8-K


 


 

UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549

 


 

FORM 8-K

 


 

CURRENT
REPORT

Pursuant to Section 13 or 15(d)


of the Securities Exchange Act of 1934


Date of Report (date of earliest event reported): August 12, 2019


 

 


SCHOOL SPECIALTY, INC.


(Exact name of registrant as specified in its charter)

 


 

 















Delaware   000-24385   39-0971239

(State or other jurisdiction


of incorporation)

 

(Commission


File Number)

 

(IRS Employer


Identification No.)


W6316 Design Drive


Greenville, Wisconsin 54942


(Address of principal executive offices, including zip code)


Registrant’s telephone number, including area code: (920) 734-5712


 

 


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of
the registrant under any of the following provisions:

 




Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 




Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)


 




Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


 




Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

 















Title of each class

 

Trading


Symbol(s)

 

Name of each exchange


on which registered

None   None   None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the
Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).


Emerging growth company  


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

 


 

 





Item 7.01. Regulation FD Disclosure.


On August 12, 2019, School Specialty, Inc. issued a 2019 Q2 Investor Update and a press release reporting its financial results for the
Fiscal Year 2019 Second Quarter. A copy of the press release is attached as Exhibit 99.1, and a copy of the 2019 Q2 Investor Update is attached as Exhibit 99.2. Both exhibits are incorporated by reference herein.


This information is not deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise
subject to the liabilities of that section. Further, the information in this Form 8-K, including the exhibits, shall not be deemed to be incorporated by reference into the filings of the registrant under the
Securities Act of 1933, except as shall be expressly set forth by specific reference in such a filing.


Item 9.01. Financial Statements and
Exhibits.

(d) Exhibits

 




















Exhibit No.

  

Description

99.1    Press Release dated August 12, 2019
99.2    2019 Q2 Investor Update dated August 12, 2019

Forward-Looking Statements


This report and the information furnished herewith may contain statements concerning School Specialty’s future financial condition, results of operations,
expectations, plans or prospects. Such statements are forward-looking statements. Forward-looking statements also include those preceded by or followed by words like “anticipate,” “believes,” “could,”
“estimates,” “expects,” “intends,” “may,” “plan,” “projects,” “should,” “targets” and/or similar expressions. These forward-looking statements are based on School
Specialty’s estimates and assumptions as of the date of the information presented, and as such involve uncertainty and risk. Forward-looking statements are not guarantees of future performance and actual results may differ materially from those
contemplated by the forward-looking statements due to a number of factors, including those described in Item 1A. of School Specialty’s Annual Report on Form 10-K for the year ended December 29, 2018,
which factors are incorporated herein by reference. Any forward-looking statement in this report and the information furnished herewith speaks only as of the date on which it is made. Except as required under the federal securities laws, School
Specialty does not intend to update or revise the forward-looking statements.

 

2




SIGNATURES


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

 































    SCHOOL SPECIALTY, INC.
Dated: August 12, 2019     By:  

/s/ Kevin L. Baehler

     

Kevin L. Baehler

Executive Vice President
and

Chief Financial Officer

 

3

EX-99.1


Exhibit 99.1

 


LOGO

W6316 Design Drive, Greenville, WI 54942


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

School
Specialty Announces Fiscal Year 2019 Second Quarter Financial Results

 






   

Second quarter revenue of $160.6 million

 






   

Second quarter operating income of $1.8 million

 






   

Second quarter Adjusted EBITDA of $10.3 million

 






   

Executes new 10-year exclusive licensing agreement for FOSS Science Curriculum

 






   

Lowering 2019 Revenue guidance to $640 million to $650 million

 






   

Confirming 2019 gross margin guidance of 50 bps improvement

 






   

With additional cost savings expected, guiding to lower end of adjusted EBITDA guidance range of $42 million to
$46 million


GREENVILLE, Wis., August 12, 2019 – School Specialty, Inc. (OTCQB: SCOO) (“School Specialty”,
“SSI” or “the Company”), a leading provider of innovative products and solutions that support integrated learning environments for improved student social, emotional, mental and physical well-being, today provided
results for its fiscal second quarter ended June 29, 2019.

Michael Buenzow, Interim Chief Executive Officer, stated, “Current bookings gross
margin trends for late Q2 and early Q3 indicate solid gross margin improvement within
the Distribution segment for the second half of 2019. Our variable and fixed cost savings initiatives are gaining traction as we continue to aggressively manage
the SG&A expense structure, and we plan on accelerating those initiatives in the second half of 2019 to increase our profitability. With an emphasis and focus on higher margin revenue opportunities, we have taken a very disciplined and focused
approach to our business, which in some cases includes walking away from certain large revenue opportunities with low margins. This, along with a delayed recovery in our Science Curriculum segment, has contributed to revenue softness in the first
half of the year and our lower overall revenue outlook for 2019. Small district and non-district accounts have experienced some weakness and, as a result, we have engaged in a proactive direct marketing campaign to address these customer segments.
Importantly, our business is trending favorably year-over-year within large school districts, major purchasing cooperatives, and state contracts. We remain committed to driving long term organic growth, focusing on cost efficiency, expanding
margins, and generating strong free cash flow.”

Ryan M. Bohr, Executive Vice President and Chief Operating Officer, stated, “From an operations
perspective, the challenges of 2018 are fully behind us. The performance in our fulfillment centers has been exceptional with respect to all customer-facing metrics, such as fill-rates, order lead-times, and order accuracy. We believe this solid
execution will be a significant advantage as we look to drive follow-on orders and strengthen order trends after the peak ordering months of July and August. We remain focused on process improvement and cost reduction initiatives, which have
contributed to a greater than 6% reduction in SG&A through the second quarter. We are confident this favorability will continue and will improve long-term profitability. Importantly, key process improvement efforts not only lower costs but
position us to better serve our customers and drive organic revenue growth.”




Michael Buenzow added, “Taking this quarter’s revenue results into account, we are still tracking
towards the lower end of our previously disclosed adjusted EBITDA guidance range as a result of our cost reduction and margin improvement efforts. As such, we are expecting a considerable increase in EBITDA performance on a year-over-year basis in
the second half of 2019. In our Distribution segment, booked gross margins for June and July, two of the Company’s strongest order months, were up year-over-year by 250 basis points. This improvement stems primarily from the implementation of a
more strategic approach to bids and contracts and effective management of discount programs. Furniture margins have also shown steady improvement and were favorable year-over-year for the first half of 2019. In our Science Curriculum business, we
have seen more active competition, resulting in our win-rates coming in below historical levels. This said, with increasing demand for NGSS-aligned curriculum programs, we are confident our leadership and deep roots in the K-8 Science market will
enable a strong recovery in the Science segment. Overall, we remain focused on further improvements and enhancing our products to better serve the needs of our customers.”


FOSS Science Curriculum Update

School Specialty, Inc. is
also extremely pleased to announce that we have successfully executed a new 10-year agreement to continue as the exclusive publisher of the award-winning FOSS Science Curriculum program. The new long-term agreement provides us with an opportunity to
work collaboratively with the Lawrence Hall of Science at the University of California, Berkeley to further improve the FOSS program and jointly pursue the very significant market opportunity for the FOSS program over the next several years.


Second Quarter of Fiscal 2019 Results

 






   

Revenue was $160.6 million for the quarter ended June 29, 2019, as compared to $169.2 million in the second
quarter of fiscal 2018, representing a decrease of 5.1%. This decrease included declines of 3.6% in the Distribution segment and 22.2% in the Science Curriculum segment.

 






   

Our Supplies business with the largest school districts in the country is gaining momentum through major
purchasing cooperatives and large state contracts.


 






   

Based on the current pipeline of opportunities, we expect Science Curriculum revenue to begin to accelerate as
the second half progresses.


 






   

The Company reported a gross profit margin for the quarter ended June 29, 2019 of 32.7%, as compared to
34.7% reported in the second quarter of fiscal 2018. While gross margin contracted in the quarter, booking trends in Supplies and Furniture in June and July support gross margin expansion in the second half of 2019 as our pricing strategy gains
traction.


 






   

Selling, general and administrative (“SG&A”) expenses were $50.5 million for the quarter ended
June 29, 2019, which represents a 6.1% decrease year-over-year, driven primarily by lower variable costs related to volume, transportation cost reduction efforts, and lower compensation and benefits costs as well as marketing and catalog costs.


 






   

The Company reported adjusted earnings before interest, taxes, depreciation and amortization (“Adjusted
EBITDA”) of $10.3 million for the quarter ended June 29, 2019, compared to $11.5 million in the quarter ended June 30, 2018. Factors impacting Adjusted EBITDA in the second quarter of fiscal 2019 compared to the prior year include
lower revenue and gross profit, partially offset by lower SG&A costs.



Fiscal 2019 Outlook Update

 






   

Total revenue is expected to be approximately $640 million to $650 million, a 3% to 5% decrease year-over-year.
The updated outlook is driven primarily by a movement away from low margin business in both Supplies and Furniture and a delayed recovery in the Science Curriculum segment.

 






   

Gross margin is forecasted to expand 50 basis points year-over-year, consistent with our original guidance,
despite an unfavorable shift in expected revenue mix. Strong favorability in the second half of 2019 is expected to more than offset performance in the first half of 2019.

 






   

Favorable gross margin trends, which began to materially impact results late in the second quarter, are expected
to continue and should offset the impact of lower top-line performance as we drive considerable year-over-year gross margin expansion in the second half of 2019.

 






   

Full year SG&A expense is forecasted to decline approximately 6% year-over-year. SG&A is being managed
aggressively, and we expect year-over-year cost reductions to offset any softness in the top-line.


 






   

Full year 2019 EBITDA is forecasted to come in at the lower end of our previously disclosed guidance of $42
million to $46 million.


 






   

Free cash flow is anticipated to be in the range of $15 million to $20 million, down from the original guidance
of $27 million to $33 million. Higher than anticipated year-end net working capital balances, driven primarily by lower accrued incentive compensation and increased restructuring costs associated with SG&A actions are contributing to the decline
in free cash flow. This assumes capital expenditures of $10 million and product development investments of $5 million.


 






   

School Specialty is working with a leading investment banking firm to refinance its deferred cash payment
obligations, which are payable at the end of fiscal 2019.


School Specialty will be hosting a teleconference and webcast on Tuesday,
August 13, 2019 at 9:00 a.m. ET to discuss its results and outlook. Speaking from management will be Michael C. Buenzow, Interim President and Chief Executive Officer; Ryan M. Bohr, Executive Vice President and Chief Operating Officer; and
Kevin L. Baehler, Executive Vice President and Chief Financial Officer.

Conference Call Information:


 






   

Toll-free number: 844-882-7832 / International number: 574-990-9706 / Conference ID:
7179747


 






   

Replay number: 855-859-2056 / International replay number: 404-537-3406 / Conference ID:
7179747


Interested parties can also participate on the webcast by visiting the Investor Relations section of School
Specialty’s website at http://investors.schoolspecialty.com. For those who are unable to participate on the live conference call and webcast, a replay will be available approximately one hour after the completion of the call.


About School Specialty, Inc.

School Specialty designs,
develops and delivers the broadest assortment of innovative and proprietary products, programs and services to the education marketplace, including essential classroom supplies, furniture, educational technology, supplemental learning resources,
science-based curriculum, and other unique products and services that enable educators across North America to transform more than classrooms. The Company applies its unmatched team of subject-matter experts and customized planning,
development and project management tools to deliver its unique value proposition, which supports the social, emotional, mental, and physical safety of students – improving both their learning outcomes and school district
performance.




School Specialty serves the U.S. and Canada with a multi-channel approach. For more information,
visit https://corporate.schoolspecialty.com/ or connect with us on Facebook, Twitter, Instagram, and Pinterest. Find ideas, resources and inspiration by visiting our blog: https://blog.schoolspecialty.com/.


Statement Concerning Forward-Looking Information

Any
statements made in this press release about School Specialty’s expected financial results, future financial condition, results of operations, expectations, plans, or prospects, including but not limited to those statements relating to its
expected results for 2019 under the heading “Fiscal 2019 Outlook Update” and elsewhere in this press release, constitute forward-looking statements. Forward-looking statements also include those preceded or followed by the words
“anticipates,” “believes,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “projects,” “should,” “targets” and/or similar
expressions. These forward-looking statements are based on School Specialty’s current estimates and assumptions and, as such, involve uncertainty and risk. Forward-looking statements are not guarantees of future performance, and actual results
may differ materially from those contemplated by the forward-looking statements because of a number of factors, including the risk factors described in Item 1A of School Specialty’s Form 10-K for the fiscal year ended December 29,
2018, which risk factors are incorporated herein by reference. Any forward-looking statement in this release speaks only as of the date on which it is made. Except to the extent required under the federal securities laws, School Specialty does not
intend to update or revise the forward-looking statements.

Non-GAAP Financial Information


This press release includes references to Adjusted EBITDA, a non-GAAP financial measure. Adjusted EBITDA represents net income (loss) adjusted for: provision
for (benefit from) income taxes; purchase accounting deferred revenue adjustments; restructuring costs; restructuring-related costs included in SG&A; impairment charges; depreciation and amortization expense; amortization of development costs;
net interest expense; and stock-based compensation. Free Cash Flow represents Adjusted EBITDA adjusted for: capital expenditures; product development expenditures; proceeds from asset sales; unrealized foreign exchange gains and losses; other;
changes in working capital; Cash Interest and Cash Taxes.

The Company considers Adjusted EBITDA a relevant supplemental measure of its financial
performance and Free Cash Flow a relevant supplemental measure of liquidity. The Company believes these non-GAAP financial measures provide useful supplemental information for investors regarding trends and performance of our ongoing operations and
is useful for year-over-year comparisons of such results. We also use these non-GAAP financial measures in making operational and financial decisions and in establishing operational goals.


In summary, we believe that providing these non-GAAP financial measures to investors, as a supplement to GAAP financial measures, helps investors to
(i) evaluate our operating and financial performance and future prospects, (ii) compare financial results across accounting periods, (iii) better understand the long-term performance of our core business, (iv) evaluate trends in
our business, (v) evaluate our ability to generate cash and improve liquidity, and (vi) assess the Company’s ability to fund both its operating activities and reinvestments into the business, as well as service its debt, including
debt repayments, all consistent with how management evaluates such performance and trends.

Adjusted EBITDA and Free Cash Flow do not represent, and
should not be considered, an alternative to net income or operating income, or an alternative to cashflow from operations, as determined by GAAP, and our calculation may not be comparable to similarly titled measures reported by other companies.

 





















Company Contacts   
Ryan Bohr, EVP and Chief Operating Officer    Kevin Baehler, EVP and Chief Financial Officer
Ryan.bohr@schoolspecialty.com    Kevin.baehler@schoolspecialty.com
Tel: 920-882-5868    Tel: 920-882-5882



Investor and Media Relations Contact


Mark Barbalato – FTI Consulting


Mark.Barbalato@fticonsulting.com

Tel: 212-850-5707


Tables to Follow




SCHOOL SPECIALTY, INC.


CONSOLIDATED STATEMENTS OF OPERATIONS


(In Thousands, Except Per Share Amounts)

 





















































































































































































































































































































































































































































































































































































































































































































































































     For the Three Months Ended      For the Six Months Ended  
     June 29, 2019     June 30, 2018      June 29, 2019     June 30, 2018  

Revenues

   $ 160,609     $ 169,272      $ 256,541     $ 268,559  

Cost of revenues

     107,930       110,528        171,060       173,694  
  

 

 

   

 

 

    

 

 

   

 

 

 

Gross profit

     52,679       58,744        85,481       94,865  

Selling, general and administrative expenses

     50,532       53,808        102,980       110,946  

Impairment charge

     —         —          283       —    

Facility exit costs and restructuring

     334       171        1,210       482  
  

 

 

   

 

 

    

 

 

   

 

 

 

Operating income (loss)

     1,813       4,765        (18,992     (16,563

Other expense:

         

Interest expense

     4,960       3,688        9,586       7,194  

Change in fair value of derivatives

     1,082       —          1,082       —    
  

 

 

   

 

 

    

 

 

   

 

 

 

Income (loss) before benefit from income taxes

     (4,229     1,077        (29,660     (23,757

Provision for (benefit from) income taxes

     1,627       1,059        1,171       (5,097
  

 

 

   

 

 

    

 

 

   

 

 

 

Net income (loss)

   $ (5,856   $ 18      $ (30,831   $ (18,660
  

 

 

   

 

 

    

 

 

   

 

 

 

Weighted average shares outstanding:

         

Basic

     7,012       7,000        7,007       7,000  

Diluted

     7,012       7,129        7,007       7,000  

Net Loss per Share:

         

Basic

   $ (0.84   $ 0.00      $ (4.40   $ (2.67

Diluted

   $ (0.84   $ 0.00      $ (4.40   $ (2.67
     June 29, 2019     June 30, 2018      June 29, 2019     June 30, 2018  

Adjusted Earnings before interest, taxes, depreciation, amortization, change in value of
derivatives, restructuring and impairment charges (EBITDA) reconciliation:

         

Net income (loss)

   $ (5,856   $ 18      $ (30,831   $ (18,660

Provision for (benefit from) income taxes

     1,627       1,059        1,171       (5,097

Purchase accounting deferred revenue adjustment

     —         266        —         639  

Impairment charge

     —         —          283       —    

Restructuring costs

     334       171        1,210       482  

Restructuring-related costs incl in SG&A

     2,179       390        3,930       1,688  

Change in fair value of derivatives

     1,082       —          1,082       —    

Depreciation and amortization expense

     4,342       3,935        8,514       9,393  

Amortization of development costs

     1,343       1,382        2,301       2,686  

Net interest expense

     4,960       3,688        9,586       7,194  

Stock-based compensation

     270       625        (890     1,197  
  

 

 

   

 

 

    

 

 

   

 

 

 

Adjusted EBITDA

   $ 10,281     $ 11,534      $ (3,644   $ (477
  

 

 

   

 

 

    

 

 

   

 

 

 



SCHOOL SPECIALTY, INC.


CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)


(In Thousands, Except Share and Per Share Amounts)

 





















































































































































































































































































































































































































































































































































































































































































































     June 29, 2019     December 29, 2018     June 30, 2018  

ASSETS

      

Current assets:

      

Cash and cash equivalents

   $ 7,236     $ 1,030     $ 8,640  

Accounts receivable, less allowance for doubtful accounts

     87,345       77,888       90,470  

Inventories, net

     122,308       90,061       131,761  

Prepaid expenses and other current assets

     22,535       15,763       21,154  

Refundable income taxes

     138       1,019       2,115  
  

 

 

   

 

 

   

 

 

 

Total current assets

     239,562       185,761       254,140  

Property, plant and equipment, net

     30,761       31,902       32,063  

Operating lease right-of-use asset

     12,528       —         —    

Goodwill

     4,580       4,580       26,842  

Intangible assets, net

     31,149       33,306       35,184  

Development costs and other

     14,489       14,807       16,191  

Deferred taxes long-term

     291       320       8,347  
  

 

 

   

 

 

   

 

 

 

Total assets

   $ 333,360     $ 270,676     $ 372,767  
  

 

 

   

 

 

   

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

      

Current liabilities:

      

Current maturities—long-term debt

   $ 94,971     $ 30,352     $ 64,600  

Current operating lease liability

     5,203       —         —    

Accounts payable

     62,060       41,277       61,894  

Accrued compensation

     7,161       7,302       8,209  

Contract liabilities

     5,414       5,641       5,804  

Accrued royalties

     1,591       2,678       1,998  

Other accrued liabilities

     13,908       11,379       12,265  
  

 

 

   

 

 

   

 

 

 

Total current liabilities

     190,308       98,629       154,770  

Long-term debt—less current maturities

     96,429       103,583       130,437  

Opearting lease liability

     7,403       —         —    

Other liabilities

     3,353       1,101       792  
  

 

 

   

 

 

   

 

 

 

Total liabilities

     297,493       203,313       285,999  
  

 

 

   

 

 

   

 

 

 

Stockholders’ equity:

      

Preferred stock, $0.001 par value per share, 500,000 shares authorized; none
outstanding

     —         —         —    

Common stock, $0.001 par value per share, 50,000,000 shares authorized;

      

7,025,219; 7,000,000 and 7,000,000 shares issued and outstanding, respectively

     7       7       7  

Capital in excess of par value

     124,183       125,072       124,149  

Treasury stock, at cost 5,145; 0 and 0 shares, respectively

     (34     —         —    

Accumulated other comprehensive loss

     (1,821     (2,079     (1,832

Accumulated deficit

     (86,468     (55,637     (35,556
  

 

 

   

 

 

   

 

 

 

Total stockholders’ equity

     35,867       67,363       86,768  
  

 

 

   

 

 

   

 

 

 

Total liabilities and stockholders’ equity

   $ 333,360     $ 270,676     $ 372,767  
  

 

 

   

 

 

   

 

 

 

EX-99.2

Fiscal Q2 2019 Investor Update August
12, 2019 Exhibit 99.2


Safe Harbor Statement This presentation
contains statements about School Specialty’s future financial condition, results of operations, equity value, expectations, plans, or prospects, including information under the heading “Fiscal 2019 Full Year Guidance”, “Peak
Season Update – H2 2019 Outlook”, and the information regarding our Fiscal 2019 financial and performance and business objectives outlook, that constitute forward-looking statements. Forward-looking statements also include those preceded
or followed by the words “anticipates,” “believes,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “projects,” “should,” “targets” and/or similar expressions. These forward-looking statements are based on School Specialty’s current
estimates and assumptions as of the date of the information presented and as such, involve uncertainty and risk. Forward-looking statements are not guarantees of future performance, and actual results may differ materially from those contemplated by
the forward-looking statements because of a number of factors, including the factors described in Item 1A of School Specialty’s Report
on Form 10-K for the fiscal year ended December 29, 2018, which factors are incorporated herein by reference.
Other risks and uncertainties include, but are not limited to, the following: failure to comply with restrictive covenants under our credit facilities and other debt instruments; material adverse effects on our operating flexibility resulting from
our debt levels; volatile or uncertain economic conditions; inability to timely respond to the needs of our clients; our ability to refinance our currently maturing debt; declining school budgets; cyberattack or improper disclosure or loss of
sensitive or confidential company, employee or client data; increasing competition in our science curriculum products; and other factors that may be disclosed from time to time in our SEC filings or otherwise. Any forward-looking statement in this
presentation speaks only as of the date in which it is made. Except to the extent required under the federal securities laws, School Specialty does not intend to update or revise the forward-looking statements.


Q2 2019 – Key Takeaways Core
Business Stable; Move Away From Low-Margin Business and Isolated Headwinds Affect Top-Line Exceptionally Strong Operational Performance Road to Success in Second Half & Beyond Traction with large U.S. districts remains strong; Q2 2019 revenue
top-line softness due to Supplies weakness within smaller districts and non-district customers. Overall Supplies revenue and outlook remains healthy. Pricing actions and improved margin discipline aiding in margin expansion, the impact of which to
be realized primarily in H2 2019. Science Curriculum recovery slower than expected; targeting 2H growth and expecting a more pronounced recovery in 2020. Strongest operating metrics in years; fulfillment centers are current and delivering on-time,
accurate and damage free orders. Expect to leverage excellent operational performance and customer service levels to boost post-peak re-order rates in 2H. Aggressive SG&A management continues to be evident; favorable SG&A margin trend is
expected to continue in H2 2019 Working capital has normalized as expected, providing FCF to accelerate debt paydown in 3Q and 4Q 2019. Driven by favorable margin trends and aggressive SG&A management, guiding to the low-end of our Adjusted
EBITDA guidance range Full-year impact of pricing actions, continued SG&A management and recovery in the Science Curriculum business point to continued bottom-line improvement in 2020.


2019 Key Priorities & Objectives
Drive Organic Revenue Growth Cost Efficiency & Process Excellence Build Long-Term Growth Momentum Boost Free Cash Flow Leverage team-sell model and customer segmentation strategy to drive growth. Strengthen relationships at the District
Administration & School Board Level. Capitalize on supplier consolidation trends as Districts seek to streamline procurement activities. Benefit from increased funding directed toward STEM/STEAM, Early Childhood and Learning Environment
modernization efforts. Strategically invest in Learning Environment pipeline to support its strong, multi-year projected growth. Launch new high-margin supplemental curriculum products in ELA, Math and Science. Convert growing Science Curriculum
opportunities outside of California. Continue to deepen customer relationships and broaden account penetration across categories. Continue to benefit from process excellence initiatives designed to lower costs and create scalability. Realize
transportation-cost savings from renegotiation of key transport agreements and other supply chain initiatives. Leverage reduced order-cycle times and improved fill-rates to enhance customer experience and drive strong follow-on orders post peak
season. On track for 2019 net working capital normalization. On-time complete shipments and enhanced e-commerce integration to shorten collection cycles. Continue to expect modest reduction in capital expenditures in 2019. Stronger cash flows
expected to reduce overall leverage.


Q2 2019 Revenue Overview Q2 2019
revenue was $160.6M, a decline of 5.1% as compared to the previous year. The main drivers were as follows: Distribution segment revenue of $150.1M, a decline of 3.6% as compared to the previous year. Supplies revenue softness and continued headwinds
in the Agendas category were key drivers of the decline YoY. The weakness in Agendas is due to challenges associated with the transition to a new technology platform to support the sale and production of Agendas. Supplies Revenue of $77.0M, down
4.1% as compared to the previous year. Large school districts posting solid growth YoY offset by weakness in small-to-medium sized districts, Canada and non-district accounts. The weakness in small district and non-district accounts, we believe, is
partly attributable to our poor operating performance in 2018; we have deployed multiple sales and marketing initiatives in an effort to reactivate this segment of the customer base. Weakness in Canada can be attributed to education budget cuts and
increased local competition in certain provinces. Furniture Revenue of $53.6M, up 2.3% as compared to the previous year. Strong demand was partially offset by our strategic decision to be more selective when considering the pursuit of low margin
opportunities in certain markets. Instruction & Intervention (“I&I”) Revenue of $14.1M, down 2.0% as compared to the previous year, reflecting soft demand for our Triumph Learning (Coach) product line and
non-proprietary instructional support materials and manipulatives.  Pipeline of opportunities for SPIRE and Wordly Wise remains solid, with modest YoY growth expected in these anchor products. Success Coach launch on track for Q3, representing
the first major new product release in several years. AV Tech Revenue of $4.2M, up 2.9% as compared to the previous year; category performance up low single digit YoY and modestly better than historical trends. Better alignment with Furniture
(Learning Environment) sales process is beginning to gain traction. Science Curriculum segment revenue of $10.5M, a decline of 22.2% as compared to the previous year, reflecting the result of weaker than expected performance of FOSS in several large
open territory opportunities and timing shifts with the California adoption. Overall yield from the California adoption appears to still be intact. Our 2019 plan assumed approximately half of the California spend would occur in 2019, with the
balance being spent in 2020. However, due to slower than expected adoption we now expect approximately a quarter of the California spend to occur in 2019, with the balance being spent in 2020 / 2021.


Q2 2019 Gross Profit Overview Q2 2019
gross profit was $52.7M, down $6.1M or 10.3% as compared to the previous year, representing a gross margin of 32.8%, contracting 190 bps YoY. YoY spread in gross margin continues to narrow positively (from a 220 bps YoY decline in Q1 2019 to a 190
bps decline in Q2 2019). Margin trends at the product category level in late Q2 / early Q3 support gross margin expansion in 2H 2019 as our pricing actions and efforts to improve margin discipline within bids, contracts and major
projects take hold. The main drivers of gross profit were as follows: Distribution Segment gross profit of $46.8M, down $3.5M or 7.0% as compared to the previous year, representing a gross margin of 31.2%, 110 bps below prior year.  Q2 2019
Distribution segment gross margins was negatively impacted by both product mix (-30 bps) and increased customer rebates and allowances (-30 bps). Pricing actions taken in fiscal 2018 and early fiscal 2019 have begun to positively impact gross
margins over the past three quarters. We expect the impact of pricing actions to be more pronounced in 2H 2019 and result in positive YoY gross margin variances. Science Curriculum Segment gross profit of $5.9M, down $2.5M or 30.2% as compared to
the previous year, representing a gross margin of 55.7%, decreasing 640 bps YoY. Factors resulting in YoY margin contraction were: increased product costs associated with smaller runs of printed materials, higher than expected training and material
costs, and lower shipping and handling revenues. Expect gross margin expansion in H2 2019, based upon higher volumes and margins, to be consistent with 2H 2018.


Structural Improvements Leading to
Improved YoY Gross Margin Profile Pricing actions and the re-pricing of material bids / contracts gradually materialized in the 1H of the year. The full impact of pricing changes becomes most evident in the peak-season. Lower gross margins are
expected during the “peak-season,” driven primarily by product mix. Pricing actions beginning in mid-2018 have substantially offset the seasonal decline; YoY favorability emerged in late Q2 and has been sustained in early Q3. Pricing
actions include: More effective assortment review to optimize SKU list prices and published discount prices. Improved bid/quote process and analytics. Structured discount programs to be more in-line with the strategic value of the customer /
opportunity. Supplies Weekly Booked GM Expect YoY gross margin favorability in 2H 2019 for both Supplies and Furniture to be meaningful.


Q2 2019 SG&A Overview Q2 2019
SG&A was $50.5M, down $3.3M or 6.1% as compared to the previous year. The main drivers of SG&A during Q2 2019 were as follows: Total compensation and benefit costs declined $1.4M or 5.5% YoY, reflecting our continued focus on cost
management. Fixed labor and benefit expenses decreased $0.9M or 4.6% YoY, driven by lower staffing levels. Seasonal labor expenses increased $0.5M or 22.4% YoY; fulfillment centers are performing very well, with staffing and productivity levels
experiencing the best service levels in the past five years and order fulfillment 100% current.  Incentive compensation expenses decreased $0.8M YoY due to the Company’s expected full-year performance missing expected 2019 targets. 
Stock-based compensation expense decreased $0.3M YoY as previous equity awards either became fully vested or were canceled due to employee separations. Depreciation expense increased $0.5M or 15.3% YoY. Transportation costs decreased $1.4M or 16.2%
YoY, reflecting contract re-negotiations, a more effective, streamlined approach to effectively managing carriers, and improved operational efficiency, which resulted in fewer expedited orders and split shipments. Catalog expense was flat YoY, as
planned reductions in catalog circulation began to take hold. 2019 Catalog expenses are expected to remain flat YoY despite a shift of $1.8M in catalog costs to 2019 from 2018. Restructuring related expense (incl. in SG&A) of $2.2M in Q2 2019
represented an increase of $1.8M. All other SG&A costs are down $2.5M, or 17.5%, consisting of lower variable SG&A costs consistent due to lower volumes; decreases in selling and marketing, professional services, telephone, and travel costs
reflect the Company’s efforts to aggressively manage SG&A.


Q2 2019 Operating Income, Adj. EBITDA
and Cash Flow Overview Q2 2019 operating income of $1.8M vs. operating income of $4.8M in Q2 2018. Operating income reduced by $3.0M, or 62.5%, as SG&A reductions were not able to offset the full impact of lower Revenues and Gross Profit
realized in Q2 2019. Q2 2019 operating income reflects a $0.2M increase in facility exit costs and restructuring expense and a $1.8M increase in restructuring-related costs included in SG&A. Q2 2019 Adjusted EBITDA of $10.3M vs. $11.5M in Q2
2018. The decline in Adjusted EBITDA reflects a 5.1% decrease in revenues and a 190 bps gross margin contraction. Adjusted EBITDA was positively impacted by SG&A reductions, including favorable transportation rates, lower compensation and
benefits due to staffing decisions, lower management incentive compensation, lower marketing/catalog costs, and other cost reduction initiatives.  Cost savings initiatives are taking hold, which can be seen in our SG&A and helped stabilize
Q2 2019 Adjusted EBITDA.  Q2 2019 free cash flow of -$21.4M vs. -$34.7M in Q2 2018. Q2 2019 operating cash flow of -$17.5M vs. -$30.8M in Q2 2018. Q2 2019 capital expenditures flat YoY, in-line with our full-year 2019 capital expenditure
guidance. Interest expense increased $1.2M YoY in Q2 2019 due to a combination of higher average debt balances and higher overall borrowing costs; this includes a $0.3M increase in non-cash interest.


Financial Update


Q2 2019 and YTD Financial
Performance Summary ($’s in millions) (1) SG&A includes restructuring-related costs of $2.2M and $3.9M for the Q2 2019 and YTD 2019, respectively. SG&A includes restructuring-related costs of $0.4M and $1.7M for Q2 2018 and YTD 2018,
respectively.


Working Capital Analytics / Other
Cash Flow Drivers Working capital balances have returned to historic levels. Accounts Receivable down by $3.2M due to volume. The impact of PY FC issues on A/R balances contributed approximately $10.0M of incremental collections in 2019. Inventory
decrease of $9.5M is related to a combination of lower volume and transition of Agenda production-related activities to a third party. Trailing-twelve-months capex of $12.0M at end of Q2 2019 is expected to continue to trend downward. Product
development investment in line with plan; spending decrease vs. TTM FY18 Q2 is related to 2017/2018 spend in anticipation of 2019 FOSS California adoption. Trailing-twelve-month cash interest increased by $2.7M due to a combination of increases
in average debt outstanding and higher borrowing costs associated with increases to both LIBOR and applicable margins.  Note: Net Working Capital excludes cash, currently maturing long-term debt and current lease liabilities.


Capitalization Summary Increase in
Net Debt over the past 3 years due entirely to acquisition (+$20.2M) and PIK Note accretion (+$6.7M), partially offset by free cash flow. Anticipate deleveraging in FY19 based on free cash flow outlook. Total Net Debt Essentially Flat: $3.4M of
positive TTM Q2 2019 FCF offset by: $2.7M additional PIK note interest; $0.7M of contingent purchase price; and $0.4M of loan refinancing fees. ABL and Term Loan Facilities: ABL balance is $62.6M as of 6/30/19. Gross excess availability of $61.4M
(borrowing base availability + cash) compared to a minimum liquidity requirement of $12.5M, indicating an availability cushion of ~$48.9M Term Loan balance at Q2 2019 reflects $108.2M original balance + $14.0M delayed draw for TL acquisition + $0.4M
of PIK interest reduced by $16.2M of principal repayments. Current Maturities of LT Debt: Over the next twelve months, $95.0M of the debt will mature. Scheduled term loan principal payments over the next four quarters total $6.2M. PIK notes will
total $27.2M upon December 2019 maturity. Expect to repay with funds from anticipated H2 2019 refinancing.


Guidance Update


Fiscal 2019 Full Year Guidance
Metric Guidance Announced on Q1 2019 Earnings Call Updated Guidance Announced on Q2 2019 Earnings Call Revenue $695 – 705 million $640 – 650 million Gross Margin Increase of 50 bps No change Total SG&A Increase of 1-3%, resulting in
improved SG&A margin Decrease of approximately 6%, as cost reduction efforts help to mitigate lower than expected top-line results Adjusted EBITDA (1) $42 – 46 million Lower end of original guidance (~$42 million) Capital Expenditures $10
million No change Product Development $5 million No change Leveraged Free Cash Flow $27 – 33 million $15 – 20 million, due to higher than anticipated year end net working capital associated primarily with lower incentive compensation accruals and
increased restructuring costs (1) Our Adjusted EBITDA guidance includes an estimate of addbacks for non-recurring and other restructuring-related costs.  The terms of our credit facilities limit the amount of these addbacks for purposes of
calculating Adjusted EBITDA for covenant purposes.  Such limitations may result in a difference between reported Adjusted EBITDA and Adjusted EBITDA for covenant purposes.


Peak Season Update – H2 2019
Outlook Fulfillment centers are having their best peak-season operational performances in over 5 years. Key operational metrics are positive. Lead times are excellent as the fulfillment centers remain current in processing and shipping orders.
On-time shipments are approximately 95%. Fill rates remain high as backorders are down over 60% YoY. Reduction in backorders also results in fewer split orders. Revenue expected to be down YoY in the second half of 2019. Supplies and Furniture
expected to be down modestly in the second half, partially due to walking away from lower margin business, however, a strong fulfillment season may lead to an uptick YoY in post season orders, providing upside to our outlook. Selling and marketing
efforts are underway to leverage the strong peak season performance to drive post-season orders in Q4. Science revenues expected to grow in H2 2019 due to California adoption, resulting in full year revenues generally consistent with 2018. Gross
profit dollars are expected to be flat to modestly up through the second half of 2019 due to a combination of improving product category gross margin and shift in product mix. SG&A expected to be down with volume, providing a boost to our bottom
line. Adjusted EBITDA in H2 2019 is expected to be up materially from H2 2018. Significant anticipated gross margin improvement and continued SG&A improvement expected to offset softer revenue in the back half of 2019.


Appendix


Consolidated Statement of Operations


Condensed Consolidated Balance Sheet


Condensed Consolidated Statement of
Cash Flows


Q2 2019 SG&A Review SG&A
Comments Q2 2019 SG&A down $3.3M or 6.1%, driven by favorable transportation rates and aggressive management of both fixed and variable personnel costs.  Continued focus on managing SG&A expenses in Q2 2019 contributed to a
decline in SG&A as a percentage of revenue. As a percentage of revenue, total Q2 2019 SG&A of 31.4% is down 40 bps from Q2 2018. Adjusting for D&A, stock-based compensation, FX (gain) loss, and restructuring-related expenses, all other
operating SG&A decreased by 10.5%. Renegotiated freight contracts have resulted in YoY decreases in transportation costs in Q2 2019. We expect rest of year transportation costs to be favorable vs. PY. Catalog rationalization efforts continued
with a decrease of $0.1M in Q2 2019; with a YTD increase of $0.4M, rationalization efforts have offset the majority of a $1.8M shift in catalog production between 2018 and 2019 with a decrease of $0.1M in Q2 2019; marketing spend transitioning to
digital media.  Reductions in incentive compensation are primarily attributable to H1 2019 performance. Company anticipates further cost reductions from process excellence initiatives, as well as greater efficiencies related to the completion
of IT projects in process.


Direct Cash Flow Calculations


Fiscal 2019 Outlook: Reconciliation
to Non-GAAP The Company’s Adjusted EBITDA and Leveraged Free Cash Flow outlook for FY19 are non-GAAP measures. Reconciliations of these non-GAAP measures to the nearest GAAP financial measures are presented in the following tables:


Non-GAAP Financial Information
Non-GAAP Financial Information This update includes references to Adjusted EBITDA, Leveraged/Unleveraged Free Cash Flow, and Total Debt, each of which is a non-GAAP financial measure. Adjusted EBITDA represents net income (loss) adjusted for:
provision for (benefit from) income taxes; restructuring costs; restructuring-related costs included in SG&A; purchase accounting deferred revenue adjustment; impairment charges; changes in fair value of derivatives; depreciation and
amortization expense; amortization of development costs; net interest expense; and stock-based compensation. Unleveraged Free Cash Flow represents Adjusted EBITDA adjusted for: capital expenditures; product development expenditures; proceeds from
sales; unrealized foreign exchange gains and losses; other; and changes in working capital. Leveraged Free Cash Flow is Unleveraged Free Cash Flow adjusted for Cash Interest and Cash Taxes. Total Debt represents the cash repayment obligations
associated with the Company’s borrowings excluding unamortized term loan debt issuance costs and term loan original issue discount. The Company considers Adjusted EBITDA a relevant supplemental measure of its financial performance and
Leveraged and Unleveraged Free Cash Flow relevant supplemental measures of liquidity. The Company believes these non-GAAP financial results provide useful supplemental information for investors regarding trends and performance of our ongoing
operations and are useful for YOY comparisons of such results. We also use these non-GAAP financial measures in making operational and financial decisions and in establishing operational goals. The Company assesses its operating performance using
both GAAP operating income and non-GAAP Adjusted EBITDA in order to better isolate the impact of certain, material items that may not be comparable between periods. The Company believes that Leveraged/Unleveraged Free Cash Flow provides a meaningful
measure of its ability to generate cash and improve liquidity. In addition, the Company believes it provides investors a useful basis for assessing the Company’s ability to fund both its operating activities and reinvestments into the
business, as well as service its debt, including debt repayments. The Company considers Total Debt a meaningful measure of the future cash obligations of the Company which is useful in assessing future liquidity needs. In summary, we believe that
providing these non-GAAP financial measures to investors, as a supplement to GAAP financial measures, helps investors to (i) evaluate our operating and financial performance and future prospects, (ii) compare financial results across accounting
periods, (iii) better understand the long-term performance of our core business, and (iv) evaluate trends in our business, all consistent with how management evaluates such performance and trends. Adjusted EBITDA does not represent, and should not
be considered, an alternative to net income or operating income as determined by GAAP, and our calculation may not be comparable to similarly titled measures reported by other companies. Leveraged/Unleveraged Free Cash Flow does not represent, and
should not be considered, an alternative to cash flow from operations. Total Debt should not be considered an alternative to Total Debt as determined under GAAP. A reconciliation of: (i) Adjusted EBITDA to GAAP net income (loss) for the three and
six-months ended June 29, 2019 and June 30, 2018 and projected Fiscal 2019 Adjusted EBITDA to projected Fiscal 2019 operating income; (ii) Leveraged/Unleveraged Free Cash Flow to Adjusted EBITDA for the six-months ended June 29, 2019 and June 30,
2018 and projected Fiscal 2019 Leveraged Free Cash Flow to projected Fiscal 2019 Cash Provided by Operations less Cash Used in Investing; and (iii) Total Debt to GAAP Total Debt as of June 29, 2019, June 30, 2018, July 1, 2017 and June 25, 2016 is
included in this Fiscal 2019 Q2 Investor Update dated August 12, 2019.