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

Exhibit 99.1

Cambium Learning Group, Inc. Announces Third Quarter Earnings

DALLAS, Nov. 4, 2010 /PRNewswire via COMTEX/ —

Cambium Learning Group, Inc. [Nasdaq: ABCD, the “Company"], a leading provider of research-based education solutions for students in Pre-K through 12th grade, including intervention curricula, educational technologies and services, today announced financial results for the third quarter ended September 30, 2010.

Third Quarter 2010 Year to Date Financial Summary

• Adjusted sales of $145 million for the nine months ended Sept 30, 2010 were down 8% versus $157 million for the same period 2009. Adjusted sales by business unit and change from prior year were as follows:

• Voyager sales: $90 million, down 13%

• Cambium Learning Technologies sales: $35 million, up 9%

• Sopris sales: $20 million, down 7%

• Year-to-date adjusted earnings before interest, taxes, depreciation and amortization (EBITDA) were $41 million versus $42 million for the same period in 2009, a decline of 2%.

• The Company continued to achieve merger related synergy savings and variable costs savings relative to prior year which have been effective in keeping earnings relatively flat in the face of revenue declines.

• The Company’s cash flow, being seasonal, turned positive in the second half of the year (excluding non-recurring items) and the Company’s revolving line of credit will be paid off by mid-November.

• The Company has a few transactions remaining in its pipeline that are targeted for closure in 2010. These opportunities are mainly related to customer available ARRA Stimulus funding and will play a significant role in determining the company’s end of year adjusted sales and adjusted EBITDA.

Ron Klausner, Chief Executive Officer stated, “Although challenging state and local budgets continue to impact our large ticket priced products, we were able to maintain earnings consistent with prior year. Year-versus-year declines in sales are primarily in the Voyager unit.”

Klausner added, “While remaining sensitive to our objective to grow earnings, we continued to also make significant new investments in product development and technology to better diversify our portfolio, and provide a platform for renewed top line growth. We released Kurzweil Version 12, redesigned the Sopris Website to better drive e-commerce and e-leads and continued robust investments in our suite of online student centric capabilities in Learning A-Z and ExploreLearning.”

Order Volume Trends

Order volume is an internal metric that is a leading indicator of revenues. Through Q3 2010 we have experienced the following trends in order volume:

• Year-to-date company-wide order volume decreased by 11%, impacting the Voyager segment the most as order volume in that unit decreased by 20% versus prior year. The Company continued to experience elongated and delayed buying cycles with its customers related to large dollar transactions.

• Cambium Learning Technologies segment increased order volume year-to-date by 17% led by increases in ExploreLearning and Learning A-Z in excess of 25% each.

• Investments in the Sopris segment, including the launch of the new DIBELS Next, helped increase order volume 10% in the third quarter versus prior year. The full year order volume for the Sopris segment is now down 7% for the year due to the timing of a royalty payment in the first quarter of 2009 that is now expected in Q4 2010.

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 discuss its financial results on a conference call today at 5:00 p.m. Eastern Time. The call will address unaudited financial results for the third quarter ended September 30, 2010.

To listen to the Company’s conference call, please dial (800) 860-2442 and reference “Cambium Learning” at 5:00 p.m. Eastern Time on Thursday, November 4, 2010. The call will be recorded and archived until Wednesday, November 24, 2010, and can be replayed by calling (877) 344-7529 and entering ID# 445667. The conference call will also be Webcast and available on the Company’s Website at www.cambiumlearninggroup.com.

About Cambium Learning Group, Inc.

Cambium Learning Group, Inc. (NASDAQ: ABCD) is based in Dallas, Texas, and operates three business units: Voyager, a comprehensive intervention business; Sopris, a supplemental solutions business; and Cambium Learning Technologies, which includes ExploreLearning, IntelliTools, Kurzweil and Learning A-Z. Through its core divisions, Cambium Learning Group, Inc. provides research-based education solutions for students in Pre-K through 12th grade, including intervention curricula, educational technologies and services primarily focused on serving the needs of the 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.’sForm 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						Nine Months Ended
	September 30,			September 30,			September 30,			September 30,
	2010			2009			2010			2009
Net sales	$	56,607		$	40,972		$	132,730		$	77,742
Cost of sales:
Cost of sales		18,021			10,682			44,550			20,969
Amortization expense		7,096			4,195			21,083			12,507
Total cost of sales		25,117			14,877			65,633			33,476
Research and development expense		2,543			1,558			8,116			4,117
Sales and marketing expense		11,966			5,396			34,199			15,883
General and administrative expense		5,608			5,176			19,151			13,399
Shipping costs		1,122			724			2,834			1,314
Depreciation and amortization expense		2,085			2,359			7,022			7,103
Goodwill impairment		—			—			—			9,105
Embezzlement and related expense (recoveries)		21			(74	)		51			(195	)
Total costs and expenses		48,462			30,016			137,006			84,202
Income (loss) before interest, other income (expense)and income taxes		8,145			10,956			(4,276	)		(6,460	)
Net interest expense		(4,478	)		(4,991	)		(13,460	)		(14,534	)
Other income (expense), net		271			(154	)		176			(359	)
Income (loss) before income taxes		3,938			5,811			(17,560	)		(21,353	)
Income tax benefit (expense)		8			(1,373	)		(111	)		5,043
Net income (loss)	$	3,946		$	4,438		$	(17,671	)	$	(16,310	)
Net income (loss) per common share:
Basic net income (loss) per common share	$	0.09		$	0.22		$	(0.40	)	$	(0.80	)
Diluted net income (loss) per common share	$	0.09		$	0.22		$	(0.40	)	$	(0.80	)
Average number of common shares and equivalents outstanding:
Basic		44,324			20,493			44,322			20,493
Diluted		44,395			20,493			44,322			20,493

Cambium Learning Group, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
(In thousands, except per share data)

	September 30,			December 31,
	2010			2009
	(unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	5,838		$	13,345
Accounts receivable, net		34,073			19,127
Inventory		23,594			19,812
Deferred tax assets		6,267			6,267
Restricted assets, current		3,177			9,755
Other current assets		5,147			6,010
Total current assets		78,096			74,316
Property, equipment and software at cost		30,213			24,951
Accumulated depreciation and amortization		(7,111	)		(4,294	)
Net property, equipment and software		23,102			20,657
Goodwill		151,915			151,915
Acquired curriculum and technology intangibles, net		35,901			44,695
Acquired publishing rights, net		42,108			52,312
Other intangible assets, net		23,569			28,133
Pre-publication costs, net		7,281			5,464
Restricted assets, less current portion		12,935			14,930
Other assets		13,428			1,419
Total assets	$	388,335		$	393,841
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Notes payable — line of credit	$	11,200		$	5,000
Current portion of long-term debt		1,280			1,280
Current portion of capital lease obligations		359			443
Accounts payable		5,354			2,308
Contingent value rights, current		2,847			3,950
Accrued expenses		19,951			23,920
Deferred revenue, current		30,156			21,465
Total current liabilities		71,147			58,366
Long-term liabilities:
Long-term debt, less current portion		151,112			150,487
Capital lease obligations, less current portion		12,424			12,695
Deferred revenue, less current portion		3,145			2,716
Contingent value rights, less current portion		5,746			5,649
Other liabilities		21,841			24,156
Total long-term liabilities		194,268			195,703
Stockholders’ equity:
Preferred stock ($.001 par value, 15,000 shares authorized, zero shares issued and outstanding at September 30, 2010 and December 31, 2009)		—			—
Common stock ($.001 par value, 150,000 shares authorized, 43,869 and 43,859 shares issued and outstanding at September 30, 2010 and December 31, 2009, respectively)		44			44
Capital surplus		259,608			258,789
Accumulated deficit		(136,939	)		(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		122,920			139,772
Total liabilities and stockholders’ equity	$	388,335		$	393,841

Cambium Learning Group, Inc.
Reconciliation of Adjusted Sales and Adjusted EBITDA
Three Months Ended September 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		Adjustments to			Adjusted
	GAAP			Costs			Corporate			Expense			Related			Accounting		CVR Liability			EBITDA
Voyager	$	37,376		$	—		$	—		$	—		$	—		$	610	$	—		$	37,986
Sopris		9,587			—			—			—			—			—		—			9,587
Cambium Learning Technologies		9,644			—			—			—			—			1,790		—			11,434
Total net sales		56,607			—			—			—			—			2,400		—			59,007
Cost of sales		18,021			(69	)		—			(14	)		—			242		—			18,180
Cost of sales — amortization		7,096			—			—			—			—			—		—			7,096
Total cost of sales		25,117			(69	)		—			(14	)		—			242		—			25,276
Research and development expense		2,543			(62	)		—			(30	)		—			—		—			2,451
Sales and marketing expenses		11,966			(58	)		—			(34	)		—			209		—			12,083
General and administrative expense		5,608			(760	)		(360	)		(167	)		—			—		(100	)		4,221
Shipping costs		1,122			—			—			—			—			—		—			1,122
Depreciation and amortization		2,085			—			—			—			—			—		—			2,085
Embezzlement and related		21			—			—			—			(21	)		—		—			—
Income (loss) from operations		8,145			949			360			245			21			1,949		100			11,769
Net interest income (expense)		(4,478	)		—			—			—			—			—		—			(4,478	)
Other income (expense)		271			—			—			—			—			—		—			271
Income tax benefit		8			—			—			—			—			—		—			8
Net income (loss)		3,946			949			360			245			21			1,949		100			7,570
Normal non-GAAP EBITDA Adjustments:
Depreciation and amortization		9,181			—			—			—			—			—		—			9,181
Net interest income (expense)		4,478			—			—			—			—			—		—			4,478
Other income		(271	)		—			—			—			—			—		—			(271	)
Income tax		(8	)		—			—			—			—			—		—			(8	)
EBITDA	$	17,326		$	949		$	360		$	245		$	21		$	1,949	$	100		$	20,950

Cambium Learning Group, Inc.
Reconciliation of Adjusted Sales and Adjusted EBITDA
Three Months Ended September 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	$	25,596		$	26,768		$	52,364		$	—		$	—		$	—		$	—		$	—		$	—		$	52,364
Sopris		8,799			—			8,799			—			—			—			—			—			—			8,799
Cambium Learning Technologies		6,577			5,807			12,384			—			—			—			—			—			—			12,384
Total net sales		40,972			32,575			73,547			—			—			—			—			—			—			73,547
Cost of sales		10,682			9,910			20,592			—			—			—			—			—			—			20,592
Cost of sales — amortization		4,195			4,382			8,577			—			—			—			—			—			—			8,577
Total cost of sales		14,877			14,292			29,169			—			—			—			—			—			—			29,169
Research and development expense		1,558			1,274			2,832			—			—			—			—			—			—			2,832
Sales and marketing expenses		5,396			8,541			13,937			—			—			—			—			—			—			13,937
General and administrative expense		5,176			5,939			11,115			(2,096	)		(511	)		(1,237	)		(85	)		—			—			7,186
Shipping costs		724			784			1,508			—			—			—			—			—			—			1,508
Depreciation and amortization		2,359			540			2,899			—			—			—			—			—			—			2,899
Embezzlement and related		(74	)		—			(74	)		—			—			—			—			74			—			0
Goodwill impairment		—			5,191			5,191			—			—			—			—			—			(5,191	)		(0	)
Income (loss) from operations		10,956			(3,986	)		6,970			2,096			511			1,237			85			(74	)		5,191			16,016
Net interest income (expense)		(4,991	)		(126	)		(5,117	)		—			—			—			—			—			—			(5,117	)
Other income (expense)		(154	)		(230	)		(384	)		—			—			—			—			—			—			(384	)
Income tax benefit		(1,373	)		(366	)		(1,739	)		—			—			—			—			—			—			(1,739	)
Net income (loss)		4,438			(4,708	)		(270	)		2,096			511			1,237			85			(74	)		5,191			8,776
Normal non-GAAP EBITDA Adjustments:
Depreciation and amortization		6,554			4,922			11,476			—			—			—			—			—			—			11,476
Net interest income (expense)		4,991			126			5,117			—			—			—			—			—			—			5,117
Other income		154			230			384			—			—			—			—			—			—			384
Income tax		1,373			366			1,739			—			—			—			—			—			—			1,739
EBITDA	$	17,510		$	936		$	18,446		$	2,096		$	511		$	1,237		$	85		$	(74	)	$	5,191		$	27,492

Cambium Learning Group, Inc.
Reconciliation of Adjusted Sales and Adjusted EBITDA
Nine Months Ended September 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		Adjustments to			Adjusted
	GAAP			Costs			Corporate			Expense			Related			Accounting		CVR Liability			EBITDA
Voyager	$	85,848		$	—		$	—		$	—		$	—		$	4,589	$	—		$	90,437
Sopris		19,898			—			—			—			—			—		—			19,898
Cambium Learning Technologies		26,984			—			—			—			—			7,523		—			34,507
Total net sales		132,730			—			—			—			—			12,112		—			144,842
Cost of sales		44,550			(1,041	)		—			(44	)		—			1,168		—			44,633
Cost of sales — amortization		21,083			—			—			—			—			—		—			21,083
Total cost of sales		65,633			(1,041	)		—			(44	)		—			1,168		—			65,716
Research and development expense		8,116			(375	)		—			(93	)		—			—		—			7,648
Sales and marketing expenses		34,199			(302	)		—			(102	)		—			926		—			34,721
General and administrative expense		19,151			(3,484	)		(835	)		(539	)		—			—		(100	)		14,193
Shipping costs		2,834			(304	)		—			—			—			—		—			2,530
Depreciation and amortization		7,022			—			—			—			—			—		—			7,022
Embezzlement and related		51			—			—			—			(51	)		—		—			—
Income (loss) from operations		(4,276	)		5,506			835			778			51			10,018		100			13,012
Net interest income (expense)		(13,460	)		—			—			—			—			—		—			(13,460	)
Other income (expense)		176			—			—			—			—			—		—			176
Income tax expense		(111	)		—			—			—			—			—		—			(111	)
Net income (loss)		(17,671	)		5,506			835			778			51			10,018		100			(383	)
Normal non-GAAP EBITDA Adjustments:
Depreciation and amortization		28,105			—			—			—			—			—		—			28,105
Net interest income (expense)		13,460			—			—			—			—			—		—			13,460
Other income (expense)		(176	)		—			—			—			—			—		—			(176	)
Income tax		111			—			—			—			—			—		—			111
EBITDA	$	23,829		$	5,506		$	835		$	778		$	51		$	10,018	$	100		$	41,117

Cambium Learning Group, Inc.
Reconciliation of Adjusted Sales and Adjusted EBITDA
Nine Months Ended September 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	$	40,774		$	63,299		$	104,073		$	—		$	—		$	—		$	—		$	—		$	—		$	104,073
Sopris		21,465			—			21,465			—			—			—			—			—			—			21,465
Cambium Learning Technologies		15,503			16,285			31,788			—			—			—			—			—			—			31,788
Total net sales		77,742			79,584			157,326			—			—			—			—			—			—			157,326
Cost of sales		20,969			24,831			45,800			—			—			—			—			—			—			45,800
Cost of sales — amortization		12,507			12,920			25,427			—			—			—			—			—			—			25,427
Total cost of sales		33,476			37,751			71,227			—			—			—			—			—			—			71,227
Research and development expense		4,117			3,436			7,553			—			—			—			—			—			—			7,553
Sales and marketing expenses		15,883			22,615			38,498			—			—			—			—			—			—			38,498
General and administrative expense		13,399			18,379			31,778			(8,012	)		(673	)		(2,142	)		(219	)		—			—			20,732
Shipping costs		1,314			1,467			2,781			—			—			—			—			—			—			2,781
Depreciation and amortization		7,103			1,685			8,788			—			—			—			—			—			—			8,788
Embezzlement and related		(195	)		—			(195	)		—			—			—			—			195			—			—
Goodwill impairment		9,105			27,175			36,280			—			—			—			—			—			(36,280	)		—
Income (loss) from operations		(6,460	)		(32,924	)		(39,384	)		8,012			673			2,142			219			(195	)		36,280			7,747
Net interest income (expense)		(14,534	)		(541	)		(15,075	)		—			—			—			—			—			—			(15,075	)
Other income (expense)		(359	)		954			595			—			—			—			—			—			—			595
Income tax benefit		5,043			81			5,124			—			—			—			—			—			—			5,124
Net income (loss)		(16,310	)		(32,430	)		(48,740	)		8,012			673			2,142			219			(195	)		36,280			(1,609	)
Normal non-GAAP EBITDA Adjustments:
Depreciation and amortization		19,610			14,605			34,215			—			—			—			—			—			—			34,215
Net interest income (expense)		14,534			541			15,075			—			—			—			—			—			—			15,075
Other income		359			(954	)		(595	)		—			—			—			—			—			—			(595	)
Income tax		(5,043	)		(81	)		(5,124	)		—			—			—			—			—			—			(5,124	)
EBITDA	$	13,150		$	(18,319	)	$	(5,169	)	$	8,012		$	673		$	2,142		$	219		$	(195	)	$	36,280		$	41,962

SOURCE Cambium Learning Group, Inc.