Attached files

file filename
EX-99.2 - FISCAL YEAR 2016 SECOND QUARTER FINANCIAL UPDATE DATED AUGUST 2, 2016 - SCHOOL SPECIALTY INCexhibit992.htm
8-K - SCHOOL SPECIALTY INCschsp8k.htm

Exhibit 99.1


[exhibit991001.jpg]

NEWS RELEASE

W6316 Design Drive, Greenville, WI 54942

P.O. Box 1579, Appleton, WI 54912-1579


FOR IMMEDIATE RELEASE


School Specialty Announces Fiscal Year 2016 Second Quarter Financial Results


·

Q2 Revenues increased $4.9 million or 3.5% vs. 2015 Q2

·

Q2 Gross Profit Margins improved by 260 basis points to 38.1% vs. 2015 Q2

·

Q2 SG&A expenses decreased $1.4 million or 2.6% vs. 2015 Q2

·

Q2 Operating Income improved to a $2.0 million profit from a $7.3 million loss in 2015 Q2

·

Q2 Net loss of $2.0 million vs. Net loss of $12.4 million in 2015 Q2

·

Management reiterates Fiscal Year 2016 guidance


GREENVILLE, Wis., Aug 2, 2016 – School Specialty, Inc. (OTCQB: SCOO) (“School Specialty”, “SSI” or “the Company”), a leading distributor of supplies, furniture and both curriculum and supplemental learning resources to the education, healthcare and other marketplaces, today announced financial results for its Fiscal 2016 second quarter ended June 25, 2016.


Joseph M. Yorio, President and Chief Executive Officer stated, “We continued to execute our strategy and delivered year-over-year improvements in our top- and bottom-line results.  Consistent with recent trends, growth was fueled by our Furniture and Science categories.  Additionally, in the second quarter we also saw growth in our Instructional Solutions and Reading categories, while improving market opportunities within our base supplies business and related specialty areas, such as Art, Physical Education, Healthcare, and Safety & Security.  Operationally, we continued to improve productivity and we are poised to deliver for our customers in the current peak-season.  While expenses are lower, we are investing in our business and using savings to enhance our foundation for the future.  Based on current expectations, we remain on track to meet our guidance and believe revenues, Adjusted EBITDA and leveraged free cash flow will land within the ranges we provided.  I’m pleased with the contributions of all our associates and the momentum we are building; we have significant opportunities to expand our reach and increase market share in the coming years.”


Fiscal Year 2016 Q2 Results (comparisons for the three months ended June 25, 2016 and June 27, 2015)


·

Revenues were $145.9 million, an increase of $4.9 million or 3.5%, as compared to revenues of $141.0 million.  Distribution segment revenues of $119.2 million increased by $3.0 million or 2.5%, as compared to $116.2 million.  Growth within this segment was primarily driven by a 19.3% increase in Furniture category revenues, and a 1.6% increase in Instructional Solutions revenues, offsetting declines in the Company’s Agendas and AV Tech categories.  Additionally, the Supplies category was essentially flat for the comparable periods. Curriculum segment revenues of $26.7 million increased $1.9 million or 7.8%, as compared to revenues of $24.8 million, driven by continued strength in the Science category and primarily related to the Company’s FOSS Next Generation program, as well as 2.2% revenue growth in the Reading category.


·

Gross margin of 38.1% compared to 35.5% in the second quarter of 2015, was an improvement of 260 basis points (“bps”).  Distribution segment gross margin was 35.0% as compared to 35.2%, a decline of 20 bps and this was primarily due to a change in mix within the segment.  This was largely offset by a 110 bp improvement related to lower product development amortization recorded in the current year’s second quarter. Note the prior year quarter included an accelerated amortization charge of $1.3 million.  Curriculum segment gross margin was 51.9% as compared to 36.8%, an increase of 1,510 bps.  Reduced product development amortization in the second quarter of 2016 contributed 1,240 bps of gross margin improvement; note the prior year quarter included an accelerated amortization charge of $2.5 million.   Favorable product mix driven by a higher margin in Science content-related products contributed to the remaining gross margin favorability.


·

Selling, General & Administrative (“SG&A”) expenses were $53.2 million as compared to $54.7 million, a decrease of $1.4 million or 2.6%.  This decline was primarily related to a $1.1 million decline in depreciation and amortization expense, as well as a decline in catalog expenses resulting from a gradual shift to more digital marketing campaigns.  These reductions were partially offset by a $0.5 million increase in performance-based incentive compensation expense, though compensation and benefit costs, other than performance-based compensation were relatively flat for the comparable periods.  As a percent of revenue, SG&A decreased from 38.8% for the three months ended June 27, 2015 to 36.5% for the three months ended June 25, 2016.     


·

Operating income was $2.0 million as compared to an operating loss of $7.3 million in the comparable year-ago period, an improvement of $9.3 million.  This was a result of higher revenues, improved gross profit margins and lower SG&A costs.  Additionally, the prior year operating loss included $3.8 million of accelerated amortization charges referenced above and an intangible asset impairment charge of $2.7 million.


·

Net loss was $2.0 million as compared to a net loss of $12.4 million, an improvement of $10.4 million.


·

Adjusted earnings before interest, taxes, depreciation and amortization (EBITDA) was $9.4 million, as compared to adjusted EBITDA of $7.7 million in the comparable period, an improvement of $1.7 million or 22.1%. 


Fiscal Year 2016 Six-Month Results (comparisons for the six months ended June 25, 2016 and June 27, 2015)


·

Revenues were $239.6 million, an increase of $7.0 million or 3.0%, as compared to revenues of $232.6 million.  Distribution segment revenues of $197.0 million increased by $2.2 million or 1.1%, as compared to $194.8 million.  Growth within this segment was primarily driven by a 14.6% increase in Furniture revenues, a 1.3% increase in Supplies revenues and a 1.4% increase in Instructional Solutions revenues.  This offset declines within the Company’s AV Tech and Agendas business categories.  Curriculum segment revenues of $42.6 million increased $4.8 million or 12.8%, as compared to revenues of $37.8 million, driven by 17.2% and 0.8% increases in the Science and Reading categories, respectively.


·

Gross margin of 38.0% compared to 36.3% in the six-month period of 2015 was an improvement of 170 bps.  Distribution segment gross margin was 35.2% as compared to 35.6%, a decline of 40 bps.  Curriculum segment gross margin was 51.2% as compared to 39.6%, an increase of 1,160 bps. 


·

SG&A expenses were $100.5 million as compared to $105.3 million, a decrease of $4.8 million or 4.6%.  Transition expenses associated with process improvement initiatives were $3.0 million higher in the six month period in 2015. Other declines were related to lower compensation and benefit costs, other than performance-based compensation, offset by incremental expense related to greater utilization of a third-party fulfillment center in the current year.  The Company also recognized a net foreign currency gain in the first half of 2016 of $0.7 million, compared to a net foreign currency loss of $0.4 million in the comparable 2015 period.


·

Operating loss was $10.0 million, as compared to an operating loss of $25.9 million in the comparable year-ago period, an improvement of $15.9 million.  


·

Net loss was $14.3 million, as compared to a net loss of $35.8 million, an improvement of $21.5 million.


·

Adjusted EBITDA was $3.8 million, as compared to adjusted EBITDA of $1.6 million, an improvement of $2.2 million or 137.5%. 


Yorio continued, “We’re off to a good start in 2016 and believe the second half of the year will be strong as we’re now in the height of our peak-season.  Bookings trends look favorable, however, consistent with prior years, we have seen orders shift a little later in the season.  While Furniture and Science continue to be the key top-line drivers, I’m encouraged by the progress we’re making in achieving more balanced growth throughout our product categories.  I’m also encouraged by the increased demand we’re seeing for our Safety and Security offerings, and not just within the Education end-market.  Healthcare, which holds significant potential for our Company over the coming years, is still in its infancy stage, though we are seeing sales build each month.  Our team remains focused on executing for our customers and we look forward to reporting on our progress coming out of peak-season.”


Financial Outlook

The Company today reiterated its guidance for FY16 (December 27, 2015 – December 31, 2016).  Total FY16 revenues are anticipated to increase by approximately 2.5% - 3.0%, and reported gross profit margins are anticipated to improve by 30 to 50 bps, driven by lower product development amortization costs.  SG&A expenses are expected to decline by approximately 2.5% - 3.2%; SG&A expenses excluding depreciation and amortization are expected to be essentially flat year-over-year. The Company anticipates FY16 Adjusted EBITDA to be approximately $48 - $52 million, representing year-over-year improvement of 6.7% - 15.6%.  The Company expects continued strong leveraged free cash flow of approximately $20.0 million for FY16.  Additional information on the Company’s outlook for 2016 can be found in the investor presentation on page 13, which will be published shortly under the Investor Relations section of the Company’s website.


School Specialty will be hosting a teleconference and webcast on August 4, 2016 at 9:00 a.m. ET to discuss its results and outlook.  Speaking from management will be Joseph M. Yorio, President and Chief Executive Officer and Ryan M. Bohr, Executive Vice President and Chief Financial Officer.


Conference Call Information

·

Toll-free number: 574-990-9706 / International number: 844-882-7832 / Conference ID: 59676012


For those who will be unable to participate, a teleconference replay will be available approximately five hours after the completion of the call and will last for one week (8/4/16 – 8/11/16).


Replay Information

·

Replay: 855-859-2056 / International replay: 404-537-3406 / Conference ID: 59676012


Interested parties can also participate in the live webcast or can access the archived call shortly thereafter, by visiting the School Specialty website in the Investor Relations section at http://investors.schoolspecialty.com.


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.  Through its SSI Guardian subsidiary, the Company is also committed to school, healthcare and corporate workplace safety by offering the highest quality curriculum, training and safety and security products.  Through its recently launched SOAR Life Products brand, the Company offers thousands of products that sharpen cognitive skills and build physical and mental strength in fun and creative ways. From childhood through adulthood, they help individuals live life to the fullest – engaged, happy and well.  SOAR Life Products is a customized offering for hospitals, long-term care, therapeutic facilities, home care, surgery centers, day care centers, physician offices, and clinics.  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 condition, 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 Transition Report on Form 10-K for the 35-week transition period ended December 26, 2015, 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.


Non-GAAP Financial Information

This press release includes references to Adjusted EBITDA and leveraged free cash flow, non-GAAP financial measures.  Adjusted EBITDA and leveraged free cash flow are used by management as measures for judging the Company’s operating performance and for estimating the Company’s earnings growth prospects.  Adjusted EBITDA represents net income adjusted for: provision for (benefit from) income taxes; reorganization items, net; restructuring costs; restructuring-related costs included in SG&A; change in fair value of interest rate swap; loss on early extinguishment of debt; early termination fee; depreciation and amortization expense; amortization of development costs; net interest expense; and stock-based compensation.  Adjusted EBITDA does not represent, and should not be considered, an alternative to net income or operating income as determined by GAAP, and our calculation may not be comparable to similarly titled measures reported by other companies.  Leveraged free cash flow represent Adjusted EBITDA adjusted for: capital expenditures; product development expenditures; proceeds from asset sales; unrealized foreign exchange gains and losses; restructuring and other expenditures; changes in working capital; cash interest and taxes.  Leveraged free cash flow does not represent, and should not be considered, an alternative to cash flow from operations.


Company Contact

Investor and Media Relations Contact

Ryan Bohr

Glenn Wiener

Ryan.Bohr@SchoolSpecialty.com

IR@SchoolSpecialty.com

Tel: 920-882-5868

Tel: 212-786-6011


####




SCHOOL SPECIALTY, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(In Thousands, Except Per Share Amounts)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended
June 25, 2016

 

Three Months Ended
June 27, 2015

 

Six Months Ended
June 25, 2016

 

Six Months Ended
June 27, 2015

 

Twelve Months Ended
June 25, 2016

 

Twelve Months Ended
June 27, 2015

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues

 

 $                     145,858

 

 $                        140,970

 

 $                         239,583

 

 $                         232,552

 

 $                         644,495

 

 $                         621,046

Cost of revenue

 

90,259

 

90,897

 

148,519

 

148,147

 

405,495

 

391,863

 

Gross profit

 

55,599

 

50,073

 

91,064

 

84,405

 

239,000

 

229,183

Selling, general and administrative expenses

 

53,212

 

54,652

 

100,523

 

105,304

 

220,092

 

229,541

Facility exit costs and restructuring 

 

383

 

                                     -   

 

549

 

2,288

 

                                1,442

 

                                5,941

Impairment charges

                                  -   

 

2,713

 

                                      -   

 

                                2,713

 

                                      -   

 

2,713

 

Operating income (loss)

 

2,004

 

(7,292)

 

(10,008)

 

(25,900)

 

17,466

 

(9,012)

Other expense:

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

4,455

 

4,977

 

                                8,845

 

                                9,302

 

                              18,382

 

                              19,697

 

Early termination of long-term indebtedness

                                  -   

 

                                     -   

 

                                      -   

 

                                      -   

 

                                   200

 

                                      -   

 

Loss on early extinguishment of debt

 

                                  -   

 

                                     -   

 

                                      -   

 

                                      -   

 

                                   877

 

                                      -   

 

Reorganization items, net

 

                                  -   

 

                                     -   

 

                                      -   

 

                                      -   

 

                                      -   

 

                                   225

 

Change in fair value of interest rate swap

 

(91)

 

(43)

 

                                  (176)

 

                                       9

 

                                  (311)

 

                                  (136)

Loss before provision for income taxes

 

(2,360)

 

(12,226)

 

(18,677)

 

(35,211)

 

(1,682)

 

(28,798)

Provision for (benefit from) income taxes

 

(374)

 

168

 

(4,388)

 

598

 

(3,780)

 

574

 

Net income (loss)

 

 $                        (1,986)

 

 $                        (12,394)

 

 $                          (14,289)

 

 $                          (35,809)

 

 $                             2,098

 

 $                          (29,372)

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

                            1,000

 

                               1,000

 

                                1,000

 

                                1,000

 

                                1,000

 

                                1,000

 

Diluted

 

                            1,000

 

                               1,000

 

                                1,000

 

                                1,000

 

                                1,000

 

                                1,000

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Loss per Share:

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 $                          (1.99)

 

 $                          (12.39)

 

 $                            (14.29)

 

 $                            (35.81)

 

 $                               2.10

 

 $                            (29.37)

 

Diluted

 

 $                          (1.99)

 

 $                          (12.39)

 

 $                            (14.29)

 

 $                            (35.81)

 

 $                               2.10

 

 $                            (29.37)


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended
June 25, 2016

 

Three Months Ended
June 27, 2015

 

Six Months Ended
June 25, 2016

 

Six Months Ended
June 27, 2015

 

Twelve Months Ended
June 25, 2016

 

Twelve Months Ended
June 27, 2015

 

Adjusted Earnings before interest, taxes, depreciation,  

 

 

 

 

 

 

 

 

 

 

 

 

  amortization, bankruptcy-related costs,  restructuring and

 

 

 

 

 

 

 

 

 

 

 

 

  impairment charges (EBITDA) reconciliation:

 

 

 

 

 

 

 

 

 

 

 

 

    Net income (loss)

 $                        (1,986)

 

 $                        (12,394)

 

 $                          (14,289)

 

 $                          (35,809)

 

 $                             2,098

 

 $                          (29,372)

 

    Provision for (benefit from) income taxes

                              (374)

 

                                  168

 

                               (4,388)

 

                                   598

 

                               (3,780)

 

                                   574

 

    Reorganization items, net

                                  -   

 

                                     -   

 

                                      -   

 

                                      -   

 

                                      -   

 

                                   225

 

    Restructuring costs

                               383

 

                                     -   

 

                                   549

 

                                2,288

 

                                1,442

 

                                5,941

 

    Restructuring-related costs incl in SG&A/COGS

                            1,104

 

                                  955

 

                                1,581

 

                                4,476

 

                                3,447

 

                                9,755

 

    Change in fair value of interest rate swap

                                (91)

 

                                  (43)

 

                                  (176)

 

                                       9

 

                                  (311)

 

                                  (136)

 

    Loss on early extinguishment of debt

                                  -   

 

                                     -   

 

                                      -   

 

                                      -   

 

                                   877

 

                                      -   

 

    Early termination fee

                                  -   

 

                                     -   

 

                                      -   

 

                                      -   

 

                                   200

 

                                      -   

 

    Depreciation and amortization expense

                            3,734

 

                               4,951

 

                                7,921

 

                                9,766

 

                              16,766

 

                              19,202

 

    Amortization of development costs

                            1,694

 

                               5,894

 

                                3,075

 

                                7,624

 

                                6,941

 

                              13,468

 

    Impairment charges

                                  -   

 

                               2,713

 

                                      -   

 

                                2,713

 

                                      -   

 

                                2,713

 

    Net interest expense

                            4,455

 

                               4,977

 

                                8,845

 

                                9,302

 

                              18,382

 

                              19,697

 

    Stock-based compensation

                               456

 

                                  435

 

                                   717

 

                                   614

 

                                1,238

 

                                   755

 

                 Adjusted EBITDA

 $                         9,375

 

 $                            7,656

 

 $                             3,835

 

 $                             1,581

 

 $                           47,300

 

 $                           42,822

 

 

 

 

 

 

 

 

 

 

 

 

 

 





SCHOOL SPECIALTY, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

(In Thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

June 25, 2016

 

 

June 27, 2015

ASSETS

 

 

 

 

 

Current assets:

 

 

 

 

 

 

Cash and cash equivalents.

 

 $                  8,570

 

 

 $                   9,157

 

Accounts receivable, less allowance for doubtful accounts

 

 

 

 

 

 

 

of $1,073, $1,077, and $989, respectively

 

                   78,736

 

 

75,457

 

Inventories, net

 

                 128,673

 

 

130,984

 

Deferred catalog costs

 

                     6,455

 

 

4,527

 

Prepaid expenses and other current assets

 

                   13,472

 

 

13,877

 

Refundable income taxes

 

                     5,080

 

 

1,662

 

 

Total current assets

 

                 240,986

 

 

235,664

 

 

 

 

 

 

 

 

Property, plant and equipment, net

 

                   28,497

 

 

30,841

Goodwill

 

                   21,588

 

 

21,588

Intangible assets, net

 

                   36,849

 

 

40,455

Development costs and other

 

                   17,269

 

 

22,005

Deferred taxes long-term

                            5

 

 

0

Investment in unconsolidated affiliate

                        715

 

 

715

 

 

Total assets

 

 $              345,909

 

 

 $               351,268

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' EQUITY

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

Current maturities - long-term debt

 

 $                46,400

 

 

 $                 62,444

 

Accounts payable

 

61,985

 

 

47,286

 

Accrued compensation

 

7,736

 

 

6,630

 

Deferred revenue

 

2,971

 

 

2,630

 

Other accrued liabilities

 

14,320

 

 

13,884

 

 

Total current liabilities

 

133,411

 

 

132,874

Long-term debt - less current maturities

 

143,948

 

 

151,665

Other liabilities

 

179

 

 

1,205

 

 

Total liabilities

 

277,538

 

 

285,744

 

 

 

 

 

 

 

 

Commitments and contingencies

 

 

 

 

 

 

 

 

 

 

 

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

 

Capital in excess of par value

 

119,955

 

 

118,716

 

Accumulated other comprehensive loss

 

(1,580)

 

 

(1,233)

 

Retained earnings (accumulated deficit)

 

(50,005)

 

 

(51,960)

 

 

Total stockholders' equity

 

68,371

 

 

65,524

 

 

Total liabilities and stockholders' equity

 

 $              345,909

 

 

 $               351,268