DALLAS, Nov 05, 2009 /PRNewswire-FirstCall via COMTEX/ ----Voyager Learning Company (OTC: VLCY) ("the Company"), a publisher of education materials and provider of education solutions in the K-12 market, today reported financial results for its third quarter and year-to-date periods ended September 30, 2009. All results should be considered preliminary pending the Company's filing of its quarterly report on Form 10-Q.

Net sales for the three months and nine months ended September 30, 2009 were $32.6 million and $79.6 million, respectively, compared to net sales for the three months and nine months ended September 30, 2008 of $27.3 million and $76.4 million, respectively. Adjusted EBITDA for the three months and nine months ended September 30, 2009 was $8.6 million and $17.4 million, respectively, compared to Adjusted EBITDA for the three months and nine months ended September 30, 2008 of $5.2 million and $10.3 million, respectively.

Non-GAAP Financial Measures

EBITDA and Adjusted EBITDA are measures that are not prepared in accordance with generally accepted accounting principles and may be different from non-GAAP financial measures used by other companies. Non-GAAP financial measures should not be considered a substitute for, or superior to, measures of financial performance prepared in accordance with GAAP. These non-GAAP financial measures have been included in this announcement because the Company believes they provide useful information to investors because they reflect the underlying performance of the ongoing operations of the Company from management's perspective. Investors are encouraged to review the reconciliations attached to this announcement of the non-GAAP financial measures used in this announcement to their most directly comparable GAAP financial measures.

Investor Conference Call

The Company will hold a conference call today at 4:00 p.m. Eastern Time. The call will address the Company's unaudited financial results through September 30, 2009, as well as Amendment No. 2 to the Registration Statement on Form S-4 (the "Amended Form S-4") filed by Cambium Learning Group, Inc. (formerly known as Cambium-Voyager Holdings, Inc.), in connection with the Company's proposed business combination with Cambium Learning, Inc. Cambium Learning Group, Inc. filed the Amended Form S-4 with the Securities and Exchange Commission on October 30, 2009.

To listen to the Company's upcoming conference call, please dial (888) 688-0384 and enter ID # 36039794 at 4:00 p.m. Eastern Time on Thursday, November 5, 2009. The call will be recorded and archived until November 19, 2009, and can be replayed by calling (800) 642-1687 and entering ID # 36039794. The conference call will also be webcast and archived on the Company's website at www.voyagercompany.com under the heading "Investor Relations" and then under the tab "Events and Company Presentations."

About Voyager Learning Company

Voyager Learning Company (OTC: VLCY.PK) is based in Dallas, Texas, and is a publisher of education materials and provider of education solutions serving the K-12 market. Through its product lines, which include Voyager Expanded Learning, ExploreLearning and Learning A-Z, the Company is a leading provider of K-12 curriculum products, in-school core reading programs, reading and math intervention programs, and professional development programs for school districts throughout the United States.

Additional Information

On August 6, 2009, Cambium Learning Group, Inc. filed with the SEC a registration statement on Form S-4 (the "Form S-4") containing a preliminary proxy statement/prospectus regarding the proposed business combination of the Company and Cambium Learning, Inc. On October 9, 2009 and October 30, 2009, Cambium Learning Group, Inc. filed Amendment No. 1 and Amendment No. 2 to the Form S4, respectively. This material is not a substitute for the final proxy statement/prospectus regarding the proposed business combination. Investors and stockholders are urged to read carefully the preliminary proxy statement/prospectus and the final proxy statement/prospectus when available because they contain and will contain important information about Cambium Learning Group, Inc., Cambium Learning, Inc., the Company, the business combination and related matters. The Company will mail the final proxy statement/prospectus to each of its stockholders. You may obtain copies of all documents filed with the SEC regarding this transaction, free of charge, at the SEC's website (www.sec.gov). You may also obtain documents filed by the Company with the SEC regarding this transaction, free of charge, from the Company's website (www.voyagercompany.com) under the heading "Investor Relations" and then under the tab "SEC Filings."

Cambium Learning Group, Inc., the Company, Cambium Learning, Inc. and their respective directors, executive officers and various other members of management and employees may be soliciting proxies from the Company's stockholders in favor of the merger agreement entered into in connection with the proposed business combination. Information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of the Company's stockholders is included in the preliminary proxy statement/prospectus described above and will be included in the final proxy statement/prospectus when available.

   VOYAGER LEARNING COMPANY
   Condensed Consolidated Statements of Operations
   (in thousands, except per share data)
   (Unaudited)
   
   
   Three Months Ended        Nine Months Ended
   Sept. 30,   Sept. 30,    Sept. 30,    Sept. 30,
   2009        2008          2009        2008
   
   Net sales             $32,575     $27,267      $79,584      $76,418
   Cost of sales
   (exclusive
   of depreciation and
   amortization shown
   separately below)    (10,694)     (9,956)     (26,298)     (27,837)
   -------      ------      -------      -------
   Gross profit           21,881      17,311       53,286       48,581
   
   Research and
   development expense   (1,274)     (1,141)      (3,436)      (3,743)
   Sales and
   marketing expense     (8,541)     (8,005)     (22,615)     (25,410)
   General and
   administrative
   expense               (5,939)     (8,077)     (18,379)     (24,286)
   Depreciation and
   amortization
   expense               (4,922)     (5,258)     (14,605)     (16,083)
   Goodwill impairment    (5,191)          -      (27,175)           -
   Lease termination
   costs                      -           -            -      (11,673)
   -------      ------      -------      -------
   
   Loss before interest,
   other income
   (expense)
   and income
   taxes                 (3,986)     (5,170)     (32,924)     (32,614)
   
   Net interest income
   (expense):
   Interest income           9         136           70          712
   Interest expense       (135)        (77)        (611)        (231)
   -------      ------      -------      -------
   
   Net interest
   income (expense)        (126)         59         (541)         481
   
   Other income
   (expense), net          (230)          1          954          790
   -------      ------      -------      -------
   
   Loss before
   income taxes          (4,342)     (5,110)     (32,511)     (31,343)
   Income tax
   benefit (expense)       (366)          -           81            -
   -------      ------      -------      -------
   
   Net loss              $(4,708)    $(5,110)    $(32,430)    $(31,343)
   =======     =======     ========     ========
   
   Net loss per
   common share:
   Basic net loss
   per common share    $(0.16)     $(0.17)      $(1.09)      $(1.05)
   Diluted net loss
   per common share    $(0.16)     $(0.17)      $(1.09)      $(1.05)
   
   Average number of
   common shares and
   equivalents
   outstanding:
   Basic                29,874      29,871       29,874       29,871
   Diluted              29,874      29,871       29,874       29,871
   
   
   
   VOYAGER LEARNING COMPANY
   Condensed Consolidated Balance Sheets
   (in thousands, except per share data)
   
   September 30, December 31,
   2009          2008
   ----          ----
   (Unaudited)
   ASSETS
   Current assets:
   Cash and cash equivalents                          $85,325       $67,302
   Accounts receivable, net                            14,789         7,371
   Income tax receivable                                4,684        19,782
   Inventory                                           12,568        15,196
   Other current assets                                 7,451        33,826
   -----        ------
   Total current assets                               124,817       143,477
   
   Property, equipment and software at cost            19,708        16,543
   Accumulated depreciation and amortization          (12,498)       (9,718)
   -------        ------
   Net property, equipment and software                 7,210         6,825
   
   Goodwill                                            72,542        99,717
   Acquired curriculum intangibles, net                30,437        38,594
   Other intangible assets, net                         4,503         5,218
   Developed curriculum, net                            8,994         8,903
   Other assets                                         1,536         1,363
   -----         -----
   
   Total assets                                      $250,039      $304,097
   ========      ========
   
   LIABILITIES AND SHAREHOLDERS' EQUITY
   Current liabilities:
   Current maturities of
   capital lease obligations                            $152          $149
   Accounts payable                                     1,773         1,962
   Accrued expenses                                    14,699        40,866
   Deferred revenue, less long-term portion            32,216        27,917
   ------        ------
   Total current liabilities                           48,840        70,894
   
   Long-term liabilities:
   Capital lease obligations,
   less current maturities                                63            96
   Other liabilities                                   21,029        20,348
   ------        ------
   Total long-term liabilities                         21,092        20,444
   ------        ------
   
   Commitments and contingencies
   
   Shareholders' equity:
   Common stock ($.001 par
   value, 50,000 shares
   authorized, 30,550 shares
   issued and 29,874 shares
   outstanding at September 30, 2009,
   and December 31, 2008)                                 30            30
   Capital surplus                                    357,823       357,741
   Accumulated earnings (deficit)                    (161,657)     (129,227)
   Treasury stock, at cost
   (676 shares at September 30, 2009
   and at December 31, 2008)                        (16,836)      (16,836)
   Other comprehensive income (loss):
   Pension and postretirement plans,
   net of tax benefit of
   $392 and $713 at September 30, 2009 and
   December 31, 2008, respectively                     788         1,093
   Net unrealized gain (loss) on
   securities, net of tax
   expense of $39 at September 30, 2009
   and December 31, 2008                               (41)          (42)
   ---           ---
   
   Accumulated other comprehensive income               747         1,051
   ---         -----
   
   Total shareholders' equity                         180,107       212,759
   -------       -------
   
   Total liabilities and shareholders' equity        $250,039      $304,097
   ========      ========
   
   
   
   VOYAGER LEARNING COMPANY
   Condensed Consolidated Statements of Cash Flows
   (in thousands)
   (Unaudited)
   Nine Months Ended
   -----------------
   Sept. 30,     Sept. 30,
   2009         2008
   ----         ----
   Operating activities:
   
   Net loss                                          $(32,430)      $(31,343)
   Adjustments to reconcile net loss
   to net cash provided by
   (used in) operating activities:
   Goodwill impairment                             27,175              -
   Depreciation and amortization                   14,605         16,083
   Non-cash lease termination costs                     -            673
   Stock-based compensation                           220            688
   Loss (gain) on sale of
   available for sale securities                        1           (136)
   Deferred income taxes                               60              -
   Non-cash tax benefit                              (321)             -
   
   Changes in operating assets and liabilities:
   Accounts receivable, net                        (7,418)       (11,329)
   Income tax receivable                           15,098          1,445
   Inventory                                        2,628         (1,668)
   Other current assets                            14,707          4,430
   Other assets                                      (173)           (11)
   Accounts payable                                  (189)          (360)
   Accrued expenses                               (26,167)       (10,004)
   Deferred revenue                                 6,010          7,593
   Other long-term liabilities                       (657)        (1,838)
   Other, net                                         (16)            53
   ---             --
   
   Net cash provided by (used in) operating
   activities                                         13,133        (25,724)
   
   Investing activities:
   Expenditures for property, equipment,
   developed curriculum, and software            (6,112)        (5,904)
   Purchases of equity investments
   available for sale                                (10)          (675)
   Proceeds from sales of equity
   investments available for sale                 11,139          1,756
   ------          -----
   
   Net cash provided by (used in)
   investing activities                                5,017         (4,823)
   
   Financing activities:
   Principal payments under
   capital lease obligations                        (127)          (208)
   ----           ----
   
   Net cash used in financing activities                 (127)          (208)
   
   Increase (decrease) in cash
   and cash equivalents                               18,023        (30,755)
   
   Cash and cash equivalents,
   beginning of period                                67,302         53,868
   ------         ------
   
   Cash and cash equivalents,
   end of period                                     $85,325        $23,113
   =======        =======
   
   
   
   VOYAGER LEARNING COMPANY
   RECONCILIATION OF NET LOSS TO ADJUSTED LOSS BEFORE INTEREST, OTHER
   INCOME (EXPENSE),
   INCOME TAXES AND DEPRECIATION AND AMORTIZATION (EBITDA)
   (in thousands)
   (Unaudited)
   
   Three Months Ended      Nine Months Ended
   Sept. 30,  Sept. 30,   Sept. 30,  Sept. 30,
   2009       2008        2009       2008
   ----       ----        ----       ----
   Net loss                       $(4,708)   $(5,110)   $(32,430)   $(31,343)
   Interest (income)
   expense, net                    126        (59)        541        (481)
   Other (income)
   expense, net                    230         (1)       (954)       (790)
   Income tax (benefit)
   expense                         366          -         (81)          -
   ----       ----        ----        ----
   
   Loss before interest,
   other income (expense),
   and income taxes               (3,986)    (5,170)    (32,924)    (32,614)
   
   Depreciation and
   amortization                    4,922      5,258      14,605      16,083
   -----      -----      ------      ------
   
   Loss before interest,
   other income (expense),
   income taxes and
   depreciation and
   amortization (EBITDA)             936         88     (18,319)    (16,531)
   ---         --     -------     -------
   
   Non-recurring or non-operating
   costs included in EBITDA
   but excluded from
   Adjusted EBITDA:
   
   Goodwill impairment            5,191          -      27,175           -
   Lease termination costs            -          -           -      11,673
   Merger related costs           1,043          -       6,146           -
   Non-recurring corporate
   overhead costs primarily
   related to delinquent
   SEC filings and transition
   of the corporate office       1,394      5,135       2,433      15,122
   
   ------     ------     -------     -------
   Adjusted EBITDA                 $8,564     $5,223     $17,435     $10,264
   ======     ======     =======     =======
   
   
   

SOURCE Voyager Learning Company

http://www.voyagercompany.com
   

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