Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Mar. 31, 2014 | Apr. 30, 2014 | |
Document Document And Entity Information [Line Items] | ' | ' |
Entity Registrant Name | 'Cambium Learning Group, Inc. | ' |
Entity Central Index Key | '0001466815 | ' |
Document Type | '10-Q | ' |
Document Period End Date | 31-Mar-14 | ' |
Amendment Flag | 'false | ' |
Document Fiscal Year Focus | '2014 | ' |
Document Fiscal Period Focus | 'Q1 | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Filer Category | 'Smaller Reporting Company | ' |
Entity Common Stock, Shares Outstanding | ' | 44,874,440 |
Condensed_Consolidated_Stateme
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) (USD $) | 3 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Net revenues | $31,080 | $31,429 |
Cost of revenues: | ' | ' |
Cost of revenues | 9,011 | 11,403 |
Amortization expense | 4,080 | 3,707 |
Total cost of revenues | 13,091 | 15,110 |
Research and development expense | 2,747 | 2,331 |
Sales and marketing expense | 10,582 | 10,333 |
General and administrative expense | 5,180 | 6,793 |
Shipping and handling costs | 196 | 299 |
Depreciation and amortization expense | 1,064 | 1,216 |
Total costs and expenses | 32,860 | 36,082 |
Loss before interest, other income (expense) and income taxes | -1,780 | -4,653 |
Net interest expense | -4,738 | -4,576 |
Loss on extinguishment of debt | -213 | ' |
Other income, net | 215 | 219 |
Loss before income taxes | -6,516 | -9,010 |
Income tax expense | -71 | -68 |
Net loss | -6,587 | -9,078 |
Other comprehensive loss: | ' | ' |
Amortization of net pension loss | 22 | 30 |
Comprehensive loss | ($6,565) | ($9,048) |
Net loss per common share: | ' | ' |
Basic | ($0.14) | ($0.19) |
Diluted | ($0.14) | ($0.19) |
Average number of common shares and equivalents outstanding: | ' | ' |
Basic | 45,685 | 47,397 |
Diluted | 45,685 | 47,397 |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Current assets: | ' | ' |
Cash and cash equivalents | $41,239 | $67,993 |
Accounts receivable, net | 10,599 | 15,767 |
Inventory | 8,355 | 9,221 |
Restricted assets, current | 1,343 | 1,343 |
Other current assets | 7,175 | 6,873 |
Total current assets | 68,711 | 101,197 |
Property, equipment and software at cost | 45,061 | 43,224 |
Accumulated depreciation and amortization | -24,865 | -22,909 |
Property, equipment and software, net | 20,196 | 20,315 |
Goodwill | 47,842 | 47,842 |
Acquired curriculum and technology intangibles, net | 7,811 | 8,719 |
Acquired publishing rights, net | 4,219 | 4,705 |
Other intangible assets, net | 5,870 | 6,251 |
Pre-publication costs, net | 14,115 | 13,401 |
Restricted assets, less current portion | 5,166 | 5,492 |
Other assets | 10,126 | 8,288 |
Total assets | 184,056 | 216,210 |
Current liabilities: | ' | ' |
Capital lease obligations, current | 1,026 | 995 |
Accounts payable | 1,701 | 1,301 |
Accrued expenses | 12,319 | 25,279 |
Deferred revenue, current | 44,250 | 53,532 |
Total current liabilities | 59,296 | 81,107 |
Long-term liabilities: | ' | ' |
Long-term debt | 172,536 | 174,491 |
Capital lease obligations, less current portion | 1,755 | 2,019 |
Deferred revenue, less current portion | 6,687 | 7,829 |
Other liabilities | 13,726 | 13,954 |
Total long-term liabilities | 194,704 | 198,293 |
Commitments and contingencies (See Note 12) | ' | ' |
Stockholders' equity (deficit): | ' | ' |
Preferred stock ($.001 par value, 15,000 shares authorized, zero shares issued and outstanding at March 31, 2014 and December 31, 2013) | ' | ' |
Common stock ($.001 par value, 150,000 shares authorized, 51,208 and 51,208 shares issued, and 44,874 and 45,042 shares outstanding at March 31, 2014 and December 31,2013, respectively) | 51 | 51 |
Capital surplus | 283,785 | 283,673 |
Accumulated deficit | -339,282 | -332,695 |
Treasury stock at cost (6,334 and 6,166 shares at March 31, 2014 and December 31, 2013, respectively) | -12,448 | -12,147 |
Other comprehensive loss: | ' | ' |
Pension and postretirement plans | -2,050 | -2,072 |
Accumulated other comprehensive loss | -2,050 | -2,072 |
Total stockholders' equity (deficit) | -69,944 | -63,190 |
Total liabilities and stockholders' equity (deficit) | $184,056 | $216,210 |
Condensed_Consolidated_Balance1
Condensed Consolidated Balance Sheets (Parenthetical) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, except Per Share data, unless otherwise specified | ||
Preferred stock, par value | $0.00 | $0.00 |
Preferred stock, shares authorized | 15,000 | 15,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $0.00 | $0.00 |
Common stock, shares authorized | 150,000 | 150,000 |
Common stock, shares issued | 51,208 | 51,208 |
Common stock, shares outstanding | 44,874 | 45,042 |
Treasury stock, shares | 6,334 | 6,166 |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statements of Cash Flows (Unaudited) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Operating activities: | ' | ' |
Net loss | ($6,587) | ($9,078) |
Adjustments to reconcile net loss to net cash used in operating activities: | ' | ' |
Depreciation and amortization expense | 5,144 | 4,923 |
Loss on extinguishment of debt | 213 | ' |
Amortization of note discount and deferred financing costs | 429 | 430 |
Stock-based compensation and expense | 112 | 229 |
Other | 22 | 58 |
Changes in operating assets and liabilities: | ' | ' |
Accounts receivable, net | 5,168 | -339 |
Inventory | 866 | 2,367 |
Other current assets | -302 | 545 |
Other assets | -2,450 | -52 |
Restricted assets | 326 | 368 |
Accounts payable | 400 | -1,655 |
Accrued expenses | -9,360 | -5,764 |
Deferred revenue | -10,424 | -7,924 |
Other long-term liabilities | -206 | -348 |
Net cash used in operating activities | -16,649 | -16,240 |
Investing activities: | ' | ' |
Cash paid for acquisitions | -3,600 | ' |
Expenditures for property, equipment, software and pre-publication costs | -3,986 | -3,792 |
Net cash used in investing activities | -7,586 | -3,792 |
Financing activities: | ' | ' |
Principal payments under capital lease obligations | -233 | -479 |
Repayment of debt | -1,985 | ' |
Share repurchases | -301 | -244 |
Net cash used in financing activities | -2,519 | -723 |
Decrease in cash and cash equivalents | -26,754 | -20,755 |
Cash and cash equivalents, beginning of year | 67,993 | 51,904 |
Cash and cash equivalents, end of year | $41,239 | $31,149 |
Basis_of_Presentation
Basis of Presentation | 3 Months Ended |
Mar. 31, 2014 | |
Basis of Presentation | ' |
Note 1 — Basis of Presentation | |
Presentation. The Condensed Consolidated Financial Statements include the accounts of Cambium Learning Group, Inc. and subsidiaries (the “Company”) and are unaudited. The condensed balance sheet as of December 31, 2013 has been derived from audited financial statements. All intercompany transactions are eliminated. | |
As permitted under the Securities and Exchange Commission (“SEC”) requirements for interim reporting, certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) have been omitted. The Company believes that these financial statements include all necessary and recurring adjustments for the fair presentation of the interim period results. These financial statements should be read in conjunction with the Consolidated Financial Statements and related notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013. Due to seasonality, the results of operations for the three months ended March 31, 2014 are not necessarily indicative of the results to be expected for the year ending December 31, 2014. | |
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Subsequent actual results may differ from those estimates. | |
Nature of Operations. The Company is a leading educational solutions and services company that is committed to helping all students reach their full potential by providing evidence-based solutions and expert professional services to empower educators and raise the achievement levels of all students. The Company’s brands include: Voyager Sopris Learning, Learning A–Z, ExploreLearning and Kurzweil Educational Systems. Together, these business units provide best-in-class intervention and supplemental instructional materials; gold-standard professional development and school-improvement services; breakthrough technology solutions for online learning and professional support; valid and reliable assessments; and proven materials to support a positive and safe school environment. | |
These brands comprise four reportable segments with separate management teams and infrastructures that offer various products and services: Voyager Sopris Learning, Learning A-Z, ExploreLearning and Kurzweil/IntelliTools. See Note 14 to the Condensed Consolidated Financial Statements for further information on the Company’s segment reporting structure. | |
Accounts_Receivable
Accounts Receivable | 3 Months Ended |
Mar. 31, 2014 | |
Accounts Receivable | ' |
Note 2 — Accounts Receivable | |
Accounts receivable are stated net of allowances for doubtful accounts and estimated sales returns. The allowance for doubtful accounts and estimated sales returns totaled $0.7 million at March 31, 2014 and $0.7 million at December 31, 2013. The allowance for doubtful accounts is based on a review of the outstanding balances and historical collection experience. The reserve for sales returns is based on historical rates of return as well as other factors that in the Company’s judgment could reasonably be expected to cause sales returns to differ from historical experience. | |
StockBased_Compensation_and_Ex
Stock-Based Compensation and Expense | 3 Months Ended | ||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||
Stock-Based Compensation and Expense | ' | ||||||||||||||||
Note 3 — Stock-Based Compensation and Expense | |||||||||||||||||
The stock-based compensation and expense recorded was allocated as follows: | |||||||||||||||||
Three Months Ended March 31, | |||||||||||||||||
(in thousands) | 2014 | 2013 | |||||||||||||||
Cost of revenues | $ | 9 | $ | 12 | |||||||||||||
Research and development expense | 22 | 28 | |||||||||||||||
Sales and marketing expense | 24 | 22 | |||||||||||||||
General and administrative expense | 57 | 167 | |||||||||||||||
Total | $ | 112 | $ | 229 | |||||||||||||
2014 Grants | |||||||||||||||||
On March 14, 2014, the Company granted 554,000 options under the Cambium Learning Group, Inc. 2009 Equity Incentive Plan (“Plan”) with a total grant date fair value, net of forecasted forfeitures, of $0.7 million. Each of these options have a per-share exercise price of $2.14 and vest in equal monthly installments on the last day of each month of the four year period beginning on the first day of the month of grant. The term of each of the options is ten years from the date of grant. | |||||||||||||||||
On March 26, 2014, the Company granted 35,000 options under the Plan with a total grant date fair value, net of forecasted forfeitures, of $0.1 million. Each of these options have a per-share exercise price of $2.06 and vest in equal monthly installments on the last day of each month of the four year period beginning on the first day of the month of grant. The term of each of the options is ten years from the date of grant. | |||||||||||||||||
Valuation assumptions | |||||||||||||||||
The following assumptions were used in the Black-Scholes option-pricing model to estimate the fair value of the awards granted during the three month period ended March 31, 2014: | |||||||||||||||||
Three Months Ended | |||||||||||||||||
31-Mar-14 | |||||||||||||||||
Expected stock volatility | 63.9 | % | |||||||||||||||
Risk-free interest rate | 1.91% - 2.05 | % | |||||||||||||||
Expected years until exercise | 6.25 | ||||||||||||||||
Dividend yield | 0 | % | |||||||||||||||
Due to a lack of exercise history or other means to reasonably estimate future exercise behavior, the Company used the simplified method as described in applicable accounting guidance for stock-based compensation to estimate the expected years until exercise on new awards. | |||||||||||||||||
Award activity | |||||||||||||||||
The following tables detail changes in the Company’s outstanding stock options during the three month period ended March 31, 2014. | |||||||||||||||||
Three Months Ended March 31, 2014 | |||||||||||||||||
Grant Date | Beginning Outstanding | Granted | Cancelled/Forfeited | Ending Outstanding | |||||||||||||
27-Jan-10 | 5,000 | — | — | 5,000 | |||||||||||||
21-Nov-11 | 79,158 | — | 79,158 | — | |||||||||||||
14-May-12 | 10,198 | — | 10,198 | — | |||||||||||||
30-Jul-13 | 2,187,344 | — | 22,344 | 2,165,000 | |||||||||||||
19-Sep-13 | 30,000 | — | — | 30,000 | |||||||||||||
28-Oct-13 | 40,000 | — | — | 40,000 | |||||||||||||
18-Nov-13 | 15,000 | — | — | 15,000 | |||||||||||||
14-Mar-14 | — | 554,000 | — | 554,000 | |||||||||||||
26-Mar-14 | — | 35,000 | — | 35,000 | |||||||||||||
Total | 2,366,700 | 589,000 | 111,700 | 2,844,000 | |||||||||||||
During the three months ended March 31, 2014, the related restrictions lapsed on restricted common stock awards of 1,000 shares. | |||||||||||||||||
Net_Loss_per_Common_Share
Net Loss per Common Share | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Net Loss per Common Share | ' | |||||||
Note 4 — Net Loss per Common Share | ||||||||
Basic net loss per common share is computed by dividing net loss by the weighted-average number of common shares outstanding during the period including a warrant for shares issuable for little or no cash consideration which is considered a common share equivalent. Diluted net loss per common share is computed by dividing net loss by the weighted-average number of common shares outstanding during the period, including the potential dilution that could occur if all of the Company’s outstanding stock awards that are in-the-money were exercised, using the treasury stock method. | ||||||||
A reconciliation of the weighted-average number of common shares and equivalents outstanding used in the calculation of basic and diluted net loss per common share is shown in the table below for the periods indicated: | ||||||||
Three Months Ended March 31, | ||||||||
(in thousands) | 2014 | 2013 | ||||||
Basic | 45,685 | 47,397 | ||||||
Dilutive effect of awards | — | — | ||||||
Diluted | 45,685 | 47,397 | ||||||
Antidilutive securities: | ||||||||
Options | 2,844 | 3,160 | ||||||
Warrants | — | 282 | ||||||
Restricted stock | 1 | 3 | ||||||
During the first quarter of 2014, the Company repurchased 167,961 shares of its outstanding common stock for $0.3 million. After these transactions, the Company has $0.3 million remaining under its previously disclosed share repurchase authorization. | ||||||||
Fair_Value_Measurements
Fair Value Measurements | 3 Months Ended | ||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||
Fair Value Measurements | ' | ||||||||||||||||
Note 5 — Fair Value Measurements | |||||||||||||||||
Fair value is defined as the price that would be received to sell an asset, or paid to transfer a liability (exit price), in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques are based on observable or unobservable inputs. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company’s market assumptions. These two types of inputs have created the following fair value hierarchy: | |||||||||||||||||
· | Level 1 — Quoted prices for identical instruments in active markets. | ||||||||||||||||
· | Level 2 — Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which significant value drivers are observable. | ||||||||||||||||
· | Level 3 — Valuations derived from valuation techniques in which significant value drivers are unobservable. | ||||||||||||||||
Applicable guidance requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. | |||||||||||||||||
As of March 31, 2014, financial instruments include $41.2 million of cash and cash equivalents, restricted assets of $6.5 million, collateral investments of $4.1 million, and $172.5 million of senior secured notes. As of December 31, 2013, financial instruments include $68.0 million of cash and cash equivalents, restricted assets of $6.8 million, collateral investments of $2.0 million, and $174.5 million of senior secured notes. The fair market values of cash equivalents and restricted assets are equal to their carrying value, as these investments are recorded based on quoted market prices and/or other market data for the same or comparable instruments and transactions as of the end of the reporting period. | |||||||||||||||||
As of March 31, 2014, the fair value of the senior secured notes was $175.4 million based on quoted market prices in active markets for these debt instruments when traded as assets. | |||||||||||||||||
Assets and liabilities measured at fair value on a recurring basis are as follows: | |||||||||||||||||
(in thousands) | Fair Value at Reporting Date Using | ||||||||||||||||
Description | As of | Quoted Prices | Significant | Significant | |||||||||||||
31-Mar-14 | in Active | Other | Unobservable | ||||||||||||||
Markets for | Observable | Inputs | |||||||||||||||
Identical | Inputs | (Level 3) | |||||||||||||||
Assets | (Level 2) | ||||||||||||||||
(Level 1) | |||||||||||||||||
Restricted Assets: | |||||||||||||||||
Money Market | $ | 6,509 | $ | 6,509 | $ | — | $ | — | |||||||||
Collateral Investments: | |||||||||||||||||
Money Market | 904 | 904 | — | — | |||||||||||||
Certificate of Deposit | 3,199 | 3,199 | — | — | |||||||||||||
(in thousands) | Fair Value at Reporting Date Using | ||||||||||||||||
Description | As of | Quoted Prices | Significant | Significant | |||||||||||||
31-Dec-13 | in Active | Other | Unobservable | ||||||||||||||
Markets for | Observable | Inputs | |||||||||||||||
Identical | Inputs | (Level 3) | |||||||||||||||
Assets | (Level 2) | ||||||||||||||||
(Level 1) | |||||||||||||||||
Restricted Assets: | |||||||||||||||||
Money Market | $ | 6,835 | $ | 6,835 | $ | — | $ | — | |||||||||
Collateral Investments: | |||||||||||||||||
Money Market | 903 | 903 | — | — | |||||||||||||
Certificate of Deposit | 1,068 | 1,068 | — | — | |||||||||||||
(in thousands) | Total Gains (Losses) for the | ||||||||||||||||
Three Months Ended March 31, | |||||||||||||||||
Description | 2014 | 2013 | |||||||||||||||
Restricted Assets: | |||||||||||||||||
Money Market | $ | — | $ | — | |||||||||||||
Collateral Investments: | |||||||||||||||||
Money Market | — | — | |||||||||||||||
Certificate of Deposit | — | — | |||||||||||||||
Warrant | — | 22 | |||||||||||||||
Assets held for sale: | |||||||||||||||||
Recovered Properties | — | — | |||||||||||||||
CVRs | — | (55 | ) | ||||||||||||||
The warrant was valued using the Black-Scholes pricing model. Due to the low exercise price of the warrant, the model assumptions do not significantly impact the valuation. | |||||||||||||||||
Contingent Value Rights | |||||||||||||||||
As part of the 2009 merger with Voyager Learning Company (“VLCY”), each former VLCY shareholder received a CVR to receive cash in an amount equal to the aggregate amount of specified tax refunds received after the closing of the mergers and various other amounts deposited in escrow on or after the closing date, reduced by any payments to be made under the escrow agreement entered into in connection with the mergers, with respect to agreed contingencies, a potential working capital adjustment and allowed expenses, divided by the total number of shares of VLCY common stock outstanding immediately prior to the effective time of the mergers. | |||||||||||||||||
The CVR payment dates were in September 2010, June 2011, and June 2013, with $1.1 million, $2.0 million, and $7.7 million, respectively, distributed to the escrow agent at those times for distribution to holders of the CVRs. The final payment comprised $5.8 million related to a Michigan state tax matter and $1.9 million related to a potential tax indemnity obligation. Restricted cash in an escrow account for the benefit of the CVRs was $3.0 million for the potential tax indemnity obligation. As the potential tax indemnity obligation was not triggered, the remaining $1.1 million in the escrow account reverted back to the general cash of the Company in the second quarter of 2013. | |||||||||||||||||
Assets and liabilities measured at fair value on a non-recurring basis are listed below at their carrying values as of each reporting date: | |||||||||||||||||
(in thousands) | Value at Reporting Date Using | ||||||||||||||||
Description | As of | Quoted Prices | Significant | Significant | |||||||||||||
31-Mar-14 | in Active | Other | Unobservable | ||||||||||||||
Markets for | Observable | Inputs | |||||||||||||||
Identical | Inputs | (Level 3) | |||||||||||||||
Assets | (Level 2) | ||||||||||||||||
(Level 1) | |||||||||||||||||
Goodwill | $ | 47,842 | $ | — | $ | — | $ | 47,842 | |||||||||
Property, equipment and software | 20,196 | — | — | 20,196 | |||||||||||||
Pre-publication costs, net | 14,115 | — | — | 14,115 | |||||||||||||
Acquired curriculum and technology | 7,811 | — | — | 7,811 | |||||||||||||
intangibles, net | |||||||||||||||||
Acquired publishing rights, net | 4,219 | — | — | 4,219 | |||||||||||||
Other intangible assets, net | 5,870 | — | — | 5,870 | |||||||||||||
(in thousands) | Value at Reporting Date Using | ||||||||||||||||
Description | As of | Quoted Prices | Significant | Significant | |||||||||||||
31-Dec-13 | in Active | Other | Unobservable | ||||||||||||||
Markets for | Observable | Inputs | |||||||||||||||
Identical | Inputs | (Level 3) | |||||||||||||||
Assets | (Level 2) | ||||||||||||||||
(Level 1) | |||||||||||||||||
Goodwill | $ | 47,842 | $ | — | $ | — | $ | 47,842 | |||||||||
Property, equipment and software | 20,315 | — | — | 20,315 | |||||||||||||
Pre-publication costs, net | 13,401 | — | — | 13,401 | |||||||||||||
Acquired curriculum and technology | 8,719 | — | — | 8,719 | |||||||||||||
intangibles, net | |||||||||||||||||
Acquired publishing rights, net | 4,705 | — | — | 4,705 | |||||||||||||
Other intangible assets, net | 6,251 | — | — | 6,251 | |||||||||||||
(in thousands) | Total Gains (Losses) for the | ||||||||||||||||
Three Months Ended March 31, | |||||||||||||||||
Description | 2014 | 2013 | |||||||||||||||
Goodwill | $ | — | $ | — | |||||||||||||
Property, equipment and software | — | — | |||||||||||||||
Pre-publication costs, net | — | — | |||||||||||||||
Acquired curriculum and technology intangibles, net | — | — | |||||||||||||||
Acquired publishing rights, net | — | — | |||||||||||||||
Other intangible assets, net | — | — | |||||||||||||||
Other_Current_Assets
Other Current Assets | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Other Current Assets | ' | |||||||
Note 6 — Other Current Assets | ||||||||
Other current assets at March 31, 2014 and December 31, 2013 consisted of the following: | ||||||||
As of | ||||||||
(in thousands) | March 31, | December 31, | ||||||
2014 | 2013 | |||||||
Deferred costs | $ | 4,081 | $ | 4,968 | ||||
Prepaid expenses | 2,387 | 1,369 | ||||||
Deferred taxes | 536 | 536 | ||||||
Other current assets | 171 | — | ||||||
Total | $ | 7,175 | $ | 6,873 | ||||
Other_Assets
Other Assets | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Other Assets | ' | |||||||
Note 7 — Other Assets | ||||||||
Other assets at March 31, 2014 and December 31, 2013 consisted of the following: | ||||||||
As of | ||||||||
(in thousands) | March 31, | December 31, | ||||||
2014 | 2013 | |||||||
Collateral investments | $ | 4,103 | $ | 1,971 | ||||
Deferred financing costs | 3,929 | 4,541 | ||||||
Other | 2,094 | 1,776 | ||||||
Total | $ | 10,126 | $ | 8,288 | ||||
The deferred financing costs represent costs incurred in connection with the issuance of the 9.75% senior secured notes as described in Note 13 to the Condensed Consolidated Financial Statements. | ||||||||
During the first quarter of 2014, the Company purchased an additional $2.1 million certificate of deposit to serve as collateral for the outstanding letters of credit. The letters of credit had previously been collateralized by the ABL Facility that was terminated on March 26, 2014 as described in Note 13 to the Condensed Consolidated Financial Statements. | ||||||||
Accrued_Expenses
Accrued Expenses | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Accrued Expenses | ' | |||||||
Note 8 — Accrued Expenses | ||||||||
Accrued expenses at March 31, 2014 and December 31, 2013 consisted of the following: | ||||||||
As of | ||||||||
(in thousands) | March 31, | December 31, | ||||||
2014 | 2013 | |||||||
Salaries, bonuses and benefits | $ | 5,576 | $ | 9,687 | ||||
Accrued interest | 2,108 | 6,471 | ||||||
Pension and post-retirement medical benefits | 1,172 | 1,214 | ||||||
Accrued royalties | 976 | 1,649 | ||||||
Headsprout acquisition accrual | — | 3,600 | ||||||
Other | 2,487 | 2,658 | ||||||
Total | $ | 12,319 | $ | 25,279 | ||||
Accrued interest primarily relates to the 9.75% senior secured notes. The notes require semi-annual interest payments in arrears on each February 15 and August 15 over the life of the notes. | ||||||||
In December 2013, LAZEL, Inc., a wholly owned subsidiary of the Company, completed the acquisition of certain assets of Headsprout for $4.0 million. Of the total purchase price, $3.6 million was paid in January 2014 and the remaining $0.4 million will be paid 18 months after the closing date subject to the holdback provisions of the purchase agreement. The remaining accrual of $0.4 million is included in Other Liabilities as disclosed in Note 9 below. | ||||||||
Other_Liabilities
Other Liabilities | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Other Liabilities | ' | |||||||
Note 9 — Other Liabilities | ||||||||
Other liabilities at March 31, 2014 and December 31, 2013 consisted of the following: | ||||||||
As of | ||||||||
(in thousands) | March 31, | December 31, | ||||||
2014 | 2013 | |||||||
Pension and post-retirement medical benefits, long-term | $ | 10,059 | $ | 10,241 | ||||
portion | ||||||||
Deferred rent | 1,161 | 1,201 | ||||||
Long-term income tax payable | 914 | 902 | ||||||
Long-term deferred tax liability | 570 | 570 | ||||||
Long-term deferred compensation | 472 | 491 | ||||||
Headsprout acquisition accrual | 400 | 400 | ||||||
Other | 150 | 149 | ||||||
Total | $ | 13,726 | $ | 13,954 | ||||
Pension_Plan
Pension Plan | 3 Months Ended |
Mar. 31, 2014 | |
Pension Plan | ' |
Note 10 — Pension Plan | |
The net pension costs of the Company’s defined benefit pension plan were primarily comprised of interest costs and totaled $0.1 million for the three month periods ended March 31, 2014 and 2013. The net pension costs for the three months ended March 31, 2014 and 2013 also included immaterial accumulated net loss amortization. | |
Uncertain_Tax_Positions
Uncertain Tax Positions | 3 Months Ended |
Mar. 31, 2014 | |
Uncertain Tax Positions | ' |
Note 11 — Uncertain Tax Positions | |
The Company recognizes the financial statement impacts of a tax return position when it is more likely than not, based on technical merits, that the position will ultimately be sustained. For tax positions that meet this recognition threshold, the Company applies judgment, taking into account applicable tax laws, experience managing tax audits and relevant GAAP, to determine the amount of tax benefits to recognize in its financial statements. For each position, the difference between the benefit realized on the Company’s tax return and the benefit reflected in its financial statements is recorded on the Condensed Consolidated Balance Sheet as an unrecognized tax benefit (“UTB”). The Company updates its UTBs at each financial statement date to reflect the impacts of audit settlements and other resolution of audit issues, expiration of statutes of limitation, developments in tax law and ongoing discussions with tax authorities. The balance of UTBs was $6.4 million at March 31, 2014 and December 31, 2013. | |
The Company files income tax returns in the U.S. federal jurisdiction and various state jurisdictions. All U.S. tax years prior to 2008 related to the VLCY acquired entities have been audited by the Internal Revenue Service. Cambium and its subsidiaries have been examined by the Internal Revenue Service through the end of 2006. The Company has been audited by the various state tax authorities through 2007. | |
Commitments_and_Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2014 | |
Commitments and Contingencies | ' |
Note 12 — Commitments and Contingencies | |
The Company is involved in various legal proceedings incidental to its business. Management believes that the outcome of these proceedings will not have a material adverse effect upon the Company’s consolidated operations or financial condition and the Company has recognized appropriate liabilities as necessary based on facts and circumstances known to management. The Company expenses legal costs related to legal contingencies as incurred. | |
From time to time, the Company may enter into firm purchase commitments for printed materials included in inventory which the Company expects to use in the ordinary course of business. These commitments are typically for terms less than one year and require the Company to buy minimum quantities of materials with specific delivery dates at a fixed price over the term. These open purchase commitments totaled $0.3 million as of March 31, 2014. | |
The Company has letters of credit outstanding as of March 31, 2014 in the amount of $2.5 million to support the build-to-suit lease, credit collections, performance bonds for certain contracts and workers’ compensation activity. The Company maintains certificates of deposit as collateral for the letters of credit. The Company also maintains a $0.9 million money market fund investment as collateral for a travel card program. The certificates of deposit and money market fund investment are recorded in Other Assets. | |
Long_Term_Debt
Long Term Debt | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Long-Term Debt | ' | |||||||
Note 13 — Long-Term Debt | ||||||||
Long-term debt consists of the following at March 31, 2014 and December 31, 2013: | ||||||||
(in thousands) | March 31, | December 31, | ||||||
2014 | 2013 | |||||||
9.75% senior secured notes due February 15, 2017, interest payable semiannually | $ | 173,000 | $ | 175,000 | ||||
Less: Unamortized discount | (464 | ) | (509 | ) | ||||
Total long-term debt | $ | 172,536 | $ | 174,491 | ||||
In February 2011, the Company closed an offering of $175 million aggregate principal amount of 9.75% senior secured notes due 2017 (the “Notes”). Deferred financing costs are capitalized in Other Assets in the Condensed Consolidated Balance Sheets, net of accumulated amortization, and are to be amortized over the term of the related debt using the effective interest method. Unamortized capitalized deferred financing costs at March 31, 2014 and December 31, 2013 were $3.9 million and $4.5 million, respectively, related to the Notes and an asset-based revolving credit facility which was terminated in the first quarter of 2014. | ||||||||
Interest on the Notes accrues at a rate of 9.75% per annum from the date of original issuance and is payable semi-annually in arrears on each February 15 and August 15 to the holders of record of the Notes on the immediately preceding February 1 and August 1. No principal repayments are due until the maturity date of the Notes. | ||||||||
The Notes are secured by (i) a first priority lien on substantially all of the Company’s assets including capital stock of the guarantors (which are certain of the Company’s subsidiaries), and (ii) a second-priority lien, prior to the termination of the ABL Facility (as defined and described below), on substantially all of the inventory and accounts receivable and related assets of the ABL Credit Parties, in each case, subject to certain permitted liens. The Notes also contain customary covenants, including limitations on the Company’s ability to incur debt, and events of default as defined by the agreement. The Company may, at its option, redeem the Notes prior to their maturity based on the terms included in the agreement. | ||||||||
During the quarter ended March 31, 2014, the Company repurchased $2.0 million aggregate principal amount of Notes for approximately $2.0 million, plus accrued and unpaid interest. A Loss on Extinguishment of Debt of $0.1 million was recorded in connection with the repurchase primarily related to the write-off of unamortized deferred financing costs. In April 2014, the Company repurchased an additional $5.0 million aggregate principal amount of Notes for $5.1 million, plus accrued and unpaid interest. | ||||||||
ABL Facility. In February 2011, the Company’s wholly owned subsidiary, Cambium Learning, Inc. (together with its wholly owned subsidiaries, the “ABL Credit Parties”), entered into a credit facility (the “ABL Facility”) pursuant to a Loan and Security Agreement (the “ABL Loan Agreement”), by and among the ABL Credit Parties, Harris N.A., individually and as Agent (the “Agent”) for any ABL Lender (as hereinafter defined) which is or becomes a party to said ABL Loan Agreement, certain other lenders party thereto (together with Harris N.A. in its capacity as a lender, the “ABL Lenders”), Barclays Bank PLC, individually and as Collateral Agent, and BMO Capital Markets and Barclays Capital, as Joint Lead Arrangers and Joint Book Runners. The ABL Facility consisted of a four-year $40.0 million revolving credit facility, which included a $5.0 million subfacility for swing line loans and a $5.0 million subfacility for letters of credit. | ||||||||
The ABL Facility was, subject to certain exceptions, secured by a first-priority lien on the ABL Credit Parties’ inventory and accounts receivable and related assets and a second-priority lien (junior to the lien securing the ABL Credit Parties’ obligations with respect to the Notes) on substantially all of the ABL Credit Parties’ other assets. | ||||||||
The ABL Credit Parties were required to pay, quarterly in arrears, an unused line fee equal to the product of (x) either 0.375% or 0.50% (depending upon the ABL Credit Parties’ fixed charge coverage ratio at the time) and (y) the average daily unused amount of the revolver. The ABL Facility contained a financial covenant that generally required the ABL Credit Parties to maintain, on a consolidated basis, either (i) excess availability of at least the greater of $8 million and 15% of the revolver commitment or (ii) a fixed charge coverage ratio of 1.1 to 1.0. | ||||||||
During the first quarter of 2014, the Company’s excess availability and fixed charge coverage ratios fell below the required thresholds, which put the Company in a Trigger Period as defined under the ABL Facility agreement. On March 26, 2014, the Company terminated the ABL Facility. As the Company did not have any funds outstanding under the facility and does not anticipate any borrowing needs in the near term, the Company does not expect this to have any impact on its liquidity. A Loss on Extinguishment of Debt of $0.2 million was recorded in connection with the termination related to the write-off of unamortized deferred financing costs. | ||||||||
Segment_Reporting
Segment Reporting | 3 Months Ended | |||||||||||||||||||||||
Mar. 31, 2014 | ||||||||||||||||||||||||
Segment Reporting | ' | |||||||||||||||||||||||
Note 14 — Segment Reporting | ||||||||||||||||||||||||
The Company operates in four reportable segments with separate management teams and infrastructures that offer various products and services: | ||||||||||||||||||||||||
Voyager Sopris Learning: | ||||||||||||||||||||||||
Voyager Sopris Learning (“VSL”) is committed to partnering with school districts to overcome obstacles that students, teachers, and school leaders face every day. The suite of instructional and service solutions that VSL provides are not only research based, but also evidence based—proven to increase student achievement and educator effectiveness. VSL solutions have been fully tested in the classroom, ensuring that they are easy to implement and teacher friendly. They are innovative, both in overall instructional approach and in the strategic use of technology in blended and 100% online solutions, and they are supported by an unparalleled commitment to build local capacity for sustained success. With a comprehensive suite of instructional resources, VSL provides assessments, professional development and school-improvement services, literacy and math instructional tools—both comprehensive intervention and supplemental—and resources to build a positive school climate. VSL’s products include the work of world-renowned researchers and education leaders. | ||||||||||||||||||||||||
Learning A-Z: | ||||||||||||||||||||||||
Learning A-Z is a preK-6 educational resource company specializing in online delivery of leveled readers and other supplementary curriculum. Founded in 2002 to help teachers differentiate instruction and meet the unique needs of all students, Learning A-Z’s resources are currently used in over two thirds of the elementary schools in the United States and in 177 countries worldwide. In addition to general classroom use, Learning A-Z serves a wide range of student need, including English Language Learners, Response to Intervention, Special Education, and more. Learning A-Z’s value proposition focuses on three key things: | ||||||||||||||||||||||||
· | Saving teachers time, giving them all the resources they need, all online, all accessible at the click of a mouse | |||||||||||||||||||||||
· | Saving teachers money, delivering thousands of resources for a fraction of the cost of print and other online providers | |||||||||||||||||||||||
· | Supporting student achievement through differentiated instruction, ensuring the right high-quality resources for every PreK-6 student | |||||||||||||||||||||||
Winner of more than 15 industry awards in 2013 alone, Learning A-Z’s subscription-based websites provide online supplemental books, lessons, assessments, and other instructional resources for individual classrooms, schools, and districts. These solutions include: Reading A-Z, Raz-Kids, Science A-Z, Writing A-Z, Vocabulary A-Z, Headsprout Early Reading and Headsprout Comprehension. | ||||||||||||||||||||||||
ExploreLearning: | ||||||||||||||||||||||||
ExploreLearning develops online solutions to improve student learning in math and science. ExploreLearning currently has two products: Gizmos, the world’s largest library of interactive, online simulations for math and science in grades 3-12; and Reflex, a powerful solution available for math fact fluency development. Gizmos and Reflex bring research-proven instructional strategies to classrooms around the world. | ||||||||||||||||||||||||
Kurzweil/IntelliTools: | ||||||||||||||||||||||||
The Kurzweil/IntelliTools reporting segment includes the Kurzweil Educational Systems and IntelliTools product lines. | ||||||||||||||||||||||||
Kurzweil Educational Systems is recognized as the leading developer of literacy software for people with learning differences such as dyslexia, attention deficit disorder, and those who are English Language Learners as well as those who are blind or visually impaired. Kurzweil provides complete reading, study skills, writing, and test taking support for students. For over 30 years the company has been driven by the vision to serve the needs of struggling learners to enable them to reach their full potential. We offer products that bring the power and pleasure of reading and learning to the lives of users, striving to enhance learning and expand literacy. Kurzweil Educational Systems is committed to providing research-based solutions that help educators raise the achievement levels of preK–12 students as well as adult learning communities. | ||||||||||||||||||||||||
IntelliTools offers hardware products that target students with physical, visual and cognitive disabilities that make using a standard keyboard and mouse difficult. IntelliTools also offers software products that target elementary and middle school special education students struggling with reading and math. | ||||||||||||||||||||||||
On April 17, 2014, the Company completed a sale of the IntelliTools product line. | ||||||||||||||||||||||||
Other: | ||||||||||||||||||||||||
This consists of unallocated shared services, such as accounting, legal, human resources and corporate related items. Depreciation and amortization expense, interest income and expense, other income and expense, and income taxes are also included in Other, as the Company and its chief operating decision maker evaluate the performance of operating segments excluding these captions. | ||||||||||||||||||||||||
The following table represents the revenues, operating expenses, income (loss) from operations, and capital expenditures which are used by the Company’s chief operating decision maker to measure the segment’s operating performance. The Company does not track assets directly by segment and the chief operating decision maker does not use assets to measure a segment’s operating performance, and therefore this information is not presented. | ||||||||||||||||||||||||
(in thousands) | Voyager | Learning | ExploreLearning | Kurzweil/ | Other | Consolidated | ||||||||||||||||||
Sopris | A-Z | IntelliTools | ||||||||||||||||||||||
Learning | ||||||||||||||||||||||||
Quarter ended March 31, 2014 | ||||||||||||||||||||||||
Net revenues | $ | 14,311 | $ | 10,181 | $ | 4,474 | $ | 2,114 | $ | — | $ | 31,080 | ||||||||||||
Cost of revenues | 7,409 | 422 | 740 | 440 | — | 9,011 | ||||||||||||||||||
Amortization | — | — | — | — | 4,080 | 4,080 | ||||||||||||||||||
Total cost of revenues | 7,409 | 422 | 740 | 440 | 4,080 | 13,091 | ||||||||||||||||||
Other operating expenses | 6,583 | 4,404 | 2,704 | 1,216 | 3,798 | 18,705 | ||||||||||||||||||
Depreciation and amortization | — | — | — | — | 1,064 | 1,064 | ||||||||||||||||||
Net interest expense | — | — | — | — | 4,738 | 4,738 | ||||||||||||||||||
Loss on extinguishment of debt | — | — | — | — | 213 | 213 | ||||||||||||||||||
Other income, net | — | — | — | — | (215 | ) | (215 | ) | ||||||||||||||||
Income tax expense | — | — | — | — | 71 | 71 | ||||||||||||||||||
Segment net income (loss) | $ | 319 | $ | 5,355 | $ | 1,030 | $ | 458 | $ | (13,749 | ) | $ | (6,587 | ) | ||||||||||
Capital expenditures | $ | 1,480 | $ | 1,444 | $ | 341 | $ | 135 | $ | 586 | $ | 3,986 | ||||||||||||
(in thousands) | Voyager | Learning | ExploreLearning | Kurzweil/ | Other | Consolidated | ||||||||||||||||||
Sopris | A-Z | IntelliTools | ||||||||||||||||||||||
Learning | ||||||||||||||||||||||||
Quarter ended March 31, 2013 | ||||||||||||||||||||||||
Net revenues | $ | 17,463 | $ | 7,620 | $ | 3,751 | $ | 2,595 | $ | — | $ | 31,429 | ||||||||||||
Cost of revenues | 10,054 | 253 | 487 | 597 | 12 | 11,403 | ||||||||||||||||||
Amortization | — | — | — | — | 3,707 | 3,707 | ||||||||||||||||||
Total cost of revenues | 10,054 | 253 | 487 | 597 | 3,719 | 15,110 | ||||||||||||||||||
Other operating expenses | 7,836 | 3,077 | 2,137 | 1,130 | 5,576 | 19,756 | ||||||||||||||||||
Depreciation and amortization | — | — | — | — | 1,216 | 1,216 | ||||||||||||||||||
Net interest expense | — | — | — | — | 4,576 | 4,576 | ||||||||||||||||||
Other income, net | — | — | — | — | (219 | ) | (219 | ) | ||||||||||||||||
Income tax expense | — | — | — | — | 68 | 68 | ||||||||||||||||||
Segment net income (loss) | $ | (427 | ) | $ | 4,290 | $ | 1,127 | $ | 868 | $ | (14,936 | ) | $ | (9,078 | ) | |||||||||
Capital expenditures | $ | 1,690 | $ | 1,077 | $ | 322 | $ | 72 | $ | 631 | $ | 3,792 | ||||||||||||
The capital expenditures disclosed for each segment represent development expenses, primarily developed curriculum and capitalized software. The capital expenditures disclosed for Other represent general capital expenditures that benefit the entire Company such as back-office systems, computer equipment or office furniture. | ||||||||||||||||||||||||
Related_Parties
Related Parties | 3 Months Ended |
Mar. 31, 2014 | |
Related Parties | ' |
Note 15 — Related Parties | |
As previously disclosed, the Company is party to a consulting fee agreement with VSS entitling VSS to the following fees: (i) a fee equal to 1% of the gross proceeds of any debt or equity financing by the Company, and (ii) a fee equal to 1% of the enterprise value of any entities acquired or disposed of by the Company. During the first quarter of 2014, the Company accrued forty thousand dollars under this agreement as a result of the Headsprout acquisition. | |
Subsequent_Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2014 | |
Subsequent Events | ' |
Note 16 — Subsequent Events | |
On April 17, 2014, the Company completed a sale of the IntelliTools product line for $0.8 million. Any recognized gain or loss on the transaction is not expected to be significant. | |
In April 2014, the Company repurchased an additional $5.0 million aggregate principal amount of Notes for $5.1 million, plus accrued and unpaid interest. | |
StockBased_Compensation_and_Ex1
Stock-Based Compensation and Expense (Tables) | 3 Months Ended | ||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||
Stock-Based Compensation and Expense | ' | ||||||||||||||||
The stock-based compensation and expense recorded was allocated as follows: | |||||||||||||||||
Three Months Ended March 31, | |||||||||||||||||
(in thousands) | 2014 | 2013 | |||||||||||||||
Cost of revenues | $ | 9 | $ | 12 | |||||||||||||
Research and development expense | 22 | 28 | |||||||||||||||
Sales and marketing expense | 24 | 22 | |||||||||||||||
General and administrative expense | 57 | 167 | |||||||||||||||
Total | $ | 112 | $ | 229 | |||||||||||||
Black-Scholes Option-Pricing Assumptions Used to Estimate Fair Value of Stock Awards | ' | ||||||||||||||||
The following assumptions were used in the Black-Scholes option-pricing model to estimate the fair value of the awards granted during the three month period ended March 31, 2014: | |||||||||||||||||
Three Months Ended | |||||||||||||||||
31-Mar-14 | |||||||||||||||||
Expected stock volatility | 63.9 | % | |||||||||||||||
Risk-free interest rate | 1.91% - 2.05 | % | |||||||||||||||
Expected years until exercise | 6.25 | ||||||||||||||||
Dividend yield | 0 | % | |||||||||||||||
Schedule of Outstanding Stock Options | ' | ||||||||||||||||
The following tables detail changes in the Company’s outstanding stock options during the three month period ended March 31, 2014. | |||||||||||||||||
Three Months Ended March 31, 2014 | |||||||||||||||||
Grant Date | Beginning Outstanding | Granted | Cancelled/Forfeited | Ending Outstanding | |||||||||||||
27-Jan-10 | 5,000 | — | — | 5,000 | |||||||||||||
21-Nov-11 | 79,158 | — | 79,158 | — | |||||||||||||
14-May-12 | 10,198 | — | 10,198 | — | |||||||||||||
30-Jul-13 | 2,187,344 | — | 22,344 | 2,165,000 | |||||||||||||
19-Sep-13 | 30,000 | — | — | 30,000 | |||||||||||||
28-Oct-13 | 40,000 | — | — | 40,000 | |||||||||||||
18-Nov-13 | 15,000 | — | — | 15,000 | |||||||||||||
14-Mar-14 | — | 554,000 | — | 554,000 | |||||||||||||
26-Mar-14 | — | 35,000 | — | 35,000 | |||||||||||||
Total | 2,366,700 | 589,000 | 111,700 | 2,844,000 | |||||||||||||
Net_Loss_per_Common_Share_Tabl
Net Loss per Common Share (Tables) | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Reconciliation of the Basic and Diluted Net Loss per Common Share | ' | |||||||
A reconciliation of the weighted-average number of common shares and equivalents outstanding used in the calculation of basic and diluted net loss per common share is shown in the table below for the periods indicated: | ||||||||
Three Months Ended March 31, | ||||||||
(in thousands) | 2014 | 2013 | ||||||
Basic | 45,685 | 47,397 | ||||||
Dilutive effect of awards | — | — | ||||||
Diluted | 45,685 | 47,397 | ||||||
Antidilutive securities: | ||||||||
Options | 2,844 | 3,160 | ||||||
Warrants | — | 282 | ||||||
Restricted stock | 1 | 3 | ||||||
Fair_Value_Measurements_Tables
Fair Value Measurements (Tables) | 3 Months Ended | ||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||
Assets and Liabilities Measured at Fair Value on a Recurring Basis | ' | ||||||||||||||||
Assets and liabilities measured at fair value on a recurring basis are as follows: | |||||||||||||||||
(in thousands) | Fair Value at Reporting Date Using | ||||||||||||||||
Description | As of | Quoted Prices | Significant | Significant | |||||||||||||
31-Mar-14 | in Active | Other | Unobservable | ||||||||||||||
Markets for | Observable | Inputs | |||||||||||||||
Identical | Inputs | (Level 3) | |||||||||||||||
Assets | (Level 2) | ||||||||||||||||
(Level 1) | |||||||||||||||||
Restricted Assets: | |||||||||||||||||
Money Market | $ | 6,509 | $ | 6,509 | $ | — | $ | — | |||||||||
Collateral Investments: | |||||||||||||||||
Money Market | 904 | 904 | — | — | |||||||||||||
Certificate of Deposit | 3,199 | 3,199 | — | — | |||||||||||||
(in thousands) | Fair Value at Reporting Date Using | ||||||||||||||||
Description | As of | Quoted Prices | Significant | Significant | |||||||||||||
31-Dec-13 | in Active | Other | Unobservable | ||||||||||||||
Markets for | Observable | Inputs | |||||||||||||||
Identical | Inputs | (Level 3) | |||||||||||||||
Assets | (Level 2) | ||||||||||||||||
(Level 1) | |||||||||||||||||
Restricted Assets: | |||||||||||||||||
Money Market | $ | 6,835 | $ | 6,835 | $ | — | $ | — | |||||||||
Collateral Investments: | |||||||||||||||||
Money Market | 903 | 903 | — | — | |||||||||||||
Certificate of Deposit | 1,068 | 1,068 | — | — | |||||||||||||
(in thousands) | Total Gains (Losses) for the | ||||||||||||||||
Three Months Ended March 31, | |||||||||||||||||
Description | 2014 | 2013 | |||||||||||||||
Restricted Assets: | |||||||||||||||||
Money Market | $ | — | $ | — | |||||||||||||
Collateral Investments: | |||||||||||||||||
Money Market | — | — | |||||||||||||||
Certificate of Deposit | — | — | |||||||||||||||
Warrant | — | 22 | |||||||||||||||
Assets held for sale: | |||||||||||||||||
Recovered Properties | — | — | |||||||||||||||
CVRs | — | (55 | ) | ||||||||||||||
Assets and Liabilities Measured at Fair Value on a Non-recurring Basis | ' | ||||||||||||||||
Assets and liabilities measured at fair value on a non-recurring basis are listed below at their carrying values as of each reporting date: | |||||||||||||||||
(in thousands) | Value at Reporting Date Using | ||||||||||||||||
Description | As of | Quoted Prices | Significant | Significant | |||||||||||||
31-Mar-14 | in Active | Other | Unobservable | ||||||||||||||
Markets for | Observable | Inputs | |||||||||||||||
Identical | Inputs | (Level 3) | |||||||||||||||
Assets | (Level 2) | ||||||||||||||||
(Level 1) | |||||||||||||||||
Goodwill | $ | 47,842 | $ | — | $ | — | $ | 47,842 | |||||||||
Property, equipment and software | 20,196 | — | — | 20,196 | |||||||||||||
Pre-publication costs, net | 14,115 | — | — | 14,115 | |||||||||||||
Acquired curriculum and technology | 7,811 | — | — | 7,811 | |||||||||||||
intangibles, net | |||||||||||||||||
Acquired publishing rights, net | 4,219 | — | — | 4,219 | |||||||||||||
Other intangible assets, net | 5,870 | — | — | 5,870 | |||||||||||||
(in thousands) | Value at Reporting Date Using | ||||||||||||||||
Description | As of | Quoted Prices | Significant | Significant | |||||||||||||
31-Dec-13 | in Active | Other | Unobservable | ||||||||||||||
Markets for | Observable | Inputs | |||||||||||||||
Identical | Inputs | (Level 3) | |||||||||||||||
Assets | (Level 2) | ||||||||||||||||
(Level 1) | |||||||||||||||||
Goodwill | $ | 47,842 | $ | — | $ | — | $ | 47,842 | |||||||||
Property, equipment and software | 20,315 | — | — | 20,315 | |||||||||||||
Pre-publication costs, net | 13,401 | — | — | 13,401 | |||||||||||||
Acquired curriculum and technology | 8,719 | — | — | 8,719 | |||||||||||||
intangibles, net | |||||||||||||||||
Acquired publishing rights, net | 4,705 | — | — | 4,705 | |||||||||||||
Other intangible assets, net | 6,251 | — | — | 6,251 | |||||||||||||
(in thousands) | Total Gains (Losses) for the | ||||||||||||||||
Three Months Ended March 31, | |||||||||||||||||
Description | 2014 | 2013 | |||||||||||||||
Goodwill | $ | — | $ | — | |||||||||||||
Property, equipment and software | — | — | |||||||||||||||
Pre-publication costs, net | — | — | |||||||||||||||
Acquired curriculum and technology intangibles, net | — | — | |||||||||||||||
Acquired publishing rights, net | — | — | |||||||||||||||
Other intangible assets, net | — | — | |||||||||||||||
Other_Current_Assets_Tables
Other Current Assets (Tables) | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Other Current Assets | ' | |||||||
Other current assets at March 31, 2014 and December 31, 2013 consisted of the following: | ||||||||
As of | ||||||||
(in thousands) | March 31, | December 31, | ||||||
2014 | 2013 | |||||||
Deferred costs | $ | 4,081 | $ | 4,968 | ||||
Prepaid expenses | 2,387 | 1,369 | ||||||
Deferred taxes | 536 | 536 | ||||||
Other current assets | 171 | — | ||||||
Total | $ | 7,175 | $ | 6,873 | ||||
Other_Assets_Tables
Other Assets (Tables) | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Other Assets | ' | |||||||
Other assets at March 31, 2014 and December 31, 2013 consisted of the following: | ||||||||
As of | ||||||||
(in thousands) | March 31, | December 31, | ||||||
2014 | 2013 | |||||||
Collateral investments | $ | 4,103 | $ | 1,971 | ||||
Deferred financing costs | 3,929 | 4,541 | ||||||
Other | 2,094 | 1,776 | ||||||
Total | $ | 10,126 | $ | 8,288 | ||||
Accrued_Expenses_Table
Accrued Expenses (Table) | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Accrued Expenses | ' | |||||||
Accrued expenses at March 31, 2014 and December 31, 2013 consisted of the following: | ||||||||
As of | ||||||||
(in thousands) | March 31, | December 31, | ||||||
2014 | 2013 | |||||||
Salaries, bonuses and benefits | $ | 5,576 | $ | 9,687 | ||||
Accrued interest | 2,108 | 6,471 | ||||||
Pension and post-retirement medical benefits | 1,172 | 1,214 | ||||||
Accrued royalties | 976 | 1,649 | ||||||
Headsprout acquisition accrual | — | 3,600 | ||||||
Other | 2,487 | 2,658 | ||||||
Total | $ | 12,319 | $ | 25,279 | ||||
Other_Liabilities_Tables
Other Liabilities (Tables) | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Other Liabilities | ' | |||||||
Other liabilities at March 31, 2014 and December 31, 2013 consisted of the following: | ||||||||
As of | ||||||||
(in thousands) | March 31, | December 31, | ||||||
2014 | 2013 | |||||||
Pension and post-retirement medical benefits, long-term | $ | 10,059 | $ | 10,241 | ||||
portion | ||||||||
Deferred rent | 1,161 | 1,201 | ||||||
Long-term income tax payable | 914 | 902 | ||||||
Long-term deferred tax liability | 570 | 570 | ||||||
Long-term deferred compensation | 472 | 491 | ||||||
Headsprout acquisition accrual | 400 | 400 | ||||||
Other | 150 | 149 | ||||||
Total | $ | 13,726 | $ | 13,954 | ||||
LongTerm_Debt_Tables
Long-Term Debt (Tables) | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Long-Term Debt | ' | |||||||
Long-term debt consists of the following at March 31, 2014 and December 31, 2013: | ||||||||
(in thousands) | March 31, | December 31, | ||||||
2014 | 2013 | |||||||
9.75% senior secured notes due February 15, 2017, interest payable semiannually | $ | 173,000 | $ | 175,000 | ||||
Less: Unamortized discount | (464 | ) | (509 | ) | ||||
Total long-term debt | $ | 172,536 | $ | 174,491 | ||||
Segment_Reporting_Tables
Segment Reporting (Tables) | 3 Months Ended | |||||||||||||||||||||||
Mar. 31, 2014 | ||||||||||||||||||||||||
Revenue, Operating Expenses and Income (Loss) from Operations | ' | |||||||||||||||||||||||
The following table represents the revenues, operating expenses, income (loss) from operations, and capital expenditures which are used by the Company’s chief operating decision maker to measure the segment’s operating performance. The Company does not track assets directly by segment and the chief operating decision maker does not use assets to measure a segment’s operating performance, and therefore this information is not presented. | ||||||||||||||||||||||||
(in thousands) | Voyager | Learning | ExploreLearning | Kurzweil/ | Other | Consolidated | ||||||||||||||||||
Sopris | A-Z | IntelliTools | ||||||||||||||||||||||
Learning | ||||||||||||||||||||||||
Quarter ended March 31, 2014 | ||||||||||||||||||||||||
Net revenues | $ | 14,311 | $ | 10,181 | $ | 4,474 | $ | 2,114 | $ | — | $ | 31,080 | ||||||||||||
Cost of revenues | 7,409 | 422 | 740 | 440 | — | 9,011 | ||||||||||||||||||
Amortization | — | — | — | — | 4,080 | 4,080 | ||||||||||||||||||
Total cost of revenues | 7,409 | 422 | 740 | 440 | 4,080 | 13,091 | ||||||||||||||||||
Other operating expenses | 6,583 | 4,404 | 2,704 | 1,216 | 3,798 | 18,705 | ||||||||||||||||||
Depreciation and amortization | — | — | — | — | 1,064 | 1,064 | ||||||||||||||||||
Net interest expense | — | — | — | — | 4,738 | 4,738 | ||||||||||||||||||
Loss on extinguishment of debt | — | — | — | — | 213 | 213 | ||||||||||||||||||
Other income, net | — | — | — | — | (215 | ) | (215 | ) | ||||||||||||||||
Income tax expense | — | — | — | — | 71 | 71 | ||||||||||||||||||
Segment net income (loss) | $ | 319 | $ | 5,355 | $ | 1,030 | $ | 458 | $ | (13,749 | ) | $ | (6,587 | ) | ||||||||||
Capital expenditures | $ | 1,480 | $ | 1,444 | $ | 341 | $ | 135 | $ | 586 | $ | 3,986 | ||||||||||||
(in thousands) | Voyager | Learning | ExploreLearning | Kurzweil/ | Other | Consolidated | ||||||||||||||||||
Sopris | A-Z | IntelliTools | ||||||||||||||||||||||
Learning | ||||||||||||||||||||||||
Quarter ended March 31, 2013 | ||||||||||||||||||||||||
Net revenues | $ | 17,463 | $ | 7,620 | $ | 3,751 | $ | 2,595 | $ | — | $ | 31,429 | ||||||||||||
Cost of revenues | 10,054 | 253 | 487 | 597 | 12 | 11,403 | ||||||||||||||||||
Amortization | — | — | — | — | 3,707 | 3,707 | ||||||||||||||||||
Total cost of revenues | 10,054 | 253 | 487 | 597 | 3,719 | 15,110 | ||||||||||||||||||
Other operating expenses | 7,836 | 3,077 | 2,137 | 1,130 | 5,576 | 19,756 | ||||||||||||||||||
Depreciation and amortization | — | — | — | — | 1,216 | 1,216 | ||||||||||||||||||
Net interest expense | — | — | — | — | 4,576 | 4,576 | ||||||||||||||||||
Other income, net | — | — | — | — | (219 | ) | (219 | ) | ||||||||||||||||
Income tax expense | — | — | — | — | 68 | 68 | ||||||||||||||||||
Segment net income (loss) | $ | (427 | ) | $ | 4,290 | $ | 1,127 | $ | 868 | $ | (14,936 | ) | $ | (9,078 | ) | |||||||||
Capital expenditures | $ | 1,690 | $ | 1,077 | $ | 322 | $ | 72 | $ | 631 | $ | 3,792 | ||||||||||||
Basis_of_Presentation_Details_
Basis of Presentation (Details Textual) | 3 Months Ended |
Mar. 31, 2014 | |
Segment | |
Brands | |
Basis of Presentation (Textual) [Abstract] | ' |
Number of industry leading brands | 4 |
Number of reportable business segments | 4 |
Technology Education Business 1 | ' |
Basis of Presentation (Textual) [Abstract] | ' |
Company's industry leading brands | 'Learning AbZ |
Technology Education Business 2 | ' |
Basis of Presentation (Textual) [Abstract] | ' |
Company's industry leading brands | 'ExploreLearning |
Technology Education Business 3 | ' |
Basis of Presentation (Textual) [Abstract] | ' |
Company's industry leading brands | 'Kurzweil Educational Systems |
Technology Education Business 4 | ' |
Basis of Presentation (Textual) [Abstract] | ' |
Company's industry leading brands | 'Voyager Sopris Learning |
Accounts_Receivable_Details
Accounts Receivable (Details) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Millions, unless otherwise specified | ||
Accounts Receivable (Textual) [Abstract] | ' | ' |
Allowance for doubtful accounts and estimated sales returns | $0.70 | $0.70 |
StockBased_Compensation_and_Ex2
Stock-Based Compensation and Expense (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Expense for stock based compensation | ' | ' |
Stock-based compensation expense | $112 | $229 |
Cost of Revenues | ' | ' |
Expense for stock based compensation | ' | ' |
Stock-based compensation expense | 9 | 12 |
Research and Development Expense | ' | ' |
Expense for stock based compensation | ' | ' |
Stock-based compensation expense | 22 | 28 |
Sales and Marketing Expense | ' | ' |
Expense for stock based compensation | ' | ' |
Stock-based compensation expense | 24 | 22 |
General and Administrative Expense | ' | ' |
Expense for stock based compensation | ' | ' |
Stock-based compensation expense | $57 | $167 |
StockBased_Compensation_and_Ex3
Stock-Based Compensation and Expense (Details Textual) (USD $) | 1 Months Ended | 3 Months Ended | |
In Millions, except Share data, unless otherwise specified | Mar. 26, 2014 | Mar. 14, 2014 | Mar. 31, 2014 |
Stock-Based Compensation and Expense (Additional Textual) [Abstract] | ' | ' | ' |
Granted, Shares | 35,000 | 554,000 | 589,000 |
Options, Net of forfeitures | $0.10 | $0.70 | ' |
Exercise price per option | $2.06 | $2.14 | ' |
Share based award spread over vesting period | '4 years | '4 years | ' |
Term of options | '10 years | '10 years | ' |
Restricted Stock | ' | ' | ' |
Stock-Based Compensation and Expense (Additional Textual) [Abstract] | ' | ' | ' |
Related restrictions lapsed on restricted common stock | ' | ' | 1,000 |
StockBased_Compensation_and_Ex4
Stock-Based Compensation and Expense (Details 1) | 3 Months Ended |
Mar. 31, 2014 | |
Black-Scholes option-pricing assumptions used to estimate fair value of stock awards | ' |
Expected stock volatility | 63.90% |
Expected years until exercise | '6 years 3 months |
Dividend yield | 0.00% |
Minimum | ' |
Black-Scholes option-pricing assumptions used to estimate fair value of stock awards | ' |
Risk-free interest rate | 1.91% |
Maximum | ' |
Black-Scholes option-pricing assumptions used to estimate fair value of stock awards | ' |
Risk-free interest rate | 2.05% |
StockBased_Compensation_and_Ex5
Stock-Based Compensation and Expense (Details 2) | 1 Months Ended | 3 Months Ended | 3 Months Ended | 3 Months Ended | ||||||||||||
Mar. 26, 2014 | Mar. 14, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2014 | |
27-Jan-10 | 27-Jan-10 | 21-Nov-11 | 14-May-12 | 30-Jul-13 | 19-Sep-13 | 19-Sep-13 | 28-Oct-13 | 28-Oct-13 | 18-Nov-13 | 18-Nov-13 | 14-Mar-14 | 26-Mar-14 | ||||
Disclosure Stock Based Compensation And Expense Details1 [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Beginning Outstanding | ' | ' | 2,366,700 | 5,000 | 5,000 | 79,158 | 10,198 | 2,187,344 | 30,000 | 30,000 | 40,000 | 40,000 | 15,000 | 15,000 | ' | ' |
Granted | 35,000 | 554,000 | 589,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 554,000 | 35,000 |
Cancelled/Forfeited | ' | ' | 111,700 | ' | ' | 79,158 | 10,198 | 22,344 | ' | ' | ' | ' | ' | ' | ' | ' |
Ending Outstanding | ' | ' | 2,844,000 | 5,000 | 5,000 | ' | ' | 2,165,000 | 30,000 | 30,000 | 40,000 | 40,000 | 15,000 | 15,000 | 554,000 | 35,000 |
Net_Loss_per_Common_Share_Deta
Net Loss per Common Share (Details) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ' | ' |
Basic | 45,685 | 47,397 |
Dilutive effect of awards | ' | ' |
Diluted | 45,685 | 47,397 |
Options | ' | ' |
Antidilutive securities: | ' | ' |
Options | 2,844 | 3,160 |
Warrants | ' | ' |
Antidilutive securities: | ' | ' |
Options | 0 | 282 |
Restricted Stock | ' | ' |
Antidilutive securities: | ' | ' |
Options | 1 | 3 |
Net_Income_Loss_per_Common_Sha
Net Income (Loss) per Common Share (Details Textual) (USD $) | 3 Months Ended |
In Millions, except Share data, unless otherwise specified | Mar. 31, 2014 |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ' |
Common Stock Repurchased, Shares | 167,961 |
Common Stock Repurchased, Value | $0.30 |
Common Stock Repurchase Authorization, Value | $0.30 |
Fair_Value_Measurements_Detail
Fair Value Measurements (Details Textual) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Jun. 30, 2011 | Sep. 30, 2010 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Cash and cash equivalents | $41,239,000 | $67,993,000 | ' | $31,149,000 | $51,904,000 | ' | ' |
Restricted assets | 6,509,000 | 6,835,000 | ' | ' | ' | ' | ' |
Collateral investments | 4,103,000 | 1,971,000 | ' | ' | ' | ' | ' |
Long-term debt | 172,536,000 | 174,491,000 | ' | ' | ' | ' | ' |
Payment to Holder of CVRs | ' | ' | 7,700,000 | ' | ' | 2,000,000 | 1,100,000 |
Michigan taxing authority label | ' | ' | ' | ' | ' | ' | ' |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Payment to Holder of CVRs | ' | ' | 5,800,000 | ' | ' | ' | ' |
Tax indemnity obligation | ' | ' | ' | ' | ' | ' | ' |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Restricted assets | ' | ' | 3,000,000 | ' | ' | ' | ' |
Payment to Holder of CVRs | ' | ' | 1,900,000 | ' | ' | ' | ' |
Potential tax indemnity obligation | ' | ' | ' | ' | ' | ' | ' |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Restricted assets | ' | ' | 1,100,000 | ' | ' | ' | ' |
Fair Value Measurements | ' | ' | ' | ' | ' | ' | ' |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Fair value of senior secured notes | $175,400,000 | ' | ' | ' | ' | ' | ' |
Fair_Value_Measurements_Detail1
Fair Value Measurements (Details) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2013 | Mar. 31, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2013 |
In Thousands, unless otherwise specified | Fair value recurring | Fair value recurring | Fair value recurring | Fair value recurring | Fair value recurring | Fair value recurring | Fair value recurring | Fair value recurring | Fair value recurring | Fair value recurring | Fair value recurring | Fair value recurring | Fair value recurring | Fair value recurring | Fair value recurring | Fair value recurring | ||
Fair Value Measurements | Fair Value Measurements | Fair Value Measurements | Fair Value Measurements | Fair Value Measurements | Fair Value Measurements | Quoted Prices in Active Markets for Identical Assets (Level 1) | Quoted Prices in Active Markets for Identical Assets (Level 1) | Quoted Prices in Active Markets for Identical Assets (Level 1) | Quoted Prices in Active Markets for Identical Assets (Level 1) | Total Gains (Losses) | Total Gains (Losses) | Total Gains (Losses) | Total Gains (Losses) | Total Gains (Losses) | Total Gains (Losses) | |||
Warrants | Money Market | Money Market | Certificate of Deposit | Certificate of Deposit | Fair Value Measurements | Fair Value Measurements | Fair Value Measurements | Fair Value Measurements | Fair Value Measurements | Fair Value Measurements | Fair Value Measurements | Fair Value Measurements | Fair Value Measurements | Fair Value Measurements | ||||
Money Market | Money Market | Certificate of Deposit | Certificate of Deposit | Money Market | Money Market | Certificate of Deposit | Certificate of Deposit | |||||||||||
Assets and liabilities measured at fair value on a recurring basis | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Restricted assets | $6,509 | $6,835 | ' | ' | $6,509 | $6,835 | ' | ' | $6,509 | $6,835 | ' | ' | ' | ' | ' | ' | ' | ' |
Collateral investments | 4,103 | 1,971 | ' | ' | 904 | 903 | 3,199 | 1,068 | 904 | 903 | 3,199 | 1,068 | ' | ' | ' | ' | ' | ' |
Warrant | ' | ' | ' | 22 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Assets held for sale: Recovered properties | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
CVRs | ' | ' | ($55) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fair_Value_Measurements_Detail2
Fair Value Measurements (Details 1) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2013 |
In Thousands, unless otherwise specified | Fair Value Measurements | Fair Value Measurements | Fair Value Measurements | Fair Value Measurements | Fair Value Measurements | Fair Value Measurements | ||
Fair Value, Measurements, Nonrecurring | Fair Value, Measurements, Nonrecurring | Significant Unobservable Inputs (Level 3) | Significant Unobservable Inputs (Level 3) | Total Gains (Losses) | Total Gains (Losses) | |||
Fair Value, Measurements, Nonrecurring | Fair Value, Measurements, Nonrecurring | Fair Value, Measurements, Nonrecurring | Fair Value, Measurements, Nonrecurring | |||||
Assets Fair Value Disclosure [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' |
Goodwill | $47,842 | $47,842 | $47,842 | $47,842 | $47,842 | $47,842 | ' | ' |
Property, equipment and software | 20,196 | 20,315 | 20,196 | 20,315 | 20,196 | 20,315 | ' | ' |
Pre-publication costs, net | 14,115 | 13,401 | 14,115 | 13,401 | 14,115 | 13,401 | ' | ' |
Acquired curriculum and technology intangibles, net | 7,811 | 8,719 | 7,811 | 8,719 | 7,811 | 8,719 | ' | ' |
Acquired publishing rights, net | 4,219 | 4,705 | 4,219 | 4,705 | 4,219 | 4,705 | ' | ' |
Other intangible assets, net | $5,870 | $6,251 | $5,870 | $6,251 | $5,870 | $6,251 | ' | ' |
Other_Current_Assets_Details
Other Current Assets (Details) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Current assets: | ' | ' |
Deferred costs | $4,081 | $4,968 |
Prepaid expenses | 2,387 | 1,369 |
Deferred taxes | 536 | 536 |
Other current assets | 171 | ' |
Total | $7,175 | $6,873 |
Other_Assets_Details
Other Assets (Details) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Other assets | ' | ' |
Collateral investments | $4,103 | $1,971 |
Deferred financing costs | 3,929 | 4,541 |
Other | 2,094 | 1,776 |
Total | $10,126 | $8,288 |
Other_Assets_Details_Textual
Other Assets (Details Textual) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Other Assets (Textual) [Abstract] | ' | ' |
Senior secured notes percentage | 9.75% | ' |
Collateral investments | $4,103 | $1,971 |
New certificate of deposit | ' | ' |
Other Assets (Textual) [Abstract] | ' | ' |
Collateral investments | $2,100 | ' |
Accrued_Expenses_Details
Accrued Expenses (Details) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Accrued expenses | ' | ' |
Salaries, bonuses and benefits | $5,576 | $9,687 |
Accrued interest | 2,108 | 6,471 |
Pension and post-retirement medical benefits | 1,172 | 1,214 |
Accrued royalties | 976 | 1,649 |
Headsprout acquisition accrual | ' | 3,600 |
Other | 2,487 | 2,658 |
Total | $12,319 | $25,279 |
Accrued_Expenses_Details_Textu
Accrued Expenses (Details Textual) (USD $) | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Mar. 31, 2014 | |
Headsprout | Senior secured notes | ||||
Accrued Expenses (Textual) [Abstract] | ' | ' | ' | ' | ' |
Senior secured notes, interest rate | 9.75% | ' | ' | ' | 9.75% |
Acquisition accrual payment | ' | ' | ' | $4,000,000 | ' |
Payments to acquire businesses, net of cash acquired | 3,600,000 | ' | ' | 3,600,000 | ' |
Headsprout acquisition accrual | $400,000 | ' | $400,000 | $400,000 | ' |
Other_Liabilities_Details
Other Liabilities (Details) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Other liabilities | ' | ' |
Pension and post-retirement medical benefits, long-term portion | $10,059 | $10,241 |
Deferred rent | 1,161 | 1,201 |
Long-term income tax payable | 914 | 902 |
Long-term deferred tax liability | 570 | 570 |
Long-term deferred compensation | 472 | 491 |
Headsprout acquisition accrual | 400 | 400 |
Other | 150 | 149 |
Total | $13,726 | $13,954 |
Pension_Plan_Details_Textual
Pension Plan (Details Textual) (USD $) | 3 Months Ended | |
In Millions, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Pension Plan (Textual) [Abstract] | ' | ' |
Net pension costs | $0.10 | $0.10 |
Uncertain_Tax_Positions_Detail
Uncertain Tax Positions (Details Textual) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Millions, unless otherwise specified | ||
Unrecognized Tax Benefits [Abstract] | ' | ' |
Unrecognized Tax Benefits | $6.40 | $6.40 |
Commitments_and_Contingencies_
Commitments and Contingencies (Details Textual) (USD $) | 3 Months Ended |
In Millions, unless otherwise specified | Mar. 31, 2014 |
Commitments and Contingencies (Additional Textual) [Abstract] | ' |
Purchase commitments | 0.3 |
Letters of credit outstanding | 2.5 |
Money market fund investment | 0.9 |
Maximum | ' |
Commitments and Contingencies (Textual) [Abstract] | ' |
Term of purchase commitment | '1 year |
LongTerm_Debt_Details
Long-Term Debt (Details) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Summary Long-term debt | ' | ' |
Total long-term debt | $172,536 | $174,491 |
Senior secured notes | ' | ' |
Summary Long-term debt | ' | ' |
9.75% senior secured notes due February 15, 2017, interest payable semiannually | 173,000 | 175,000 |
Less: Unamortized discount | -464 | -509 |
Total long-term debt | $172,536 | $174,491 |
LongTerm_Debt_Details_Textual
Long-Term Debt (Details Textual) (USD $) | 3 Months Ended | 3 Months Ended | 1 Months Ended | ||||||
Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Feb. 28, 2011 | Apr. 30, 2014 | |
Revolving Credit Facility | Revolving Credit Facility | Revolving Credit Facility | Senior secured notes | Senior secured notes | Senior secured notes | ||||
ABL Credit Facility | ABL Credit Facility | ABL Credit Facility | Subsequent Event | ||||||
Minimum | Maximum | ||||||||
Long-Term Debt (Additional Textual) [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Senior secured notes | ' | ' | ' | ' | ' | ' | ' | $175,000,000 | ' |
Senior secured notes, maturity year | ' | ' | ' | ' | ' | ' | '2017 | ' | ' |
Unamortized capitalized deferred financing cost | 3,900,000 | ' | 4,500,000 | ' | ' | ' | ' | ' | ' |
Senior secured notes, interest rate | 9.75% | ' | ' | ' | ' | ' | 9.75% | ' | ' |
Senior secured notes aggregate principal amount | ' | ' | ' | ' | ' | ' | 2,000,000 | ' | 5,000,000 |
Amount paid for repurchased senior secured notes | ' | ' | ' | ' | ' | ' | 2,000,000 | ' | 5,100,000 |
Loss on extinguishment of debt | 213,000 | ' | ' | 200,000 | ' | ' | 100,000 | ' | ' |
Sub-facility for swing line loans | ' | ' | ' | 5,000,000 | ' | ' | ' | ' | ' |
Sub-facility for letters of credit | ' | ' | ' | 5,000,000 | ' | ' | ' | ' | ' |
Committed amount required to maintain under financial covenant | ' | ' | ' | 8,000,000 | ' | ' | ' | ' | ' |
ABL Facility financial covenant | ' | ' | ' | 'Excess availability of at least the greater of $8 million and 15% of the revolver | ' | ' | ' | ' | ' |
ABL Credit Parties revolver commitment percentage | ' | ' | ' | 15.00% | ' | ' | ' | ' | ' |
Long-Term Debt (Textual) [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Asset-based revolving credit facility | ' | ' | ' | $40,000,000 | ' | ' | ' | ' | ' |
Unused line fee | ' | ' | ' | ' | 0.38% | 0.50% | ' | ' | ' |
Fixed charge coverage ratio | ' | ' | ' | '1.1 to 1.0 | ' | ' | ' | ' | ' |
Segment_Reporting_Details_Text
Segment Reporting (Details Textual) | 3 Months Ended |
Mar. 31, 2014 | |
Segment | |
Segment Reporting (Additional Textual) [Abstract] | ' |
Number of reportable business segments | 4 |
Operating Segments | Explore Learning | ' |
Segment Reporting (Textual) [Abstract] | ' |
Number of Products under Explore Learning | 2 |
Operating Segments | Learning A-Z | ' |
Segment Reporting (Textual) [Abstract] | ' |
Number of Countries in which Product is used | 177 |
Segment_Reporting_Details
Segment Reporting (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Revenue, operating expenses and income (loss) from operations | ' | ' |
Net revenues | $31,080 | $31,429 |
Cost of revenues | 9,011 | 11,403 |
Amortization expense | 4,080 | 3,707 |
Total cost of revenues | 13,091 | 15,110 |
Other operating expenses | 18,705 | 19,756 |
Depreciation and amortization expense | 1,064 | 1,216 |
Net interest expense | 4,738 | 4,576 |
Loss on extinguishment of debt | -213 | ' |
Other income, net | -215 | -219 |
Income tax expense | 71 | 68 |
Segment net income (loss) | -6,587 | -9,078 |
Capital expenditures | 3,986 | 3,792 |
Operating Segments | Voyager Sopris Learning | ' | ' |
Revenue, operating expenses and income (loss) from operations | ' | ' |
Net revenues | 14,311 | 17,463 |
Cost of revenues | 7,409 | 10,054 |
Total cost of revenues | 7,409 | 10,054 |
Other operating expenses | 6,583 | 7,836 |
Segment net income (loss) | 319 | -427 |
Capital expenditures | 1,480 | 1,690 |
Operating Segments | Learning A-Z | ' | ' |
Revenue, operating expenses and income (loss) from operations | ' | ' |
Net revenues | 10,181 | 7,620 |
Cost of revenues | 422 | 253 |
Total cost of revenues | 422 | 253 |
Other operating expenses | 4,404 | 3,077 |
Segment net income (loss) | 5,355 | 4,290 |
Capital expenditures | 1,444 | 1,077 |
Operating Segments | Explore Learning | ' | ' |
Revenue, operating expenses and income (loss) from operations | ' | ' |
Net revenues | 4,474 | 3,751 |
Cost of revenues | 740 | 487 |
Total cost of revenues | 740 | 487 |
Other operating expenses | 2,704 | 2,137 |
Segment net income (loss) | 1,030 | 1,127 |
Capital expenditures | 341 | 322 |
Operating Segments | Kurzweil/IntelliTools | ' | ' |
Revenue, operating expenses and income (loss) from operations | ' | ' |
Net revenues | 2,114 | 2,595 |
Cost of revenues | 440 | 597 |
Total cost of revenues | 440 | 597 |
Other operating expenses | 1,216 | 1,130 |
Segment net income (loss) | 458 | 868 |
Capital expenditures | 135 | 72 |
Other | ' | ' |
Revenue, operating expenses and income (loss) from operations | ' | ' |
Cost of revenues | ' | 12 |
Amortization expense | 4,080 | 3,707 |
Total cost of revenues | 4,080 | 3,719 |
Other operating expenses | 3,798 | 5,576 |
Depreciation and amortization expense | 1,064 | 1,216 |
Net interest expense | 4,738 | 4,576 |
Loss on extinguishment of debt | -213 | ' |
Other income, net | -215 | -219 |
Income tax expense | 71 | 68 |
Segment net income (loss) | -13,749 | -14,936 |
Capital expenditures | $586 | $631 |
Related_Parties_Details_Textua
Related Parties (Details Textual) (USD $) | 3 Months Ended |
In Thousands, unless otherwise specified | Mar. 31, 2014 |
Related Party Transactions (Textual) [Abstract] | ' |
Headsprout acquisition consulting fee | $40 |
V S S | ' |
Related Party Transactions (Textual) [Abstract] | ' |
Percentage of fees equal to debt or equity financing | 1.00% |
Percentage of fees equal to enterprise value of entities acquired or disposed | 1.00% |
Subsequent_Events_Details_Text
Subsequent Events (Details Textual) (USD $) | 3 Months Ended | 0 Months Ended | 1 Months Ended |
In Millions, unless otherwise specified | Mar. 31, 2014 | Apr. 17, 2014 | Apr. 30, 2014 |
Senior secured notes | Subsequent Event | Subsequent Event | |
Senior secured notes | |||
Subsequent Event [Line Items] | ' | ' | ' |
Sale of IntelliTools product line | ' | $0.80 | ' |
Senior secured notes aggregate principal amount | 2 | ' | 5 |
Amount paid for repurchased senior secured notes | $2 | ' | $5.10 |