Restricted cash

 

                        -   

 

                          -

 

                25,820

 

Accounts receivable, less allowance for doubtful accounts

 

 

 

 

 

 

 

 

of $984 and $926, respectively

 

135,842

 

62,631

 

              138,879

 

Inventories, net

 

109,722

 

93,387

 

              104,868

 

Deferred catalog costs

 

4,497

 

8,057

 

                  5,793

 

Prepaid expenses and other current assets

 

19,242

 

18,043

 

                26,667

 

Refundable income taxes

 

7

 

                          -

 

                  5,334

 

Asset Held for Sale

 

                  2,200

 

                  2,200

 

                          -

 

 

Total current assets

 

280,791

 

193,326

 

              317,148

Property, plant and equipment, net

 

38,557

 

39,045

 

                46,309

Goodwill

 

21,588

 

                21,588

 

                23,661

Intangible assets, net

 

47,130

 

48,251

 

                47,427

Development costs and other, net

 

34,132

 

36,646

 

                38,042

Deferred taxes long-term

 

13

 

48

 

                       51

Investment in unconsolidated affiliate

 

715

 

715

 

                     715

 

 

Total assets

 

 $           422,926

 

 $           339,619

 

 $           473,353

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' EQUITY

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

Current maturities of long-term debt

 

 $             72,475

 

 $             12,388

 

 $             62,229

 

Accounts payable

 

53,443

 

42,977

 

                49,124

 

Accrued compensation

 

7,376

 

8,966

 

                  7,597

 

Deferred revenue

 

2,927

 

2,613

 

                  2,605

 

Accrued fee for early termination of long-term debt

 

                        -   

 

                          -

 

                25,582

 

Other accrued liabilities

 

16,672

 

14,460

 

                34,467

 

 

Total current liabilities

 

152,892

 

81,404

 

181,604

Long-term debt less current maturities

 

156,331

 

              153,987

 

              152,932

Other liabilities

 

998

 

1,171

 

                     925

 

 

Total liabilities

 

310,221

 

236,562

 

335,461

 

 

 

 

 

 

 

 

Stockholders' equity:

 

 

 

 

 

 

 

Preferred stock, $0.001 par value per share, 500,000

 

 

 

 

 

 

 

 

shares authorized; none outstanding

 

                        -   

 

                          -

 

                          -

 

Common stock, $0.001 par value per share, 2,000,000 shares

 

 

 

 

 

 

 

 

authorized; 1,000,004 shares outstanding

 

1

 

                         1

 

                         1

 

Capital in excess of par value

 

119,391

 

              120,955

 

              120,955

 

Accumulated other comprehensive income (loss)

 

(216)

 

(414)

 

                        (7)

 

Retained earnings (accumulated deficit)

 

(6,471)

 

(17,485)

 

                16,943

 

 

Total stockholders' equity (deficit)

 

112,705

 

103,057

 

              137,892

 

 

Total liabilities and stockholders' equity

 

 $           422,926

 

 $           339,619

 

 $           473,353