UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM10-Q

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

For the quarterly period ended March 31, ~~2019~~2020

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

For the transition period fromto

Commission file number001-36166

Houghton Mifflin Harcourt Company

(Exact name of registrant as specified in its charter)

Delaware

~~Delaware~~

27-1566372

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

125 High Street

Boston, MA 02110

(617)351-5000

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Securities registered pursuant to Section 12(b) of the ~~Act:~~Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Common Stock, $0.01 par value

HMHC

The Nasdaq Stock Market LLC

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 ☒ No ☐

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of RegulationS-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the Registrant is a shell company (as defined inRule 12b-2 of the Exchange Act). Yes ☐ No ☒

The number of shares of common stock, par value $0.01 per share, outstanding as of May ~~6, 2019~~4, 2020 was ~~124,110,547.~~125,406,121.

Table of Contents


			Page (s)

Special Note Regarding Forward-Looking Statements				3

PART I.		FINANCIAL INFORMATION			4

Item 1.	Consolidated Financial Statements (Unaudited):			4

	Consolidated Balance Sheets			4

	Consolidated Statements of Operations			5

	Consolidated Statements of Comprehensive Loss			6

	Consolidated Statements of Cash Flows			7

	Consolidated Statements of Stockholders’ Equity			8

	Notes to Consolidated Financial Statements			9

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations			24 26

Item 3.	Quantitative and Qualitative Disclosures about Market Risk			38 40

Item 4.	Controls and Procedures			39 41

PART II.		OTHER INFORMATION			41

Item 1.	Legal Proceedings			39 41

Item 1A.	Risk Factors			39 41

Item 6.	Exhibits			40 42

SIGNATURES				41 43

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

The statements contained herein include forward-looking statements, which involve risks and uncertainties. These forward-looking statements can be identified by the use of forward-looking terminology, including the terms “believes,” “estimates,” “projects,” “anticipates,” “expects,” “could,” “intends,” “may,” “will,” “should,” “forecast,” “intend,” “plan,” “potential,” “project,” “target” or, in each case, their negative, or other variations or comparable terminology. Forward-looking statements include all statements that are not statements of historical facts. They include statements regarding our intentions, beliefs or current expectations concerning, among other things, our results of operations; financial condition; liquidity; prospects, growth and strategies; the expected impact of the COVID-19 pandemic; our competitive strengths; the industry in which we operate; the impact of new accounting guidance and tax laws; expenses; effective tax rates; future liabilities; the outcome and impact of pending or threatened litigation; decisions of our customers; education expenditures; population growth; state curriculum adoptions and purchasing cycles; the impact of dispositions, acquisitions and other investments; ~~our share repurchase program;~~ the timing, structure and expected impact of our operational efficiency and cost-reduction initiatives and the estimated savings and amounts expected to be incurred in connection therewith; and potential business decisions. We derive many of our forward-looking statements from our operating budgets and forecasts, which are based upon many detailed assumptions. We caution that it is very difficult to predict the impact of known factors, and, of course, it is impossible for us to anticipate all factors that could affect our actual results. All forward-looking statements are based upon information available to us on the date of this report.

By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. We caution you that forward-looking statements are not guarantees of future performance and that actual results may differ materially from those made in or suggested by the forward-looking statements contained herein. In addition, even if actual results are consistent with the forward-looking statements contained herein, those results or developments may not be indicative of results or developments in subsequent periods.

Important factors that could cause actual results to vary from expectations include, but are not limited to: major disasters or other external threats, such as COVID-19; the duration and severity of the COVID-19 pandemic and its impact on the federal, state and local economies and K-12 schools; changes in state and local education funding and/or related programs, legislation and procurement processes; changes in state academic standards; industry cycles and trends; the rate and state of technological change; state requirements related to digital instructional materials; changes in product distribution channels and concentration of retailer power; changes in our competitive environment, including free and~~low-cost~~ low cost open educational resources; periods of operating and net losses; our ability to enforce our intellectual property and proprietary rights; risks based on information technology systems and potential breaches of those systems; dependence on a small number of print and paper vendors; third-party software and technology development; possible defects in digital products; our ability to identify, complete, or achieve the expected benefits of, acquisitions; ~~unanticipated consequences of the recently completed disposition of our Riverside clinical and standardized testing business;~~ our ability to execute on our long-term growth strategy; increases in our operating costs; exposure to litigation; ~~major disasters or other external threats;~~ contingent liabilities; risks related to our indebtedness; future impairment charges; changes in school district payment practices; a potential increase in the portion of our sales coming from digital sales; risks related to doing business abroad; changes in tax law or interpretation; management and personnel changes; timing, higher costs and unintended consequences of our operational efficiency and cost-reduction ~~initiatives;~~initiatives, including our recently announced workforce reduction; and other factors discussed in the “Risk Factors” section of our Annual Report on Form10-K for the fiscal year ended December 31, ~~2018~~2019 (and our subsequent filings pursuant to the Securities Exchange Act of 1934, as amended). In light of these risks, uncertainties and assumptions, the forward-looking events described herein may not occur.

We undertake no obligation, and do not expect, to publicly update or publicly revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law. All subsequent written and oral forward-looking statements attributable to us or to persons acting on our behalf are expressly qualified in their entirety by the cautionary statements contained herein.

PART 1 – FINANCIAL INFORMATION

Item 1. Consolidated Financial Statements

Houghton Mifflin Harcourt Company

Consolidated Balance Sheets (Unaudited)


(in thousands of dollars, except share information)	March 31, 2019 (Unaudited)			December 31, 2018			March 31, 2020			December 31, 2019
Assets
Current assets
Cash and cash equivalents	$	74,185		$	253,365		$	254,665		$	296,353
Short-term investments		9,999			49,833
Accounts receivable, net of allowances for bad debts and book returns of $18.7 million and $20.7 million, respectively		183,125			203,574
Accounts receivable, net of allowances for bad debts and book returns of $17.6 million and $19.7 million, respectively								139,981			184,425
Inventories		261,924			184,209			265,364			213,059
Prepaid expenses and other assets		20,953			15,297			22,032			19,257

Total current assets		550,186			706,278			682,042			713,094
Property, plant, and equipment, net		116,095			125,925			101,692			100,388
Pre-publication costs, net		321,837			323,641			256,808			268,197
Royalty advances to authors, net		47,544			47,993			41,761			44,743
Goodwill		716,845			716,073			454,977			716,977
Other intangible assets, net		511,963			520,892			462,127			474,225
Operating lease assets		144,695			—			135,087			132,247
Deferred income taxes		3,259			3,259			2,520			2,520
Deferred commissions		21,861			22,635			28,431			29,291
Other assets		27,180			28,428			29,961			31,490

Total assets	$	2,461,465		$	2,495,124		$	2,195,406		$	2,513,172

Liabilities and Stockholders’ Equity
Current liabilities
Revolving credit facility							$	150,000		$	—
Current portion of long-term debt	$	8,000		$	8,000			19,000			19,000
Accounts payable		115,762			76,313			73,217			52,128
Royalties payable		42,085			66,893			40,796			72,985
Salaries, wages, and commissions payable		17,120			50,225			14,250			54,938
Deferred revenue		234,014			251,944			274,187			305,285
Interest payable		377			136			3,814			3,826
Severance and other charges		1,717			6,020			7,087			12,407
Accrued postretirement benefits		1,512			1,512			1,571			1,571
Operating lease liabilities		14,326			—			9,171			8,685
Other liabilities		22,018			26,649			27,044			24,325

Total current liabilities		456,931			487,692			620,137			555,150
Long-term debt, net of discount and issuance costs		754,513			755,649			634,800			638,187
Operating lease liabilities		142,441			—			137,676			134,994
Long-term deferred revenue		373,749			395,500			514,390			542,821
Accrued pension benefits		29,140			29,320			23,423			23,648
Accrued postretirement benefits		13,268			14,300			14,228			15,113
Deferred income taxes		32,972			27,075			21,743			30,871
Other liabilities		5,780			17,118			5,049			6,028

Total liabilities		1,808,794			1,726,654			1,971,446			1,946,812

Commitments and contingencies (Note 15)
Commitments and contingencies (Note 13)
Stockholders’ equity
Preferred stock, $0.01 par value: 20,000,000 shares authorized; no shares issued and outstanding at March 31, 2019 and December 31, 2018		—			—
Common stock, $0.01 par value: 380,000,000 shares authorized; 148,687,581 and 148,164,854 shares issued at March 31, 2019 and December 31, 2018, respectively; 124,110,547 and 123,587,820 shares outstanding at March 31, 2019 and December 31, 2018, respectively		1,487			1,481
Treasury stock, 24,577,034 shares as of March 31, 2019 and December 31, 2018, respectively, at cost		(518,030	)		(518,030	)
Preferred stock, $0.01 par value: 20,000,000 shares authorized; 0 shares issued and outstanding at March 31, 2020 and December 31, 2019								—			—
Common stock, $0.01 par value: 380,000,000 shares authorized; 149,983,155 and 148,928,328 shares issued at March 31, 2020 and December 31, 2019, respectively; 125,406,121 and 124,351,294 shares outstanding at March 31, 2020 and December 31, 2019, respectively								1,500			1,489
Treasury stock, 24,577,034 shares as of March 31, 2020 and December 31, 2019, respectively, at cost								(518,030	)		(518,030	)
Capital in excess of par value		4,895,556			4,893,174			4,910,171			4,906,165
Accumulated deficit		(3,679,608	)		(3,562,971	)		(4,121,965	)		(3,775,992	)
Accumulated other comprehensive loss		(46,734	)		(45,184	)		(47,716	)		(47,272	)

Total stockholders’ equity		652,671			768,470			223,960			566,360

Total liabilities and stockholders’ equity	$	2,461,465		$	2,495,124		$	2,195,406		$	2,513,172

The accompanying notes are an integral part of these consolidated financial statements.

Houghton Mifflin Harcourt Company

Consolidated Statements of Operations (Unaudited)


	Three Months Ended March 31,						Three Months Ended March 31,
(in thousands of dollars, except share and per share information)	2019			2018			2020			2019
Net sales	$	194,635		$	199,759		$	189,925		$	194,635
Costs and expenses
Cost of sales, excluding publishing rights andpre-publication amortization		96,055			99,733			90,012			96,055
Publishing rights amortization		7,605			10,090			5,825			7,605
Pre-publication amortization		33,082			25,621			30,638			33,082

Cost of sales		136,742			135,444			126,475			136,742
Selling and administrative		151,983			145,527			133,353			151,983
Other intangible asset amortization		6,524			6,866			6,273			6,524
Severance and other charges		1,221			3,943
Loss on sale of assets		—			884

Impairment charge for goodwill								262,000			—
Restructuring/severance and other charges								—			1,221
Operating loss		(101,835	)		(92,905	)		(338,176	)		(101,835	)

Other income (expense)
Retirement benefitsnon-service income		42			320			61			42
Interest expense		(11,582	)		(10,936	)		(16,783	)		(11,582	)
Interest income		1,092			506			766			1,092
Change in fair value of derivative instruments		(450	)		372			(380	)		(450	)
Income from transition services agreement		1,826			—			—			1,826

Loss from continuing operations before taxes		(110,907	)		(102,643	)
Income tax expense for continuing operations		6,455			3,243

Loss from continuing operations		(117,362	)		(105,886	)

Income from discontinued operations, net of tax		—			4,575

Loss before taxes								(354,512	)		(110,907	)
Income tax (benefit) expense								(8,539	)		6,455
Net loss	$	(117,362	)	$	(101,311	)	$	(345,973	)	$	(117,362	)

Net loss per share attributable to common stockholders
Basic and diluted:
Continuing operations	$	(0.95	)	$	(0.86	)
Discontinued operations		—			0.04

Net loss	$	(0.95	)	$	(0.82	)	$	(2.77	)	$	(0.95	)

Weighted average shares outstanding
Basic		123,798,641			123,222,353

Diluted		123,798,641			123,222,353

Basic and diluted								124,688,974			123,798,641

The accompanying notes are an integral part of these consolidated financial statements.

Houghton Mifflin Harcourt Company

Consolidated Statements of Comprehensive Loss (Unaudited)


	Three Months Ended March 31,						Three Months Ended March 31,
(in thousands of dollars, except share and per share information)	2019			2018			2020			2019
Net loss	$	(117,362	)	$	(101,311	)	$	(345,973	)	$	(117,362	)
Other comprehensive (loss) income, net of taxes:
Other comprehensive loss, net of taxes:
Foreign currency translation adjustments, net of tax		(232	)		227			(113	)		(232	)
Unrealized gain on short-term investments, net of tax		9			18			—			9
Net change in unrealized (loss) gain on derivative financial instruments, net of tax		(1,327	)		3,476

Other comprehensive (loss) income, net of taxes		(1,550	)		3,721

Net change in unrealized loss on derivative financial instruments, net of tax								(331	)		(1,327	)
Other comprehensive loss, net of taxes								(444	)		(1,550	)
Comprehensive loss	$	(118,912	)	$	(97,590	)	$	(346,417	)	$	(118,912	)

The accompanying notes are an integral part of these consolidated financial statements.

Houghton Mifflin Harcourt Company

Consolidated Statements of Cash Flows (Unaudited)


	Three Months Ended March 31,						Three Months Ended March 31,
(in thousands of dollars)	2019			2018			2020			2019
Cash flows from operating activities
Net loss	$	(117,362	)	$	(101,311	)	$	(345,973	)	$	(117,362	)
Adjustments to reconcile net loss to net cash used in operating activities
Income from discontinued operations, net of tax		—			(4,575	)
Loss on sale of assets		—			884
Depreciation and amortization expense		68,402			61,022			55,225			68,402
Amortization of operating lease assets								3,632			3,501
Amortization of debt discount and deferred financing costs		1,046			1,046			1,488			1,046
Deferred income taxes		5,897			4,230			(9,128	)		5,897
Stock-based compensation expense		3,551			2,893			3,476			3,551
Impairment charge for goodwill								262,000			—
Change in fair value of derivative instruments		450			(372	)		380			450
Changes in operating assets and liabilities, net of acquisitions
Accounts receivable		20,482			34,679			44,444			20,482
Inventories		(77,715	)		(51,978	)		(52,305	)		(77,715	)
Other assets		(2,771	)		1,991			(1,680	)		(6,272	)
Accounts payable and accrued expenses		787			3,433			(20,732	)		787
Royalties payable and author advances, net		(24,359	)		(18,218	)		(29,207	)		(24,359	)
Deferred revenue		(39,870	)		(34,715	)		(59,529	)		(39,870	)
Interest payable		241			19			(12	)		241
Severance and other charges		(59	)		3			(5,320	)		(59	)
Accrued pension and postretirement benefits		(1,212	)		(1,311	)		(1,108	)		(1,212	)
Operating lease liabilities								(3,304	)		(4,194	)
Other liabilities		(13,571	)		2,791			886			(9,377	)

Net cash used in operating activities – continuing operations		(176,063	)		(99,489	)
Net cash provided by operating activities – discontinued operations		—			2,803

Net cash used in operating activities		(176,063	)		(96,686	)		(156,767	)		(176,063	)

Cash flows from investing activities
Proceeds from sales and maturities of short-term investments		40,000			86,539			—			40,000
Additions topre-publication costs		(25,898	)		(24,317	)		(18,751	)		(25,898	)
Additions to property, plant, and equipment		(10,375	)		(11,483	)		(11,875	)		(10,375	)
Acquisition of business, net of cash acquired		(5,447	)		—			—			(5,447	)

Net cash (used in) provided by investing activities – continuing operations		(1,720	)		50,739
Net cash used in investing activities – discontinued operations		—			(1,976	)

Net cash (used in) provided by investing activities		(1,720	)		48,763

Net cash used in investing activities								(30,626	)		(1,720	)
Cash flows from financing activities
Proceeds under revolving credit facility								150,000			—
Payments of long-term debt		(2,000	)		(2,000	)		(4,750	)		(2,000	)
Tax withholding payments related to net share settlements of restricted stock units and awards		(1,756	)		(1,073	)
Tax withholding payments related to net share settlements of restricted stock units								(48	)		(1,756	)
Issuance of common stock under employee stock purchase plan		505			681			503			505
Net collections (remittances) under transition services agreement		1,854			—

Net cash used in financing activities – continuing operations		(1,397	)		(2,392	)

Net collections under transition services agreement								—			1,854
Net cash provided by (used in) financing activities								145,705			(1,397	)
Net decrease in cash and cash equivalents		(179,180	)		(50,315	)		(41,688	)		(179,180	)
Cash and cash equivalents at the beginning of the period		253,365			148,979			296,353			253,365

Cash and cash equivalents at the end of the period	$	74,185		$	98,664		$	254,665		$	74,185

Supplemental disclosure of cash flow information
Interest paid	$	10,715		$	9,842		$	15,353		$	10,715
Income taxes paid (refunded)		13			(228	)
Income taxes paid								1			13
Non-cash investing activities
Pre-publication costs included in accounts payable and accruals	$	18,988		$	29,420		$	5,978		$	18,988
Property, plant, and equipment included in accounts payable and accruals		2,448			15,122			3,787			2,448
Property, plant, and equipment acquired under capital leases		442			—
Property, plant, and equipment acquired under finance leases								288			442

The accompanying notes are an integral part of these consolidated financial statements.

Houghton Mifflin Harcourt Company

Consolidated Statements of Stockholders’ Equity (Unaudited)

	Common Stock
(in thousands of dollars, except share information)	Shares Issued		Par Value		Treasury Stock			Capital in excess of Par Value			Accumulated Deficit			Accumulated Other Comprehensive Loss			Total
Balance at December 31, 2018		148,164,854	$	1,481	$	(518,030	)	$	4,893,174		$	(3,562,971	)	$	(45,184	)	$	768,470
Net loss		—		—		—			—			(117,362	)		—			(117,362	)
Other comprehensive loss, net of tax		—		—		—			—			—			(1,550	)		(1,550	)
Effects of adoption of new lease accounting standard		—		—		—			—			725			—			725
Issuance of common stock for employee purchase plan		78,105		1		—			701			—			—			702
Issuance of common stock for vesting of restricted stock units		444,622		5		—			(5	)		—			—			—
Stock withheld to cover tax withholdings requirements upon vesting of restricted stock units		—		—		—			(1,756	)		—			—			(1,756	)
Stock-based compensation expense		—		—		—			3,442			—			—			3,442
Balance at March 31, 2019		148,687,581	$	1,487	$	(518,030	)	$	4,895,556		$	(3,679,608	)	$	(46,734	)	$	652,671
Balance at December 31, 2019		148,928,328	$	1,489	$	(518,030	)	$	4,906,165		$	(3,775,992	)	$	(47,272	)	$	566,360
Net loss		—		—		—			—			(345,973	)		—			(345,973	)
Other comprehensive loss, net of tax		—		—		—			—			—			(444	)		(444	)
Issuance of common stock for employee purchase plan		104,331		1		—			678			—			—			679
Issuance of common stock for vesting of restricted stock units		950,496		10		—			(10	)		—			—			—
Stock withheld to cover tax withholdings requirements upon vesting of restricted stock units		—		—		—			(48	)		—			—			(48	)
Stock-based compensation expense		—		—		—			3,386			—			—			3,386
Balance at March 31, 2020		149,983,155	$	1,500	$	(518,030	)	$	4,910,171		$	(4,121,965	)	$	(47,716	)	$	223,960

(in thousands of dollars, except share
information)    Common Stock Treasury Stock Capital
in excess
of Par
Value Accumulated
Deficit Accumulated
Other
Comprehensive
Loss Total
   Shares
Issued Par Value
Balance at December 31, 2017
   147,911,466 $ 1,479 $ (518,030 ) $ 4,879,793 $ (3,521,527 ) $ (46,522 ) $ 795,193
Net loss
   —   —   —   —   (101,311 ) —   (101,311 )
Other comprehensive income, net of tax
   —   —   —   —   —   3,721 3,721
Effects of adoption of new revenue accounting standard
   —   —   —   —   52,711 —   52,711
Issuance of common stock for employee purchase plan
   85,542 1 —   864 —   —   865
Issuance of common stock for vesting of restricted stock units
   245,572 2 —   (2 ) —   —   —
Stock withheld to cover tax withholdings requirements upon vesting of restricted stock units
   —   —   —   (1,073 ) —   —   (1,073 )
Restricted stock forfeitures and cancellations
   (268,295 ) (3 ) —   3 —   —   —
Stock-based compensation expense
   —   —   —   2,873 —   —   2,873


Balance at March 31, 2018
   147,974,285 $ 1,479 $ (518,030 ) $ 4,882,458 $ (3,570,127 ) $ (42,801 ) $ 752,979


Balance at December 31, 2018
   148,164,854 $ 1,481 $ (518,030 ) $ 4,893,174 $ (3,562,971 ) $ (45,184 ) $ 768,470
Net loss
   —   —   —   —   (117,362 ) —   (117,362 )
Other comprehensive loss, net of tax
   —   —   —   —   —   (1,550 ) (1,550 )
Effects of adoption of new lease accounting standard
   —   —   —   —   725 —   725
Issuance of common stock for employee purchase plan
   78,105 1 —   701 —   —   702
Issuance of common stock for vesting of restricted stock units
   444,622 5 —   (5 ) —   —   —
Stock withheld to cover tax withholdings requirements upon vesting of restricted stock units
   —   —   —   (1,756 ) —   —   (1,756 )
Stock-based compensation expense
   —   —   —   3,442 —   —   3,442


Balance at March 31, 2019
   148,687,581 $ 1,487 $ (518,030 ) $ 4,895,556 $ (3,679,608 ) $ (46,734 ) $ 652,671

The accompanying notes are an integral part of these consolidated financial statements.

Houghton Mifflin Harcourt Company

Notes to Consolidated Financial Statements (Unaudited)

(amounts in tables are in thousands of dollars, except share and per share information)

1.	Basis of Presentation

Houghton Mifflin Harcourt Company (“HMH,” “Houghton Mifflin Harcourt,” “we,” “us,” “our,” or the “Company”) is a ~~global~~ learning company committed to delivering ~~integrated~~connected solutions that engage learners, empower educators and improve student outcomes. As a leading provider of Kindergarten through 12^th grade(“K-12”) core curriculum, supplemental and intervention solutions and professional learning services, HMH partners with educators and school districts to uncover solutions that unlock students’ potential and extend teachers’ capabilities. HMH estimates that it serves more than 50 million students and 3 million educators in 150 countries, while its award-winning children’s books, novels,non-fiction, and reference titles are enjoyed by readers throughout the world.

~~TheK-12~~ ~~market is~~We are organized along 2 business segments: Education and HMH Books & Media. Within our ~~primary~~Education segment, we focus on the K-12 market and, in the United States, we are a ~~leading provider of educational content by~~ market ~~share. Some~~leader. We specialize in comprehensive core curriculum, supplemental and intervention solutions, and we provide ongoing support in professional learning and coaching for educators and administrators. Our offerings are rooted in learning science, and we work with research partners, universities and third-party organizations as we design, build, implement and iterate our offerings to maximize their effectiveness. We are purposeful about innovation, leveraging technology to create engaging and immersive experiences designed to deepen learning experiences for students and to extend teachers’ capabilities so that they can focus on making meaningful connections with their students.

Our diverse portfolio enables us to help ensure that every student and teacher has the tools needed for success. We are able to build deep partnerships with school districts and leverage the scope of our ~~core educational~~ offerings ~~include~~~~HMH Science Dimensions~~,~~Collections~~,~~GO Math!~~,~~Read 180~~ ~~Universal,~~to provide holistic solutions at scale with the support of our far-reaching sales force and~~Journeys~~. talented field-based specialists and consultants. We ~~believe our long-standing reputation~~provide print, digital, and ~~trusted brand enable us~~blended print/digital solutions that are tailored to ~~capitalize on trends in the education market through our existing~~a district’s needs, goals and ~~developing channels.~~technological readiness.

Furthermore, for nearly two centuries, ~~we have published~~our HMH Books & Media segment has brought renowned and awarded ~~adult and~~ children’s, fiction, ~~nonfiction,~~non-fiction, culinary and reference titles ~~enjoyed by~~to readers throughout the world. Our distinguished author list includes ten Nobel Prize winners, ~~forty-eight~~forty-nine Pulitzer Prize winners, and ~~fifteen~~twenty-six National Book Award winners. We are home to popular characters and titles such as Curious George, Carmen Sandiego,The Lord of the Rings, The Whole30,The Best American Series, the Peterson Field Guides, CliffsNotes, andThe Polar Express, and published distinguished authors such as ~~Philip Roth,~~Tim O’Brien, Temple Grandin, Tim ~~O’Brien, Amos Oz,~~Ferriss, Kwame Alexander, Lois Lowry, and Chris Van Allsburg.

We sell our products and services across multiple media and distribution channels. Leveraging our portfolio of content, including some of our best-known children’s brands and titles, such as Carmen Sandiego and Curious George, we have created interactive digital content, mobile applications and educational games that can be used by families at home or on the go.

Our digital products portfolio, combined with our content development or distribution agreements with recognized technology leaders such as Apple, Google, Intel and Microsoft, enable us to bring our next-generation educational solutions and content to learners across virtually all platforms and devices. Additionally, we believe our technology and development capabilities allow us to enhance content engagement and effectiveness with embedded assessment, interactivity and personalized adaptable content as well as increased accessibility.

~~The consolidated financial statements of HMH include the accounts of all of our wholly-owned subsidiaries for all periods presented.~~

The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. Certain information and footnote disclosures normally included in our annual financial statements prepared in accordance with GAAP have been condensed or omitted consistent with Article 10 of RegulationS-X. In the opinion of management, our unaudited consolidated financial statements and accompanying notes include all adjustments (consisting of normal recurring adjustments) considered necessary by management to fairly state the results of operations, financial position and cash flows for the interim periods presented. Interim results of operations are not necessarily indicative of the results for the full year or for any future period. These financial statements should be read in conjunction with the annual financial statements and the notes thereto also included in our ~~annual report~~Annual Report on Form10-K for the fiscal year ended December 31, ~~2018.~~

~~We expect our net cash provided by~~2019. Our accompanying consolidated financial statements include the results of operations combined with our cash and cash equivalents and borrowing availability under our revolving credit facility to provide sufficient liquidity to fund our current obligations, capital spending, debt service requirements and working capital requirements over at least the next twelve months.

~~The ability~~ of the Company ~~to fund planned operations is based on assumptions which involve significant judgment~~ and ~~estimates of future revenues, capital spend~~our wholly-owned subsidiaries. All material intercompany accounts and ~~other operating costs. If necessary, management will take steps intended to improve the Company’s financial position and liquidity.~~transactions are eliminated in consolidation.

Seasonality and Comparability

Our net sales, operating profit or loss and net cash provided by or used in operations are impacted by the inherent seasonality of the academic calendar, which typically results in a cash flow usage in the first half of the year and a cash flow generation in the second half of the year. Consequently, the performance of our businesses may not be comparable quarter to consecutive quarter and should be considered on the basis of results for the whole year or by comparing results in a quarter with results in the same quarter for the previous year.

Approximately ~~85%~~87% of our net sales for the year ended December 31, ~~2018~~2019 were derived from our Education segment, which is a markedly seasonal business. Schools conduct the majority of their purchases in the second and third quarters of the calendar year in preparation for the beginning of the school year. Thus, for the years ended December 31, 2019, 2018 ~~2017~~ and ~~2016,~~2017, approximately 67% of our consolidated net sales were realized in the second and third quarters. Sales ofK-12 instructional materials and customized testing products are also cyclical with some years offering more sales opportunities than others in light of the state adoption calendar. The amount of funding available at the state level for educational materials also has a significant effect onyear-to-year net sales. Although the loss of a single customer would not have a material adverse effect on our business, schedules of school adoptions and market acceptance of our products can materially affectyear-to-year net sales performance.

2.	Impact of the COVID-19 Pandemic

The unprecedented and rapid spread of COVID-19 and the resulting social distancing measures, including business and school closures implemented by federal, state and local authorities, have significantly reduced recent customer demand for, disrupted portions of our supply chain and warehousing operations and our ability to deliver our educational solutions and services. We are monitoring indicators of demand recovery, including our sales pipeline, customer orders and product shipments, as well as observing the impact to state revenues and related educational budgets to ascertain an estimate of the full-year impact; however, the length and severity of the reduction in demand due to the pandemic is uncertain. Accordingly, we expect that our second quarter ending June 30, 2020 will be severely impacted.

While we are planning for a demand recovery this summer as our customers prepare for the upcoming 2020-2021 school year, the exact timing and pace of recovery is uncertain given the significant disruption of the pandemic on the operations of our customers. Our expense management and liquidity measures may be modified as we obtain additional clarity on the timing of customer demand recovery.

In response to these developments, we have implemented measures to help mitigate the impact on our financial position and operations. These measures include, but are not limited to, the following:

Expense Management. With the reduction in net sales, we have, and will continue to implement cost saving initiatives, including:

•

director, executive and senior leadership salary reductions, and for the majority of employees, a four-day work week with associated labor cost reductions;

•

a freeze on spending not directly tied to near-term billings, including a reduction in all discretionary spending such as marketing, advertising, travel, and office supplies; and

•

temporary closures of warehousing and distribution centers.

Balance Sheet, Cash Flow and Liquidity. In addition to the expense management actions noted above, we have taken the following actions to increase liquidity and strengthen our financial position.

•

borrowed $150 million of our asset-backed credit facility as a pre-emptive measure to mitigate against capital market disruptions;

•

reduced inventory purchasing;

•

deferred long-term capital projects not directly contributing to billings in 2020; and

•

deferred the payment of our employer payroll taxes allowed under the Coronavirus Aid, Relief, and Economic Security (CARES) Act.

After reviewing whether conditions and/or events raise substantial doubt about our ability to meet future financial obligations over the next twelve months, including consideration of our recent actions, we have concluded our net cash provided by operations combined with our cash and cash equivalents and borrowing availability under our revolving credit facility will provide sufficient liquidity to fund our current obligations, capital spending, debt service requirements and working capital requirements over at least the next twelve months. Our primary credit facilities do not require us to comply with financial maintenance covenants.

The ability of the Company to fund planned operations is based on assumptions which involve significant judgment and estimates of future revenues, capital spend and other operating costs. Our current assumptions are that businesses will reopen for selling and school districts will gradually resume purchasing during the second quarter of 2020 and most or all will become fully operational, either in-person or virtually, by the third quarter of 2020. We have performed a sensitivity analysis on these assumptions to forecast the impact of a slower-than-anticipated recovery and believe we can take additional financial and operational actions to mitigate the impact of lower billings than our current plans assume. These actions include additional expense reductions, asset sales, and capital raising activities including utilization of opportunities provided under the CARES Act.

Valuation of Goodwill, Indefinite-Lived Intangible Assets and Long-Lived Assets

We perform a fair value-based impairment test to the carrying value of goodwill and indefinite-lived intangible assets on an annual basis (as of October 1) and, if certain events or circumstances indicate that an impairment loss may have been incurred, on an interim basis. Our fourth quarter 2019 quantitative impairment tests of goodwill and indefinite-lived intangible assets indicated that there was no indication of impairment as the fair value exceeded our carrying value.

During the three months ended March 31, 2020, our stock price declined to historical lows since our 2013 initial public offering. We determined that the significant decline in our market capitalization and broader economic downturn arising from the COVID-19 pandemic was a triggering event and an indicator that it was more likely than not that the carrying value of goodwill exceeded its fair value. Therefore, we concluded that quantitative analyses were required to be performed due to the triggering event occurring during the quarter.

Goodwill is allocated entirely to our Education reporting unit.We utilized an implied market value method under the market approach to calculate the fair value of the Education reporting unit as of March 31, 2020, which we determined was the best approximation of fair value of the Education reporting unit in the current social and economic environment. We have previously used a combination of the implied market value method and guideline public company method approach. The relevant inputs, estimates and assumptions used in the valuation include our market capitalization as of March 31, 2020, selection of a control premium, and the determination of appropriate market comparables to value the HMH Books & Media reporting unit, as well as the fair value of individual assets and liabilities. Based on our interim impairment assessment as of March 31, 2020, we have concluded that our goodwill, which is wholly attributed to the Education reporting unit, has been impaired and, accordingly, have recorded a goodwill impairment charge of $262.0 million.

Additionally, as a result of the triggering events identified in the quarter, we initially performed quantitative impairment analyses over our indefinite-lived intangible assets and long-lived assets. With regards to indefinite-lived intangible assets, which includes the Houghton Mifflin Harcourt tradename at March 31, 2020, the recoverability is evaluated using a one-step process whereby we determine the fair value by asset and then compare it to its carrying value to determine if the asset is impaired. We estimated the fair value by preparing a relief-from-royalty discounted cash flow analysis using forward looking revenue projections. The significant assumptions used in discounted cash flow analysis include: future net sales, a long-term growth rate, a royalty rate and a discount rate used to present value future cash flows and the terminal value of the Education reporting unit. The discount rate is based on the weighted-average cost of capital method at the date of the evaluation. The fair value of the indefinite-lived intangible assets was in excess of its carrying value by approximately 12% as of March 31, 2020, and substantially exceeded its carrying value as of October 1, 2019. Adverse changes in our revenue forecast attributable to the indefinite-lived tradename could give rise to an impairment. We also performed an impairment test on our long-lived assets using an undiscounted cash flow model in determining the fair value, which was then compared to book value of the asset groups evaluated. Estimates and significant assumptions included in the long-lived asset impairment analysis included identification of the primary asset in each asset group and undiscounted cash flow projections. We concluded that our indefinite-lived intangible assets and long-lived assets are not impaired based on the results of the quantitative analyses performed.

We will continue to monitor and evaluate the carrying value of goodwill. Depending on how long the economic and social conditions resulting from COVID-19 exist and its future impact on state and local budgets with regards to educational spending, as well as discretionary consumer spending, we may be subject to further impairments in the future.

3.	Significant Accounting Policies and Estimates

Our financial results are affected by the selection and application of accounting policies and methods. ~~Except for the adoption of the new lease accounting standard discussed below, there~~There were no material changes during the three months ended March 31, ~~2019~~2020 due to the application of significant accounting policies and estimates as described in our audited consolidated financial statements, which were included in our Annual Report onForm 10-K for the fiscal year ended December 31, ~~2018.~~2019.

~~Adoption~~We evaluate our estimates, judgments and methodologies. We base our estimates on historical experience and on various other assumptions that we believe are reasonable, the results of ~~New Lease Accounting Standard~~

~~On January 1, 2019, we adopted~~which form the basis for making judgments about the carrying values of assets, liabilities and equity and the amount of revenues and expenses. The full extent to which the COVID-19 pandemic will directly or indirectly impact our business, results of operations and financial condition will depend on future developments that are highly uncertain, including as a result of new ~~lease accounting standard using~~information that may emerge concerning COVID-19 and the ~~modified retrospective method.~~actions taken to contain it or treat it, as well as the economic impact on local, regional, national and international customers and markets. We applied the guidance to each lease as of January 1, 2019 with a cumulative effect adjustment to the opening balance of accumulated deficit as of that date. The standard requires lessees to recognize a lease liability and a right of use asset on the balance sheet for operating leases. Right of use assets represent our right to use an underlying asset for the lease term, and lease liabilities represent our obligation to make lease payments arising from the lease. Right of use assets and lease liabilities are recognized at the lease commencement date based on the estimated present value of lease payments over the lease term. Accounting for finance leases is substantially unchanged.

Prior comparative periods were not adjusted under this method. In addition, we elected the package of practical expedients permitted under the transition guidance within the new standard, which allowed us to not reassess whether any expired or existing contracts are or contain leases, carry forward the historical lease classification and to not reassess initial direct costs for any existing leases. We did not elect the hindsight practical expedient to determine the lease term for existing leases. Upon implementationhave made estimates of the ~~new guidance, we have elected the practical expedients~~impact of COVID-19 within our financial statements and there may be changes to ~~combine lease andnon-lease~~ ~~components, and to not recognize right of use assets and lease liabilities for short-term leases.~~those estimates in future periods. Actual results may differ from these estimates.

Recent Accounting Standards

Recent accounting pronouncements, not included below, are not expected to have a material impact on our consolidated financial position or results of operations.

Recently Issued Accounting Standards

In ~~January 2017,~~December 2019, the Financial Accounting Standards Board (“FASB”) issued new guidance to simplify the accounting for income taxes by removing certain exceptions to the general principles, including simplification of areas such as franchise taxes, step-up in tax basis of goodwill, intraperiod allocations, separate entity financial statements and interim recognition of enactment of tax laws or rate changes. The standard will be effective in 2021, with early adoption permitted. We are currently evaluating the impact of adopting this new accounting guidance, but do not expect it to have a material impact on our consolidated financial statements.

Recently Adopted Accounting Standards

In August 2018, the FASB issued new guidance on a customer's accounting for implementation, set-up, and other upfront costs incurred in a cloud computing arrangement that is hosted by the vendor (i.e., a service contract). Under the new guidance, customers will apply the same criteria for capitalizing implementation costs as they would for an arrangement to develop or obtain internal use software. Accordingly, the guidance requires a customer to determine the stage of a project that the implementation activity relates to and the nature of the associated costs in order to determine whether those costs should be expensed as incurred or capitalized. The guidance also requires the customer to amortize the capitalized implementation costs as an expense over the term of the hosting arrangement. We adopted the guidance on January 1, 2020. The adoption of this guidance did not have a material impact on our consolidated financial statements.

In January 2017, the FASB issued updated guidance to simplify the test for goodwill impairment by the elimination of Step 2 in the determination on whether goodwill should be considered impaired. The annual assessments are still required to be completed. ~~The guidance will be effective in 2020, with early adoption permitted. We do not expect that the adoption of this guidance will have a material impact on our consolidated financial statements.~~

~~Recently Adopted Accounting Standards~~

In February 2016, the FASB issued guidance that primarily requires lessees to recognize most leases on their balance sheets but record expenses on their income statements in a manner similar to current accounting. We adopted the guidance on January 1, 2019 using the modified retrospective method, and did not adjust comparative periods or modify disclosures in those comparative periods. We recognized right of use assets and lease liabilities on January 1, 2019. The new guidance provides a number of optional practical expedients in transition. We elected the package of practical expedients, which among other things, allowed the carryforward of the historical lease classification. Further, we elected the practical expedients to combine lease and~~non-lease~~ components, and to not recognize right of use assets and lease liabilities for short-term leases. We have identified appropriate changes to our accounting policies, information technology systems, business processes, and related internal controls to support recognition and disclosure requirements under the new guidance. The adoption of this guidance impacted our consolidated balance sheets due to the recognition of the lease rights and obligations related to our office space, automobile fleet and office equipment leases as assets and liabilities of approximately $148.0 million and $161.0 million, respectively. The adjustment to accumulated deficit of approximately $0.7 million related to a previously recorded deferred gain on the sale leaseback of a warehouse. The impact on our results of operations and cash flows was not material.2020.

In ~~May 2014,~~June 2016, the FASB issued new guidance ~~related to revenue recognition. This new accounting standard replaced most current U.S. GAAP guidance~~that requires credit losses on this topic and eliminated most industry-specific guidance. The new revenue recognition standard provides a unified model to determine when and how revenue is recognized. The core principle is that an entity should

~~recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects~~financial assets measured at amortized cost basis to be ~~entitled in exchange for those goods or services. Entities had~~presented at the ~~choice~~net amount expected to be collected, not based on incurred losses, as well as additional disclosures. The estimate of ~~adopting the new standard either retrospectively to all periods presented in the financial statements (the full retrospective method) or~~expected credit losses should consider historical information, current information, as ~~a cumulative-effect adjustment~~well as reasonable and supportable forecasts, including estimates of ~~the date of adoption (modified retrospective method) in the year of adoption without applying to comparative periods financial statements.~~prepayments. We adopted the guidance on January 1, ~~2018 applying the modified retrospective method.~~

~~In March 2017, the FASB issued guidance to improve the presentation of net periodic pension cost and net periodic post-retirement benefit cost.~~2020. The changes to the guidance required employers to report the service cost component in the same line item as other compensation costs arising from services rendered by employees during the reporting period. The other components of net benefit costs have been presented in the income statement separately from the service cost and outside of a subtotal of income from operations. The guidance became effective January 1, 2018 and the adoption of ~~the~~this guidance did not have a material impact on our consolidated financial statements.

~~In November 2016,~~We are exposed to credit losses primarily through our accounts receivable. We develop estimates to reflect the ~~FASB issued guidance~~risk of credit loss which are based on ~~restricted cash, which required amounts generally described as restricted cash~~an evaluation of accounts receivable aging, prior collection experience, current conditions and ~~restricted cash equivalents be included with cash~~reasonable and ~~cash equivalents~~supportable forecasts of the economic conditions that will exist through the contractual life of the financial asset. We write off the asset when ~~reconciling~~it is no longer deemed collectible. We monitor our ongoing credit exposure through an active review of collection trends. Our activities include monitoring the ~~total beginning~~timeliness of payment collection and ~~ending amounts~~performing timely account reconciliations. At March 31, 2020, we reported allowances for doubtful accounts of $3.5 million, compared to $3.0 million at December 31, 2019, reflecting an increase of $0.7 million, net of write-offs of $0.2 million for the ~~periods shown on the statement of cash flows. The guidance became effective January 1, 2018 using a retrospective transition method~~three months ended March 31, 2020.

We are also exposed to ~~each period presented. The adoption of the guidance did not have a material impact~~losses on our ~~consolidated financial statements.~~

~~In August 2016, the FASB issued a guidance update~~royalty advances. Royalty advances to ~~classifications~~authors are capitalized and represent amounts paid in advance of certain cash receipts and cash payments on the Statement of Cash Flows with the objective of reducing the existing diversity in practice. This updated guidance addresses the following eight specific cash flow issues: debt prepayment or debt extinguishment costs; settlement of~~zero-coupon~~ debt instruments or other debt instruments with coupon interest rates that are insignificant in relation to the effective interest rate of the borrowing; contingent consideration payments made after a business combination; proceeds from the settlement of insurance claims; proceeds from the settlement of corporate-owned life insurance policies (including bank-owned life insurance policies); distributions received from equity method investees; beneficial interests in securitization transactions; and separately identifiable cash flows and application of the predominance principle. The guidance became effective January 1, 2018 and the adoption of the guidance did not have a material impact on our consolidated financial statements.

4.	~~Acquisitions~~

~~On January 14, 2019, we completed the acquisition of certain assets of PV Waggle LLC, which comprised aweb-based~~ ~~adaptive learning solution providing Math and ELA instruction for students in grades2-8~~ for a total purchase price of approximately $5.4 million. The transaction was accounted for under the acquisition method of accounting. Goodwill, other intangible assets and other liabilities recorded as part of the acquisition totaled approximately $0.7 million, $5.2 million and $0.5 million, respectively. The other intangible assets represent developed technology and were valued using a replacement cost approach.

5.	~~Discontinued Operations~~

On October 1, 2018, we completed the previously announced sale of all the assets, including intellectual property, used primarily in our Riverside clinical and standardized testing business (“Riverside Business”) for cash consideration received of $140.0 million and the purchaser’s assumption of all liabilities relating to the Riverside Business subject to specified exceptions. Net proceeds from the sale after the payment of transaction costs were approximately $135.0 million with a~~post-tax~~ book gain on sale of approximately $30.5 million. The gain was recorded in the fourth quarter of 2018 as the transaction closed on October 1, 2018. The tax gain on the sale was offset by 2018 losses. The results of the Riverside Business were previously reported in our Education segment. In connection with the sale of ~~the Riverside Business,~~an author’s product and are recovered as earned. As advances are recorded, a partial reserve may be recorded immediately based primarily upon historical sales experience. Additionally, advances are evaluated periodically to determine if they are expected to be recovered on a title-by-title basis. Any portion of a royalty advance that is not expected to be recovered is fully reserved. At March 31, 2020, we ~~entered into~~reported a ~~Transition Services Agreement (TSA) with the purchaser whereby we will perform certain support functions~~reserve for ~~a period~~royalty advances of ~~up to 18 months subsequent to October 1, 2018.~~

Upon the signing of the asset purchase agreement on September 12, 2018, the Riverside Business qualified as a discontinued operation, and goodwill originally included in the Education reportable segment was transferred to the Riverside Business. The amount of transferred goodwill was $67.0$123.9 million, ~~and was determined using the relative fair value method. The relative fair value was determined based on the purchase price of the Riverside Business~~ compared to $119.7 million at December 31, 2019, reflecting an increase of $4.2 million for the Education reportable segment fair value. The Education reportable segment fair value was based primarily on the market value of the overall Company at the date that the Riverside Business qualified as a discontinued operation. The allocation also required the assessment for impairment for each of the Riverside Business and Education reportable segment’s goodwill and indefinite-lived intangible assets carrying values. No impairment was deemed to exist.three months ended March 31, 2020.

~~Selected financial information of the Riverside Business included in income from discontinued operations is as follows:~~

   Three Months
Ended March 31,
2018
Net sales
   $ 20,009
Costs
   12,503
Amortization
   1,470


Income from discontinued operations before taxes
   $ 6,036
Income tax expense
   1,461


Income from discontinued operations, net of tax
   $ 4,575

Inventories

Inventories consisted of the following:


	March 31, 2019		December 31, 2018		March 31, 2020		December 31, 2019
Finished goods	$	250,056	$	162,890	$	258,161	$	203,103
Raw materials		11,868		21,319		7,203		9,956

Inventories	$	261,924	$	184,209	$	265,364	$	213,059

Contract Assets, Contract Liabilities and Deferred Commissions

Contract assets consist of unbilled amounts at the reporting date and are transferred to accounts receivable when the rights become unconditional. Contract assets are included in prepaid expenses and other assets on our consolidated balance sheets. Contract liabilities consist of deferred revenue (current and long-term). The following table presents changes in contract assets and contract liabilities during the three months ended March 31, ~~2019:~~2020:


	March 31, 2019		December 31, 2018		$ Change			% Change			March 31, 2020		December 31, 2019		$ Change			% Change
Contract assets	$	298	$	74	$	224			NM		$	294	$	109	$	185		NM
Contract liabilities (deferred revenue)	$	607,763	$	647,444	$	(39,681	)		(6.1	)%	$	788,577	$	848,106	$	(59,529	)		(7.0	%)

NM = not meaningful

The ~~$39.5~~$59.3 million net decrease in our ~~net~~ contract assets and liabilities from December 31, ~~2018~~2019 to March 31, ~~2019~~2020 was primarily due to the satisfaction of performance obligations related to physical and digital products, and services during the ~~period and lower net sales being deferred in the period attributed to the seasonal nature of our business.~~period.

During the three months ended March 31, ~~2019~~2020 and ~~2018,~~2019, we recognized the following net sales as a result of changes in the contract ~~asset~~assets and contract liabilities balances:

						Three Months Ended
						March 31,
	Three Months Ended March 31, 2019		Three Months Ended March 31, 2018			2020	2019
Net sales recognized in the period from:
Amounts included in contract liabilities at the beginning of the period	$	48,529	$	47,074	$	79,205	$	48,529

As of March 31, ~~2019,~~2020, the aggregate amount of the transaction price allocated to the remaining performance obligations, which includes deferred revenue and open orders, was ~~$653.5~~$857.7 million, and we will recognize approximately ~~80%~~73% to net sales over the next 1 to 3 years.

~~Prior to the adoption of the new revenue standard, we expensed~~We capitalize incremental commissions paid to sales representatives for obtaining product sales as well as service ~~contracts. We expect that the costs are recoverable, and under the new standard, we capitalize these incremental costs of obtaining customer~~ contracts unless the capitalization and amortization of such costs are not expected to have a material impact on the financial statements. Applying the practical expedient within the accounting guidance, we recognize sales commission expense when incurred if the amortization period of the assets that we otherwise would have recognized is one year or less. We had deferred commissions in the amount of ~~$21.9~~$28.4 million at March 31, ~~2019~~2020 and amortized ~~$1.3~~$1.1 million and ~~$1.1~~$1.3 million during the three months ended March 31, ~~2019~~2020 and ~~2018,~~2019, respectively. The amortization is included in selling and administrative expenses.

Goodwill and Other Intangible Assets

Goodwill and other intangible assets consisted of the following:


	March 31, 2019							December 31, 2018							March 31, 2020							December 31, 2019
	Cost		Accumulated Amortization			Total		Cost		Accumulated Amortization			Total		Cost		Accumulated Amortization			Total		Cost		Accumulated Amortization			Total
Goodwill	$	716,845	$	—		$	716,845	$	716,073	$	—		$	716,073	$	454,977	$	—		$	454,977	$	716,977	$	—		$	716,977

Trademarks and tradenames: indefinite-lived	$	161,000	$	—		$	161,000	$	161,000	$	—		$	161,000	$	161,000	$	—		$	161,000	$	161,000	$	—		$	161,000
Trademarks and tradenames: definite-lived		164,130		(30,804	)		133,326		164,130		(28,087	)		136,043		164,130		(42,564	)		121,566		164,130		(38,948	)		125,182
Publishing rights		1,180,000		(1,120,474	)		59,526		1,180,000		(1,112,869	)		67,131		1,180,000		(1,145,251	)		34,749		1,180,000		(1,139,426	)		40,574
Customer related and other		449,840		(291,729	)		158,111		444,640		(287,922	)		156,718		449,840		(305,028	)		144,812		449,840		(302,371	)		147,469

Other intangible assets, net	$	1,954,970		(1,443,007	)	$	511,963	$	1,949,770		(1,428,878	)	$	520,892	$	1,954,970	$	(1,492,843	)	$	462,127	$	1,954,970	$	(1,480,745	)	$	474,225

The change in the carrying amount of goodwill for the three months ended March 31, ~~2019~~2020 is as follows:

Balance at December 31, 2018
   $ 716,073
Acquisitions
   772


Balance at March 31, 2019
   $ 716,845

Balance at December 31, 2019	$	716,977
Impairment		(262,000	)
Balance at March 31, 2020	$	454,977

Refer to Note 2 for a discussion of the valuation of goodwill, indefinite-lived intangible assets and long-lived assets along with the triggering event which resulted in a goodwill impairment of $262.0 million for three months ended March 31, 2020.

Amortization expense for definite-lived trademarks and tradenames, publishing rights and customer related and other intangibles were ~~$14.1~~$12.1 million and ~~$17.0~~$14.1 million for the three months ended March 31, 2020 and 2019, ~~and 2018,~~ respectively.

Debt

Our debt consisted of the following:

					March 31, 2020			December 31, 2019
$380,000 term loan due November 22, 2024, interest payable quarterly (net of discount and issuance costs)					$	357,480		$	361,294
$306,000 senior secured notes due February 15, 2025, interest payable semi-annually (net of discount and issuance costs)						296,320			295,893
	March 31, 2019		December 31, 2018			653,800			657,187
$800,000 term loan due May 29, 2021, interest payable quarterly (net of discount and issuance costs)	$	762,513	$	763,649
Less: Current portion of long-term debt		8,000		8,000		(19,000	)		(19,000	)

Total long-term debt, net of discount and issuance costs	$	754,513	$	755,649	$	634,800		$	638,187

Revolving credit facility	$	—	$	—	$	150,000		$	—

Senior Secured Notes

On November 22, 2019, we completed the sale of $306.0 million in aggregate principal amount of 9.0% Senior Secured Notes due 2025 (the “notes”) in a private placement to qualified institutional buyers under Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and to persons outside the United States pursuant to Regulation S under the Securities Act. The notes mature on February 15, 2025 and bear interest at a rate of 9.0% per annum. Interest is payable semi-annually in arrears on February 15 and August 15 of each year, beginning on February 15, 2020.

The notes were issued at a discount equal to 2.0% of the outstanding borrowing commitment. We may redeem all or a portion of the notes at redemption prices as described in the notes.

The notes do not require us to comply with financial maintenance covenants. We are currently required to meet certain incurrence based financial covenants as defined under our notes. The notes are subject to restrictions on our ability to incur additional indebtedness, issue certain preferred stock, redeem, purchase or retire subordinated debt, make certain investments, pay dividends or other amounts, enter into certain transactions with affiliates, merge or consolidate with another person, sell or otherwise dispose of all or substantially all of our assets, sell certain assets, including capital stock, designate our subsidiaries as unrestricted subsidiaries, redeem or repurchase capital stock or make other restricted payments, and incur certain liens. The notes are subject to customary events of default. If an event of default occurs and is continuing, the administrative agent may, or at the request of certain required lenders shall, accelerate the obligations outstanding under the notes.

Term Loan Facility

On ~~May 29, 2015,~~November 22, 2019, we entered into ana second amended and restated ~~$800.0 million~~ term loan credit ~~facility~~agreement for an aggregate principal amount of $380.0 million (the “term loan facility”). The term loan facility matures on May 29, 2021 and the interest rate is based on LIBOR plus 3.0% or an alternative base rate plus applicable margins. LIBOR is subject to a floor of 1.0% with the length of the LIBOR contracts ranging up to six months at the option of the Company.

The term loan facility is required to be repaid in quarterly installments of ~~$2.0~~approximately $4.8 million with the balance being payable on the maturity date. The term loan facility matures on November 22, 2024 and the interest rate per annum is equal to, at the option of the Company, either (a) LIBOR plus a margin of 6.25% or (b) an alternate base rate plus a margin of 5.25%. As of March 31, 2020, the interest rate on the term loan facility was 7.25%.

On July 27, 2017, the U.K. Financial Conduct Authority (the “FCA”) announced that it will no longer require banks to submit rates for the calculation of LIBOR after 2021. Our term loan facility provides that the administrative agent may determine that (i) adequate and reasonable means do not exist for ascertaining the LIBOR rate or (ii) the FCA or the government authority having jurisdiction over the administrative agent has made a public statement identifying a specific date after which the LIBOR rate shall no longer be ~~prepaid,~~used for determining interest rates for loans. If the administrative agent determines that (i) or (ii) above is unlikely to be temporary then the administrative agent and the Company will agree to transition to an alternate base rate or amend the term loan facility to establish an alternate rate of interest to LIBOR that gives due consideration to the then-prevailing market convention for determining a rate of interest for syndicated loans in ~~whole or in part,~~the United States at ~~any time, without premium.~~such time.

The term loan facility was issued at a discount equal to ~~0.5%~~4.0% of the outstanding borrowing commitment. As

The term loan facility contains customary mandatory prepayment requirements, including with respect to excess cash flow, proceeds from certain asset sales or dispositions of ~~March 31, 2019,~~property, and proceeds from certain incurrences of indebtedness. The term loan facility permits the ~~interest rate~~Company to voluntarily prepay outstanding amounts at any time without premium or penalty, other than customary breakage costs with respect to LIBOR loans; provided, however, that any voluntary prepayment in connection with certain repricing transactions that occur before the date that is twelve months after the closing of the term loan facility ~~was 5.5%.~~shall be subject to a prepayment premium of 1.00% of the principal amount of the amounts prepaid.

The term loan facility does not require us to comply with financial maintenance covenants. We are currently required to meet certain incurrence based financial covenants as defined under our term loan facility. The term loan facility is subject to usual and customary conditions, representations, warranties and covenants, including restrictions on additional indebtedness, liens, investments, mergers, acquisitions, asset dispositions, dividends to stockholders, repurchase or redemption of our stock, transactions with affiliates and other matters. The term loan facility is subject to customary events of default. If an event of default occurs and is continuing, the administrative agent may, or at the request of certain required lenders shall, accelerate the obligations outstanding under the term loan facility.

We are subject to an ~~annual~~ excess cash flow provision under our term loan facility which is predicated upon our leverage ratio and cash flow. ~~There was no payment required under the excess cash flow provision in 2019 and 2018.~~

Interest Rate Hedging

On August 17, 2015, we entered into interest rate derivative contracts with various financial institutions having an aggregate notional amount of $400.0 million to convert floating rate debt into fixed rate ~~debt and had $400.0 million outstanding as of March 31, 2019.~~

debt. We assessed at inception, andre-assess on an ongoing basis, whether the interest rate derivative contracts are highly effective in offsetting changes in the fair value of the hedged variable rate debt.

These interest rate swaps were designated as cash flow hedges and qualify for hedge accounting under the accounting guidance related to derivatives and hedging. Accordingly, we recorded an unrealized loss of ~~$1.3~~$0.3 million and ~~an unrealized gain of $3.5~~$1.3 million in our statements of comprehensive loss to account for the changes in fair value of these derivatives during the three months ended March 31, ~~2019~~2020 and ~~2018,~~2019, respectively. The corresponding ~~$1.1~~$1.3 million and ~~$2.4~~$1.0 million hedge ~~assets are~~liability is included within ~~long-term~~current other ~~assets~~liabilities in our consolidated balance sheet as of March 31, ~~2019~~2020 and December 31, ~~2018,~~2019, respectively.

In connection with the term loan facility on November 22, 2019, we incurred a change in the mix of floating rate debt versus fixed rate debt. As a result, the aggregate notional of our active interest rate derivative contracts designated as cash flow hedges exceeded the outstanding floating rate debt notional by approximately $29.5 million. To accommodate for this notional shortfall, we partially de-designated one of our active interest rate derivative contracts. This involved splitting the notional amount with one portion remaining designated under cash flow hedge accounting, and the remaining portion, with a $29.5 million notional, left undesignated. There were no changes made to the interest rate derivative contracts from an economic perspective; the notional split is accounting in nature only.

Beginning on November 22, 2019, the fair value changes on the undesignated portion of the swap flow through earnings, as opposed to being deferred as unrealized gains or losses in other comprehensive loss. The impact of this change on the financial statements as of March 31, 2020 was less than $0.1 million and was recorded in our consolidated statements of operations for the three months ended March 31, 2020. We had $370.5 million of interest rate derivative contracts outstanding as of March 31, 2020. The interest rate derivative contracts mature on July 22, ~~2020.~~2020 and are expected to impact earnings as unrealized losses are recognized.

Revolving Credit Facility

On ~~July~~November 22, ~~2015,~~2019, we entered into ana second amended and restated revolving credit ~~facility (the “revolving credit facility”). The revolving credit facility~~agreement that provides borrowing availability in an amount equal to the lesser of either $250.0 million or a borrowing base that is computed monthly or weekly and comprised of the Borrowers’ and the Guarantors’ (as such terms are defined below) eligible inventory and ~~receivables.~~receivables (the “revolving credit facility”). The revolving credit facility includes a letter of credit subfacility of $50.0 million, a swingline subfacility of $20.0 million and the option to expand the facility by up to $100.0 million in the aggregate under certain specified conditions. The revolving credit facility may be prepaid, in whole or in part, at any time, without premium.

The revolving credit facility requires the Company to maintain a minimum fixed charge coverage ratio of 1.0 to 1.0 on a trailing four-quarter basis only during certain periods commencing when excess availability under the revolving credit facility is less than certain limits prescribed by the terms of the revolving credit facility. The revolving credit facility is subject to usual and customary conditions, representations, warranties and covenants, including restrictions on additional indebtedness, liens, investments, mergers, acquisitions, asset dispositions, dividends to stockholders, repurchase or redemption of our stock, transactions with affiliates and other matters. The revolving credit facility is subject to customary events of default. If an event of default occurs and is continuing, the administrative agent may, or at the request of certain required lenders shall, accelerate the obligations outstanding under the revolving credit facility. As of March 31, ~~2019, no amounts are~~2020, we had $150.0 million outstanding on the revolving credit facility.

As of March 31, ~~2019,~~2020, the minimum fixed charge coverage ratio covenant under our revolving credit facility was not applicable, due to our level of borrowing availability. The minimum fixed charge coverage ratio, which is only tested in limited situations, is 1.0 to 1.0 through the end of the facility.

Guarantees

Under ~~both~~each of the notes, the term loan facility and the revolving credit ~~facility and the term loan~~ facility, Houghton Mifflin Harcourt Publishers Inc., ~~HMH Publishers LLC and~~ Houghton Mifflin Harcourt Publishing Company and HMH Publishers LLC are the borrowers (collectively, the “Borrowers”), and Citibank, N.A. acts as both the administrative agent and the collateral agent.

The obligations under the ~~revolving credit~~notes, the term loan facility and the ~~term loan~~revolving credit facility are guaranteed by the Company and each of its direct and indirectfor-profit domestic subsidiaries (other than the Borrowers) (collectively, the “Guarantors”) and are secured by all capital stock and other equity interests of the Borrowers and the Guarantors and substantially all of the other tangible and intangible assets of the Borrowers and the Guarantors, including, without limitation, receivables, inventory, equipment, contract rights, securities, patents, trademarks, other intellectual property, cash, bank accounts and securities accounts and owned real estate. The revolving credit facility is secured by first priority liens on receivables, inventory, deposit accounts, securities accounts, instruments, chattel paper and other assets related to the foregoing (the “Revolving First Lien Collateral”), and second priority liens on the collateral which secures the term loan facility on a first priority basis. The term loan facility is secured by first priority liens on the capital stock and other equity interests of the Borrowers and the Guarantors, equipment, owned real estate, trademarks and other intellectual property, general intangibles that are not Revolving First Lien Collateral and other assets related to the foregoing, and second priority liens on the Revolving First Lien Collateral.

~~10.~~

~~Leases~~9.

We lease property and equipment under finance and operating leases. We have operating leases for various office space and facilities, warehouse equipment, automobile fleet and office equipment that expire at various dates through 2023 and thereafter. For leases with terms greater than 12 months, we record the related asset and obligation at the present value of lease payments over the lease term. Many of our leases include rental escalation clauses, renewal options and/or termination options that are factored into our determination of lease payments when appropriate. For leases beginning in 2019 and later, we account for lease components (e.g., fixed payments including rent, real estate taxes and insurance costs) as combined with the~~non-lease~~ components (e.g., common-area maintenance costs). Our lease agreements do not contain any material residual value guarantees or material restrictive covenants. We sublease certain real estate office space to third parties. Our sublease portfolio consists of operating leases.

When available, we use the rate implicit in the lease to discount lease payments to present value; however, most of our leases do not provide a readily determinable implicit rate. Therefore, we must estimate our incremental borrowing rate to discount the lease payments based on information available at lease commencement. We give consideration to our recent debt issuances as well as publicly available data for instruments with similar characteristics when calculating our incremental borrowing rates.

~~Lease Position as of March 31, 2019~~

~~The table below presents the lease assets and liabilities recorded on the balance sheet.~~

Leases

Classification
   March 31, 2019
Assets

Operating lease assets
   Operating lease assets    $ 144,695


Total leased assets
      $ 144,695
Liabilities

Current

Operating
   Operating lease liabilities    $ 14,326
Noncurrent

Operating
   Operating lease liabilities    142,441


Total lease liabilities
      $ 156,767
Weighted average remaining lease term

Operating leases
      9.4 Years
Weighted average discount rate

Operating leases (1)
      12.23 %

~~(1)~~

~~Upon adoption of the new lease standard, discount rates used for existing leases were established at January 1, 2019.~~

~~Lease costs~~

Operating lease cost and sublease income totaled $9.6 million and $0.7 million, respectively, for the three months ended March 31, 2019. The net lease cost of $8.9 million is included in the selling and administrative line item in our consolidated statements of operations. Operating lease cost includes short term leases and variable lease costs, which are not material.

~~Undiscounted Cash Flows~~

~~The table below reconciles the undiscounted cash flows for each of the first five years and total of the remaining years to the operating lease liabilities recorded on the balance sheet.~~

Maturity of Lease Liabilities    Operating
Leases
2019
   $ 24,801
2020
   26,916
2021
   25,710
2022
   23,304
2023
   25,226
Thereafter
   161,774


Total lease payments
   $ 287,731
Less: interest
   130,964


Present value of lease liabilities
   $ 156,767

~~Other Information~~

~~The table below presents supplemental cash flow information related to leases during the three months ended March 31, 2019.~~

Cash paid for amounts included in the measurement of lease liabilities

Operating cash flows for operating leases
$ 9,025

~~Additional Lease Information Related to the Application of the Previous Lease Accounting Standard~~

As previously disclosed in our 2018 Annual Report on Form 10-K and under the previous lease accounting standard, the future payments under operating lease agreements as of December 31, 2018 are as follows:

Operating
Leases

2019
   $ 32,694
2020
   26,889
2021
   26,118
2022
   24,549
2023
   27,469
Thereafter
   171,203


Total lease payments
   $ 308,922

~~11.~~

Restructuring, Severance and Other Charges

~~2017~~2019 Restructuring Plan

On anOctober 15, 2019, our Board of Directors approved changes connected with our ongoing ~~basis, we assess opportunities for improved operational effectiveness and efficiency and better alignment of expenses with net sales, while preserving~~strategic transformation to simplify our ability to make the investments in content and our people that we believe are important to our long-term success. As a result of these assessments, we undertook a restructuring initiative in order to enhance our growth potential and better position us for long-term success. This initiative is described below.

~~Beginning at the end of 2016, we worked with a third party consultant to review our operating~~business model and ~~organizational design in order to improve our operational efficiency, better focus on the needs of our customers~~accelerate growth. This includes new product development and~~right-size~~ ~~our cost structure to create long-term shareholder value.~~

In March 2017, we committed to certain operational efficiency and cost-reduction actions in order to accomplish these objectives (“2017 Restructuring Plan”). These actions included making organizational design changes across layers of the Company below the executive team and other~~right-sizing~~ ~~initiatives expected to result in reductions in force, consolidating and/or subletting certain office space under real estate leases~~ go-to-market capabilities, as well as the streamlining of operations company-wide for greater efficiency. These actions (the “2019 Restructuring Plan”) resulted in the net elimination of approximately 10% of HMH’s workforce, after taking into account new strategy-aligned positions that are expected to be added, and additional operating and capitalized cost reductions, including an approximately 20% reduction in previously planned content development expenditures over the next three years. These steps are intended to further simplify our business model while delivering increased value to customers, teachers and students. The workforce reductions were completed in the first quarter of 2020.

After considering additional headcount actions, implementation of the planned actions resulted in total charges of $15.8 million which was recorded in the fourth quarter of 2019. With respect to each major type of cost associated with such activities, substantially all costs were severance and other ~~potential operational efficiency~~termination benefit costs and ~~cost-reduction initiatives. We completed~~will result in cash expenditures.

There were 0 costs associated with the ~~organizational design change actions~~2019 Restructuring Plan in ~~2017~~our consolidated statements of operations for the three months ended March 31, 2020 and ~~the remaining actions in 2018.~~2019.

Our restructuring liabilities are ~~primarily~~ comprised of accruals for severance and termination ~~benefits and office space consolidation ($0.4 million and $6.4 million, respectively, as~~benefits. The following is a rollforward of ~~December 31, 2018).~~

~~In connection~~our liabilities associated with the ~~adoption of the new leasing standard on January 1,~~ 2019 ~~the restructuring liabilities related to office space consolidation were reclassed on the balance sheet as a reduction of operating lease assets.~~Restructuring Plan:

	2020
	Restructuring							Restructuring
	accruals at							accruals at
	December 31,				Cash			March 31,
	2019		Charges		payments			2020
Severance and termination benefits	$	11,649	$	—	$	(4,880	)	$	6,769
	$	11,649	$	—	$	(4,880	)	$	6,769

Severance and Other Charges

~~2019~~2020

Exclusive of the ~~2017~~2019 Restructuring Plan, during the three months ended March 31, 2020, $0.4 million of severance payments were made to employees whose employment ended in 2020 and prior years.

2019

During the three months ended March 31, 2019, $1.0 million of severance payments were made to employees whose employment ended in 2019 and prior years. Further, we recorded an expense in the amount of $1.2 million ~~to reflect costs for severance, which we expect to be paid over the next twelve months.~~

~~2018~~

Exclusive of the 2017 Restructuring Plan, during the three months ended March 31, 2018, $0.8 million of severance payments were made to employees whose employment ended in 2018 and prior years and $0.2 million of net payments ~~were made for office space no longer utilized by the Company as a result of prior savings initiatives. Further, we recorded an expense in the amount of $3.9 million~~ to reflect costs for severance, which have been fully paid.

A summary of the significant components of the severance/restructuring and other charges, which are not allocated to our segments and included in the Corporate and Other category, is as follows:


	2019										2020
	Severance/ other accruals at December 31, 2018			Severance/ other expense		Cash payments			Severance/ other accruals at March 31, 2019		Severance/ other accruals at December 31, 2019		Severance/ other expense		Cash payments			Severance/ other accruals at March 31, 2020
Severance costs	$	1,420		$	1,221	$	(1,044	)	$	1,597	$	758	$	—	$	(440	)	$	318
Other accruals		270	⁽¹⁾		—		—			—		—		—		—			—
											$	758	$	—	$	(440	)	$	318
	$	1,690		$	1,221	$	(1,044	)	$	1,597


	2018									2019
	Severance/ other accruals at December 31, 2017		Severance/ other expense		Cash payments			Severance/ other accruals at March 31, 2018		Severance/ other accruals at December 31, 2018			Severance/ other expense		Cash payments			Severance/ other accruals at March 31, 2019
Severance costs	$	341	$	3,943	$	(794	)	$	3,490	$	1,420		$	1,221	$	(1,044	)	$	1,597
Other accruals		1,299		—		(173	)		1,126		270	⁽¹⁾		—		—			—
										$	1,690		$	1,221	$	(1,044	)	$	1,867
	$	1,640	$	3,943	$	(967	)	$	4,616

(1)	In connection with the adoption of the new leasing standard on January 1, 2019, the restructuring liabilities related to office space consolidation were reclassed on the balance sheet as a reduction of operating lease assets.

The current portion of the severance and other charges was ~~$1.7~~$7.1 million and ~~$6.9~~$12.4 million ~~(inclusive of the 2017 Restructuring Plan)~~ as of March 31, ~~2019~~2020 and December 31, ~~2018,~~2019, respectively.

~~12.~~

10.

Income Taxes

The computation of the annual estimated effective tax rate at each interim period requires certain estimates and significant judgment, including, but not limited to, the expected operating income for the year, projections of the proportion of income earned and taxed in various jurisdictions, permanent and temporary differences and the likelihood of recovering deferred tax assets generated in the current year. The accounting estimates used to compute the provision for income taxes may change as new events occur, more experience is acquired, additional information is obtained or as the tax environment changes.

At the end of each interim period, we estimate the annual effective tax rate and apply that rate to our ordinary quarterly earnings. The amount of interim tax benefit recorded for theyear-to-date ordinary loss is limited to the amount that is expected to be realized during the year or recognizable as a deferred tax asset at year end. The tax expense or benefit related to significant, unusual or extraordinary items that will be separately reported or reported net of their related tax effect, are individually computed, and are recognized in the interim period in which those items occur. In addition, the effect of changes in enacted tax laws or rates or tax status is recognized in the interim period in which the change occurs.

For the three months ended March 31, ~~2019~~2020 and ~~2018,~~2019, we recorded an income tax benefit of approximately $8.5 million and an expense of ~~approximately~~ $6.5 million, respectively. An income tax benefit was recorded in the first quarter of 2020 and ~~$3.2 million, respectively.~~was due primarily to the book impairment on goodwill, which reduced the related deferred tax liabilities. For ~~all~~2020, our annual effective tax rate, exclusive of discrete items used to calculate the tax provision, is expected to be approximately (2.1)%. For 2019, our effective annual tax rate exclusive of discrete items was (4.9)%. For both periods, ~~the~~ income tax expense was ~~impacted by~~primarily attributed to movement in the deferred tax liability associated with tax amortization on indefinite-lived intangibles, state and foreign taxes, as well as the impact of certain discrete tax items, including the accrual of potential interest and penalties on uncertain tax positions. ~~Including the tax effects of these discrete tax items, the effective rate was (5.8)% and (3.2)% for the three months ended March 31, 2019 and 2018, respectively.~~

Reserves for unrecognized tax benefits, excluding accrued interest and penalties, were $15.7 million at both March 31, ~~2019~~2020 and December 31, ~~2018.~~2019.

~~13.~~

11.

Retirement and Postretirement Benefit Plans

We have a noncontributory, qualified defined benefit pension plan (the “Retirement Plan”), which covers certain employees. The Retirement Plan is a cash balance plan, which accrues benefits based on pay, length of service, and interest. The funding policy is to contribute amounts subject to minimum funding standards set forth by the Employee Retirement Income Security Act of 1974 and the Internal Revenue Code. The Retirement Plan’s assets consist principally of common stocks, fixed income securities, investments in registered investment companies, and cash and cash equivalents. We also have a nonqualified defined benefit plan, or nonqualified plan, that previously covered employees who earned over the qualified pay limit as determined by the Internal Revenue Service. The nonqualified plan accrues benefits for the participants based on the cash balance plan calculation. The nonqualified plan is not funded. We use a December 31 date to measure the pension and postretirement liabilities. In 2007, both the qualified and nonqualified pension plans eliminated participation in the plans for new employees hired after October 31, 2007.

We recognize the funded status of defined benefit pension and other postretirement plans as an asset or liability in the balance sheet and recognize actuarial gains and losses and prior service costs and credits in other comprehensive ~~income (loss)~~loss and subsequently amortize those items in the statement of operations.

Net periodic benefit (credit) cost for our pension and other postretirement benefit plans consisted of the following:


	Pension Plans						Pension Plans
	Three Months Ended March 31,						Three Months Ended March 31,
	2019			2018			2020			2019
Interest cost	$	1,511		$	1,325		$	1,097		$	1,511
Expected return on plan assets		(1,918	)		(1,995	)		(1,855	)		(1,918	)
Amortization of net loss		251			354			581			251

Net periodic benefit (credit) cost	$	(156	)	$	(316	)

Net periodic benefit credit							$	(177	)	$	(156	)

	Other Post Retirement Plans
	Three Months Ended March 31,
	2020			2019
Service cost	$	17		$	15
Interest cost		107			145
Amortization of prior service cost		11			10
Amortization of net loss		(2	)		(40	)
Net periodic benefit cost	$	133		$	130

   Other Post Retirement Plans
   Three Months Ended
March 31,
   2019    2018
Service cost
   $ 15    $ 32
Interest cost
   145    168
Amortization of prior service cost
   10    (172 )
Amortization of net loss
   (41 )    —




Net periodic benefit cost (credit)
   $ 129    $ 28

There were no0 contributions to the pension plans ~~for~~during the three months ended March 31, ~~2019~~2020 and ~~2018, and we do not expect to make a contribution to the pension plans during~~ 2019.

~~14.~~

12.

Fair Value Measurements

The accounting standard for fair value measurements, among other things, defines fair value, establishes a consistent framework for measuring fair value and expands disclosure for each major asset and liability category measured at fair value on either a recurring or nonrecurring basis. The accounting standard establishes a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value as follows:

Level 1

Observable input such as quoted prices in active markets for identical assets or liabilities;

Level 2

Observable inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and

Level 3

Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

Assets and liabilities measured at fair value are based on one or more of three valuation techniques identified in the tables below. Where more than one technique is noted, individual assets or liabilities were valued using one or more of the noted techniques. The valuation techniques are as follows:

^(a)

Market approach: Prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities;

^(b)

Cost approach: Amount that would be currently required to replace the service capacity of an asset (current replacement cost); and

^(c)

Income approach: Valuation techniques to convert future amounts to a single present amount based on market expectations (including present value techniques).

On a recurring basis, we measure certain financial assets and liabilities at fair value, including our money market funds, short-term investments which consist of U.S. treasury securities and U.S. agency securities, foreign exchange forward contracts, and interest rate derivatives contracts. The accounting standard for fair value measurements defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. In determining fair value, we utilize valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible as well as consider counterparty and its credit risk in its assessment of fair value.

Financial Assets and Liabilities

The following tables present our financial assets and liabilities measured at fair value on a recurring basis:


	March 31, 2019		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Valuation Technique			March 31, 2020		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Valuation Technique
Financial assets
Money market funds	$	51,094	$	51,094	$	—		(a	)	$	235,232	$	235,232	$	—	(a)
U.S. agency securities		9,999		—		9,999		(a	)
Interest rate derivatives		1,071		—		1,071		(a	)

	$	62,164	$	51,094	$	11,070
										$	235,232	$	235,232	$	—
Financial liabilities
Interest rate derivatives										$	1,423	$	—	$	1,423	(a)
Foreign exchange derivatives	$	602	$	—	$	602		(a	)		284		—		284	(a)
										$	1,707	$	—	$	1,707
	$	602	$	—	$	602		(a	)


	December 31, 2018		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Valuation Technique			December 31, 2019		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Valuation Technique
Financial assets
Money market funds	$	228,587	$	228,587	$	—		(a	)	$	276,654	$	276,654	$	—	(a)
U.S. treasury securities		24,939		24,939		—		(a	)
U.S. agency securities		24,894		—		24,894		(a	)
Interest rate derivatives		2,382		—		2,382		(a	)

	$	280,802	$	253,526	$	27,276
										$	276,654	$	276,654	$	—
Financial liabilities
Interest rate derivatives										$	986	$	—	$	986	(a)
Foreign exchange derivatives	$	534	$	—	$	534		(a	)		127		—		127	(a)
										$	1,113	$	—	$	1,113
	$	534	$	—	$	534

Our money market funds ~~and U.S. treasury securities~~ are classified within Level 1 of the fair value hierarchy because they are valued using quoted prices in active markets for identical instruments. ~~Our U.S. agency securities are classified within Level 2 of the fair value hierarchy because they are valued using other than quoted prices in active markets.~~ In addition to ~~$51.1~~$235.2 million and ~~$228.6~~$276.7 million invested in money market funds as of March 31, ~~2019~~2020 and December 31, ~~2018,~~2019, respectively, we had ~~$23.1~~$19.4 million and ~~$24.8~~$19.7 million of cash invested in bank accounts as of March 31, ~~2019~~2020 and December 31, ~~2018,~~2019, respectively.

Our foreign exchange derivatives consist of forward contracts and are classified within Level 2 of the fair value hierarchy because they are valued based on observable inputs and are available for substantially the full term of our derivative instruments. We use foreign exchange forward contracts to fix the functional currency value of forecasted commitments, payments and receipts. The aggregate notional amount of the outstanding foreign exchange forward contracts was ~~$15.2~~$13.0 million and ~~$15.7~~$15.2 million at March 31, ~~2019~~2020 and December 31, ~~2018,~~2019, respectively. Our foreign exchange forward contracts contain netting provisions to mitigate credit risk in the event of counterparty default, including payment default and cross default. At March 31, ~~2019~~2020 and December 31, ~~2018,~~2019, the fair value of our counterparty default exposure was less than $1.0 million and spread across several highly rated counterparties.

Our interest rate derivatives are classified within Level 2 of the fair value hierarchy because they are valued based on observable inputs and are available for substantially the full term of our derivative instruments. Our interest rate risk relates primarily to U.S. dollar borrowings, partially offset by U.S. dollar cash investments. We have historically used interest rate derivative instruments to manage our earnings and cash flow exposure to changes in interest rates by converting floating-rate debt into fixed-rate debt. The aggregate notional amount of the outstanding interest rate derivative instruments was ~~$400.0~~$370.5 million as of March 31, ~~2019.~~2020. We designate these derivative instruments either as fair value or cash flow hedges under the accounting guidance related to derivatives and hedging. We record changes in the value of fair value hedges in interest expense, which is generally offset by changes in the fair value of the hedged debt obligation. Interest payments made or received related to our interest rate derivative instruments are included in interest expense. We record the effective portion of any change in the fair value of derivative instruments designated as cash flow hedges as unrealized gains or losses in other comprehensive ~~income (loss),~~loss, net of tax, until the hedged cash flow occurs, at which point the effective portion of any gain or loss is reclassified to earnings. In the event the hedged cash flow does not occur, or it becomes no longer probable that it will occur, we reclassify the amount of any gain or loss on the related cash flow hedge to interest expense at that time.

We believe we do not have significant concentrations of credit risk arising from our interest rate derivative instruments, whether from an individual counterparty or a related group of counterparties. We manage the concentration of counterparty credit risk on our interest rate derivatives instruments by limiting acceptable counterparties to a diversified group of major financial institutions with investment grade credit ratings, limiting the amount of credit exposure to each counterparty, and actively monitoring their credit ratings and outstanding fair values on an ongoing basis. Furthermore, none of our derivative transactions contain provisions that are dependent on our credit ratings from any credit rating agency.

We also employ master netting arrangements that reduce our counterparty payment settlement risk on any given maturity date to the net amount of any receipts or payments due between us and the counterparty financial institution. Thus, the maximum loss due to counterparty credit risk is limited to the unrealized gains in such contracts net of any unrealized losses should any of these counterparties fail to perform as contracted. Although these protections do not eliminate concentrations of credit risk, as a result of the above considerations, we do not consider the risk of counterparty default to be significant.

Non-Financial Assets and Liabilities

Ournon-financial assets, which include goodwill, other intangible assets, property, plant, and equipment, andpre-publication costs, are not required to be measured at fair value on a recurring basis. However, if certain trigger events occur, or if an annual impairment test is required, we evaluate thenon-financial assets for impairment. If an impairment did occur, the asset is required to be recorded at the estimated fair value. An impairment analysis was ~~not~~ performed for the preparation of this report, as there were no triggering events for the three months ended March 31, ~~2019.~~2020 related to the decline in our stock price attributed to the current market environment. There were nonon-financial liabilities that were required to be measured at fair value on a nonrecurring basis during the three months ended March 31, ~~2019~~2020 and ~~2018.~~2019.

	March 31, 2020	Significant Unobservable Inputs (Level 3)	Total Impairment	Valuation Technique
Non-financial assets
Goodwill	$ 454,977	$ 454,977	$ 262,000	(a)

	$ 454,977	$ 454,977	$ 262,000

In evaluating goodwill for impairment, we first compare our reporting unit's fair value to its carrying value. We estimate the fair values of our reporting units by considering our market capitalization and other judgments. Impairment recorded for goodwill for the three months ended March 31, 2020 was $262.0 million. There was 0 impairment recorded for the three months ended March 31, 2019.

Fair Value of Debt

The following table presents the carrying amounts and estimated fair market values of our debt at March 31, ~~2019~~2020 and December 31, ~~2018.~~2019. The fair value of debt is deemed to be the amount at which the instrument could be exchanged in an orderly transaction between market participants at the measurement date.


	March 31, 2019				December 31, 2018				March 31, 2020				December 31, 2019
	Carrying Amount		Estimated Fair Value		Carrying Amount		Estimated Fair Value		Carrying Amount		Estimated Fair Value		Carrying Amount		Estimated Fair Value
Debt
Term Loan	$	762,513	$	722,481	$	763,649	$	691,102
$380,000 Term loan									$	357,480	$	314,582	$	361,294	$	360,391
$306,000 Senior secured notes										296,320	$	261,502		295,893		301,441

The fair market values of our debt were estimated based on quoted market prices on a private exchange for those instruments that are traded and are classified as Level 2 within the fair value hierarchy at March 31, ~~2019~~2020 and December 31, ~~2018.~~2019. The fair market values require varying degrees of management judgment. The factors used to estimate these values may not be valid on any subsequent date. Accordingly, the fair market values of the debt presented may not be indicative of their future values.

~~15.~~

13.

Commitments and Contingencies

There were no material changes in our commitments under contractual obligations, as disclosed in our audited consolidated financial statements, which were included in our Annual Report onForm 10-K for the fiscal year ended December 31, ~~2018.~~2019.

While management believes there is a reasonable possibility we may incur a loss associated with certain pending or threatened litigation, we are not able to estimate such amount, if any, but we do not expect any of these matters to have a material adverse effect on our results of operations, financial position or cash flows. We have insurance over such amounts and with coverage and deductibles as management believes is reasonable. There can be no assurance that our liability insurance will cover all events or that the limits of coverage will be sufficient to fully cover all liabilities.

In April 2019, we were notified of an unasserted claim by the Commonwealth of Puerto Rico with regards to payments in the amount of approximately $33.0 million that we received in the normal course of business induring the four year period prior to the May 3, 2017 bankruptcy petition of the Commonwealth public instrumentalities. Management believes, based on discussions with its legal counsel, that we have meritorious defenses against such unasserted claim. The Company will vigorously defend this matter if such claim is asserted.

In September 2019, we were notified of an unasserted claim by Riverside Assessments LLC (“Riverside”) with regard to purported breaches of the Asset Purchase Agreement between the Company and Riverside dated September 12, 2018 (“APA”) and the Transition Services Agreement between the Company and Riverside dated October 1, 2018. Management believes, based on discussions with its legal counsel, that we have meritorious defenses against such unasserted claim. With regard to the alleged breaches of the APA, the APA provides that the Company may be liable only for that portion of Riverside’s damages that exceeds $1.4 million, and in an amount that shall not exceed $1.4 million, which we believe would be the maximum exposure. For damages above $2.8 million, Riverside obtained a representation and warranty insurance policy as required by the APA. The Company will vigorously defend this matter if such claim is asserted.

In January 2018, Vanderbilt University (“Vanderbilt”) filed a complaint against the Company and others in connection with a license agreement originally entered into between Vanderbilt and Scholastic Inc. in 1997 and subsequently assigned to the Company as part of our acquisition of Scholastic’s Educational Technology and Services business pursuant to the stock and asset purchase agreement dated April 23, 2015. Vanderbilt alleges entitlement to additional royalties in connection with READ 180 and other products acquired from Scholastic and alleges trademark infringement in the marketing of these products. The Company is vigorously defending this matter.

In connection with an agreement with a development content provider, we agreed to act as guarantor to that party’s loan to finance such development. Such guarantee is expected to remain until 2020. Under the guarantee, we believe the maximum future payments to approximate ~~$15.0~~$15.8 million. In the unlikely event that we are required to make payments on behalf of the development content provider, we would have recourse against the development content provider.

We were contingently liable for ~~$4.4~~$1.3 million and $2.5 million of performance-related surety bonds for our operating activities as of ~~both~~ March 31, ~~2019~~2020 and December 31, ~~2018.~~2019, respectively. An aggregate of ~~$24.3~~$20.1 millionand $23.7 million of letters of credit existed ~~as of both~~at March 31, ~~2019~~2020 and December 31, ~~2018,~~2019, respectively, of which ~~$0.1~~$0.7 million backed the aforementioned performance-related surety bonds as of ~~both~~ March 31, ~~2019~~2020 and December 31, ~~2018.~~2019.

We routinely enter into standard indemnification provisions as part of license agreements involving use of our intellectual property. These provisions typically require us to indemnify and hold harmless licensees in connection with any infringement claim by a ~~third party~~third-party relating to the intellectual property covered by the license agreement. Although the term of these provisions and the maximum potential amounts of future payments we could be required to make is not limited, we have never incurred any costs to defend or settle claims related to these types of indemnification provisions. We therefore believe the estimated fair value of these provisions is inconsequential and have no0 liabilities recorded for them as of March 31, ~~2019 or~~2020 and December 31, ~~2018.~~

2019.

~~16.~~

14.

Net Loss Per Share

The following table sets forth the computation of basic and diluted earnings per share (“EPS”):

   Three Months Ended
March 31,
   2019    2018
Numerator

Loss from continuing operations
   $ (117,362 )    $ (105,886 )
Income from discontinued operations, net of tax
   —      4,575




Net loss attributable to common stockholders
   $ (117,362 )    $ (101,311 )




Denominator

Weighted average shares outstanding

Basic
   123,798,641    123,222,353
Diluted
   123,798,641    123,222,353
Net loss per share attributable to common stockholders

Basic and diluted:

Continuing operations
   $ (0.95 )    $ (0.86 )
Discontinued operations
   —      0.04




Net loss
   $ (0.95 )    $ (0.82 )

	Three Months Ended March 31,
	2020			2019
Numerator
Net loss attributable to common stockholders	$	(345,973	)	$	(117,362	)
Denominator
Weighted average shares outstanding
Basic		124,688,974			123,798,641
Diluted		124,688,974			123,798,641
Net loss per share attributable to common stockholders
Basic	$	(2.77	)	$	(0.95	)
Diluted	$	(2.77	)	$	(0.95	)

As we incurred a net loss in the three month periods ended March 31, ~~2019~~2020 and ~~2018,~~2019, presented above, all outstanding stock options and restricted stock units for those periods have an anti-dilutive effect and therefore are excluded from the computation of diluted weighted average shares outstanding. Accordingly, basic and diluted weighted average shares outstanding are equal for such periods.

The following table summarizes our weighted average outstanding common stock equivalents that were anti-dilutive attributable to common stockholders during the periods, and therefore excluded from the computation of diluted EPS:


	Three Months Ended March 31,				Three Months Ended March 31,
	2019		2018		2020		2019
Stock options		3,488,212		3,465,749		2,349,112		3,488,212
Restricted stock units		2,993,508		2,128,620		3,243,031		2,993,508

~~17.~~

15.

Segment Reporting

As of March 31, ~~2019,~~2020, we had ~~two~~2 reportable segments ~~Education~~(Education and HMH Books & ~~Media (formerly referred to as Trade Publishing, the composition of this segment has not changed)~~Media). Our Education segment provides educational products, technology platforms and services to meet the diverse needs of today’s classrooms. These products and services include print and digital content in the form of textbooks, digital courseware, instructional aids, educational assessment and intervention solutions, which are aimed at improving achievement and supporting learning for students who are not keeping pace with peers, professional development and school reform services. Our HMH Books & Media segment primarily develops, markets and sells consumer books in print and digital formats, and licenses book rights to other publishers and electronic businesses in the United States and ~~abroad, and licenses brands across media platforms.~~abroad. The principal distribution channels for HMH Books & Media products are retail stores, both physical and online, and wholesalers.

We measure and evaluate our reportable segments based on net sales and segment Adjusted ~~EBITDA from continuing operations.~~EBITDA. We exclude from our segments certain corporate-related expenses, as our corporate functions do not meet the definition of a segment, as defined in the accounting guidance relating to segment reporting. In addition, certain transactions or adjustments that our Chief Operating Decision Maker considers to benon-operational, such as amounts related to goodwill and other intangible asset impairment charges, derivative instruments charges, acquisition/disposition-related activity, restructuring/integration costs, severance, separation costs and facility closures, equity compensation charges, legal settlement charges, gains or losses from divestitures, amortization and depreciation expenses, as well as interest and taxes, are excluded from segment Adjusted ~~EBITDA from continuing operations.~~EBITDA. Although we exclude these amounts from segment Adjusted EBITDA, ~~from continuing operations,~~ they are included in reported consolidated net loss and are included in the reconciliation below.

As a result of the sale of the Riverside Business, the results of the Riverside Business are no longer presented within continuing operations. Accordingly, the segment disclosures for the Education reportable segment has been recast for all periods to exclude the results of the Riverside Business. These changes had no impact on the previously reported financial results for the HMH Books & Media reportable segment.

	Three Months Ended March 31,
(in thousands)	Education			HMH Books & Media			Corporate/ Other
2020
Net sales	$	151,585		$	38,340		$	—
Segment Adjusted EBITDA		(4,865	)		(680	)		(11,842	)
2019
Net sales	$	153,844		$	40,791		$	—
Segment Adjusted EBITDA		(20,965	)		4,169			(9,710	)

   Three Months Ended
March 31,
(in thousands)    Education    HMH
Books &
Media    Corporate/
Other
2019

Net sales
   $ 153,844    $ 40,791    $ —
Segment Adjusted EBITDA
   (20,965 )    4,169    (9,710 )
2018

Net sales
   $ 163,023    $ 36,736    $ —
Segment Adjusted EBITDA
   (11,702 )    (837 )    (11,122 )

The following table disaggregates our net sales by major source:


	Three Months Ended March 31, 2019						Three Months Ended March 31, 2020
(in thousands)	Education		HMH Books & Media		Consolidated		Education		HMH Books & Media		Consolidated
Core solutions (1)	$	51,994	$	—	$	51,994	$	65,327	$	—	$	65,327
Extensions (2)		101,850		—		101,850		86,258		—		86,258
HMH Books & Media products		—		40,791		40,791		—		38,340		38,340

Net sales	$	153,844	$	40,791	$	194,635	$	151,585	$	38,340	$	189,925

   Three Months Ended
March 31, 2018
(in thousands)    Education    HMH
Books &
Media    Consolidated
Core solutions (1)
   $ 61,230    $ —      $ 61,230
Extensions (2)
   101,793    —      101,793
HMH Books & Media products
   —      36,736    36,736






Net sales
   $ 163,023    $ 36,736    $ 199,759

	Three Months Ended March 31, 2019
(in thousands)	Education		HMH Books & Media		Consolidated
Core solutions (1)	$	51,994	$	—	$	51,994
Extensions (2)		101,850		—		101,850
HMH Books & Media products		—		40,791		40,791
Net sales	$	153,844	$	40,791	$	194,635

(1)	Comprehensive solutions primarily for reading, math, science and social studies programs.

(2)	Primarily consists of our Heinemann brand, intervention, supplemental, and formative assessment products as well as professional services.

Reconciliation of Adjusted EBITDA to the consolidated statements of operations is as follows:


	Three Months Ended March 31,						Three Months Ended March 31,
(in thousands)	2019			2018			2020			2019
Total Adjusted EBITDA	$	(26,506	)	$	(23,661	)	$	(17,387	)	$	(26,506	)
Interest expense		(11,582	)		(10,936	)		(16,783	)		(11,582	)
Interest income		1,092			506			766			1,092
Depreciation expense		(16,179	)		(18,445	)		(12,489	)		(16,179	)
Amortization expense – film asset		(5,012	)		—			—			(5,012	)
Amortization expense		(47,211	)		(42,577	)		(42,736	)		(47,211	)
Non-cash charges – goodwill impairment								(262,000	)		—
Non-cash charges – stock-compensation		(3,551	)		(2,893	)		(3,476	)		(3,551	)
Non-cash charges – (loss) gain on derivative instruments		(450	)		372
Non-cash charges – loss on derivative instruments								(380	)		(450	)
Fees, expenses or charges for equity offerings, debt or acquisitions/dispositions		(287	)		(182	)		(27	)		(287	)
Severance, separation costs and facility closures		(1,221	)		(3,943	)
Loss on sale of assets		—			(884	)

Restructuring/severance and other charges								—			(1,221	)
Loss before taxes		(110,907	)		(102,643	)		(354,512	)		(110,907	)
Provision for income taxes		6,455			3,243

Loss from continuing operations	$	(117,362	)	$	(105,886	)

Provision (benefit) for income taxes								(8,539	)		6,455
Net loss							$	(345,973	)	$	(117,362	)

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

The following discussion and analysis is intended to facilitate an understanding of our results of operations and financial condition and should be read in conjunction with the interim unaudited consolidated financial statements and the related notes thereto included elsewhere in this Quarterly Report onForm 10-Q and the audited consolidated financial statements and the related notes thereto and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our Annual Report on Form10-K for the fiscal year ended December 31, ~~2018,~~2019, which was filed with the Securities Exchange Commission (the “SEC”) on February ~~28, 2019.~~27, 2020. This “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. See “Special Note Regarding Forward-Looking Statements” included elsewhere in this Quarterly Report on Form10-Q.

Overview

We are a ~~global~~ learning company committed to delivering ~~integrated~~connected solutions that engage learners, empower educators and improve student outcomes. As a leading provider of K–12 core curriculum, supplemental and intervention solutions, and professional learning services, we partner with educators and school districts to uncover solutions that unlock students’ potential and extend teachers’ capabilities. We estimate that we serve ~~over~~more than 50 million students and three million ~~teachers~~educators in ~~more than~~ 150 countries, ~~worldwide. In~~while our award-winning children’s books, novels, non-fiction, and reference titles are enjoyed by readers throughout the world.

For nearly two centuries, our HMH Books & Media segment has brought renowned and awarded children’s, fiction, non-fiction, culinary and reference titles to readers throughout the world. Our distinguished author list includes ten Nobel Prize winners, forty-nine Pulitzer Prize winners, and twenty-six National Book Award winners. We are home to popular characters and titles such as Curious George, Carmen Sandiego, The Lord of the Rings, The Whole 30, The Best American Series, the Peterson Field Guides, CliffsNotes, and The Polar Express, and published distinguished authors such as Tim O’Brien, Temple Grandin, Tim Ferriss, Kwame Alexander, Lois Lowry, and Chris Van Allsburg.

Recent Developments

COVID-19

Prior to the spread of COVID-19 in the United States, we ~~are~~experienced net sales results consistent with our historical first quarters. As we proceeded through the first quarter of 2020 and the impact of the COVID-19 pandemic progressed, schools began to close in response to federal, state and local social distancing directives resulting in a ~~leading provider ofK-12~~ ~~educational content by market share. We believe our long-standing reputation~~decline in net sales and ~~trusted brand enable us to capitalize on consumer and digital trends~~sales orders in the ~~education market~~second half of March 2020. On March 27, 2020, we announced steps to address COVID-19 and provided a business update related to the pandemic. We implemented a number of measures intended to help protect its shareholders, employees, and customers amid the COVID-19 outbreak. We took actions to help mitigate some of the adverse impact of COVID-19 to our profitability and cash flow in 2020, while working proactively with schools to support them through ~~our existing~~this period of disruption with virtual learning resources.

Actions taken to date to address COVID-19 and ~~developing channels. Furthermore, our trade~~in addition to the Strategic Transformation initiatives announced in the fourth quarter of 2019 include: (1) director, executive and ~~reference materials,~~senior leadership salary reductions, and for the majority of employees, a four-day work week with associated labor cost reductions; (2) a freeze on spending not directly tied to near-term billings, including ~~adult and children’s fiction andnon-fiction~~ ~~books, have won industry awards~~a reduction in all discretionary spending such as marketing, advertising, travel, and office supplies; (3) reduced inventory purchasing; (4) temporary closures of warehousing and distribution centers, (5) deferral of long-term capital projects not directly contributing to billings in 2020 and (6) borrowing $150 million from our asset-backed credit facility as a pre-emptive measure to mitigate against capital market disruptions. Further, we have elected to defer the ~~Pulitzer Prize, Newbery~~payment of our employer payroll taxes allowed under the Coronavirus Aid, Relief, and ~~Caldecott medals~~Economic Security (CARES) Act.

Given the COVID-19-related school closings mandated by states and ~~National Book Award.~~districts nationwide, our Education business will be impacted, and significant uncertainty is likely to persist in the marketplace. Additionally, our HMH Books & Media business will be impacted as many states enforce temporary shut downs of non-essential businesses as well as changes in consumer spending habits are likely to occur. As a result, we withdrew our 2020 full-year financial guidance and 3-year outlook, issued in conjunction with our fourth quarter 2019 earnings on February 27, 2020.

~~Recent Developments~~26

~~Sale of Clinical and Standardized Testing Business and Discontinued Operations~~Strategic Transformation Plan

On October ~~1, 2018,~~15, 2019, our Board of Directors approved changes connected with our ongoing strategic transformation to simplify our business model and accelerate growth. This includes new product development and go-to-market capabilities, as well as the streamlining of operations company-wide for greater efficiency. These actions, which we refer to as our 2019 Restructuring Plan, resulted in the net elimination of approximately 10% of our workforce, after taking into account new strategy-aligned positions that are expected to be added, and additional operating and capitalized cost reductions, including an approximately 20% reduction in previously planned content development expenditures over the next three years. These steps are intended to further simplify our business model while delivering increased value to customers, teachers and students. The workforce reductions were completed during the ~~previously announced sale~~first quarter of ~~all~~2020.

After considering additional headcount actions, implementation of the ~~assets, including intellectual property, used primarily~~planned actions resulted in ~~our Riverside clinical and standardized testing business (“Riverside Business”) for cash consideration received~~total charges of ~~$140.0~~$15.8 million ~~subject~~which was recorded in the fourth quarter of 2019. With respect to ~~final working capital adjustment, and the purchaser’s assumption~~each major type of cost associated with such activities, substantially all ~~liabilities relating to the Riverside Business subject to specified exceptions. Net proceeds from the sale after the payment of transaction~~ costs were ~~approximately $135.0 million with apost-tax~~ ~~book gain on sale of approximately $30.5 million.~~

The sale of the Riverside Business is considered a Discontinued Operation due to its relative size and strategic rationale, and accordingly, all results of the Riverside Business have been removed from continuing operations for all periods presented, including from discussions of total net salesseverance and other ~~results~~termination benefit costs and will result in cash expenditures.

Further, as part of such strategic transformation plan, we recorded an incremental $9.8 million inventory obsolescence charge in the fourth quarter of 2019 which is recorded in cost of sales in the statement of operations. ~~The results of the Riverside Business were previously reported in our Education segment.~~

Key Aspects and Trends of Our Operations

Business Segments

We are organized along two business segments: Education and HMH Books & Media (formerly referred to as Trade Publishing). Our Education segment is our largest segment and represented approximately 85%, 86% and 87% of our total net sales for the years ended December 31, 2019, 2018 ~~2017~~ and ~~2016,~~2017, respectively. Our HMH Books & Media segment represented approximately ~~15%~~13%, ~~14%~~15% and ~~13%~~14% of our total net sales for the years ended December 31, 2019, 2018 ~~2017~~ and ~~2016,~~2017, respectively. The Corporate and Other category represents certain general overhead costs not fully allocated to the business segments, such as legal, accounting, treasury, human resources and executive functions.

Net Sales

We derive revenue primarily from the sale of print and digital content and instructional materials, trade books, multimedia instructional programs, license fees for book rights, content, software and services, consulting and training. We primarily sell to customers in the United States. Our net sales are driven primarily as a function of volume and, to a certain extent, changes in price. Our net sales consist of our billings for products and services, less revenue that will be deferred until future recognition along with the transaction price allocation adjusted to reflect the estimated returns for the arrangement. Deferred revenues primarily derive from online interactive digital content, digital and online learning components along with undelivered work-texts, workbooks and services. The work-texts, workbooks and services are deferred until control is transferred to the customer, which often extends over the life of the contract, and our hosted online and digital content is typically recognized ratably over the life of the contract. The digitalization of education content and delivery is driving a shift in the education market. As theK-12 educational market transitions to purchasing more digital, personalized education solutions, we believe our ability now or in the future to offer embedded assessments, adaptive learning, real-time interaction and student specific personalization of educational content in a platform- and device-agnostic manner will provide new opportunities for growth. An increasing number of schools are utilizing digital content in their classrooms and implementing online or blended learning environments, which is altering the historical mix of print and digital educational materials in the classroom. As a result, our business model includes integrated solutions comprised of both print and digital offerings/products to address the needs of the education marketplace. The level of revenues being deferred can fluctuate depending upon the mix of product offering between digital andnon-digital products, the length of programs and the mix of product delivered immediately or over time.

Core curriculum programs, which ~~typically~~historically represent the most significant portion of our Education segment net sales, cover curriculum standards in a particularK-12 academic subject and include a comprehensive offering of teacher and student materials required to conduct the class throughout the school year. Products and services in these programs include print and digital offerings for students and a variety of supporting materials such as teacher’s editions, formative assessments, supplemental materials, whole group instruction materials, practice aids, educational games and professional services. The process through which materials and curricula are selected and procured for classroom use varies throughout the United States. Currently, ~~nineteen~~19 states, known as adoption states, review and approve new programs usually every six to eight years on a state-wide basis. School districts in those states typically select and purchase materials from the state-approved list. The remaining states are known as open states or open ~~territories.~~territory states. In those states, materials are not reviewed at the state level, and each individual school or school district is free to procure materials at any time, although most follow afive-to-ten year replacement cycle. The student population in adoption states represents approximately ~~48%~~51% of the U.S. elementary and secondaryschool-age population. Some adoption states provide “categorical funding” for instructional materials, which means that those state funds cannot be used for any other purpose. Our core curriculum programs typically have higher deferred sales than other parts of the business. The higher deferred sales are primarily due to the length of time that our programs are being delivered, along with greater component and digital product offerings. A significant portion of our

Education segment net sales is dependent upon our ability to maintain residual sales, which are subsequent sales after the year of the original adoption, and our ability to continue to generate new business by developing new programs that meet our customers’ evolving needs. In addition, our market is affected by changes in state curriculum standards, which drive instruction, assessment and accountability in each state. Changes in state curriculum standards require that instructional materials be revised or replaced to align to the new standards, which historically has driven demand for core curriculum programs.

We also derive our Education segment net sales from supplemental and intervention products that target struggling learners through comprehensive intervention solutions aimed at raising student achievement by providing solutions that combine technology, content and other educational products, as well as consulting and professional development services. We also offer products targeted at assisting English language learners.

In international markets, we predominantly export and sellK-12 books to premium private schools that utilize the U.S. curriculum, which are located primarily in Asia, the Pacific, the Middle East, Latin America, the Caribbean and Africa. Our international sales team utilizes a global network of distributors in local markets around the world.

Our HMH Books & Media segment sells works of fiction andnon-fiction in the General Interest and Young Reader’s categories, dictionaries and other reference works. While print remains the primary format in which trade books are produced and distributed, the market for trade titles in digital format, primarily ebooks, generally represents approximately 8% to 10% of our annual HMH Books & Media net sales. Further, HMH Books & Media licenses content to other publishers along with media companies.

Factors affecting our net sales include:

Education

~~state or district per student funding levels;~~
•
general economic conditions at the federal or state level;

•

state or district per student funding levels;

•

federal funding levels;

•

the cyclicality of the purchasing schedule for adoption states;

•

student enrollments;

•

adoption of new education standards;

•

state acceptance of submitted programs and participation rates for accepted programs;

•

technological advancement and the introduction of new content and products that meet the needs of students, teachers and consumers, including through strategic agreements pertaining to content development and distribution; and

•

the amount of net sales subject to deferrals which is impacted by the mix of product offering between digital and non-digital products, the length of programs and the mix of product delivered immediately or over time.

~~federal funding levels;~~

~~the cyclicality of the purchasing schedule for adoption states;~~

~~student enrollments;~~

~~adoption of new education standards;~~

~~state acceptance of submitted programs and participation rates for accepted programs;~~

~~the amount of net sales subject to deferrals which is impacted by the mix of product offering between digital andnon-digital~~ ~~products, the length of programs and the mix of product delivered immediately or over time.~~

HMH Books & Media

~~consumer spending levels as influenced by various factors, including the U.S. economy and consumer confidence;~~
•
consumer spending levels as influenced by various factors, including the U.S. economy and consumer confidence;

~~the publishing of bestsellers along with obtaining recognized authors;~~
•
the publishing of bestsellers along with obtaining recognized authors;

~~film and seriestie-ins~~ ~~to our titles that spur sales of current and backlist titles, which are titles that have been on sale for more than a year; and~~
•
film and series tie-ins to our titles that spur sales of current and backlist titles, which are titles that have been on sale for more than a year; and

~~market growth or contraction.~~
•
market growth or contraction.

State or districtper-student funding levels, which closely correlate with state and local receipts from income, sales and property taxes, impact our sales as institutional customers are affected by funding cycles. Most public school districts, the primary customers forK-12 products and services, are largely dependent on state and local funding to purchase materials.

We monitor the purchasing cycles for specific disciplines in the adoption states in order to manage our product development and to plan sales campaigns. Our sales may be materially impacted during the years that major adoption states, such as Florida, California and Texas, are or are not scheduled to make significant purchases. For example, ~~Florida adopted Science materials in 2017 for purchase in 2018.~~ Texas adopted Reading/English Language Arts materials in 2018 for purchase in 2019. California adopted history and social science materials in 2017 for purchase in 2018 and continuing through 2020 and adopted Science materials in 2018 for purchase in 2019 and continuing through 2021. Both Florida and Texas, along with several other adoption states, provide dedicated state funding for instructional materials and classroom technology,

with funding typically appropriated by the legislature in the first half of the year in which materials are to be purchased. Texas has atwo-year budget cycle, and in the 2018 legislative session appropriated funds for purchases in 2018 and 2019. California funds instructional materials in part with a dedicated portion of state lottery proceeds and in part out of general formula funds, with the minimum overall level of school funding determined according to the Proposition 98 funding guarantee. We do not currently have contracts with these states for future instructional materials adoptions and there is no guarantee that our programs will be accepted by the state.

Long-term growth in the U.S.K-12 market is positively correlated with student enrollments, which is a driver of growth in the educational publishing industry. Although economic cycles may affect short-term buying patterns, school enrollments are highly predictable and are expected to trend upward over the longer term. From ~~2015~~2018 to ~~2027,~~2028, total public school enrollment, a major long-term driver of growth in theK-12 Education market, is projected to increase by 3%1.4% to ~~52.1~~57.4 million students, according to the National Center for Education Statistics.

As theK-12 educational market purchases more digital solutions, we believe our ability to offer embedded assessments, adaptive learning, real-time interaction and student specific personalized learning and educational content in a platform- and device-agnostic manner will provide new opportunities for growth.

Our HMH Books & Media segment is heavily influenced by the U.S. and broader global economy, consumer confidence and consumer spending. ~~As the economy continues to recover, both consumer confidence and consumer spending have increased.~~

While print remains the primary format in which trade books are produced and distributed, the market for trade titles in digital format, primarily ebooks, has developed in the recent decade, as the industry evolved to embrace new technologies for developing, producing, marketing and distributing trade works. We continue to focus on the development of innovative new digital products which capitalize on our strong content, our digital expertise and the consumer demand for these products.

In the HMH Books & Media segment, annual results can be driven by bestselling trade titles. Furthermore, backlist titles can experience resurgence in sales when made into films or series. In ~~the~~ past years, a number of our backlist titles such asThe Hobbit,The Lord of the Rings,Life of Pi,The Handmaid’s Tale,The Polar Express, The Giver andThe Time Traveler’s Wife have benefited in popularity due to movie or series releases and have subsequently resulted in increased trade sales.

We employ several pricing models to serve various customer segments, including institutions, government agencies, consumers and other third parties. In addition to traditional pricing models where a customer receives a product in return for a payment at the time of product receipt, we currently use the following pricing models:

~~Pay-up-front:~~ ~~Customer makes a fixed payment at time of purchase and we provide a specific product/service in return;~~
•
Pay-up-front: Customer makes a fixed payment at time of purchase and we provide a specific product/service in return;

•

Pre-pay Subscription: Customer makes a one-time payment at time of purchase, but receives a stream of goods/services over a defined time horizon; for example, we currently provide customers the option to purchase a multi-year subscription to textbooks where for a one-time charge, a new copy of the work text is delivered to the customer each year for a defined time period. Pre-pay subscriptions to online textbooks are another example where the customer receives access to an online book for a specific period of time; and

•

Pay-as-you-go Subscription: Similar to the pre-pay subscription, except that the customer makes periodic payments in a pre-described manner.

~~Pre-pay~~ ~~Subscription: Customer makes aone-time~~ payment at time of purchase, but receives a stream of goods/services over a defined time horizon; for example, we currently provide customers the option to purchase a multi-year subscription to textbooks where for a~~one-time~~ ~~charge, a new copy of the work text is delivered to the customer each year for a defined time period.Pre-pay~~ ~~subscriptions to online textbooks are another example where the customer receives access to an online book for a specific period of time; and~~

~~Pay-as-you-go~~ ~~Subscription: Similar to thepre-pay~~ ~~subscription, except that the customer makes periodic payments in apre-described~~ ~~manner.~~

Cost of sales, excluding publishing rights andpre-publication amortization

Cost of sales, excluding publishing rights andpre-publication amortization, include expenses directly attributable to the production of our products and services, including thenon-capitalizable costs associated with our content and platform development group. The expenses within cost of sales include variable costs such as paper, printing and binding costs of our print materials, royalty expenses paid to our authors, gratis costs or products provided at no charge as part of the sales transaction, and inventory obsolescence. Also included in cost of sales are labor costs related to professional services and thenon-capitalized costs associated with our content and platform development group. We also include amortization expense associated with our customer-facing software platforms. Certain products such as trade books and products associated with our renowned authors carry higher royalty costs; conversely, digital offerings usually have a lower cost of sales due to lower costs associated with their production. Also, sales to adoption states usually contain higher cost of sales. A change in the sales mix of our products or services can impact consolidated profitability.

Publishing rights andPre-publication amortization

A publishing right is an acquired right that allows us to publish and republish existing and future works as well as create new works based on previously published materials. As part of our March 9, 2010 restructuring, we recorded an intangible asset for publishing rights and amortize such asset on an accelerated basis over the useful lives of the various copyrights involved. This amortization will continue to decrease approximately 25% annually through March of 2023.

We capitalize the art, prepress, manuscript and other costs incurred in the creation of the master copy of our content, known as thepre-publication costs.Pre-publication costs are primarily amortized from the year of sale over five years using thesum-of-the-years-digits method, which is an accelerated method for calculating an asset’s amortization. Under this method, the amortization expense recorded for apre-publication cost asset is approximately 33% (year 1), 27% (year 2), 20% (year 3), 13% (year 4) and 7% (year 5). We utilize this policy for allpre-publication costs, except with respect to our HMH Books & Media segment’s consumer books, for which we generally expense such costs as incurred, and the acquired content of ~~our~~certain intervention products acquired in 2015, ~~acquisition,~~ which we amortize over 7 years using an accelerated amortization method. The amortization methods and periods chosen best reflect the pattern of expected sales generated from individual titles or programs. We periodically evaluate the remaining lives and recoverability of capitalizedpre-publication costs, which are often dependent upon program acceptance by state adoption authorities.

Selling and administrative expenses

Our selling and administrative expenses include the salaries, benefits and related costs of employees engaged in sales and marketing, fulfillment and administrative functions. Also included within selling and administrative expenses are variable costs such as commission expense, outbound transportation costs (approximately ~~$3.8~~$5.0 million for the three months ended March 31, ~~2019)~~2020) and depository fees, which are fees paid to state-mandated depositories that fulfill centralized ordering and warehousing functions for specific states. Additionally, significant fixed and discretionary costs include facilities, telecommunications, professional fees, promotions, sampling and advertising, along with depreciation.

Other intangible asset amortization

Our other intangible asset amortization expense primarily includes the amortization of acquired intangible assets consisting of tradenames, customer relationships, content rights and licenses. The tradenames, customer relationships, content rights and licenses are amortized over varying periods of 65 to 25 years. The expense for the three months ended March 31, ~~2019~~2020 was ~~$6.5~~$6.3 million.

Interest expense

Our interest expense includes interest accrued on our $306.0 million in aggregate principal amount of 9.0% Senior Secured Notes due 2025 (“notes”), our $380.0 million term loan credit facility (“term loan facility”) and, for 2019 only, our previous $800.0 million term loan credit facility (“previous term loan facility”) along with, to a lesser extent, our revolving credit facility, ~~capital~~finance leases, the amortization of any deferred financing fees and loan discounts, and payments in connection with interest rate hedging agreements. Our interest expense for the three months ended March 31, ~~2019~~2020 was ~~$11.6~~$16.8 million.

Results of Operations

Consolidated Operating Results for the Three Months Ended March 31, ~~2019~~2020 and ~~2018~~2019

													Three Months Ended March 31,						Dollar Change			Percent Change
(dollars in thousands)	For the Three Months Ended March 31, 2019			For the Three Months Ended March 31, 2018			Dollar Change			Percent Change			2020			2019			2020			2019
Net sales	$	194,635		$	199,759		$	(5,124	)		(2.6	)%	$	189,925		$	194,635		$	(4,710	)		(2.4	)%
Costs and expenses:
Cost of sales, excluding publishing rights andpre-publication amortization		96,055			99,733			(3,678	)		(3.7	)%		90,012			96,055			(6,043	)		(6.3	)%
Publishing rights amortization		7,605			10,090			(2,485	)		(24.6	)%		5,825			7,605			(1,780	)		(23.4	)%
Pre-publication amortization		33,082			25,621			7,461			29.1	%		30,638			33,082			(2,444	)		(7.4	)%

Cost of sales		136,742			135,444			1,298			1.0	%		126,475			136,742			(10,267	)		(7.5	)%
Selling and administrative		151,983			145,527			6,456			4.4	%		133,353			151,983			(18,630	)		(12.3	)%
Impairment charge for goodwill														262,000			—			262,000		NM
Other intangible assets amortization		6,524			6,866			(342	)		(5.0	)%		6,273			6,524			(251	)		(3.8	)%
Severance and other charges		1,221			3,943			(2,722	)		(69.0	)%
Loss on sale of assets		—			884			(884	)		NM

Restructuring/severance and other charges														—			1,221			(1,221	)	NM
Operating loss		(101,835	)		(92,905	)		(8,930	)		(9.6	)%		(338,176	)		(101,835	)		(236,341	)	NM

Other income (expense):
Retirement benefitsnon-service income		42			320			(278	)		(86.9	)%		61			42			19			45.2	%
Interest expense		(11,582	)		(10,936	)		(646	)		(5.9	)%		(16,783	)		(11,582	)		(5,201	)		(44.9	)%
Interest income		1,092			506			586			NM			766			1,092			(326	)		(29.9	)%
Change in fair value of derivative instruments		(450	)		372			(822	)		NM			(380	)		(450	)		70			15.6	%
Income from transition services agreement		1,826			—			1,826			NM			—			1,826			(1,826	)	NM

Loss from continuing operations before taxes		(110,907	)		(102,643	)		(8,264	)		(8.1	)%
Income tax expense		6,455			3,243			3,212			99.0	%

Loss from continuing operations	$	(117,362	)	$	(105,886	)	$	(11,476	)		(10.8	)%

Income from discontinued operations, net tax		—			4,575			(4,575	)		NM

Loss before taxes														(354,512	)		(110,907	)		(243,605	)	NM
Income tax (benefit) expense														(8,539	)		6,455			(14,994	)	NM
Net loss	$	(117,362	)	$	(101,311	)	$	(16,051	)		(15.8	)%	$	(345,973	)	$	(117,362	)	$	(228,611	)	NM

NM = not meaningful

Net sales for the three months ended March 31, ~~2019~~2020 decreased ~~$5.1~~$4.7 million, or ~~2.6%~~2.4%, from ~~$199.8~~$194.6 million ~~for the same period~~ in ~~2018~~2019 to ~~$194.6~~$189.9 million. The net sales decrease was driven by a ~~$9.2~~$2.4 million decrease ~~in our Education segment offset by a $4.1 million increase~~ in our HMH Books & Media segment, coupled with a $2.3 million decrease in our Education segment. Within our HMH Books & Media segment, the decrease in net sales was primarily due to 2019 licensing revenue attributed to the Carmen Sandiego series on Netflix, which did not repeat in the first quarter of 2020 but is expected later in the year. Partially offsetting the aforementioned were an increase in net sales of the Little Blue Truck series and strong net sales of the frontlist titles Chosen Ones and Maybe You Should Talk to Someone. Within our Education segment, the decrease was ~~primarily~~ due to lower net sales from Core Solutions, which declined by $9.0 million from $61.0 million in 2018 to $52.0 million. The primary drivers of the decrease in Core Solutions sales were decreases in residual net sales and net sales relating to disciplines reaching the end of their product lifecycle as customers await new product offerings later this year. Further, a large international reseller order which was shipped in the first quarter of 2018 is scheduled to ship in the second quarter of the current year. Our net sales in Extensions, which primarily consist of our Heinemann brand, intervention and supplemental products as well as professional services, ~~had a slight increase year over year.~~which decreased by $16.0 million from $102.0 million in 2019 to $86.0 million. Within Extensions, Heinemann net sales ~~continued~~decreased due to ~~grow driven by~~lower sales of the~~Fountas~~ ~~& Pinnell Classroom~~LLI Leveled Literacy andCalkins ~~products. Such~~ products due to the economic slowdown, partially offset by stronger net sales ~~were partially offset within Extensions~~from Core Solutions which increased by ~~lower intervention and supplemental product sales. Within our HMH Books & Media segment,~~$13.0 million from $52.0 million in 2019 to $65.0 million. The primary drivers of the increase in Core Solutions net sales was ~~due to $5.7 million~~the recognition of ~~licensing~~ revenue ~~attributed to the~~~~Carmen Sandiego~~ ~~series on Netflix.~~previously deferred.

Operating loss for the three months ended March 31, ~~2019~~2020 unfavorably changed ~~unfavorably~~ from ~~a loss of $92.9 million for the same period in 2018 to~~ a loss of $101.8 million in 2019 to a loss of $338.2 million, due primarily to the following:

A $6.5 million increase in selling and administrative expenses, primarily due to higher net labor costs of $5.3 million, mainly attributable to planned merit increases, along with higher stock compensation expense, incentive compensation as well as higher employee benefit and medical expenses. Further, there was an increase of variable expenses such as an increase in samples of $1.6 million due to timing of adoptions, an increase in commissions of $1.4 million due to product mix, and an increase of $1.4 million in travel and entertainment. Partially offsetting the increase in selling and administrative expenses was lower depreciation expense of $1.7 million and cost savings from the auto lease program of $1.6 million, and
•
An impairment charge for goodwill for the three months ended March 31, 2020 of $262.0 million. This non-cash impairment is a direct result of the adverse impact that COVID-19 has had on the Company,

•

A $4.7 million decrease in net sales,

•

Partially offset by a $18.6 million decrease in selling and administrative expenses, primarily due to lower labor costs of $5.8 million, due to cost savings associated with our 2019 Restructuring Plan. Also, there was a decrease of $4.7 million of variable expenses such as transportation and commissions due to lower billings, which decreased $24.0 million from the first quarter of 2019. Further, there were lower discretionary costs of $4.0 million related to travel and expense reduction measures along with lower depreciation expense of $3.3 million,

~~A $4.6 million increase in net amortization expense related to publishing rights,pre-publication~~ ~~and other intangible assets, primarily due to an increase inpre-publication~~ amortization attributed to the timing of 2019 major product releases partially offset by our use of accelerated amortization methods for publishing rights amortization and certain other intangible assets becoming fully amortized, and
•
A $6.0 million decrease in our cost of sales, excluding publishing rights and pre-publication amortization, from $96.0 million in 2019 to $90.0 million, primarily due to lower billings. Our cost of sales, excluding publishing rights and pre-publication amortization, as a percentage of sales, decreased to 47.4% from 49.4% due to lower film asset amortization costs attributed to the timing of delivery of the Carmen Sandiego series on Netflix, which did not repeat in the first quarter of 2020 but is expected later in the year,

•

A $4.5 million decrease in net amortization expense related to publishing rights, pre-publication and other intangible assets, primarily due to a decrease in pre-publication amortization attributed to the timing of 2019 major product releases and, to a lesser extent, our use of accelerated amortization methods for publishing rights amortization,

~~A $5.1 million decrease in net sales,~~
•
A $1.2 million decrease in costs associated with our restructuring/severance and other charges in the first quarter of 2019 that did not repeat.

~~Partially offset by a $3.7 million decrease in our cost of sales, excluding publishing rights andpre-publication~~ ~~amortization, which is attributed to lower volume and a slight favorable change in profitability due to our product mix of net sales,~~

~~A $2.7 million decrease in severance and other charges due to reduced reductions in force, and~~

~~A $0.9 million loss on sale of assets associated with the divestiture of certainnon-core~~ ~~products in the first quarter of 2018.~~

~~Retirement benefitsnon-service~~ ~~income~~Interest expense for the three months ended March 31, ~~2019 changed unfavorably by $0.3 million due to the lowering of the expected return on plan assets assumption and greater interest costs in the calculation of net periodic benefit cost in 2019.~~

~~Interest expense~~ ~~for the three months ended March 31, 2019~~2020 increased ~~$0.6~~$5.2 million from ~~$10.9~~$11.6 million ~~for the same period~~ in ~~2018~~2019 to ~~$11.6~~$16.8 million, primarily due to ~~an increase~~our debt refinancing during the fourth quarter of 2019 in ~~interest on~~which the previous term loan facility was replaced with the term loan facility ~~of $1.6 million due to~~and the notes with higher interest rates (the “2019 Refinancing”). Further, there was an increase ~~in variable interest rates, offset by a reduction~~ of ~~$0.9~~$0.8 million of net settlement payments on our interest rate derivative instruments during ~~the current period.~~2020.

Interest income for the three months ended March 31, ~~2019 increased $0.6 from the same period in 2018 primarily~~2020 decreased $0.3 million due to ~~higher short-term investments~~lower interest rates on our money market funds in ~~2019.~~2020.

Change in fair value of derivative instruments for the three months ended March 31, ~~2019, unfavorably~~2020, favorably changed by ~~$0.8 million from~~ a ~~gain of $0.4 million in 2018 to a loss of $0.4 million in 2019.~~small amount. The change in fair value of derivative instruments was related to foreign exchange forward contracts executed on the Euro that were ~~unfavorably~~favorably impacted by the ~~stronger~~weakening of the U.S. dollar against the Euro.

Income from transition services agreement for the three months ended March 31, 2019 was $1.8 million and was related to transition service fees under the transition services agreement with the purchaser of ~~the~~our Riverside ~~Business whereby~~clinical and standardized testing business (“Riverside Business”) pursuant to which we ~~provide~~performed certain support functions ~~for a period of up to 18 months from the disposition date in the fourth quarter of 2018.~~through September 30, 2019.

Income tax (benefit) expensefor the three months ended March 31, ~~2019~~2020 increased ~~$3.2~~$15.0 million, from ~~an expense of $3.2 million for the same period in 2018, to~~ an expense of $6.5 million in ~~2019.~~2019, to a benefit of $8.5 million. An income tax benefit was recorded in the first quarter of 2020 and was due primarily to the book impairment on goodwill, which reduced the related deferred tax liabilities. For ~~2019,~~2020, our annual effective tax rate, exclusive of discrete items used to calculate the tax provision, is expected to be approximately ~~(4.9)~~(2.1)%. For ~~2018,~~2019, our effective annual tax rate exclusive of discrete items was ~~(3.8)~~(4.9)%. For both periods income tax expense was primarily attributed to ~~the~~ movement in the deferred tax liability associated with tax amortization on indefinite-lived intangibles, state and foreign taxes, as well as the impact of certain discrete tax items including the accrual of potential interest and penalties on uncertain tax positions.

Adjusted EBITDA ~~From Continuing Operations~~

To supplement our financial statements presented in accordance with GAAP, we have presented Adjusted EBITDA, ~~from continuing operations,~~ which is not prepared in accordance with GAAP. This information should be considered as supplemental in nature and should not be considered in isolation or as a substitute for the related financial information prepared in accordance with GAAP. Management believes that the presentation of Adjusted EBITDA provides useful information to investors regarding our results of operations because it assists both investors and management in analyzing and benchmarking the performance and value of our business. Adjusted EBITDA provides an indicator of general economic performance that is not affected by debt restructurings, fluctuations in interest rates or effective tax rates,non-cash charges, or levels of depreciation or amortization along with costs such as severance, separation and facility closure costs, inventory obsolescence related to our strategic transformation plan, acquisition/disposition-related activity costs, restructuring costs and integration costs. Accordingly, our management believes that this measurement is useful for comparing general operating performance from period to period. In addition, targets in Adjusted EBITDA (further adjusted to include changes in deferred revenue) are used as performance measures to determine certain compensation of management, and Adjusted EBITDA is used as the base for calculations relating to incurrence covenants in our debt agreements. Other companies may define Adjusted EBITDA differently and, as a result, our measure of Adjusted EBITDA may not be directly comparable to Adjusted EBITDA of other companies. Although we use Adjusted EBITDA as a financial measure to assess the performance of our business, the use of Adjusted EBITDA is limited because it does not include certain material costs, such as interest and taxes, necessary to operate our business. Adjusted EBITDA should be considered in addition to, and not as a substitute for, net loss/income in accordance with GAAP as a measure of performance. Adjusted EBITDA is not intended to be a measure of liquidity or free cash flow for discretionary use. You are cautioned not to place undue reliance on Adjusted EBITDA.

Below is a reconciliation of our net loss to Adjusted EBITDA ~~from continuing operations~~ for the three months ended March 31, ~~2019~~2020 and ~~2018:~~2019:

   Three Months Ended March 31,
   2019    2018
Net loss from continuing operations
   $ (117,362 )    $ (105,886 )
Interest expense
   11,582    10,936
Interest income
   (1,092 )    (506 )
Provision for income taxes
   6,455    3,243
Depreciation expense
   16,179    18,445
Amortization expense – film asset
   5,012    —
Amortization expense
   47,211    42,577
Non-cash charges – stock compensation
   3,551    2,893
Non-cash charges – loss (gain) on derivative instrument
   450    (372 )
Fees, expenses or charges for equity offerings, debt or acquisitions/dispositions
   287    182
Severance, separation costs and facility closures
   1,221    3,943
Loss on sale of assets
   —      884




Adjusted EBITDA from continuing operations
   $ (26,506 )    $ (23,661 )

	Three Months Ended March 31,
	2020			2019
Net loss	$	(345,973	)	$	(117,362	)
Interest expense		16,783			11,582
Interest income		(766	)		(1,092	)
Provision (benefit) for income taxes		(8,539	)		6,455
Depreciation expense		12,489			16,179
Amortization expense – film asset		—			5,012
Amortization expense		42,736			47,211
Non-cash charges – goodwill impairment		262,000			—
Non-cash charges – stock compensation		3,476			3,551
Non-cash charges – loss on derivative instruments		380			450
Fees, expenses or charges for equity offerings, debt or acquisitions/dispositions		27			287
Restructuring/severance and other charges		—			1,221
Adjusted EBITDA	$	(17,387	)	$	(26,506	)

Segment Operating Results

Results of Operations – Comparing Three Months Ended March 31, ~~2019~~2020 and ~~2018~~2019

Education


	Three Months Ended March 31,						Dollar Change			Percent Change			Three Months Ended March 31,						Dollar			Percent
	2019			2018			Dollar Change			Percent Change			2020			2019			Change			Change
Net sales	$	153,844		$	163,023		$	(9,179	)		(5.6	)%	$	151,585		$	153,844		$	(2,259	)		(1.5	)%
Costs and expenses:
Cost of sales, excluding publishing rights andpre-publication amortization		66,983			74,460			(7,477	)		(10.0	)%		63,650			66,983			(3,333	)		(5.0	)%
Publishing rights amortization		6,042			8,338			(2,296	)		(27.5	)%		4,432			6,042			(1,610	)		(26.6	)%
Pre-publication amortization		32,969			25,552			7,417			29.0	%		30,589			32,969			(2,380	)		(7.2	)%

Cost of sales		105,994			108,350			(2,356	)		(2.2	)%		98,671			105,994			(7,323	)		(6.9	)%
Selling and administrative		119,402			114,098			5,304			4.6	%		101,684			119,402			(17,718	)		(14.8	)%
Other intangible asset amortization		5,018			5,384			(366	)		(6.8	)%		5,737			5,018			719			14.3	%
Loss on sale of assets		—			884			(884	)		NM

Operating loss from continuing operations		(76,570	)		(65,693	)		(10,877	)		(16.6	)%

Net loss from continuing operations	$	(76,570	)	$	(65,693	)	$	(10,877	)		(16.6	)%

Adjustments from net loss from continuing operations to Education segment Adjusted EBITDA
Impairment charge for goodwill														262,000			—			262,000		NM
Operating loss														(316,507	)		(76,570	)		(239,937	)	NM
Net loss													$	(316,507	)	$	(76,570	)	$	(239,937	)	NM
Adjustments from net loss to Education segment Adjusted EBITDA
Depreciation expense	$	11,576		$	13,833		$	(2,257	)		(16.3	)%	$	8,884		$	11,576		$	(2,692	)		(23.3	)%
Amortization expense		44,029			39,274			4,755			12.1	%		40,758			44,029			(3,271	)		(7.4	)%
Loss on sale of assets		—			884			(884	)		NM

Non-cash charges – goodwill impairment														262,000			—			262,000		NM
Education segment Adjusted EBITDA	$	(20,965	)	$	(11,702	)	$	(9,263	)		(79.2	)%	$	(4,865	)	$	(20,965	)	$	16,100		NM

NM = not meaningful

Our Education segment net sales for the three months ended March 31, ~~2019~~2020 decreased ~~$9.2~~$2.3 million, or ~~5.6%~~1.5%, from ~~$163.0~~$153.8 million ~~for the same period~~ in ~~2018~~2019 to ~~$153.8~~$151.6 million. The decrease was ~~primarily~~ due to lower net sales from Core Solutions, which declined by $9.0 million from $61.0 million in 2018 to $52.0 million. The primary drivers of the decrease in Core Solutions net sales were decreases in residual net sales and net sales relating to disciplines reaching the end of their product lifecycle as customers await new product offerings later this year. Further, a large international reseller order which was shipped in the first quarter of 2018 is scheduled to ship in the second quarter of the current year. Our net sales in Extensions, which primarily consist of our Heinemann brand, intervention and supplemental products as well as professional services, ~~had a slight increase year over year.~~which decreased by $16.0 million from $102.0 million in 2019 to $86.0 million. Within Extensions, Heinemann net sales ~~continued~~decreased due to ~~grow driven by~~lower sales of the~~Fountas~~ ~~& Pinnell Classroom~~LLI Leveled Literacy andCalkins ~~products. Such~~ products due to the economic slowdown, partially offset by stronger net sales ~~were largely offset within Extensions~~from Core Solutions which increased by ~~lower intervention and supplemental product sales.~~$13.0 million from $52.0 million in 2019 to $65.0 million. The primary driver of the increase in Core Solutions net sales was the recognition of revenue previously deferred.

Our Education segment cost of sales for the three months ended March 31, ~~2019~~2020 decreased ~~$2.4~~$7.3 million, or ~~2.2%~~6.9%, from ~~$108.3~~$106.0 million ~~for the same period~~ in ~~2018~~2019 to ~~$106.0~~$98.7 million. Our cost of sales, excluding publishing rights andpre-publication amortization, decreased ~~$7.5~~

$3.3 million from ~~$74.5~~$67.0 million in ~~2018~~2019 to ~~$67.0 million of which $4.2 million is attributed to lower sales volume coupled with $3.3 million of improved profitability as our~~$63.7 million. Our cost of sales, excluding publishing rights andpre-publication amortization, as a percentage of sales, decreased to ~~43.5%~~42.0% from ~~45.7%, primarily~~43.5% due to product mix.Pre-publication amortization ~~increased~~decreased by ~~$7.4~~$2.4 million from ~~the same period in 2018~~2019 primarily due to the timing of 2019 major product releases, ~~partially offset by a $2.3~~and $1.6 million decrease in publishing rights amortization attributed to our use of accelerated amortization methods.

Our Education segment selling and administrative expense for the three months ended March 31, ~~2019 increased $5.3~~2020 decreased $17.7 million, or ~~4.6%~~14.8%, from ~~$114.1~~$119.4 million ~~for the same period~~ in ~~2018~~2019 to ~~$119.4~~$101.7 million. The ~~increase~~decrease was driven by ~~higher net~~lower labor costs ~~attributed~~due to ~~planned merit increases, increased incentive compensation as well as higher employee benefit~~the 2019 Restructuring Plan and ~~medical expenses. Further, there was an increase in~~lower variable expenses such as samples, transportation, depository fees and ~~increases in~~ commissions ~~and travel and entertainment. Offsetting the increase in selling and administrative expenses was cost savings~~attributed to lower billings from the ~~auto lease program.~~prior year. Further, discretionary spending is lower due to travel reductions and the economic slowdown.

Our Education segment other intangible asset amortization expense for the three months ended March 31, ~~2019~~2020 decreased ~~$0.4~~$0.7 million ~~or 6.8%,~~ from ~~the same period in 2018,~~2019, which was due to our use of accelerated amortization methods.

Our Education segment impairment charge for goodwill for the three months ended March 31, 2020 was $262.0 million. This non-cash impairment is a direct result of the adverse impact that COVID-19 has had on the Company.

Our Education segment Adjusted EBITDA for the three months ended March 31, ~~2019 decreased $9.3~~2020 increased $16.1 million, from ~~a loss of $11.7 million for the same period in 2018 to~~ a loss of $21.0 million in ~~2019.~~2019 to a loss of $4.9 million. Our Education segment Adjusted EBITDA excludes depreciation, amortization and ~~loss on sale of assets.~~goodwill impairment charges. The ~~decrease~~increase is due to the identified factors impacting net sales, cost of sales and selling and administrative expenses after removing those items not included in Education segment Adjusted EBITDA.

HMH Books & Media


	Three Months Ended March 31,						Dollar Change			Percent Change			Three Months Ended March 31,						Dollar			Percent
	2019			2018			Dollar Change			Percent Change			2020			2019			Change			Change
Net sales	$	40,791		$	36,736		$	4,055			11.0	%	$	38,340		$	40,791		$	(2,451	)		(6.0	)%
Costs and expenses:
Cost of sales, excluding publishing rights andpre-publication amortization		29,072			25,273			3,799			15.0	%		26,362			29,072			(2,710	)		(9.3	)%
Publishing rights amortization		1,563			1,752			(189	)		(10.8	)%		1,393			1,563			(170	)		(10.9	)%
Pre-publication amortization		113			69			44			63.8	%		49			113			(64	)		(56.6	)%

Cost of sales		30,748			27,094			3,654			13.5	%		27,804			30,748			(2,944	)		(9.6	)%
Selling and administrative		13,034			12,472			562			4.5	%		12,829			13,034			(205	)		(1.6	)%
Other intangible asset amortization		1,506			1,482			24			1.6	%		536			1,506			(970	)		(64.4	)%

Operating loss		(4,497	)		(4,312	)		(185	)		(4.3	)%		(2,829	)		(4,497	)		1,668			37.1	%

Net loss	$	(4,497	)	$	(4,312	)	$	(185	)		(4.3	)%	$	(2,829	)	$	(4,497	)	$	1,668			37.1	%

Adjustments from net loss to HMH Books & Media segment Adjusted EBITDA
Depreciation expense	$	472		$	172		$	300			NM		$	171		$	472		$	(301	)		(63.8	)%
Amortization expense film asset		5,012			—			5,012			NM			—			5,012			(5,012	)	NM
Amortization expense		3,182			3,303			(121	)		(3.7	)%		1,978			3,182			(1,204	)		(37.8	)%

HMH Books & Media segment Adjusted EBITDA	$	4,169		$	(837	)	$	5,006			NM		$	(680	)	$	4,169		$	(4,849	)	NM

NM = not meaningful

Our HMH Books & Media segment net sales for the three months ended March 31, ~~2019 increased $4.1~~2020 decreased $2.5 million, or ~~11.0%~~6.0%, from ~~$36.7~~$40.8 million ~~for the same period~~ in ~~2018~~2019 to ~~$40.8~~$38.3 million. The ~~increase~~decrease in net sales was primarily due to 2019 licensing revenue ~~driven by~~attributed to theCarmen Sandiego series on ~~Netflix.~~Netflix, which did not repeat in the first quarter of 2020, but is expected later in the year. Partially offsetting the aforementioned was ~~a decrease~~an increase in ~~print titles due to~~net sales of the ~~prior year strength of the~~~~Instant Pot~~Little Blue Truck series and strong net sales of the~~Whole 30~~ ~~series.~~ frontlist titles Chosen Ones and Maybe You Should Talk to Someone.

Our HMH Books & Media segment cost of sales for the three months ended March 31, ~~2019 increased $3.7~~2020 decreased $2.9 million, or ~~13.5%~~9.6%, from ~~$27.1~~$30.7 million ~~for the same period~~ in ~~2018~~2019 to ~~$30.7~~$27.8 million. The majority of the ~~increase~~decrease was driven by our cost of sales, excluding publishing rights andpre-publication amortization, which ~~increased $3.8~~decreased $2.7 million ~~of which $2.8 million was~~primarily due to ~~higher sales~~ volume. Our cost of sales, excluding publishing rights andpre-publication amortization, as a percentage of net sales, ~~increased~~decreased to ~~71.3%~~68.8% from ~~68.8%, resulting in $1.0 million of unfavorable profitability~~71.3% due to ~~product mix.~~higher film asset amortization from the Carmen Sandiego series in 2019.

Our HMH Books & Media segment selling and administrative expense for the three months ended March 31, ~~2018 increased $0.6 million, or 4.5%,~~2020 slightly decreased from ~~$12.5 million for the same period in 2018 to $13.0 million.~~2019. The ~~increase~~decrease was primarily due to ~~higher variable expenses such as samples~~lower travel and ~~commissions.~~entertainment costs.

Our HMH Books & Media segment other intangible asset amortization expense for the three months ended March 31, 2020 decreased $1.0 million from 2019, ~~increased slightly from the same period~~due to certain definite-lived intangible assets being fully depreciated in ~~2018.~~2019.

Our HMH Books & Media segment Adjusted EBITDA for the three months ended March 31, 2020 changed unfavorably from $4.2 million in 2019 ~~changed favorably from~~to a loss of ~~$0.8 million for the same period in 2018 to $4.2~~$0.7 million due to the identified factors impacting net sales, cost of sales and selling and administrative expenses after removing those items not included in our HMH Books & Media segment Adjusted EBITDA. Our HMH Books & Media segment Adjusted EBITDA excludes depreciation and ~~amortization costs.~~

amortization.

Corporate and Other


	Three Months Ended March 31,						Dollar Change			Percent Change			Three Months Ended March 31,						Dollar			Percent
	2019			2018			Dollar Change			Percent Change			2020			2019			Change			Change
Net sales	$	—		$	—		$	—			NM		$	—		$	—		$	—			—
Costs and expenses:
Cost of sales, excluding publishing rights andpre-publication amortization		—			—			—			NM			—			—			—			—
Publishing rights amortization		—			—			—			NM			—			—			—			—
Pre-publication amortization		—			—			—			NM			—			—			—			—

Cost of sales		—			—			—			NM			—			—			—			—
Selling and administrative		19,547			18,957			590			3.1	%		18,840			19,547			(707	)		(3.6	)%
Severance and other charges		1,221			3,943			(2,722	)		(69.0	)%

Restructuring/severance and other charges														—			1,221			(1,221	)	NM
Operating loss		(20,768	)		(22,900	)		2,132			9.3	%		(18,840	)		(20,768	)		1,928			9.3	%

Retirement benefitsnon-service income		42			320			(278	)		(86.9	)%		61			42			19			45.2	%
Interest expense		(11,582	)		(10,936	)		(646	)		(5.9	)%		(16,783	)		(11,582	)		(5,201	)		(44.9	)%
Interest income		1,092			506			586			NM			766			1,092			(326	)		(29.9	)%
Change in fair value of derivative instruments		(450	)		372			(822	)		NM			(380	)		(450	)		70			15.6	%
Income from transition services agreement		1,826			—			1,826			NM			—			1,826			(1,826	)	NM

Net loss before taxes		(29,840	)		(32,638	)		2,798			8.6	%		(35,176	)		(29,840	)		(5,336	)		(17.9	)%
Income tax expense		6,455			3,243			3,212			99.0	%

Income tax (benefit) expense														(8,539	)		6,455			(14,994	)	NM
Net loss	$	(36,295	)	$	(35,881	)	$	(414	)		(1.2	)%	$	(26,637	)	$	(36,295	)	$	9,658			26.6	%

Adjustments from net loss to Corporate and Other segment Adjusted EBITDA
Interest expense	$	11,582		$	10,936		$	646			5.9	%	$	16,783		$	11,582		$	5,201			44.9	%
Interest income		(1,092	)		(506	)		(586	)		NM			(766	)		(1,092	)		326			29.9	%
Provision for income taxes		6,455			3,243			3,212			99.0	%		(8,539	)		6,455			(14,994	)	NM
Depreciation expense		4,131			4,440			(309	)		(7.0	)%		3,434			4,131			(697	)		(16.9	)%
Non-cash charges loss (gain) on derivative instruments		450			(372	)		822			NM
Non-cash charges – loss on derivative instruments														380			450			(70	)		(15.6	)%
Non-cash charges – stock compensation		3,551			2,893			658			22.7	%		3,476			3,551			(75	)		(2.1	)%
Fees, expenses or charges for equity offerings, debt or acquisitions/dispositions		287			182			105			57.7	%		27			287			(260	)		(90.6	)%
Severance, separation costs and facility closures		1,221			3,943			(2,722	)		(69.0	)%

Restructuring/severance and other charges														—			1,221			(1,221	)	NM
Corporate and Other segment Adjusted EBITDA	$	(9,710	)	$	(11,122	)	$	1,412			12.7	%	$	(11,842	)	$	(9,710	)	$	(2,132	)		(22.0	)%

NM = not meaningful

The Corporate and Other category represents certain general overhead costs not fully allocated to the business segments such as legal, accounting, treasury, human resources, technology and executive functions along with severance and othernon-operating costs.

Our selling and administrative expense for the Corporate and Other category for the three months ended March 31, 2020 decreased $0.7 million from $19.5 million in 2019 ~~increased $0.6 million~~ to ~~$19.5~~$18.8 million, primarily attributed to ~~planned merit increases, increased management incentive compensation and higher stock compensation, partially offset by~~ lower ~~technology~~labor costs ~~professional fees and depreciation.~~due to the 2019 Restructuring Plan.

Our restructuring/severance and other charges for the three months ended March 31, ~~2019~~2020 decreased ~~$2.7 million, or 69.0%, from $3.9 million for the same period in 2018 to~~by $1.2 million due to ~~reduced~~ severance ~~for terminated employees.~~

~~Retirement benefitsnon-service~~ ~~income for the three months ended March 31, 2019 changed unfavorably by $0.3 million due to the lowering of the expected return on plan assets assumption and greater interest~~ costs in the ~~calculation~~first quarter of ~~net periodic benefit cost in 2019.~~

2019 that did not repeat.

Interest expense for the three months ended March 31, ~~2019~~2020 increased ~~$0.6~~$5.2 million from ~~$10.9~~$11.6 million ~~for the same period~~ in ~~2018~~2019 to ~~$11.6~~$16.8 million, primarily due to the 2019 Refinancing. Further, there was an increase ~~in interest on the term loan facility~~ of ~~$1.6 million due to an increase in variable interest rates, offset by a reduction of $0.9~~$0.8 million of net settlement payments on our interest rate derivative instruments during ~~the current period.~~2020.

Interest income for the three months ended March 31, ~~2019 increased $0.6 from the same period in 2018 primarily~~2020 decreased $0.3 million due to ~~higher short-term investments~~lower interest rates on our money market funds in ~~2019.~~2020.

~~Our change~~Change in fair value of derivative instruments for the three months ended March 31, ~~2019 unfavorably~~2020, favorably changed by ~~$0.8 million from~~ a ~~gain of $0.4 million in 2018 to a loss of $0.4 million in 2019.~~small amount. The change in fair value of derivative instruments was related to foreign exchange forward contracts executed on the Euro that were ~~unfavorably~~favorably impacted by the ~~stronger~~weakening of the U.S. dollar against the Euro.

Income from transition services agreement for the three months ended March 31, 2019 was $1.8 million and was related to transition service fees under the transition services agreement with the purchaser of the Riverside Business ~~whereby~~pursuant to which we ~~provide~~performed certain support functions ~~for a period of up to 18 months from the disposition date in the fourth quarter of 2018.~~through September 30, 2019.

Income tax ~~expense~~benefit for the three months ended March 31, ~~2019~~2020 increased ~~$3.2~~$15.0 million, from ~~an expense of $3.2 million for the same period in 2018, to~~ an expense of $6.5 million in ~~2019.~~2019, to a benefit of $8.5 million. An income tax benefit was recorded in the first quarter of 2020 and was due primarily to the book impairment on goodwill, which reduced the related deferred tax liabilities. For ~~2019,~~2020, our annual effective tax rate, exclusive of discrete items used to calculate the tax provision, is expected to be approximately ~~(4.9)~~(2.1)%. For ~~2018,~~2019, our effective annual tax rate exclusive of discrete items was ~~(3.8)~~(4.9)%. For both periods, income tax expense was primarily attributed to ~~the~~ movement in the deferred tax liability associated with tax amortization on indefinite-lived intangibles, state and foreign taxes, as well as the impact of certain discrete tax items including the accrual of potential interest and penalties on uncertain tax positions.

Adjusted EBITDA for the Corporate and Other category for the three months ended March 31, ~~2019 favorably~~2020 unfavorably changed ~~$1.4~~$2.1 million, or ~~12.7%~~22.0%, from a loss of ~~$11.1~~$9.7 million ~~for the same period~~ in ~~2018~~2019 to a loss of ~~$9.7~~$11.8 million. Our Adjusted EBITDA for the Corporate and Other category excludes interest, taxes, depreciation, derivative instruments charges, equity compensation charges, acquisition/disposition-related activity, severance and facility vacant space costs. The ~~favorable~~unfavorable change in our Adjusted EBITDA for the Corporate and Other category was due to the factors described above after removing those items not included in Adjusted EBITDA for the Corporate and Other category.

Seasonality and Comparability

Our net sales, operating profit or loss and net cash provided by or used in operations are impacted by the inherent seasonality of the academic ~~calendar.~~calendar, which typically results in a cash flow usage in the first half of the year and a cash flow generation in the second half of the year. Consequently, the performance of our businesses may not be comparable quarter to consecutive quarter and should be considered on the basis of results for the whole year or by comparing results in a quarter with results in the same quarter for the previous year. Moreover, uncertainty resulting from the COVID-19 pandemic may result in 2020 not following this historic pattern.

Approximately ~~85%~~87% of our net sales for the year ended December 31, ~~2018~~2019 were derived from our Education segment, which is a markedly seasonal business. Schools conduct the majority of their purchases in the second and third quarters of the calendar year in preparation for the beginning of the school year. Thus, over the past three completed fiscal years, approximately 67% of our consolidated net sales were realized in the second and third quarters. Sales ofK-12 instructional materials are also cyclical, with some years offering more sales opportunities than others ~~based on~~in light of the state adoption calendar. The amount of funding available at the state level for educational materials also has a significant effect onyear-to-year net sales. Although the loss of a single customer would not have a material adverse effect on our business, schedules of school adoptions and market acceptance of our products can materially affectyear-to-year net sales performance.

Liquidity and Capital Resources


(in thousands)	March 31, 2019		December 31, 2018		March 31, 2020		December 31, 2019
Cash and cash equivalents	$	74,185	$	253,365	$	254,665	$	296,353
Short-term investments		9,999		49,833
Current portion of long-term debt		8,000		8,000		19,000		19,000
Long-term debt, net of discount and issuance costs		754,513		755,649		634,800		638,187
Revolving credit facility						150,000		—
Borrowing availability under revolving credit facility						34,694		161,961

   For the Three
Months Ended
March 31,
2019    For the Three
Months Ended
March 31,
2018
Net cash used in operating activities
   $ (176,063 )    $ (96,686 )
Net cash (used in) provided by investing activities
   (1,720 )    48,763
Net cash used in financing activities
   (1,397 )    (2,392 )

	Three Months Ended March 31,
	2020			2019
Net cash used in operating activities	$	(156,767	)	$	(176,063	)
Net cash used in investing activities		(30,626	)		(1,720	)
Net cash provided by (used in) financing activities		145,705			(1,397	)

Operating activities

Net cash used in operating activities was ~~$176.1~~$156.8 million for the three months ended March 31, ~~2019,~~2020, a ~~$79.4~~$19.3 million ~~increase~~decrease from the ~~$96.7~~$176.1 million of net cash used in operating activities for the three months ended March 31, 2018. Net cash used in operating activities included $2.8 million of cash flow provided by discontinued operations in 2018. Net cash used in operating activities from continuing operations was $176.1 million in the three months ended March 31, 2019 compared to $99.5 million in the three months ended March 31, 2018.2019. The ~~$76.6 million increase~~decrease in cash used in operating activities ~~from continuing operations~~ was primarily driven by ~~unfavorable~~favorable changes in net operating assets and liabilities of ~~$74.7~~$13.7 million primarily due to ~~unfavorable~~favorable period over period inventory changes ~~in inventories~~ of ~~$25.7~~$25.4 million, ~~in advance of current year large opportunity, unfavorable~~favorable period over period changes in accounts receivable of ~~$14.2~~$24.0 million ~~and unfavorable changes~~due to continued collections from greater billings in 2019, an increase in net other assets and liabilities of ~~$34.8~~$14.9 million and operating lease liabilities of $0.9 million, offset by unfavorable changes in accounts payable of $21.5 million related to timing of disbursements, deferred revenue of $19.7 million, severance and other charges of $5.3 million due to payments on actions taken during the fourth quarter of 2019 and royalties of $4.8 million. Additionally, ~~there were less profitable operations,~~operating profit, net ofnon-cash items, ~~of $1.9~~increased by $5.6 million.

Investing activities

Net cash used in investing activities was ~~$1.7~~$30.6 million for the three months ended March 31, ~~2019, a decrease~~2020, an increase of ~~$50.5~~$28.9 million from ~~the $48.8 million provided by investing activities for~~ the three months ended March 31, 2018. Net cash provided by investing activities included $2.0 million of expenditures from discontinued operations in 2018. Net cash used in investing activities from continuing operations was $1.7 million in the three months ended March 31, 2019 compared to net cash provided by investing activities from continuing operations of $50.7 million in the three months ended March 31, 2018.2019. The increase in cash used in investing activities ~~from continuing operations of $52.5 million~~ was primarily due to lower net proceeds from sales and maturities of short-term investments of ~~$46.5~~$40.0 million compared to ~~2018,~~2019, offset by lower capital investing expenditures related to pre-publication costs and property, plant, and equipment of $5.6 million, and by the acquisition of a business for $5.4 million ~~and an increase~~ in ~~capital investing expenditures related topre-publication~~ ~~costs and property, plant, and equipment of $0.5 million, primarily due to the timing of spend.~~2019.

Financing activities

Net cash ~~used in~~provided by financing activities was ~~$1.4~~$145.7 million for the three months ended March 31, ~~2019, a decrease~~2020, an increase of ~~$1.0~~$147.1 million from the ~~$2.4~~$1.4 million of net cash used in financing activities for the three months ended March 31, ~~2018.~~2019. The ~~decrease~~increase in cash ~~used in~~provided by financing activities was primarily due to $1.9 million of net collections under our transition services agreement with the purchaser of the Riverside Business in 2019. Offsetting the aforementioned were higher tax withholding payments related to net share settlements of restricted stock units of $0.7 million and lower proceeds from ~~our employee stock purchase plan of $0.2 million.~~

~~Debt~~

~~Under both~~ our revolving credit facility ~~and~~of $150.0 million, offset by an increase in principal payments on our term loan of $2.8 million in 2020.

Debt

Under each of the notes, the term loan facility and the revolving credit facility, Houghton Mifflin Harcourt Publishers Inc., ~~HMH Publishers LLC and~~ Houghton Mifflin Harcourt Publishing Company and HMH Publishers LLC are the borrowers (collectively, the “Borrowers”), and Citibank, N.A. acts as both the administrative agent and the collateral agent.

The obligations under the ~~revolving credit~~senior secured notes, the term loan facility and the ~~term loan~~revolving credit facility are guaranteed by the Company and each of its direct and indirectfor-profit domestic subsidiaries (other than the Borrowers) (collectively, the “Guarantors”) and are secured by all capital stock and other equity interests of the Borrowers and the Guarantors and substantially all of the other tangible and intangible assets of the Borrowers and the Guarantors, including, without limitation, receivables, inventory, equipment, contract rights, securities, patents, trademarks, other intellectual property, cash, bank accounts and securities accounts and owned real estate. The revolving credit facility is secured by first priority liens on receivables, inventory, deposit accounts, securities accounts, instruments, chattel paper and other assets related to the foregoing (the “Revolving First Lien Collateral”), and second priority liens on the collateral which secures the term loan facility on a first priority basis. The term loan facility is secured by first priority liens on the capital stock and other equity interests of the ~~Borrower~~Borrowers and the Guarantors, equipment, owned real estate, trademarks and other intellectual property, general intangibles that are not Revolving First Lien Collateral and other assets related to the foregoing, and second priority liens on the Revolving First Lien Collateral.

Senior Secured Notes

We may redeem all or a portion of the notes at redemption prices as described in the notes.
The notes do not require us to comply with financial maintenance covenants. We are currently required to meet certain incurrence based financial covenants as defined under the notes.
The notes are subject to customary events of default. If an event of default occurs and is continuing, the administrative agent may, or at the request of certain required lenders shall, accelerate the obligations outstanding under the notes.

Term Loan Facility

On ~~May 29, 2015,~~November 22, 2019, we entered into ana second amended and restated ~~$800.0 million~~ term loan credit ~~facility~~agreement for an aggregate principal amount of $380.0 million (the “term loan facility”). As of March 31, ~~2019,~~2020, we had ~~approximately $770.0~~$375.3 million ($~~762.5~~357.5 million, net of discount and issuance costs) outstanding under the term loan facility.

The term loan facility ~~has asix-year~~ ~~term and~~ matures on ~~May 29, 2021. The~~November 22, 2024 and the interest rate ~~applicable~~per annum is equal to, borrowings under the facility is based, at our election, on LIBOR plus 3.0% or an alternative base rate plus applicable margins. LIBOR is subject to a floor of 1.0%, with the length of the LIBOR contracts ranging up to six months at the option of the ~~Company.~~Company, either (a) LIBOR plus a margin of 6.25% or (b) an alternate base rate plus a margin of 5.25%. As of March 31, ~~2019,~~2020, the interest rate ofon the term loan facility was ~~5.5%~~7.25%.

The term loan facility is required to be repaid in quarterly installments of ~~$2.0~~approximately $4.8 million ~~and may be prepaid, in whole or in part, at any time, without premium.~~with the balance being payable on the maturity date.

The term loan facility does not require us to comply with financial maintenance covenants. We are currently required to meet certain ~~incurrence-based~~incurrence based financial covenants as defined under our term loan facility.

The term loan facility contains customary mandatory prepayment requirements, including with respect to excess cash flow, proceeds from certain asset sales or dispositions of property, and proceeds from certain incurrences of indebtedness. The term loan facility permits the Company to voluntarily prepay outstanding amounts at any time without premium or penalty, other than customary breakage costs with respect to LIBOR loans; provided, however, that any voluntary prepayment in connection with certain repricing transactions that occur before the date that is twelve months after the closing of the term loan facility shall be subject to a prepayment premium of 1.00% of the principal amount of the amounts prepaid.

The term loan facility is subject to usual and customary conditions, representations, warranties and covenants, including restrictions on additional indebtedness, liens, investments, mergers, acquisitions, asset dispositions, dividends to stockholders, repurchase or redemption of our stock, transactions with affiliates and other matters. The term loan facility is subject to customary events of default. If an event of default occurs and is continuing, the administrative agent may, or at the request of certain required lenders shall, accelerate the obligations outstanding under the term loan facility.

We are subject to an ~~annual~~ excess cash flow provision under ~~the~~our term loan facility which is predicated upon our leverage ratio and cash flow. ~~We were not required to make a payment under the~~The excess cash flow provision did not apply in ~~2019 and 2018.~~2019.

Revolving Credit Facility

On ~~July~~November 22, ~~2015,~~2019, we entered into ana second amended and restated revolving credit facility (the “revolving credit facility”) to, among other things, reduce the pricing, extend the maturity, conform certain terms to those of our term loan facility and to provide greater availability and operational flexibility. The revolving credit facilityagreement that provides borrowing availability in an amount equal to the lesser of either $250.0 million ~~and~~or a borrowing base that is computed monthly or weekly ~~as the case may be~~ and comprised of the Borrowers’ and ~~certain~~the Guarantors’ eligible inventory and ~~receivables.~~receivables (the “revolving credit facility”).

The revolving credit facility includes a letter of credit subfacility of $50.0 million, a swingline subfacility of $20.0 million and the option to expand the facility by up to $100.0 million in the aggregate under certain specified conditions. The amount of any outstanding letters of credit reduces borrowing availability under the revolving credit facility on adollar-for-dollar basis. As of March 31, ~~2019, no loans are currently~~2020, there was $150.0 million drawn on the revolving credit facility. As of March 31, ~~2019,~~2020, we had approximately ~~$24.3~~$20.1 million of outstanding letters of credit and approximately ~~$149.3~~$34.7 million of borrowing availability under the revolving credit facility. As of May ~~8, 2019,~~7, 2020, there was ~~$10.0~~$150.0 million drawn on the revolving credit facility.

The revolving credit facility has a ~~five year~~five-year term and matures on ~~July~~November 22, ~~2020.~~2024. The interest rate applicable to borrowings under the facility is based, at our election, on LIBOR plus ~~1.75%~~a margin between 1.50% and 2.00% or an alternative base rate plus ~~0.75%; such applicable~~a margin between 0.50% and 1.00%, which margins ~~may increase up to 2.25% and 1.25%, respectively,~~are based on average daily availability. The revolving credit facility may be prepaid, in whole or in part, at any time, without premium.

The revolving credit facility requires us to maintain a minimum fixed charge coverage ratio of 1.0 to 1.0 on a trailing four-quarter basis for periods in which excess availability under the revolving credit facility is less than the greater of $25.0 million and 12.5% of the lesser of the total commitment and the borrowing base then in effect, or less than $20.0 million if certain conditions are met. The minimum fixed charge coverage ratio was not applicable under the facility as of March 31, ~~2019,~~2020, due to our level of borrowing availability.

The revolving credit facility is subject to usual and customary conditions, representations, warranties and covenants, including restrictions on additional indebtedness, liens, investments, mergers, acquisitions, asset dispositions, dividends to stockholders, repurchase or redemption of our stock, transactions with affiliates and other matters. The revolving credit facility is subject to customary events of default. If an event of default occurs and is continuing, the administrative agent may, or at the request of certain required lenders shall, accelerate the obligations outstanding under the revolving credit facility.

General

We had ~~$74.2~~$254.7 million of cash and cash equivalents and ~~$10.0 million of~~no short-term investments at March 31, ~~2019.~~2020. We had ~~$253.4~~$296.4 million of cash and cash equivalents and ~~$49.8 million of~~no short-term investments at December 31, ~~2018.~~2019.

Our business is impacted by the inherent seasonality of the academic calendar, which typically results in a cash flow usage in the first half of the year and a cash flow generation in the second half of the year. We expect our net cash provided by operations combined with our cash and cash equivalents and borrowing availability under our revolving credit facility to provide sufficient liquidity to fund our current obligations, capital spending, debt service requirements and working capital requirements over at least the next twelve months.Our primary credit facilities do not require us to comply with financial maintenance covenants.

Critical Accounting Policies and Estimates

Our financial results are affected by the selection and application of critical accounting policies and methods. ~~Except for the adoption of the new lease accounting standard discussed below, there~~There were no material changes in the three months ended March 31, ~~2019~~2020 to the application of critical accounting policies and estimates as described in our audited consolidated financial statements, which were included in our Annual Report onForm 10-K for the fiscal year ended December 31, ~~2018.~~

2019.

~~Leases~~

~~Refer to Note 3 to~~The critical accounting estimates used in the preparation of the Company’s consolidated financial statements ~~included under Part I, Item 1 of this Quarterly Report on Form10-Q~~ ~~for a detailed description~~may change as new events occur, as more experience is acquired, as additional information is obtained and the Company’s operating environment changes. Actual results may differ from these estimates due to the uncertainty around the magnitude and duration of the ~~impact of the adoption of the new leasing standard on our consolidated balance sheets and statements of operations.~~COVID-19 pandemic, as well as other factors.

Impact of Inflation and Changing Prices

We believe that inflation has not had a material impact on our results of operations during the ~~years~~year ended December 31, ~~2018 and 2017.~~2019 or year to date in 2020. We cannot be sure that future inflation will not have an adverse impact on our operating results and financial condition in future periods. Our ability to adjust selling prices has always been limited by competitive factors and long-term contractual arrangements which either prohibit price increases or limit the amount by which prices may be increased. Further, a weak domestic economy at a time of low inflation could cause lower tax receipts at the state and local level, and the funding and buying patterns for textbooks and other educational materials could be adversely affected.

Covenant Compliance

As of March 31, ~~2019,~~2020, we were in compliance with all of our debt ~~covenants.~~covenants and we expect to be in compliance over the next twelve months.

We are currently required to meet certain incurrence-based financial covenants as defined under our term loan facility, notes and revolving credit facility. We have incurrence based financial covenants primarily pertaining to a maximum leverage ratio and fixed charge coverage ~~ratio, and liquidity.~~ratio. A breach of any of these covenants, ratios, tests or restrictions, as applicable, for which a waiver is not obtained could result in an event of default, in which case our lenders could elect to declare all amounts outstanding to be immediately due and payable and result in a cross-default under other arrangements containing such provisions. A default would permit lenders to

accelerate the maturity for the debt under these agreements and to foreclose upon any collateral securing the debt owed to these lenders and to terminate any commitments of these lenders to lend to us. If the lenders accelerate the payment of the indebtedness, our assets may not be sufficient to repay in full the indebtedness and any other indebtedness that would become due as a result of any acceleration. Further, in such an event, the lenders would not be required to make further loans to us, and assuming similar facilities were not established and we are unable to obtain replacement financing, it would materially affect our liquidity and results of operations.

Off-Balance Sheet Arrangements

We have nooff-balance sheet arrangements.

Recently Issued Accounting Pronouncements

See Note 3 ~~and Note 10~~ to the consolidated financial statements included under Part I, Item 1 of this Quarterly Report on Form10-Q for a discussion of recently issued accounting pronouncements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We are exposed to market risk from foreign currency exchange rates and interest rates, which could affect operating results, financial position and cash flows. We manage exposure to these market risks through our regular operating and financing activities and, when appropriate, through the use of derivative financial instruments. These derivative financial instruments are utilized to hedge economic exposures as well as reduce our earnings and cash flow volatility resulting from shifts in market rates. As permitted, we may designate certain of these derivative contracts for hedge accounting treatment in accordance with authoritative guidance regarding accounting for derivative instruments and hedging activities. However, certain of these instruments may not qualify for, or we may choose not to elect, hedge accounting treatment and, accordingly, the results of our operations may be exposed to some level of volatility. Volatility in our results of operations will vary with the type and amount of derivative hedges outstanding, as well as fluctuations in the currency and interest rate market during the period. Periodically, we may enter into derivative contracts, including interest rate swap agreements and interest rate caps and collars to manage interest rate exposures, and foreign currency spot, forward, swap and option contracts to manage foreign currency exposures. The fair market values of all of these derivative contracts change with fluctuations in interest rates and/or currency rates and are designed so that any changes in their values are offset by changes in the values of the underlying exposures. Derivative financial instruments are held solely as risk management tools and not for trading or speculative purposes.

By their nature, all derivative instruments involve, to varying degrees, elements of market and credit risk not recognized in our financial statements. The market risk associated with these instruments resulting from currency exchange and interest rate movements is expected to offset the market risk of the underlying transactions, assets and liabilities being hedged. Our policy is to deal with counterparties having a single A or better credit rating at the time of the execution. We manage our exposure to counterparty risk of derivative instruments by entering into contracts with a diversified group of major financial institutions and by actively monitoring outstanding positions.

We continue to review liquidity sufficiency by performing various stress test scenarios, such as cash flow forecasting, which considers hypothetical interest rate movements. Furthermore, we continue to closely monitor current events and the financial institutions that support our credit facility, including monitoring their credit ratings and outlooks, credit default swap levels, capital raising and merger activity.

As of March 31, ~~2019,~~2020, we had ~~$770.0~~$375.3 million ($~~762.5~~357.5 million, net of discount and issuance costs) of aggregate principal amount indebtedness outstanding under our term loan facility that bears interest at a variable rate. An increase or decrease of 1% in the interest rate will change our interest expense by approximately ~~$7.7~~$3.8 million on an annual basis. We also have up to $250.0 million of borrowing availability, subject to borrowing base availability, under our revolving credit facility, and borrowings under the revolving credit facility bear interest at a variable rate. As of March 31, ~~2019,~~2020, there ~~were no amounts~~was $150.0 million outstanding on the revolving credit facility. Assuming that the revolving credit facility is fully drawn, an increase or decrease of 1% in the interest rate will change our interest expense associated with the revolving credit facility by $2.5 million on an annual basis.

Our interest rate risk relates primarily to U.S. dollar borrowings partially offset by U.S. dollar cash investments. We have historically used interest rate derivative instruments to manage our earnings and cash flow exposure to changes in interest rates. On August 17, 2015, we entered into interest rate derivative contracts with various financial institutions having an aggregate notional amount of $400.0 million to convert floating rate debt into fixed rate debt, which we designated as cash flow hedges, and for which we had ~~$400.0~~$370.5 million outstanding as of March 31, ~~2019.~~2020. These contracts were effective beginning September 30, 2016 and mature on July 22, 2020.

We conduct various digital development activities in Ireland, and as such, our cash flows and costs are subject to fluctuations from changes in foreign currency exchange rates. We manage our exposures to this market risk through the use of short-term foreign exchange forward and option contracts, when deemed appropriate, which were not significant as of March 31, ~~2019~~2020 and December 31, ~~2018.~~2019. We do not enter into derivative transactions or use other financial instruments for trading or speculative purposes.

Item 4. Controls and Procedures

Our management, with the participation of our Chief Executive Officer (“CEO”), and our Executive Vice President and Chief Financial Officer (“CFO”), evaluated the effectiveness of our disclosure controls and procedures as of March 31, ~~2019~~2020 pursuant toRule 13a-15(b) of the Securities Exchange Act of 1934, as amended (“Exchange Act”). Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to our management, including our CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure. Based on their evaluation, our CEO and CFO concluded that, as of March 31, ~~2019,~~2020 our disclosure controls and procedures were effective.

During the quarter ended March 31, ~~2019,~~2020, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial ~~reporting, except for the following.~~reporting.

On January 1, 2019, we adopted the new lease accounting standard. We have identified appropriate changes to our accounting policies, information technology systems, business processes, and related internal controls to support recognition and disclosure requirements as a result of the adoption. These included the development of new policies including the capitalization of right of use assets and the recognition of the present value of lease liabilities for identified leases, ongoing contract review requirements, and gathering of information for disclosures.

Part II. Other Information

Item 1. Legal Proceedings

We are involved in legal actions, claims, litigation and other matters incidental to our business. Litigation alleging infringement of copyrights and other intellectual property rights, particularly with respect to proprietary photographs and images, is common in the educational publishing industry.

While management believes there is a reasonable possibility we may incur a loss associated with existing legal actions, claims and litigation, we are not able to estimate such amount, but we do not expect any of these matters to have a material adverse effect on our results of operations, financial position or cash flows. We have insurance in such amounts and with such coverage and deductibles as management believes is reasonable. However, there can be no assurance that our liability insurance will cover all events or that the limits of such coverage will be sufficient to fully cover all potential liabilities thereunder.

Item 1A. Risk Factors

~~There have been no material changes since the beginning~~“Item 1A. Risk Factors” of ~~the period covered by this Quarterly Report on~~our Form~~10-Q~~ to 10-K includes a discussion of our risk factors. The information presented below updates, and should be read in conjunction with, the risk factors ~~previously~~and information disclosed in our Annual Report on Form10-K for the fiscal year ended December 31, ~~2018. For more information regarding~~2019 (“2019 Form 10-K”). The developments described in this additional risk factor have heightened, or in some cases manifested, certain of the risks ~~associated with~~disclosed in the risk factor section of our 2019 Form 10-K, and such risk factors are further qualified by the information relating to COVID-19 that is described in this Quarterly Report on Form 10-Q, including in the additional risk factor below. Except as presented below, there have been no material changes from the risk factors described in our 2019 Form 10-K.

We face various risks related to health epidemics, pandemics and similar outbreaks, including COVID-19 which have had, and may continue to have, material adverse effects on our business, financial position, results of operations and ~~industry, please see~~cash flows.

Our business and financial results are/will be negatively impacted by health epidemics, pandemics and similar outbreaks. The recent and rapidly spreading COVID-19 pandemic will have negative impacts on our ~~Annual Report~~business, including causing significant volatility in demand for our products, our ability to service our customers, changes in consumer behavior and preference, disruptions in our supply chain operations and warehousing operations, limitations on ~~Form10-K~~ ~~for~~our employees’ ability to work and travel, adverse impacts on third parties upon which we rely, our ability to satisfy our debt and other obligations, our liquidity, declines in state revenues and related impacts on educational budgets, and significant changes in the ~~year ended December 31, 2018.~~

economic or political conditions in markets in which we operate, both near-term and potentially long-term. Despite our efforts to manage these impacts, their ultimate impact also depends on factors beyond our knowledge or control, including the duration and severity of any such outbreak and actions taken to contain its spread and mitigate its public health effects.

Item 6. Exhibits


Exhibit No.		Description

10.1†*		Letter Agreement Relating to Temporary Salary Reduction dated April 2, 2020 between Houghton Mifflin Harcourt Company and John J. Lynch, Jr.

31.1*		Certification of CEO Pursuant to Rule13a-14(a) or15d-14(a) of the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2*		Certification of CFO Pursuant to Rule13a-14(a) or15d-14(a) of the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1**		Certification of CEO 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 CFO Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS*		The instance document does not appear in the interactive file because its XBRL ~~Instance Document.~~tags are embedded within the inline XBRL document

101.SCH*		Inline XBRL Taxonomy Extension Schema Document.

101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase Document.

101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document.

104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

†	Identifies a management contract or compensatory plan or arrangement.

*	Filed herewith.

This certification shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities under that section. Furthermore, this certification shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933 or the Securities Exchange Act of 1934, regardless of any general incorporation language in such filing.

†42

SIGNATURES

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


		Houghton Mifflin Harcourt Company (Registrant)

May ~~9, 2019~~7, 2020	By:	~~By:~~	/s/ John J. Lynch, Jr.
			John J. Lynch, Jr.
			Chief Executive Officer (Principal Executive Officer)

		Houghton Mifflin Harcourt Company (Registrant)

May ~~9, 2019~~7, 2020	By:	~~By:~~	/s/ Joseph P. Abbott, Jr.
			Joseph P. Abbott, Jr.
			Executive Vice President and Chief Financial Officer ~~(Principal~~ (Principal Financial Officer)

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