Cambium Learning 8-K Cambium Learning Group, Inc. Announces Second Quarter Earnings

Exhibit 99.1

Cambium Learning Group, Inc. Announces Second Quarter Earnings

Dallas, August 12, 2010-Cambium Learning Group, Inc. [NASDAQ: ABCD, the “Company”], a leading provider of research-based education solutions for students in Pre-K through 12th grade, including intervention curricula, educational technologies and services, will hold a conference call today at 4:00 p.m. Eastern Time to discuss second quarter 2010 financial results. The call will be based on unaudited results through June 30, 2010.

The Company reported sales of $76 million for the six months ended June 30, 2010 compared with $37 million in sales for the same period in 2009. The leading contributor to the increase is the inclusion of Voyager Learning Company’s results following the December 8, 2009 completion of the merger. The Company reported a net loss of $22 million for the six months ended June 30, 2010 compared with a net loss of $21 million for the same period in 2009. The significant impact of the Voyager Learning Company merger affects the year-over-year comparability of the Company’s results.

To provide additional business context and to present the results in the same manner as measured by management, the Company continues to provide non-GAAP Adjusted numbers for both 2009 and 2010 which are described below as non-GAAP Financial Measures and primarily include adjustments to reflect the impact of the merger. Reconciliation tables are presented in the Q2 2010 Earnings Tables at the link below.

On an adjusted basis, which includes the combined results of Voyager Learning Company, the Company reported Adjusted Sales of $86 million for the six months ended June 30, 2010 versus $84 million for the same period in 2009. While Adjusted Sales for the Company increased 2.5% during the first six months, the Company experienced a decline in order volume of 10% compared with the same prior year period. Order volume is a management metric used as a leading indicator of sales, and measures shipment of products plus orders for subscription products and services. Adjusted Sales increased as order volume declined because the Company recognized deferred revenues from prior periods. As the Company defers a significant portion of sales until services are rendered and products delivered, there is a delayed effect between order volume and sales.

The Company reported Adjusted EBITDA, which includes the combined results of Voyager Learning Company, of $20 million for the first six months ended June 30, 2010 versus $14 million for the same period in 2009, resulting in an increase of $6 million. The increase is due to increased sales recognition, on an adjusted basis, and decreased adjusted spending as a result of continued integration synergy savings partially offset with planned investments in the Sopris and Cambium Learning Technologies business units.

Click here to view 2010 Earnings Tables

Non-GAAP Financial Measures

EBITDA, Adjusted EBITDA and Adjusted Sales are not prepared in accordance with GAAP and may be different from non-GAAP financial measures used by other companies. Non-GAAP financial measures should not be considered a substitute for, or superior to, measures of financial performance prepared in accordance with GAAP. The Company believes that Adjusted EBITDA and Adjusted Sales provide useful information to investors because they reflect the underlying performance of the ongoing operations of the company, including the recent acquisition of Voyager Learning Company, and provide investors with a view of the combined Company’s

operations from management’s perspective. Adjusted EBITDA and Adjusted Sales exclude items that do not reflect the underlying performance of the combined Company by removing significant one-time or certain non-cash items. The Company uses these measures to monitor and evaluate the operating performance of the Company and as the basis to set and measure progress towards performance targets, which directly affect compensation for employees and executives. The Company generally uses these non-GAAP measures as measures of operating performance and not as measures of the Company’s liquidity.

Investor Conference Call

The Company will hold a conference call today at 4:00 p.m. Eastern Time. The call will address unaudited financial results through June 30, 2010.

To listen to the Company’s upcoming conference call, please dial (877) 317-6789 and reference “Cambium Learning” at 4:00 p.m. Eastern Time on Thursday, August 12, 2010. The call will be recorded and archived until Thursday, September 9, 2010, and can be replayed by calling (877) 344-7529 and entering ID# 442507. The conference call will also be Webcast and available on the Company’s Website atwww.cambiumlearninggroup.com.

About Cambium Learning Group, Inc.

Cambium Learning Group, Inc. (NASDAQ:ABCD) is based in Dallas, Texas, and operates three business units: Voyager, a comprehensive intervention business; Sopris, a supplemental solutions business; and Cambium Learning Technologies, which includes ExploreLearning, IntelliTools, Kurzweil and Learning A-Z. Through its core divisions, Cambium Learning Group, Inc. provides research-based education solutions for students in Pre-K through 12th grade, including intervention curricula, educational technologies and services primarily focused on serving the needs of the nation’s most challenged learners and enabling students to realize their full potential. The company’s website iswww.cambiumlearninggroup.com.

Media and Investor Contact:
Shannan Overbeck
Cambium Learning Group, Inc.
214.932.9476
shannan.overbeck@cambiumlearning.com

Forward Looking Statements

Some of the statements contained herein constitute forward-looking statements. These statements relate to future events, including the future financial performance of Cambium Learning Group, Inc., and involve known and unknown risks, uncertainties and other factors that may cause the markets, actual results, levels of activity, performance or achievements of Cambium Learning Group, Inc. to be materially different from any actual future results, levels of activity, performance or achievements. These risks and other factors you should consider include, but are not limited to, the ability to successfully attract and retain a broad customer base for current and future products, changes in customer demands or industry standards, success of ongoing product development, maintaining acceptable margins, the ability to control costs, K-12 enrollment and demographic trends, the level of educational and education technology funding, the impact of federal, state and local regulatory requirements on the business of the company, the loss of key personnel, the impact of competition and the risk that competitors will seek to capitalize on the risks and uncertainties confronting the new combined company, the uncertainty of general economic conditions and financial market performance, and those other risks and uncertainties listed under the heading “RISK FACTORS” in Cambium Learning Group, Inc.’s Form 10-K. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” “continue,” “projects,” “intends,” “prospects,” or “priorities,” or the negative of such terms, or other comparable terminology. These statements are only predictions. Actual events or results may differ materially. Cambium Learning Group, Inc. does not assume or undertake any obligation to update the information contained in this press release, and expressly disclaims any obligation to do so, whether as a result of new information, future events or otherwise.

###

Cambium Learning Group, Inc. and Subsidiaries

Condensed Consolidated Statements of Operations

(In thousands, except per share data)

(Unaudited)

	Three Months Ended						Six Months Ended
	June 30,			June 30,			June 30,			June 30,
	2010			2009			2010			2009
Net sales	$	47,901		$	20,976		$	76,123		$	36,770
Cost of sales:
Cost of sales		15,217			5,582			26,529			10,287
Amortization expense		7,245			4,156			13,987			8,312
Total cost of sales		22,462			9,738			40,516			18,599
Research and development expense		2,563			1,161			5,573			2,559
Sales and marketing expense		11,176			5,026			22,233			10,487
General and administrative expense		5,605			3,939			13,543			8,223
Shipping costs		1,168			323			1,712			590
Depreciation and amortization expense		2,360			2,364			4,937			4,744
Goodwill impairment		—			9,105			—			9,105
Embezzlement and related expense (recoveries)		11			262			30			(121	)
Total costs and expenses		45,345			31,918			88,544			54,186
Income (loss) before interest, other income (expense) and income taxes		2,556			(10,942	)		(12,421	)		(17,416	)
Net interest expense		(4,614	)		(4,866	)		(8,982	)		(9,543	)
Other expense, net		(85	)		(142	)		(95	)		(205	)
Loss before income taxes		(2,143	)		(15,950	)		(21,498	)		(27,164	)
Income tax (expense) benefit		(34	)		2,099			(119	)		6,416
Net loss	$	(2,177	)	$	(13,851	)	$	(21,617	)	$	(20,748	)
Net loss per common share:
Basic net loss per common share	$	(0.05	)	$	(0.68	)	$	(0.49	)	$	(1.01	)
Diluted net loss per common share	$	(0.05	)	$	(0.68	)	$	(0.49	)	$	(1.01	)
Average number of common shares and equivalents outstanding:
Basic		44,324			20,493			44,321			20,493
Diluted		44,324			20,493			44,321			20,493

Cambium Learning Group, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(In thousands, except per share data)

	June 30,			December 31,
	2010			2009
	(unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	6,950		$	13,345
Accounts receivable, net		30,157			19,127
Inventory		24,642			19,812
Deferred tax assets		6,267			6,267
Restricted assets, current		9,387			9,755
Other current assets		4,651			6,010
Total current assets		82,054			74,316
Property, equipment and software at cost		27,969			24,951
Accumulated depreciation and amortization		(6,289	)		(4,294	)
Net property, equipment and software		21,680			20,657
Goodwill		151,915			151,915
Acquired curriculum and technology intangibles, net		38,832			44,695
Acquired publishing rights, net		45,510			52,312
Other intangible assets, net		25,007			28,133
Pre-publication costs, net		6,631			5,464
Restricted assets, less current portion		13,372			14,930
Other assets		1,970			1,419
Total assets	$	386,971		$	393,841
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Notes payable — line of credit	$	18,000		$	5,000
Current portion of long-term debt		1,280			1,280
Current portion of capital lease obligations		382			443
Accounts payable		8,378			2,308
Contingent value rights, current		7,882			3,950
Accrued expenses		20,099			23,920
Deferred revenue, current		20,842			21,465
Total current liabilities		76,863			58,366
Long-term liabilities:
Long-term debt, less current portion		150,899			150,487
Capital lease obligations, less current portion		12,514			12,695
Deferred revenue, less current portion		2,801			2,716
Contingent value rights, less current portion		1,717			5,649
Other liabilities		23,482			24,156
Total long-term liabilities		191,413			195,703
Stockholders’ equity:
Preferred stock ($.001 par value, 15,000 shares authorized, zero shares issued and outstanding at June 30, 2010 and December 31, 2009)		—			—
Common stock ($.001 par value, 150,000 shares authorized, 43,869 and 43,859 shares issued and outstanding at June 30, 2010 and December 31, 2009, respectively)		44			44
Capital surplus		259,329			258,789
Accumulated deficit		(140,885	)		(119,268	)
Other comprehensive income (loss):
Pension and postretirement plans		206			206
Net unrealized gain on securities		1			1
Accumulated other comprehensive income		207			207
Total stockholders’ equity		118,695			139,772
Total liabilities and stockholders’ equity	$	386,971		$	393,841

Cambium Learning Group, Inc.

Reconciliation of Adjusted Sales and Adjusted EBITDA

Three Months Ended June 30, 2010

(In thousands)

Unaudited

				Non-recurring or non-operating costs excluded from Adjusted EBITDA:
							Legacy			Stock-based			Embezzlement			Adj Related
	Total			Integration			VLCY			Compensation			and			to Purchase		Adjusted
	GAAP			Costs			Corporate			Expense			Related			Accounting		EBITDA
Voyager	$	32,600		$	—		$	—		$	—		$	—		$	1,901	$	34,501
Sopris		6,408			—			—			—			—			—		6,408
Cambium Learning Technologies		8,893			—			—			—			—			2,659		11,552
Total net sales		47,901			—			—			—			—			4,560		52,461
Cost of sales		15,217			47			—			(21	)		—			518		15,761
Cost of sales — amortization		7,245			—			—			—			—			—		7,245
Total cost of sales		22,462			47			—			(21	)		—			518		23,006
Research and development expense		2,563			(73	)		—			(44	)		—			—		2,446
Sales and marketing expenses		11,176			—			—			(48	)		—			332		11,460
General and administrative expense		5,605			(784	)		(175	)		(186	)		—			—		4,460
Shipping costs		1,168			(304	)		—			—			—			—		864
Depreciation and amortization		2,360			—			—			—			—			—		2,360
Embezzlement and related		11			—			—			—			(11	)		—		—
Income (loss) from operations		2,556			1,114			175			299			11			3,710		7,865
Net interest income (expense)		(4,614	)		—			—			—			—			—		(4,614	)
Other income (expense)		(85	)		—			—			—			—			—		(85	)
Income tax expense		(34	)		—			—			—			—			—		(34	)
Net income (loss)		(2,177	)		1,114			175			299			11			3,710		3,132
Normal non-GAAP EBITDA Adjustments:
Depreciation and amortization		9,605			—			—			—			—			—		9,605
Net interest income (expense)		4,614			—			—			—			—			—		4,614
Other income (expense)		85			—			—			—			—			—		85
Income tax		34			—			—			—			—			—		34
EBITDA	$	12,161		$	1,114		$	175		$	299		$	11		$	3,710	$	17,470

Cambium Learning Group, Inc.

Reconciliation of Adjusted Sales and Adjusted EBITDA

Three Months Ended June 30, 2009

(In thousands)

Unaudited

										Non-recurring or non-operating costs excluded from Adjusted EBITDA:
							Total						Legacy			Stock-based			Embezzlement
	Total						Combined			Transaction			VLCY			Compensation			and			Goodwill			Adjusted
	GAAP			VLCY			Results			Costs			Corporate			Expense			Related			Impairment			EBITDA
Voyager	$	9,238		$	22,965		$	32,203		$	—		$	—		$	—		$	—		$	—		$	32,203
Sopris		7,292			—			7,292			—			—			—			—			—			7,292
Cambium Learning Technologies		4,446			5,328			9,774			—			—			—			—			—			9,774
Total net sales		20,976			28,293			49,269			—			—			—			—			—			49,269
Cost of sales		5,582			9,067			14,649			—			—			—			—			—			14,649
Cost of sales — amortization		4,156			4,158			8,314			—			—			—			—			—			8,314
Total cost of sales		9,738			13,225			22,963			—			—			—			—			—			22,963
Research and development expense		1,161			1,035			2,196			—			—			—			—			—			2,196
Sales and marketing expenses		5,026			7,324			12,350			—			—			—			—			—			12,350
General and administrative expense		3,939			5,975			9,914			(3,316	)		(319	)		(55	)		—			—			6,224
Shipping costs		323			446			769			—			—			—			—			—			769
Depreciation and amortization		2,364			599			2,963			—			—			—			—			—			2,963
Embezzlement and related		262			—			262			—			—			—			(262	)		—			—
Goodwill impairment		9,105			21,984			31,089			—			—			—			—			(31,089	)		—
Income (loss) from operations		(10,942	)		(22,295	)		(33,237	)		3,316			319			55			262			31,089			1,804
Net interest income (expense)		(4,866	)		(50	)		(4,916	)		—			—			—			—			—			(4,916	)
Other income (expense)		(142	)		(84	)		(226	)		—			—			—			—			—			(226	)
Income tax benefit		2,099			126			2,225			—			—			—			—			—			2,225
Net income (loss)		(13,851	)		(22,303	)		(36,154	)		3,316			319			55			262			31,089			(1,113	)
Normal non-GAAP EBITDA Adjustments:
Depreciation and amortization		6,520			4,757			11,277			—			—			—			—			—			11,277
Net interest income (expense)		4,866			50			4,916			—			—			—			—			—			4,916
Other income		142			84			226			—			—			—			—			—			226
Income tax		(2,099	)		(126	)		(2,225	)		—			—			—			—			—			(2,225	)
EBITDA	$	(4,422	)	$	(17,538	)	$	(21,960	)	$	3,316		$	319		$	55		$	262		$	31,089		$	13,081

Cambium Learning Group, Inc.

Reconciliation of Adjusted Sales and Adjusted EBITDA

Six Months Ended June 30, 2010

(In thousands)

Unaudited

				Non-recurring or non-operating costs excluded from Adjusted EBITDA:
							Legacy			Stock-based			Embezzlement			Adj Related
	Total			Integration			VLCY			Compensation			and			to Purchase		Adjusted
	GAAP			Costs			Corporate			Expense			Related			Accounting		EBITDA
Voyager	$	48,472		$	—		$	—		$	—		$	—		$	3,979	$	52,451
Sopris		10,311			—			—			—			—			—		10,311
Cambium Learning Technologies		17,340			—			—			—			—			5,733		23,073
Total net sales		76,123			—			—			—			—			9,712		85,835
Cost of sales		26,529			(972	)		—			(30	)		—			926		26,453
Cost of sales — amortization		13,987			—			—			—			—			—		13,987
Total cost of sales		40,516			(972	)		—			(30	)		—			926		40,440
Research and development expense		5,573			(313	)		—			(63	)		—			—		5,197
Sales and marketing expenses		22,233			(244	)		—			(68	)		—			717		22,638
General and administrative expense		13,543			(2,724	)		(475	)		(372	)		—			—		9,972
Shipping costs		1,712			(304	)		—			—			—			—		1,408
Depreciation and amortization		4,937			—			—			—			—			—		4,937
Embezzlement and related		30			—			—			—			(30	)		—		—
Income (loss) from operations		(12,421	)		4,557			475			533			30			8,069		1,243
Net interest income (expense)		(8,982	)		—			—			—			—			—		(8,982	)
Other income (expense)		(95	)		—			—			—			—			—		(95	)
Income tax expense		(119	)		—			—			—			—			—		(119	)
Net income (loss)		(21,617	)		4,557			475			533			30			8,069		(7,953	)
Normal non-GAAP EBITDA Adjustments:
Depreciation and amortization		18,924			—			—			—			—			—		18,924
Net interest income (expense)		8,982			—			—			—			—			—		8,982
Other income (expense)		95			—			—			—			—			—		95
Income tax		119			—			—			—			—			—		119
EBITDA	$	6,503		$	4,557		$	475		$	533		$	30		$	8,069	$	20,167

Cambium Learning Group, Inc.

Reconciliation of Adjusted Sales and Adjusted EBITDA

Six Months Ended June 30, 2009

(In thousands)

Unaudited

										Non-recurring or non-operating costs excluded from Adjusted EBITDA:
							Total									Legacy			Stock-based			Embezzlement
	Total						Combined			Transaction			Integration			VLCY			Compensation			and			Goodwill			Adjusted
	GAAP			VLCY			Results			Costs			Costs			Corporate			Expense			Related			Impairment			EBITDA
Voyager	$	15,178		$	36,531		$	51,709		$	—		$	—		$	—		$	—		$	—		$	—		$	51,709
Sopris		12,666			—			12,666			—			—			—			—			—			—			12,666
Cambium Learning Technologies		8,926			10,478			19,404			—			—			—			—			—			—			19,404
Total net sales		36,770			47,009			83,779			—			—			—			—			—			—			83,779
Cost of sales		10,287			14,921			25,208			—			—			—			—			—			—			25,208
Cost of sales — amortization		8,312			8,538			16,850			—			—			—			—			—			—			16,850
Total cost of sales		18,599			23,459			42,058			—			—			—			—			—			—			42,058
Research and development expense		2,559			2,162			4,721			—			—			—			—			—			—			4,721
Sales and marketing expenses		10,487			14,074			24,561			—			—			—			—			—			—			24,561
General and administrative expense		8,223			12,440			20,663			(5,916	)		(162	)		(905	)		(134	)		—			—			13,546
Shipping costs		590			683			1,273			—			—			—			—			—			—			1,273
Depreciation and amortization		4,744			1,145			5,889			—			—			—			—			—			—			5,889
Embezzlement and related		(121	)		—			(121	)		—			—			—			—			121			—			—
Goodwill impairment		9,105			21,984			31,089			—			—			—			—			—			(31,089	)		—
Income (loss) from operations		(17,416	)		(28,938	)		(46,354	)		5,916			162			905			134			(121	)		31,089			(8,269	)
Net interest income (expense)		(9,543	)		(415	)		(9,958	)		—			—			—			—			—			—			(9,958	)
Other income (expense)		(205	)		1,184			979			—			—			—			—			—			—			979
Income tax benefit		6,416			447			6,863			—			—			—			—			—			—			6,863
Net income (loss)		(20,748	)		(27,722	)		(48,470	)		5,916			162			905			134			(121	)		31,089			(10,385	)
Normal non-GAAP EBITDA Adjustments:
Depreciation and amortization		13,056			9,683			22,739			—			—			—			—			—			—			22,739
Net interest income (expense)		9,543			415			9,958			—			—			—			—			—			—			9,958
Other income		205			(1,184	)		(979	)		—			—			—			—			—			—			(979	)
Income tax		(6,416	)		(447	)		(6,863	)		—			—			—			—			—			—			(6,863	)
EBITDA	$	(4,360	)	$	(19,255	)	$	(23,615	)	$	5,916		$	162		$	905		$	134		$	(121	)	$	31,089		$	14,470