UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM10-Q

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~September 30, 2018~~March 31, 2019

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period fromto

Commission file number001-36166

Houghton Mifflin Harcourt Company

(Exact name of registrant as specified in its charter)

Delaware

27-1566372

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

125 High Street

Boston, MA 02110

(617)351-5000

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

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


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value	HMHC	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of RegulationS-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule12b-2 of the Exchange Act.


Large accelerated filer	☒	Accelerated filer	☐

Non-accelerated filer	☐	Smaller reporting company	☐

		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. ☐

Indicate by check mark whether the Registrant is a shell company (as defined inRule 12b-2 of the Exchange Act). Yes ☐ No ☒

The number of shares of common stock, par value $0.01 per share, outstanding as of ~~November 5, 2018~~May 6, 2019 was ~~123,561,262.~~124,110,547.

Table of Contents


		Page (s)

Special Note Regarding Forward-Looking Statements			3

PART I.	FINANCIAL INFORMATION

Item 1.	Consolidated Financial Statements (Unaudited):		4

	Consolidated Balance Sheets		4

	Consolidated Statements of Operations		5

	Consolidated Statements of Comprehensive ~~Income (Loss)~~Loss		6

	Consolidated Statements of Cash Flows		7

	~~Notes to~~ Consolidated ~~Financial~~ Statements of Stockholders’ Equity		8

	Notes to Consolidated Financial Statements		9

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		2724

Item 3.	Quantitative and Qualitative Disclosures about Market Risk		4938

Item 4.	Controls and Procedures		5039

PART II.	OTHER INFORMATION

Item 1.	Legal Proceedings		5039

Item 1A.	Risk Factors		5039

~~Item 2.~~	~~Unregistered Sales of Equity Securities and Use of Proceeds~~		50

Item 6.	Exhibits		5140

SIGNATURES			5241

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

The statements contained herein include forward-looking statements, which involve risks and uncertainties. These forward-looking statements can be identified by the use of forward-looking terminology, including the terms “believes,” “estimates,” “projects,” “anticipates,” “expects,” “could,” “intends,” “may,” “will,” “should,” “forecast,” “intend,” “plan,” “potential,” “project,” “target” or, in each case, their negative, or other variations or comparable terminology. Forward-looking statements include all statements that are not statements of historical facts. They include statements regarding our intentions, beliefs or current expectations concerning, among other things, our results of operations; financial condition; liquidity; prospects, growth and strategies; our competitive strengths; the industry in which we operate; the impact of new accounting guidance and tax laws; expenses; effective tax rates; future liabilities; the outcome and impact of pending or threatened litigation; decisions of our customers; education expenditures; population growth; state curriculum adoptions and purchasing cycles; the impact of dispositions, acquisitions and other investments; our share repurchase program; the timing, structure and expected impact of our operational efficiency and cost-reduction initiatives and the estimated savings and amounts expected to be incurred in connection therewith; and potential business decisions. We derive many of our forward-looking statements from our operating budgets and forecasts, which are based upon many detailed assumptions. We caution that it is very difficult to predict the impact of known factors, and, of course, it is impossible for us to anticipate all factors that could affect our actual results. All forward-looking statements are based upon information available to us on the date of this report.

By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. We caution you that forward-looking statements are not guarantees of future performance and that actual results may differ materially from those made in or suggested by the forward-looking statements contained herein. In addition, even if actual results are consistent with the forward-looking statements contained herein, those results or developments may not be indicative of results or developments in subsequent periods.

Important factors that could cause actual results to vary from expectations include, but are not limited to: changes in state and local education funding and/or related programs, legislation and procurement processes; changes in state academic standards; industry cycles and trends; the rate and state of technological change; state requirements related to digital instructional materials; changes in product distribution channels and concentration of retailer power; changes in our competitive environment, including free andlow-cost open educational resources; periods of operating and net losses; our ability to enforce our intellectual property and proprietary rights; risks based on information technology systems and potential breaches of those systems; dependence on a small number of print and paper vendors; third-party software and technology development; possible defects in digital products; our ability to identify, complete, or achieve the expected benefits of, acquisitions; unanticipated consequences of the recently completed disposition of our Riverside clinical and standardized testing business; our ability to execute on our long-term growth strategy; increases in our operating costs; exposure to litigation; major disasters or other external threats; contingent liabilities; risks related to our indebtedness; future impairment charges; changes in school district payment practices; a potential increase in the portion of our sales coming from digital sales; risks related to doing business abroad; changes in tax law or interpretation; management and personnel changes; timing, higher costs and unintended consequences of our operational efficiency and cost-reduction initiatives; and other factors discussed in the “Risk Factors” section of our Annual Report on Form10-K for the year ended December 31, ~~2017~~2018 (and our subsequent filings pursuant to the Securities Exchange Act of 1934, as amended). In light of these risks, uncertainties and assumptions, the forward-looking events described herein may not occur.

We undertake no obligation, and do not expect, to publicly update or publicly revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law. All subsequent written and oral forward-looking statements attributable to us or to persons acting on our behalf are expressly qualified in their entirety by the cautionary statements contained herein.

PART 1—1 – FINANCIAL INFORMATION

Item 1. Consolidated Financial Statements

Houghton Mifflin Harcourt Company

Consolidated Balance Sheets


(in thousands of dollars, except share information)	September 30, 2018 (Unaudited)			December 31, 2017			March 31, 2019 (Unaudited)			December 31, 2018
Assets
Current assets
Cash and cash equivalents	$	104,304		$	148,979		$	74,185		$	253,365
Short-term investments		29,758			86,449			9,999			49,833
Accounts receivable, net of allowances for bad debts and book returns of $20.0 million and $23.1 million, respectively		353,075			192,569
Accounts receivable, net of allowances for bad debts and book returns of $18.7 million and $20.7 million, respectively								183,125			203,574
Inventories		170,012			150,694			261,924			184,209
Prepaid expenses and other assets		25,260			29,919			20,953			15,297
Assets held for sale		125,583			126,761

Total current assets		807,992			735,371			550,186			706,278
Property, plant, and equipment, net		143,040			148,659			116,095			125,925
Pre-publication costs, net		325,539			313,997			321,837			323,641
Royalty advances to authors, net		50,342			46,469			47,544			47,993
Goodwill		713,073			713,073			716,845			716,073
Other intangible assets, net		535,824			582,538			511,963			520,892
Operating lease assets								144,695			—
Deferred income taxes		3,402			3,593			3,259			3,259
Deferred commissions		23,402			—			21,861			22,635
Other assets		28,938			19,891			27,180			28,428

Total assets	$	2,631,552		$	2,563,591		$	2,461,465		$	2,495,124

Liabilities and Stockholders’ Equity
Current liabilities
Current portion of long-term debt	$	8,000		$	8,000		$	8,000		$	8,000
Accounts payable		87,881			60,810			115,762			76,313
Royalties payable		65,727			66,798			42,085			66,893
Salaries, wages, and commissions payable		50,452			52,837			17,120			50,225
Deferred revenue		276,511			264,946			234,014			251,944
Interest payable		363			322			377			136
Severance and other charges		6,861			6,926			1,717			6,020
Accrued postretirement benefits		1,618			1,618			1,512			1,512
Operating lease liabilities								14,326			—
Other liabilities		28,011			19,657			22,018			26,649
Liabilities held for sale		22,174			24,835

Total current liabilities		547,598			506,749			456,931			487,692
Long-term debt, net of discount and issuance costs		756,785			760,194			754,513			755,649
Operating lease liabilities								142,441			—
Long-term deferred revenue		412,860			418,734			373,749			395,500
Accrued pension benefits		23,140			24,133			29,140			29,320
Accrued postretirement benefits		18,816			20,285			13,268			14,300
Deferred income taxes		24,675			22,269			32,972			27,075
Other liabilities		22,567			16,034			5,780			17,118

Total liabilities		1,806,441			1,768,398			1,808,794			1,726,654

Commitments and contingencies (Note 13)
Commitments and contingencies (Note 15)
Stockholders’ equity
Preferred stock, $0.01 par value: 20,000,000 shares authorized; no shares issued and outstanding at September 30, 2018 and December 31, 2017		—			—
Common stock, $0.01 par value: 380,000,000 shares authorized; 148,138,296 and 147,911,466 shares issued at September 30, 2018 and December 31, 2017, respectively; 123,561,262 and 123,334,432 shares outstanding at September 30, 2018 and December 31, 2017, respectively		1,481			1,479
Treasury stock, 24,577,034 shares as of September 30, 2018 and December 31, 2017, respectively, at cost (related parties of $193,493 at 2018 and 2017)		(518,030	)		(518,030	)
Preferred stock, $0.01 par value: 20,000,000 shares authorized; no shares issued and outstanding at March 31, 2019 and December 31, 2018								—			—
Common stock, $0.01 par value: 380,000,000 shares authorized; 148,687,581 and 148,164,854 shares issued at March 31, 2019 and December 31, 2018, respectively; 124,110,547 and 123,587,820 shares outstanding at March 31, 2019 and December 31, 2018, respectively								1,487			1,481
Treasury stock, 24,577,034 shares as of March 31, 2019 and December 31, 2018, respectively, at cost								(518,030	)		(518,030	)
Capital in excess of par value		4,889,446			4,879,793			4,895,556			4,893,174
Accumulated deficit		(3,507,050	)		(3,521,527	)		(3,679,608	)		(3,562,971	)
Accumulated other comprehensive loss		(40,736	)		(46,522	)		(46,734	)		(45,184	)

Total stockholders’ equity		825,111			795,193			652,671			768,470

Total liabilities and stockholders’ equity	$	2,631,552		$	2,563,591		$	2,461,465		$	2,495,124

The accompanying notes are an integral part of these consolidated financial statements.

Houghton Mifflin Harcourt Company

Consolidated Statements of Operations (Unaudited)


	Three Months Ended September 30,						Nine Months Ended September 30,						Three Months Ended March 31,
(in thousands of dollars, except share and per share information)	2018			2017			2018			2017			2019			2018
Net sales	$	516,255		$	516,206		$	1,073,379		$	1,093,284		$	194,635		$	199,759
Costs and expenses
Cost of sales, excluding publishing rights andpre-publication amortization		201,748			202,053			461,539			470,721			96,055			99,733
Publishing rights amortization		8,238			10,987			26,476			35,252			7,605			10,090
Pre-publication amortization		28,094			32,113			80,047			86,753			33,082			25,621

Cost of sales		238,080			245,153			568,062			592,726			136,742			135,444
Selling and administrative		176,202			173,690			491,052			486,876			151,983			145,527
Other intangible asset amortization		6,696			6,873			20,238			22,327			6,524			6,866
Restructuring		3,077			1,845			3,077			36,158
Severance and other charges		362			272			6,380			1,155			1,221			3,943
Loss on sale of assets		—			—			384			—			—			884

Operating income (loss)		91,838			88,373			(15,814	)		(45,958	)
Operating loss														(101,835	)		(92,905	)

Other income (expense)
Retirement benefitsnon-service income		320			871			960			2,615			42			320
Interest expense		(11,627	)		(10,980	)		(34,035	)		(31,980	)		(11,582	)		(10,936	)
Interest income		277			281			900			641			1,092			506
Change in fair value of derivative instruments		(249	)		377			(974	)		1,273			(450	)		372
Income from transition services agreement														1,826			—

Income (loss) from continuing operations before taxes		80,559			78,922			(48,963	)		(73,409	)
Income tax (benefit) expense for continuing operations		(3,349	)		(9,714	)		2,104			10,482
Loss from continuing operations before taxes														(110,907	)		(102,643	)
Income tax expense for continuing operations														6,455			3,243

Income (loss) from continuing operations		83,908			88,636			(51,067	)		(83,891	)
Loss from continuing operations														(117,362	)		(105,886	)

Income from discontinued operations, net of tax		2,441			1,870			12,833			6,872			—			4,575

Net income (loss)	$	86,349		$	90,506		$	(38,234	)	$	(77,019	)
Net loss													$	(117,362	)	$	(101,311	)

Net income (loss) per share attributable to common stockholders
Basic:
Net loss per share attributable to common stockholders
Basic and diluted:
Continuing operations	$	0.68		$	0.72		$	(0.41	)	$	(0.68	)	$	(0.95	)	$	(0.86	)
Discontinued operations		0.02			0.02			0.10			0.05			—			0.04

Net income (loss)	$	0.70		$	0.74		$	(0.31	)	$	(0.63	)

Diluted:
Continuing operations	$	0.68		$	0.72		$	(0.41	)	$	(0.68	)
Discontinued operations		0.02			0.01			0.10			0.05

Net income (loss)	$	0.70		$	0.73		$	(0.31	)	$	(0.63	)
Net loss													$	(0.95	)	$	(0.82	)

Weighted average shares outstanding
Basic		123,553,116			123,038,780			123,401,005			122,913,039			123,798,641			123,222,353

Diluted		123,870,380			123,243,351			123,401,005			122,913,039			123,798,641			123,222,353

The accompanying notes are an integral part of these consolidated financial statements.

Houghton Mifflin Harcourt Company

Consolidated Statements of Comprehensive ~~Income (Loss)~~Loss (Unaudited)

   Three Months Ended
September 30, Nine Months Ended
September 30,
(in thousands of dollars, except share and per share information)    2018 2017 2018 2017
Net income (loss)
   $ 86,349 $ 90,506 $ (38,234 ) $ (77,019 )
Other comprehensive income (loss), net of taxes:

Foreign currency translation adjustments, net of tax
   (97 ) 69 (13 ) 71
Unrealized gain on short-term investments, net of tax
   (13 ) (1 ) 5 (1 )
Net change in unrealized gain (loss) on derivative financial instruments,
net of tax
   686 802 5,794 1,719


Other comprehensive income, net of taxes
   576 870 5,786 1,789


Comprehensive income (loss)
   $ 86,925 $ 91,376 $ (32,448 ) $ (75,230 )


	Three Months Ended March 31,
(in thousands of dollars, except share and per share information)	2019			2018
Net loss	$	(117,362	)	$	(101,311	)
Other comprehensive (loss) income, net of taxes:
Foreign currency translation adjustments, net of tax		(232	)		227
Unrealized gain on short-term investments, net of tax		9			18
Net change in unrealized (loss) gain on derivative financial instruments, net of tax		(1,327	)		3,476

Other comprehensive (loss) income, net of taxes		(1,550	)		3,721

Comprehensive loss	$	(118,912	)	$	(97,590	)

The accompanying notes are an integral part of these consolidated financial statements.

Houghton Mifflin Harcourt Company

Consolidated Statements of Cash Flows (Unaudited)


	Nine Months Ended September 30,						Three Months Ended March 31,
(in thousands of dollars)	2018			2017			2019			2018
Cash flows from operating activities
Net loss	$	(38,234	)	$	(77,019	)	$	(117,362	)	$	(101,311	)
Adjustments to reconcile net loss to net cash provided by operating activities
Adjustments to reconcile net loss to net cash used in operating activities
Income from discontinued operations, net of tax		(12,833	)		(6,872	)		—			(4,575	)
Loss on sale of assets		384			—			—			884
Depreciation and amortization expense		183,218			197,856			68,402			61,022
Amortization of debt discount and deferred financing costs		3,136			3,136			1,046			1,046
Deferred income taxes		2,597			8,863			5,897			4,230
Stock-based compensation expense		9,363			7,946			3,551			2,893
Restructuring charges related to property, plant, and equipment		—			9,841
Change in fair value of derivative instruments		974			(1,273	)		450			(372	)
Changes in operating assets and liabilities
Changes in operating assets and liabilities, net of acquisitions
Accounts receivable		(160,506	)		(169,427	)		20,482			34,679
Inventories		(19,317	)		6,788			(77,715	)		(51,978	)
Other assets		(716	)		397			(2,771	)		1,991
Accounts payable and accrued expenses		15,471			29,799			787			3,433
Royalties payable and author advances, net		(5,165	)		(8,924	)		(24,359	)		(18,218	)
Deferred revenue		34,362			15,359			(39,870	)		(34,715	)
Interest payable		41			12			241			19
Severance and other charges		(481	)		3,480			(59	)		3
Accrued pension and postretirement benefits		(2,462	)		(4,091	)		(1,212	)		(1,311	)
Other liabilities		16,274			4,579			(13,571	)		2,791

Net cash provided by operating activities – continuing operations		26,106			20,450
Net cash used in operating activities – continuing operations								(176,063	)		(99,489	)
Net cash provided by operating activities – discontinued operations		17,361			17,801			—			2,803

Net cash provided by operating activities		43,467			38,251
Net cash used in operating activities								(176,063	)		(96,686	)

Cash flows from investing activities
Proceeds from sales and maturities of short-term investments		86,539			80,690			40,000			86,539
Purchases of short-term investments		(29,708	)		(75,932	)
Additions topre-publication costs		(92,202	)		(82,465	)		(25,898	)		(24,317	)
Additions to property, plant, and equipment		(41,488	)		(38,769	)		(10,375	)		(11,483	)
Proceeds from sale of assets		500			—
Acquisition of business, net of cash acquired								(5,447	)		—

Net cash used in investing activities – continuing operations		(76,359	)		(116,476	)
Net cash (used in) provided by investing activities – continuing operations								(1,720	)		50,739
Net cash used in investing activities – discontinued operations		(5,933	)		(8,567	)		—			(1,976	)

Net cash used in investing activities		(82,292	)		(125,043	)
Net cash (used in) provided by investing activities								(1,720	)		48,763

Cash flows from financing activities
Proceeds from revolving credit facility		50,000			—
Payments of revolving credit facility		(50,000	)		—
Payments of long-term debt		(6,000	)		(6,000	)		(2,000	)		(2,000	)
Tax withholding payments related to net share settlements of restricted stock units and awards		(1,113	)		(1,450	)		(1,756	)		(1,073	)
Proceeds from stock option exercises		—			512
Issuance of common stock under employee stock purchase plan		1,263			1,608			505			681
Net collections (remittances) under transition services agreement								1,854			—

Net cash used in financing activities – continuing operations		(5,850	)		(5,330	)		(1,397	)		(2,392	)

Net decrease in cash and cash equivalents		(44,675	)		(92,122	)		(179,180	)		(50,315	)
Cash and cash equivalents at the beginning of the period		148,979			226,102			253,365			148,979

Cash and cash equivalents at the end of the period	$	104,304		$	133,980		$	74,185		$	98,664

Supplemental disclosure of cash flow information
Interest paid	$	30,865		$	28,626		$	10,715		$	9,842
Income taxes paid		545			620
Income taxes paid (refunded)								13			(228	)
Non-cash investing activities
Pre-publication costs included in accounts payable and accruals	$	16,733		$	17,703		$	18,988		$	29,420
Property, plant, and equipment included in accounts payable and accruals		13,943			9,913			2,448			15,122
Property, plant, and equipment acquired under capital leases		515			—			442			—

The accompanying notes are an integral part of these consolidated financial statements.

Houghton Mifflin Harcourt Company

Consolidated Statements of Stockholders’ Equity (Unaudited)


(in thousands of dollars, except share information)	Common Stock						Treasury Stock			Capital in excess of Par Value			Accumulated Deficit			Accumulated Other Comprehensive Loss			Total
(in thousands of dollars, except share information)	Shares Issued			Par Value			Treasury Stock			Capital in excess of Par Value			Accumulated Deficit			Accumulated Other Comprehensive Loss			Total
Balance at December 31, 2017		147,911,466		$	1,479		$	(518,030	)	$	4,879,793		$	(3,521,527	)	$	(46,522	)	$	795,193
Net loss		—			—			—			—			(101,311	)		—			(101,311	)
Other comprehensive income, net of tax		—			—			—			—			—			3,721			3,721
Effects of adoption of new revenue accounting standard		—			—			—			—			52,711			—			52,711
Issuance of common stock for employee purchase plan		85,542			1			—			864			—			—			865
Issuance of common stock for vesting of restricted stock units		245,572			2			—			(2	)		—			—			—
Stock withheld to cover tax withholdings requirements upon vesting of restricted stock units		—			—			—			(1,073	)		—			—			(1,073	)
Restricted stock forfeitures and cancellations		(268,295	)		(3	)		—			3			—			—			—
Stock-based compensation expense		—			—			—			2,873			—			—			2,873

Balance at March 31, 2018		147,974,285		$	1,479		$	(518,030	)	$	4,882,458		$	(3,570,127	)	$	(42,801	)	$	752,979

Balance at December 31, 2018		148,164,854		$	1,481		$	(518,030	)	$	4,893,174		$	(3,562,971	)	$	(45,184	)	$	768,470
Net loss		—			—			—			—			(117,362	)		—			(117,362	)
Other comprehensive loss, net of tax		—			—			—			—			—			(1,550	)		(1,550	)
Effects of adoption of new lease accounting standard		—			—			—			—			725			—			725
Issuance of common stock for employee purchase plan		78,105			1			—			701			—			—			702
Issuance of common stock for vesting of restricted stock units		444,622			5			—			(5	)		—			—			—
Stock withheld to cover tax withholdings requirements upon vesting of restricted stock units		—			—			—			(1,756	)		—			—			(1,756	)
Stock-based compensation expense		—			—			—			3,442			—			—			3,442

Balance at March 31, 2019		148,687,581		$	1,487		$	(518,030	)	$	4,895,556		$	(3,679,608	)	$	(46,734	)	$	652,671

The accompanying notes are an integral part of these consolidated financial statements.

Houghton Mifflin Harcourt Company

Notes to Consolidated Financial Statements (Unaudited)

(amounts in tables are in thousands of dollars, except share and per share information)

1.	Basis of Presentation

Houghton Mifflin Harcourt Company (“~~HMH”,~~HMH,” “Houghton Mifflin ~~Harcourt”, “we”, “us”, “our”,~~Harcourt,” “we,” “us,” “our,” or the “Company”) is a global learning company, committed to delivering integrated solutions that engage learners, empower educators and improve student outcomes. As a leading provider of Kindergarten through 12^th grade(“K-12”) core curriculum, supplemental and intervention solutions and professional learning services, HMH partners with educators and school districts to uncover solutions that unlock students’ potential and extend teachers’ capabilities. HMH serves more than 50 million students and 3 million educators in 150 countries, while its award-winning children’s books, novels,non-fiction, and reference titles are enjoyed by readers throughout the world.

TheK-12 market is our primary market, and in the United States, we are a leading provider of educational content by market share. Some of our core educational offerings includeHMH Science Dimensions,Collections,GO Math!,Read 180 Universal, andJourneys. We believe our long-standing reputation and trusted brand enable us to capitalize on trends in the education market through our existing and developing channels.

Furthermore, for nearly two centuries, we have published renowned and awarded adult and children’s, fiction, nonfiction, culinary and reference titles enjoyed by readers throughout the world. Our distinguished author list includes ten Nobel Prize winners, forty-eight Pulitzer Prize winners, and fifteen National Book Award winners. We are home to popular characters and titles such as Curious George, Carmen Sandiego,The Lord of the Rings, The Whole30,The Best American Series, the Peterson Field Guides, CliffsNotes, andThe Polar Express, and published distinguished authors such as Philip Roth, Temple Grandin, Tim O’Brien, Amos Oz, Kwame Alexander, Lois Lowry, and Chris Van Allsburg.

We sell our products and services across multiple media and distribution channels. Leveraging our portfolio of content, including some of our best-known children’s brands and titles, such as Carmen Sandiego and Curious George, we have created interactive digital content, mobile applications and educational games that can be used by families at home or on the go.

Our digital products portfolio, combined with our content development or distribution agreements with recognized technology leaders such as Apple, Google, Intel and Microsoft, enable us to bring our next-generation educational solutions and content to learners across virtually all platforms and devices. Additionally, we believe our technology and development capabilities allow us to enhance content engagement and effectiveness with embedded assessment, interactivity and personalized adaptable content as well as increased accessibility.

The ~~September 30, 2018 and December 31, 2017~~ consolidated financial statements of HMH include the accounts of all of our wholly-owned subsidiaries ~~as of, and~~ for ~~the three and nine month~~all periods ~~ended September 30, 2018 and 2017.~~presented.

The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. Certain information and footnote disclosures normally included in our annual financial statements prepared in accordance with GAAP have been condensed or omitted consistent with Article 10 of RegulationS-X. In the opinion of management, our unaudited consolidated financial statements and accompanying notes include all adjustments (consisting of normal recurring adjustments) considered necessary by management to fairly state the results of operations, financial position and cash flows for the interim periods presented. Interim results of operations are not necessarily indicative of the results for the full year or for any future period. These financial statements should be read in conjunction with the annual financial statements and the notes thereto also included ~~therein.~~in our annual report on Form10-K for the fiscal year ended December 31, 2018.

~~During the nine months ended September 30, 2017, we recordedout-of-period~~ ~~corrections of approximately $4.0 million increasing net sales and reducing deferred revenue that should have been recognized previously. Management believes theseout-of-period~~ ~~corrections are not material to the current period financial statements or any previously issued financial statements.~~

Our business is impacted by the inherent seasonality of the academic calendar, which results in a cash flow usage in the first half of the year and a cash flow generation in the second half of the year. We expect our net cash provided by operations combined with our cash and cash equivalents and borrowing availability under our revolving credit facility to provide sufficient liquidity to fund our current obligations, capital spending, debt service requirements and working capital requirements over at least the next twelve months.

The ability of the Company to fund planned operations is based on assumptions which involve significant judgment and estimates of future revenues, capital spend and other operating costs. If necessary, management will take steps intended to improve the Company’s financial position and liquidity.

Seasonality and Comparability

Our net sales, operating profit or loss and net cash provided by or used in operations are impacted by the inherent seasonality of the academic ~~calendar.~~calendar, which results in a cash flow usage in the first half of the year and a cash flow generation in the second half of the year. Consequently, the performance of our businesses may not be comparable quarter to consecutive quarter and should be considered on the basis of results for the whole year or by comparing results in a quarter with results in the same quarter for the previous year.

Approximately ~~86%~~85% of our net sales for the year ended December 31, ~~2017~~2018 were derived from our Education segment, which is a markedly seasonal business. Schools conduct the majority of their purchases in the second and third quarters of the calendar year in preparation for the beginning of the school year. Thus, for the years ended December 31, 2018, 2017 and 2016, ~~and 2015,~~ approximately ~~66%~~67% of our consolidated net sales were realized in the second and third quarters. Sales ofK-12 instructional materials and customized testing products are also cyclical, with some years offering more sales opportunities than others in light of the state adoption calendar. The amount of funding available at the state level for educational materials also has a significant effect onyear-to-year net sales. Although the loss of a single customer would not have a material adverse effect on our business, schedules of school adoptions and market acceptance of our products can materially affectyear-to-year net sales performance.

2.	Significant Accounting Policies and Estimates

Our financial results are affected by the selection and application of accounting policies and methods. Except for the adoption of the new ~~revenue recognition~~lease accounting standard discussed below, there were no material changes ~~including the adoption of the new presentation of net periodic pension cost and net periodic post-retirement benefit cost, in~~during the three ~~and nine~~ months ended ~~September 30, 2018~~March 31, 2019 to the application of significant accounting policies and estimates as described in our audited consolidated financial statements, which were included in our Annual Report onForm 10-Kfor the fiscal year ended December 31, ~~2017.~~2018.

Adoption of New ~~Revenue Recognition~~Lease Accounting Standard

On January 1, ~~2018,~~2019, we adopted the new ~~revenue~~lease accounting standard ~~utilizing~~using the modified retrospective method. AsWe applied the guidance to each lease as of January 1, 2019 with a ~~result, we changed our accounting policy for revenue recognition as detailed below. We recognized the~~ cumulative effect ~~of initially applying the new revenue standard as an~~ adjustment to the opening balance of accumulated ~~deficit. Using~~deficit as of that date. The standard requires lessees to recognize a lease liability and a right of use asset on the ~~modified retrospective approach, we applied~~balance sheet for operating leases. Right of use assets represent our right to use an underlying asset for the ~~standard only~~lease term, and lease liabilities represent our obligation to ~~contracts that were not completed~~make lease payments arising from the lease. Right of use assets and lease liabilities are recognized at the lease commencement date ~~of initial application. The comparative information has not been restated and continues to be reported under the accounting standards in effect for those periods as we believe it is still comparable.~~

There was a significant impact relating to the requirement to capitalize incremental costs to acquire new contracts, which consist of sales commissions. During previous periods, these costs were expensed as incurred. Further, there is an impact to our accounting for software license revenue. Under the previous guidance, when vendor specific objective evidence (“VSOE”) was not established for undelivered maintenance services, software licenses were recognized ratably over the life of the service period due to the separation criteria of the software license and related maintenance services not being met. The requirement for establishing VSOE does not exist under the new standard, thus software licenses are no longer recognized over the maintenance term, but rather as the software licenses are delivered as fair value can be established to allow for separate recognition.

~~The cumulative effect of the changes made to our consolidated balance sheets at January 1, 2018 were as follows:~~

   December 31, 2017    Adjustments due to
Adoption    January 1, 2018
Assets

Accounts receivable, net
   $ 201,080    $ (1,092 )    $ 199,988
Contract assets (1)
   —      1,092    1,092
Deferred commissions
   —      24,040    24,040
Liabilities

Deferred revenue (current and long-term)
   $ 694,207    $ (28,671 )    $ 665,536
Stockholders’ equity

Accumulated deficit (2)
   $ (3,521,527 )    $ 52,711    $ (3,468,816 )

~~(1)~~

~~Contract assets are included in prepaid expenses and other assets on our consolidated balance sheets.~~

~~(2)~~

The adoption resulted in the write off of a portion of a deferred tax asset for deferred revenue. However, due to our valuation allowance position, there is no net tax effect on accumulated deficit as the valuation allowance will also be reversed commensurate to the reduction in the deferred tax asset.

~~Impact of New Revenue Recognition Accounting Standard on Financial Statement Line Items~~

~~In accordance with the new revenue standard requirements, the disclosure of the impact of adoption on our consolidated balance sheets, statements of operations and cash flows were as follows:~~

   September 30, 2018
   As Reported    Balances Without
Adoption    Effect of Change
Higher / (Lower)
Assets

Accounts receivable, net
   $ 353,075    $ 357,252    $ (4,177 )
Contract assets
   4,177    —      4,177
Deferred commissions
   23,402    —      23,402
Liabilities

Deferred revenue (current and long-term)
   $ 689,371    $ 734,232    $ (44,861 )
Stockholders’ equity

Accumulated deficit
   $ (3,507,050 )    $ (3,575,313 )    $ (68,263 )

   Three Months Ended September 30, 2018
   As Reported    Balances Without
Adoption    Effect of Change
Higher / (Lower)
Net sales
   $ 516,255    $ 510,296    $ 5,959
Selling and administrative
   176,202    177,007    (805 )
Operating income
   91,838    85,074    6,764
Income from continuing operations
   83,908    77,144    6,764
Income from discontinued operations, net of tax
   2,441    2,441    —
Net income
   86,349    79,585    6,764

   Nine Months Ended September 30, 2018
   As Reported    Balances Without
Adoption    Effect of Change
Higher / (Lower)
Net sales
   $ 1,073,379    $ 1,057,189    $ 16,190
Selling and administrative
   491,052    490,414    638
Operating loss
   (15,814 )    (31,366 )    15,552
Loss from continuing operations
   (51,067 )    (66,619 )    15,552
Income from discontinued operations, net of tax
   12,833    12,833    —
Net loss
   (38,234 )    (53,786 )    15,552

The adoption resulted in offsetting shifts in cash flows through net loss within cash flows from operating activities for deferred commissions, which are included within other assets, and deferred revenue consistent with the effects on our consolidated statements of operations as noted in the table above. The adoption had no impact on our overall cash flows from operating, investing or financing activities.

   Nine Months Ended September 30, 2018
   As Reported    Balances Without
Adoption    Effect of Change
Higher / (Lower)
Cash flows from operating activities

Net loss
   $ (38,234 )    $ (53,786 )    $ (15,552 )
Adjustments to reconcile net loss to net cash used in operating activities

Other assets
   (716 )    (1,354 )    (638 )
Deferred revenue
   34,362    50,552    (16,190 )
Net cash provided by operating activities – continuing operations
   26,106    26,106    —
Net cash provided by operating activities – discontinued operations
   17,361    17,361    —
Net cash provided by operating activities
   43,467    43,467    —

~~Revenue Recognition~~

We derive revenue primarily from the sale of print and digital content and instructional materials, trade books, reference materials, formative assessment materials and multimedia instructional programs; license fees for book rights, content and software; and services that include professional development, consulting and training as well as access to hosted interactive content. Revenue is recognized when a customer obtains control of promised goods or services, in an amount that reflects the consideration which we expect to receive in exchange for those goods or services. To determine revenue recognition for arrangements that we determine are within the scope of the new revenue recognition accounting standard, we perform the following five steps: (i) identify the contract with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) we satisfy a performance obligation. We only apply the five-step model to contracts when it is probable that we will collect the consideration we are entitled to in exchange for the goods or services transferred to the customer. At contract inception, we assess the goods or services promised within each contract to determine those that represent performance obligations and assess whether each promised good or service is distinct. We then recognize as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied.

Revenue is measured as the amount of consideration we expect to receive in exchange for transferring products or services to a customer. To the extent the transaction price includes variable consideration, which generally reflects estimated future product returns, we estimate the amount of variable consideration that should be included in the transaction price utilizing the expected value method to which we expect to be entitled. Variable consideration is included in the transaction price if, in our judgment, it is probable that a significant future reversal of cumulative revenue under the contract will not occur. Estimates of variable consideration and the determination of whether to include estimated amounts in the transaction price are based largely on all information (historical, current and forecasted) that is reasonably available. Sales, value add, and other taxes collected on behalf of third parties are excluded from revenue.

We estimate the collectability of contracts upon execution. As products are shipped with right of return, the transaction price allocated is adjusted to reflect the estimated returns for the arrangement on these sales and is made at the time of sale based on historical experience by product line or customer.

~~Shipping and handling fees charged to customers are included in net sales.~~

When determining the transaction price of a contract, an adjustment is made if payment from a customer occurs either significantly before or significantly after performance, resulting in a significant financing component. We do not assess whether a significant financing component exists if the period between when we perform our obligations under the contract and when the customer pays is one year or less. Significant financing components included within our contracts were appropriately included in interest income.

Contracts are periodically modified to account for changes in contract specifications and requirements. Contract modifications exist when the modification either creates new, or changes the existing, enforceable rights and obligations. Generally, contract modifications are for products or services that are not distinct from the existing contract due to the inability to use, consume or sell the products or services on their own to generate economic benefits and are accounted for as if they were part of that existing contract. The effect of such a contract modification on the transaction price and measure of progress for the performance obligation to which it relates is recognized as an adjustment to revenue (either as an increase in or a reduction of revenue) on a cumulative~~catch-up~~ ~~basis.~~

Physical product revenue is generally recognized when the customer obtains control of our product, which occurs at a point in time, and may be upon shipment or upon delivery based on the contractual shipping terms of a contract. Revenues from static digital content commence upon delivery to the customer of the digital entitlement that is required to access and download the content and is typically recognized at a point in time. Revenues from subscription software licenses, related hosting services and product support are recognized evenly over the license term as we believe this best represents the pattern of transfer to the customer. The perpetual software licenses provide the customer with a functional license to our products and their related revenues are recognized when the customer receives entitlement to the software. For the technical services provided to customers in connection with the software license, including hosting services related to perpetual licenses, we recognize revenue upon delivery of the services. As the invoices are based on each day of service, this is directly linked to the transfer of benefit to the customer.

Prior comparative periods were not adjusted under this method. In addition, we elected the package of practical expedients permitted under the transition guidance within the new standard, which allowed us to not reassess whether any expired or existing contracts are or contain leases, carry forward the historical lease classification and to not reassess initial direct costs for any existing leases. We did not elect the hindsight practical expedient to determine the lease term for existing leases. Upon implementation of the ~~promised products or services underlying each performance obligation. We determine standalone selling prices based on~~new guidance, we have elected the ~~price at which the performance obligation is sold separately. If the standalone selling price is~~practical expedients to combine lease andnon-lease components, and to not observable through past transactions, we estimate the standalone selling price taking into account available information such as market conditions and internally approved standard pricing discounts related to the performance obligations. Generally, our performance obligations include print and digital textbooks and instructional materials, trade books, reference materials, formative assessment materials and multimedia instructional programs; licenses to book rights

and content; access to hosted content; and services including professional development, consulting and training. Software performance obligations include perpetual and subscription based or SaaS software licenses, software maintenance and support services, professional services and training when those services relate to software performance obligations.

~~Refer to Note 16 for disaggregated revenue disclosure.~~

~~Accounts Receivable~~

Accounts receivable include amounts billed and currently due from customers and are recorded net of allowances for doubtful accounts and reserves for returns. In the normal course of business, we extend credit to customers that satisfy predefined criteria. Allowances for doubtful accounts are established through the evaluation of accounts receivable aging and prior collection experience to estimate the ultimate collectability of these receivables. The transaction prices allocated are adjusted to reflect expected returns and are based on historical return rates and sales patterns.

~~Contract Assets~~

~~Contract assets include unbilled amounts where revenue is recognized over time as the services are delivered to the customer and revenue recognized exceeds the amount billed to the customer, and~~recognize right of payment is not subject solely to the passage of time. Amounts may not exceed their net realizable value. Contract assets are included in prepaid expenses and other assets on our consolidated balance sheets.

~~Deferred Commissions~~

Our incremental direct costs of obtaining a contract, which consist of sales commissions, are deferred and amortized over the period of contract performance. Applying the practical expedient, we recognize sales commission expense when incurred if the amortization period of the assets that we otherwise would have recognized is one year or less. At September 30, 2018 and January 1, 2018, we had $23.4 million and $24.0 million of deferred commissions, respectively. We had $3.5 million and $7.8 million of amortization expense related to deferred commissions during the three and nine months ended September 30, 2018, respectively. These costs are included in selling and administrative expenses.

~~Deferred Revenue~~

~~Our contract liabilities consist of advance payments and billings in excess of revenue recognized and are classified as deferred revenue on our consolidated balance sheets. Our contract~~use assets and lease liabilities ~~are accounted~~ for and presented on a net basis as either a contract asset or contract liability at the end of each reporting period. We classify deferred revenue as current or noncurrent based on the timing of when we expect to recognize revenue. In order to determine revenue recognized in the period from contract liabilities, we first allocate revenue to the individual contract liability balance outstanding at the beginning of the period until the revenue exceeds that balance.short-term leases.

3.	Recent Accounting Standards

Recent accounting pronouncements not included below, are not expected to have a material impact on our consolidated financial position or results of operations.

Recently Issued Accounting Standards

In ~~March 2018,~~January 2017, the Financial Accounting Standards Board (“FASB”) issued a new accounting standard to incorporate Securities and Exchange Commission (SEC) Staff Accounting Bulletin No. 118 (“SAB 118”), which addresses the accounting implications of the major tax reform legislation commonly referred to as the Tax Cuts and Jobs Act (“2017 Tax Act”), as enacted on December 22, 2017. SAB 118 allows a company to record provisional amounts during a measurement period not to extend beyond one year of the enactment date and was effective upon issuance. We continue to analyze the 2017 Tax Act, and in certain areas, have made preliminary reasonable estimates of the effects on our consolidated financial statements and tax disclosures.

~~In January 2017, the FASB~~ issued updated guidance to simplify the test for goodwill impairment by the elimination of Step 2 in the determination on whether goodwill should be considered impaired. The annual assessments are still required to be completed. The guidance will be effective in 2020, with early adoption permitted. We do not expect that the adoption of this guidance will have a material impact on our consolidated financial statements.

Recently Adopted Accounting Standards

In February 2016, the FASB issued guidance that primarily requires lessees to recognize most leases on their balance sheets but record expenses on their income statements in a manner similar to current accounting. ~~For lessors,~~We adopted the guidance ~~modifies~~on January 1, 2019 using the ~~classification criteria~~modified retrospective method, and did not adjust comparative periods or modify disclosures in those comparative periods. We recognized right of use assets and lease liabilities on January 1, 2019. The new guidance provides a number of optional practical expedients in transition. We elected the package of practical expedients, which among other things, allowed the carryforward of the historical lease classification. Further, we elected the practical expedients to combine lease andnon-lease components, and to not recognize right of use assets and lease liabilities for short-term leases. We have identified appropriate changes to our accounting ~~for sales-type~~policies, information technology systems, business processes, and ~~direct financing leases.~~related internal controls to support recognition and disclosure requirements under the new guidance. The guidance is effective in 2019 with early adoption permitted. We are currently in the process of evaluating the impact of this guidance on our consolidated financial statements and footnote disclosures, but we believe the adoption of this guidance ~~will have a material impact on~~impacted our consolidated balance sheets due to the recognition of the lease rights and obligations related to our office space, automobile fleet and office equipment leases as assets and ~~liabilities.~~

~~Recently Adopted Accounting Standards~~liabilities of approximately $148.0 million and $161.0 million, respectively. The adjustment to accumulated deficit of approximately $0.7 million related to a previously recorded deferred gain on the sale leaseback of a warehouse. The impact on our results of operations and cash flows was not material.

In May 2014, the FASB issued new guidance related to revenue recognition. This new accounting standard replaced most current U.S. GAAP guidance on this topic and eliminated most industry-specific guidance. The new revenue recognition standard provides a unified model to determine when and how revenue is recognized. The core principle is that an entity should

recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration ~~for~~to which the entity expects to be entitled in exchange for those goods or services. Entities ~~may adopt~~had the choice of adopting the new standard either retrospectively to all periods presented in the financial statements (the full retrospective method) or as a cumulative-effect adjustment as of the date of adoption (modified retrospective method) in the year of adoption without applying to comparative periods financial statements. We adopted the guidance on January 1, 2018 applying the modified retrospective method.

The new standard superseded substantially all existing revenue recognition guidance. It impacts the revenue recognition for a significant number of our contracts, in addition to our business processes and our information technology systems. As a result, we established a cross-functional coordinated team to implement the new revenue recognition standard. We have implemented changes to our systems, processes and internal controls to meet the standard’s reporting and disclosure requirements.

~~Refer to Note 2 for a detailed description of the impact of the adoption of the revenue standard.~~

In March 2017, the FASB issued guidance to improve the presentation of net periodic pension cost and net periodic post-retirement benefit cost. The changes to the guidance required employers to report the service cost component in the same line item as other compensation costs arising from services rendered by employees during the reporting period. The other components of net benefit costs have been presented in the income statement separately from the service cost and outside of a subtotal of income from operations. The guidance became effective January 1, 2018 and the adoption of the guidance did not have a material impact on our consolidated financial statements.

In November 2016, the FASB issued guidance on restricted cash, which required amounts generally described as restricted cash and restricted cash equivalents be included with cash and cash equivalents when reconciling the total beginning and ending amounts for the periods shown on the statement of cash flows. The guidance became effective January 1, 2018 using a retrospective transition method to each period presented. The adoption of the guidance did not have a material impact on our consolidated financial statements.

In August 2016, the FASB issued a guidance update to classifications of certain cash receipts and cash payments on the Statement of Cash Flows with the objective of reducing the existing diversity in practice. This updated guidance addresses the following eight specific cash flow issues: debt prepayment or debt extinguishment costs; settlement ofzero-coupon debt instruments or other debt instruments with coupon interest rates that are insignificant in relation to the effective interest rate of the borrowing; contingent consideration payments made after a business combination; proceeds from the settlement of insurance claims; proceeds from the settlement of corporate-owned life insurance policies (including bank-owned life insurance policies); distributions received from equity method investees; beneficial interests in securitization transactions; and separately identifiable cash flows and application of the predominance principle. The guidance became effective January 1, 2018 and the adoption of the guidance did not have a material impact on our consolidated financial statements.

~~In March 2016,~~

4.	Acquisitions

On January 14, 2019, we completed the ~~FASB issued guidance that changes~~acquisition of certain assets of PV Waggle LLC, which comprised aweb-based adaptive learning solution providing Math and ELA instruction for students in grades2-8 for a total purchase price of approximately $5.4 million. The transaction was accounted for under the ~~accounting for certain aspects~~acquisition method of ~~share-based payments to employees. The guidance requires the recognition~~accounting. Goodwill, other intangible assets and other liabilities recorded as part of the ~~income tax effects of awards in the income statement when the awards vest or are settled, thus eliminating additionalpaid-in~~ ~~capital pools.~~acquisition totaled approximately $0.7 million, $5.2 million and $0.5 million, respectively. The ~~guidance also allows for the employer to repurchase more of an employee’s shares for tax withholding purposes without triggering liability accounting. In addition, the guidance allows for~~other intangible assets represent developed technology and were valued using a policy election to account for forfeitures as they occur rather than on an estimated basis. The guidance became effective January 1, 2017. The adoption of the guidance resulted in the recognition of approximately $12.3 million (tax effected) of previously unrecorded additional~~paid-in~~ capital net operating losses as of January 1, 2017. The additional net operating losses were offset by an increase to the valuation allowance, accordingly no income tax benefit was recognized as a result of the adoption.replacement cost approach.

4.5.	Discontinued Operations

On October 1, 2018, we completed the previously announced sale of all the assets, including intellectual property, used primarily in our Riverside clinical and standardized testing business (“Riverside Business”) for cash consideration received of $140.0 million and the purchaser’s assumption of all liabilities relating to the Riverside Business subject to specified exceptions. Net proceeds from the sale after the payment of transaction costs ~~are estimated to be~~were approximately $135.0 million with a ~~preliminary estimated~~post-tax book gain on sale of approximately ~~$38.0~~$30.5 million. The gain ~~will be~~was recorded in the fourth quarter of 2018 as the transaction closed on October 1, 2018. ~~Management expects the~~The tax gain on the sale ~~to be~~was offset by ~~current year~~2018 losses. The results of the Riverside Business were previously reported in our Education segment. In connection with the sale of the Riverside Business, we entered into a Transition Services Agreement (TSA) with the purchaser whereby we will perform certain support functions for a period of up to 18 ~~months.~~months subsequent to October 1, 2018.

Upon the signing of the asset purchase agreement on September 12, 2018, the Riverside Business qualified as a discontinued operation, and goodwill originally included in the Education reportable segment was transferred to the Riverside Business. The amount of transferred goodwill was ~~$70.0~~$67.0 million and was determined using the relative fair value method. The relative fair value was determined based on the purchase price of the Riverside Business compared to the Education reportable segment fair value. The Education reportable segment fair value was based primarily on the market value of the overall Company at the date

that the Riverside Business qualified as a discontinued operation. The allocation also required the assessment for impairment for each of the Riverside Business and Education reportable segment’s goodwill and indefinite-lived intangible assets carrying values. No impairment was deemed to exist.

Selected financial information of the Riverside Business included in income from discontinued operations is as follows:

   Three Months Ended
September 30,    Nine Months Ended
September 30,
   2018    2017    2018    2017
Net sales
   $ 18,337    $ 15,834    $ 56,562    $ 53,724
Costs
   14,428    12,849    37,714    41,976
Amortization
   1,842    2,019    4,954    5,464
Income from discontinued operations before taxes
   $ 2,067    $ 966    $ 13,894    $ 6,284
Income tax (benefit) expense
   (374 )    (904 )    1,061    (588 )








Income from discontinued operations, net of tax
   $ 2,441    $ 1,870    $ 12,833    $ 6,872

The assets and liabilities of the Riverside Business have been classified as assets held for sale and liabilities held for sale on our consolidated balance sheets. The major categories of assets and liabilities of the Riverside Business included in assets held for sale and liabilities held for sale are as follows:

   September 30,
2018    December 31,
2017
Accounts receivable, net
   $ 7,944    $ 8,511
Inventories
   4,187    3,950
Prepaid expenses and other assets
   548    28
Property, plant, and equipment, net
   4,491    5,247
Pre-publication costs, net
   11,413    10,900
Goodwill
   70,000    70,000
Other intangible assets, net
   27,000    28,125




Total assets held for sale
   $ 125,583    $ 126,761




Accounts payable
   $ 1,347    $ 692
Royalties payable
   4,533    6,194
Salaries, wages, and commissions payable
   2,009    2,133
Deferred revenue
   9,011    10,527
Other liabilities
   5,274    5,289




Total liabilities held for sale
   $ 22,174    $ 24,835


	Three Months Ended March 31, 2018
Net sales	$	20,009
Costs		12,503
Amortization		1,470

Income from discontinued operations before taxes	$	6,036
Income tax expense		1,461

Income from discontinued operations, net of tax	$	4,575

5.6.	Inventories

Inventories consisted of the following:

   September 30,
2018    December 31,
2017
Finished goods
   $ 161,496    $ 141,925
Raw materials
   8,516    8,769




Inventories
   $ 170,012    $ 150,694


	March 31, 2019		December 31, 2018
Finished goods	$	250,056	$	162,890
Raw materials		11,868		21,319

Inventories	$	261,924	$	184,209

6.7.	Contract Assets, Contract Liabilities and Deferred Commissions

Contract assets consist of unbilled amounts at the reporting date and are transferred to accounts receivable when the rights become unconditional. Contract assets are included in prepaid expenses and other assets on our consolidated balance sheets. Contract liabilities consist of deferred revenue (current and long-term). The following table presents changes in contract assets and contract liabilities during the ~~nine~~three months ended ~~September 30, 2018:~~March 31, 2019:


	September 30, 2018		January 1, 2018		$ Change		% Change			March 31, 2019		December 31, 2018		$ Change			% Change
Contract assets	$	4,177	$	1,092	$	3,085		NM		$	298	$	74	$	224			NM
Contract liabilities (deferred revenue)		689,371		665,536		23,835		3.6	%	$	607,763	$	647,444	$	(39,681	)		(6.1	)%

NM = not meaningful

The ~~$20.7~~$39.5 million ~~increase~~decrease in our net contract liabilities from ~~January 1,~~December 31, 2018 to ~~September 30, 2018~~March 31, 2019 was ~~due to a $23.8 million increase in our contract liabilities,~~ primarily due to the~~non-satisfaction~~ satisfaction of performance obligations related to physical and digital products during the ~~period.~~period and lower net sales being deferred in the period attributed to the seasonal nature of our business.

During the three ~~and nine~~ months ended ~~September 30,~~March 31, 2019 and 2018, we recognized the following net sales as a result of changes in the contract asset and contract liabilities balances:


	Three Months Ended September 30, 2018		Nine Months Ended September 30, 2018		Three Months Ended March 31, 2019		Three Months Ended March 31, 2018
Net sales recognized in the period from:
Amounts included in contract liabilities at the beginning of the period	$	68,063	$	187,277	$	48,529	$	47,074

As of ~~September 30, 2018,~~March 31, 2019, the aggregate amount of the transaction price allocated to the remaining performance obligations was ~~$735.7~~$653.5 million, and we will recognize approximately ~~79%~~80% to net sales over the next 1 to 3 ~~years to net sales.~~years.

Prior to the adoption of the new revenue standard, we expensed incremental commissions paid to sales representatives for obtaining product sales as well as service contracts. We expect that the costs are recoverable, and under the new standard, we capitalize these incremental costs of obtaining customer contracts unless the capitalization and amortization of such costs are not expected to have a material impact on the financial statements. Applying the practical expedient, we recognize sales commission expense when incurred if the amortization period of the assets that we otherwise would have recognized is one year or less. We had deferred commissions in the amount of ~~$23.4~~$21.9 million at ~~September 30, 2018~~March 31, 2019 and amortized ~~$3.5~~$1.3 million and ~~$7.8~~$1.1 million during the three ~~and nine~~ months ended ~~September 30,~~March 31, 2019 and 2018, respectively. The amortization is included in selling and administrative expenses.

7.8.	Goodwill and Other Intangible Assets

Goodwill and other intangible assets consisted of the following:


	September 30, 2018							December 31, 2017							March 31, 2019							December 31, 2018
	Cost		Accumulated Amortization			Total		Cost		Accumulated Amortization			Total		Cost		Accumulated Amortization			Total		Cost		Accumulated Amortization			Total
Goodwill	$	713,073	$	—		$	713,073	$	713,073	$	—		$	713,073	$	716,845	$	—		$	716,845	$	716,073	$	—		$	716,073

Trademarks and tradenames: indefinite-lived	$	161,000	$	—		$	161,000	$	161,000	$	—		$	161,000	$	161,000	$	—		$	161,000	$	161,000	$	—		$	161,000
Trademarks and tradenames: definite-lived		164,130		(25,370	)		138,760		164,130		(17,226	)		146,904		164,130		(30,804	)		133,326		164,130		(28,087	)		136,043
Publishing rights		1,180,000		(1,104,632	)		75,368		1,180,000		(1,078,156	)		101,844		1,180,000		(1,120,474	)		59,526		1,180,000		(1,112,869	)		67,131
Customer related and other		444,640		(283,944	)		160,696		444,640		(271,850	)		172,790		449,840		(291,729	)		158,111		444,640		(287,922	)		156,718

Other intangible assets, net	$	1,949,770		(1,413,946	)	$	535,824	$	1,949,770		(1,367,232	)	$	582,538	$	1,954,970		(1,443,007	)	$	511,963	$	1,949,770		(1,428,878	)	$	520,892

~~There were no changes~~The change in the carrying amount of goodwill ~~related to continuing operations~~ for the ~~nine~~three months ended September 30, 2018. Goodwill related to continuing operations decreased $70.0 million compared to previously reported amounts. The decrease arises from the allocation of goodwill to the Riverside Business (i.e., discontinued operations) from the Education reportable segment goodwill amount. Refer to Note 4.March 31, 2019 is as follows:


Balance at December 31, 2018	$	716,073
Acquisitions		772

Balance at March 31, 2019	$	716,845

Amortization expense for definite-lived trademarks and tradenames, publishing rights and customer related and other intangibles were ~~$46.7~~$14.1 million and ~~$57.6~~$17.0 million for the ~~nine~~three months ended ~~September 30,~~March 31, 2019 and 2018, ~~and 2017,~~ respectively.

8.9.

Debt

Our debt consisted of the following:


	September 30, 2018		December 31, 2017		March 31, 2019		December 31, 2018
$800,000 term loan due May 29, 2021, interest payable quarterly (net of discount and issuance costs)	$	764,785	$	768,194	$	762,513	$	763,649
Less: Current portion of long-term debt		8,000		8,000		8,000		8,000

Total long-term debt, net of discount and issuance costs	$	756,785	$	760,194	$	754,513	$	755,649

Revolving credit facility	$	—	$	—	$	—	$	—

Term Loan Facility

On May 29, 2015, we entered into an amended and restated ~~$800~~$800.0 million term loan credit facility (the “term loan facility”) ... The term loan facility matures on May 29, 2021 and the interest rate is based on LIBOR plus 3.0% or an alternative base rate plus applicable margins. LIBOR is subject to a floor of 1.0%, with the length of the LIBOR contracts ranging up to six months at the option of the Company.

The term loan facility is required to be repaid in quarterly installments of $2.0 million, and may be prepaid, in whole or in part, at any time, without premium. ~~The term loan facility is required to be repaid in quarterly installments of $2.0 million.~~

The term loan facility was issued at a discount equal to 0.5% of the outstanding borrowing commitment. As of ~~September 30, 2018,~~March 31, 2019, the interest rate of the term loan facility was ~~5.2%~~5.5%.

The term loan facility does not require us to comply with financial maintenance covenants. We are currently required to meet certain incurrence based financial covenants as defined under our term loan facility. The term loan facility is subject to ~~usual and~~ customary conditions, representations, warranties and covenants, including restrictions on additional indebtedness, liens, investments, mergers, acquisitions, asset dispositions, dividends to stockholders, repurchase or redemption of our stock, transactions with affiliates and other matters. The term loan facility is subject to customary events of default. If an event of default occurs and is continuing, the administrative agent may, or at the request of certain required lenders shall, accelerate the obligations outstanding under the term loan facility.

We are subject to an annual excess cash flow provision under our term loan facility which is predicated upon our leverage ratio and cash flow. There was no payment required under the excess cash flow provision in ~~2018~~2019 and ~~2017.~~2018.

Interest Rate Hedging

On August 17, 2015, we entered into interest rate derivative contracts with various financial institutions having an aggregate notional amount of $400.0 million to convert floating rate debt into fixed rate debt and had $400.0 million outstanding as of ~~September 30, 2018.~~ March 31, 2019.

We assessed at inception, andre-assess on an ongoing basis, whether the interest rate derivative contracts are highly effective in offsetting changes in the fair value of the hedged variable rate debt.

These interest rate swaps were designated as cash flow hedges and qualify for hedge accounting under the accounting guidance related to derivatives and hedging. Accordingly, we recorded an unrealized loss of $1.3 million and an unrealized gain of ~~$5.8 million and $1.7~~$3.5 million in our statements of comprehensive ~~income (loss)~~loss to account for the changes in fair value of these derivatives during the ~~nine~~three months ended ~~September 30,~~March 31, 2019 and 2018, ~~and 2017,~~ respectively. The corresponding ~~$4.6~~$1.1 million and $2.4 million hedge ~~asset and $1.2 million hedge liability is~~assets are included within long-term other assets ~~and other liabilities (long-term), respectively,~~ in our consolidated balance ~~sheets~~sheet as of ~~September 30, 2018~~March 31, 2019 and December 31, ~~2017,~~2018, respectively. The interest rate derivative contracts mature on July 22, 2020.

Revolving Credit Facility

On July 22, 2015, we entered into an amended and restated revolving credit facility (the “revolving credit facility”). The revolving credit facility provides borrowing availability in an amount equal to the lesser of either $250.0 million or a borrowing base that is computed monthly or weekly and comprised of the ~~borrowers’~~Borrowers’ and the ~~guarantors’~~Guarantors’ (as such terms are defined below) eligible inventory and receivables. The revolving credit facility includes a letter of credit subfacility of $50.0 million, a swingline subfacility of $20.0 million and the option to expand the facility by up to $100.0 million in the aggregate under certain specified conditions. The revolving credit facility may be prepaid, in whole or in part, at any time, without premium.

The revolving credit facility requires the Company to maintain a minimum fixed charge coverage ratio of 1.0 to 1.0 on a trailing four-quarter basis only during certain periods commencing when excess availability under the revolving credit facility is less than certain limits prescribed by the terms of the revolving credit facility. The revolving credit facility is subject to usual and customary conditions, representations, warranties and covenants, including restrictions on additional indebtedness, liens, investments, mergers, acquisitions, asset dispositions, dividends to stockholders, repurchase or redemption of our stock, transactions with affiliates and other matters. The revolving credit facility is subject to customary events of default. As of ~~September 30, 2018,~~March 31, 2019, no amounts are outstanding on the revolving credit facility.

As of ~~September 30, 2018,~~March 31, 2019, the minimum fixed charge coverage ratio covenant under our revolving credit facility was not applicable, due to our level of borrowing availability. The minimum fixed charge coverage ratio, which is only tested in limited situations, is 1.0 to 1.0 through the end of the facility.

Guarantees

Under both the revolving credit facility and the term loan facility, Houghton Mifflin Harcourt Publishers Inc., HMH Publishers LLC and Houghton Mifflin Harcourt Publishing Company are the borrowers (collectively, the “Borrowers”), and Citibank, N.A. acts as both the administrative agent and the collateral agent.

The obligations under the revolving credit facility and the term loan facility are guaranteed by the Company and each of its direct and indirectfor-profit domestic subsidiaries (other than the Borrowers) (collectively, the “Guarantors”) and are secured by all capital stock and other equity interests of the Borrowers and the Guarantors and substantially all of the other tangible and intangible assets of the Borrowers and the Guarantors, including, without limitation, receivables, inventory, equipment, contract rights, securities, patents, trademarks, other intellectual property, cash, bank accounts and securities accounts and owned real estate. The revolving credit facility is secured by first priority liens on receivables, inventory, deposit accounts, securities accounts, instruments, chattel paper and other assets related to the foregoing (the “Revolving First Lien Collateral”), and second priority liens on the collateral which secures the term loan facility on a first priority basis. The term loan facility is secured by first priority liens on the capital stock and other equity interests of the Borrowers and the Guarantors, equipment, owned real estate, trademarks and other intellectual property, general intangibles that are not Revolving First Lien Collateral and other assets related to the foregoing, and second priority liens on the Revolving First Lien Collateral.

9.10.

Leases

We lease property and equipment under finance and operating leases. We have operating leases for various office space and facilities, warehouse equipment, automobile fleet and office equipment that expire at various dates through 2023 and thereafter. For leases with terms greater than 12 months, we record the related asset and obligation at the present value of lease payments over the lease term. Many of our leases include rental escalation clauses, renewal options and/or termination options that are factored into our determination of lease payments when appropriate. For leases beginning in 2019 and later, we account for lease components (e.g., fixed payments including rent, real estate taxes and insurance costs) as combined with thenon-lease components (e.g., common-area maintenance costs). Our lease agreements do not contain any material residual value guarantees or material restrictive covenants. We sublease certain real estate office space to third parties. Our sublease portfolio consists of operating leases.

When available, we use the rate implicit in the lease to discount lease payments to present value; however, most of our leases do not provide a readily determinable implicit rate. Therefore, we must estimate our incremental borrowing rate to discount the lease payments based on information available at lease commencement. We give consideration to our recent debt issuances as well as publicly available data for instruments with similar characteristics when calculating our incremental borrowing rates.

Lease Position as of March 31, 2019

The table below presents the lease assets and liabilities recorded on the balance sheet.


Leases	Classification	March 31, 2019
Assets
Operating lease assets	Operating lease assets	$	144,695

Total leased assets		$	144,695
Liabilities
Current
Operating	Operating lease liabilities	$	14,326
Noncurrent
Operating	Operating lease liabilities		142,441

Total lease liabilities		$	156,767
Weighted average remaining lease term
Operating leases			9.4 Years
Weighted average discount rate
Operating leases (1)			12.23	%

(1)	Upon adoption of the new lease standard, discount rates used for existing leases were established at January 1, 2019.

Lease costs

Operating lease cost and sublease income totaled $9.6 million and $0.7 million, respectively, for the three months ended March 31, 2019. The net lease cost of $8.9 million is included in the selling and administrative line item in our consolidated statements of operations. Operating lease cost includes short term leases and variable lease costs, which are not material.

Undiscounted Cash Flows

The table below reconciles the undiscounted cash flows for each of the first five years and total of the remaining years to the operating lease liabilities recorded on the balance sheet.


Maturity of Lease Liabilities	Operating Leases
2019	$	24,801
2020		26,916
2021		25,710
2022		23,304
2023		25,226
Thereafter		161,774

Total lease payments	$	287,731
Less: interest		130,964

Present value of lease liabilities	$	156,767

Other Information

The table below presents supplemental cash flow information related to leases during the three months ended March 31, 2019.


Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows for operating leases	$	9,025

Additional Lease Information Related to the Application of the Previous Lease Accounting Standard

As previously disclosed in our 2018 Annual Report on Form 10-K and under the previous lease accounting standard, the future payments under operating lease agreements as of December 31, 2018 are as follows:


	Operating Leases
2019	$	32,694
2020		26,889
2021		26,118
2022		24,549
2023		27,469
Thereafter		171,203

Total lease payments	$	308,922

11.	Restructuring, Severance and Other Charges

2017 Restructuring Plan

On an ongoing basis, we assess opportunities for improved operational effectiveness and efficiency and better alignment of expenses with net sales, while preserving our ability to make the investments in content and our people that we believe are important to our long-term success. As a result of these assessments, we ~~have undertaken~~undertook a restructuring initiative in order to enhance our growth potential and better position us for long-term success. This initiative is described below.

Beginning at the end of 2016, we worked with a third party consultant to review our operating model and organizational design in order to improve our operational efficiency, better focus on the needs of our customers andright-size our cost structure to create long-term shareholder value.

In March 2017, we committed to certain operational efficiency and cost-reduction actions ~~we planned to take~~ in order to accomplish these objectives (“2017 Restructuring Plan”). These actions ~~include~~included making organizational design changes across layers of the Company below the executive team and otherright-sizing initiatives expected to result in reductions in force, consolidating and/or subletting certain office space under real estate leases as well as other potential operational efficiency and cost-reduction initiatives. We ~~have~~ completed the organizational design change actions in 2017 and ~~expect to substantially complete~~ the remaining actions ~~by the end of~~in 2018.

Implementation of actions under the 2017 Restructuring Plan is expected to result in total charges of approximately $42.0 million to $43.0 million, of which approximately $32.0 million to $33.0 million of these charges are estimated to result in cash outlays. We have recorded cash-related costs of $3.1 million for the three months ended September 30, 2018 related to real estate consolidation costs. We have recorded cash-related costs of $1.6 million and $28.9 million for the three and nine months ended September 30, 2017, respectively, of which a portion of these expenses totaling approximately $0.5 million and $14.7 million were related to severance and termination benefits for the three and nine months ended September 30, 2017, respectively, with the remaining amount of approximately $1.1 million and $14.2 million related to implementation of the plan and real estate consolidation costs, respectively. These costs are included in the restructuring line item within our consolidated statements of operations.

The following tables provide a summary of our total costs associated with the 2017 Restructuring Plan, included in the restructuring line item within our consolidated statements of operations, for the three and nine months ended September 30, 2018 and 2017 by major type of cost:

Type of Cost
   Three Months Ended
September 30, 2018    Three Months Ended
September 30, 2017    Total Amount
Incurred Inception
to Date
Restructuring charges:(1)

Severance and termination benefits
   $ —      $ 527    $ 16,206
Office space consolidation (2)
   3,077    1,158    8,056
Implementation and impairment (3)
   —      160    16,990






   $ 3,077    $ 1,845    $ 41,252

Type of Cost
   Nine Months Ended
September 30, 2018    Nine Months Ended
September 30, 2017    Total Amount
Incurred Inception
to Date
Restructuring charges:(1)

Severance and termination benefits
   $ —      $ 14,689    $ 16,206
Office space consolidation (2)
   3,077    4,979    8,056
Implementation and impairment (3)
   —      16,490    16,990






   $ 3,077    $ 36,158    $ 41,252

~~(1)~~

~~All restructuring charges are included within Corporate and Other.~~

~~(2)~~

~~During 2017, we recorded anon-cash~~ ~~charge for awrite-off~~ of property, plant, and equipment of approximately $0.6 million and $3.4 million of accruals related to vacating certain office space in two of our locations. During 2018, we recorded accruals of $3.1 million related to vacating certain office space in two of our locations.

~~(3)~~

~~During 2017, we recorded anon-cash~~ ~~impairment charge of approximately $9.1 million related to a certain long-lived asset included within property, plant, and equipment.~~

Our restructuring liabilities are primarily comprised of accruals for severance and termination benefits and office space ~~consolidation. The following is a rollforward~~consolidation ($0.4 million and $6.4 million, respectively, as of ~~our liabilities associated~~December 31, 2018).

In connection with the ~~2017 Restructuring Plan:~~adoption of the new leasing standard on January 1, 2019, the restructuring liabilities related to office space consolidation were reclassed on the balance sheet as a reduction of operating lease assets.

Severance and Other Charges

   2018
   Restructuring
accruals at
December 31, 2017    Charges    Cash payments    Restructuring
accruals at
September 30, 2018
Severance and termination benefits
   $ 4,306    $ —      $ (3,603 )    $ 703
Office space consolidation
   3,663    3,077    (967 )    5,773








   $ 7,969    $ 3,077    $ (4,570 )    $ 6,476

~~The following table provides a summary~~2019

Exclusive of ~~our estimates of costs associated with~~ the 2017 Restructuring Plan, ~~through~~during the ~~end~~three months ended March 31, 2019, $1.0 million of ~~2018 by major type~~severance payments were made to employees whose employment ended in 2019 and prior years. Further, we recorded an expense in the amount of ~~cost:~~

Type of Cost
   Total Estimated Amount
Expected to be Incurred
Restructuring charges:

Severance and termination benefits
   $ 16,206    to    $ 16,206
Office space consolidation
   9,000    to    10,000
Implementation and impairment
   16,990    to    16,990




   $ 42,196    to    $ 43,196

~~Severance and Other Charges~~$1.2 million to reflect costs for severance, which we expect to be paid over the next twelve months.

2018

Exclusive of the 2017 Restructuring Plan, during the ~~nine~~three months ended ~~September 30,~~March 31, 2018, ~~$2.8~~$0.8 million of severance payments were made to employees whose employment ended in 2018 and prior years and ~~$0.1~~$0.2 million of net payments were made for office space no longer utilized by the Company as a result of prior savings initiatives. Further, we recorded an expense in the amount of ~~$6.4~~$3.9 million to reflect costs for severance, which ~~we expect to be paid over the next twelve months.~~

~~2017~~

Exclusive of the 2017 Restructuring Plan, during the nine months ended September 30, 2017, $5.8 million of severance payments were made to employees whose employment ended in 2017 and prior years and $1.0 million of net payments were made for office space no longer utilized by the Company. Further, we recorded an expense in the amount of $0.8 million to reflect costs for severance related to cost savings, which have been fully ~~paid, along with a $0.4 million charge for office space no longer occupied.~~paid.

A summary of the significant components of the severance/restructuring and other charges, which are not allocated to our segments and included in Corporate and Other, is as follows:


	2018									2019
	Severance/ other accruals at December 31, 2017		Severance/ other expense		Cash payments			Severance/ other accruals at September 30, 2018		Severance/ other accruals at December 31, 2018			Severance/ other expense		Cash payments			Severance/ other accruals at March 31, 2019
Severance costs	$	341	$	6,380	$	(2,771	)	$	3,950	$	1,420		$	1,221	$	(1,044	)	$	1,597
Other accruals		1,299		—		(85	)		1,214		270	⁽¹⁾		—		—			—

	$	1,640	$	6,380	$	(2,856	)	$	5,164	$	1,690		$	1,221	$	(1,044	)	$	1,597


	2017
	Severance/ other accruals at December 31, 2016		Severance/ other expense		Cash payments			Severance/ other accruals at September 30, 2017
Severance costs	$	6,064	$	767	$	(5,771	)	$	1,060
Other accruals		2,122		388		(1,048	)		1,462

	$	8,186	$	1,155	$	(6,819	)	$	2,522


	2018
	Severance/ other accruals at December 31, 2017		Severance/ other expense		Cash payments			Severance/ other accruals at March 31, 2018
Severance costs	$	341	$	3,943	$	(794	)	$	3,490
Other accruals		1,299		—		(173	)		1,126

	$	1,640	$	3,943	$	(967	)	$	4,616

(1)	In connection with the adoption of the new leasing standard on January 1, 2019, the restructuring liabilities related to office space consolidation were reclassed on the balance sheet as a reduction of operating lease assets.

The current portion of the severance and other charges was $1.7 million and $6.9 million (inclusive of the 2017 Restructuring Plan) as of ~~September 30, 2018~~March 31, 2019 and December 31, ~~2017.~~2018, respectively.

~~10.~~12.

Income Taxes

The computation of the annual estimated effective tax rate at each interim period requires certain estimates and significant judgment, including, but not limited to, the expected operating income for the year, projections of the proportion of income earned and taxed in various jurisdictions, permanent and temporary differences and the likelihood of recovering deferred tax assets generated in the current year. The accounting estimates used to compute the provision for income taxes may change as new events occur, more experience is acquired, additional information is obtained or as the tax environment changes.

At the end of each interim period, we estimate the annual effective tax rate and apply that rate to our ordinary quarterly earnings. The amount of interim tax benefit recorded for theyear-to-date ordinary loss is limited to the amount that is expected to be realized during the year or recognizable as a deferred tax asset at year end. The tax expense or benefit related to significant, unusual or extraordinary items that will be separately reported or reported net of their related tax effect, are individually computed, and are recognized in the interim period in which those items occur. In addition, the effect of changes in enacted tax laws or rates or tax status is recognized in the interim period in which the change occurs.

During the three and nine months ended September 30, 2018, we continued to perform analysis and evaluate interpretations and other guidance regarding the 2017 Tax Act, but did not record any adjustments to the amounts recorded on a provisional basis in the year ended December 31, 2017 or deem any such amounts as complete.

For the three months ended ~~September 30,~~March 31, 2019 and 2018, ~~and 2017, we recorded an income tax benefit of approximately $3.3 million and $9.7 million, respectively, and for the nine months ended September 30, 2018 and 2017,~~ we recorded income tax expense of approximately ~~$2.1~~$6.5 million and ~~$10.5~~$3.2 million, respectively. The decrease in income tax expense for the nine months ended September 30, 2018 of $8.4 million is primarily related to the 2017 Tax Act resulting in a lower annual effective tax rate and our ability to utilize indefinite-lived deferred tax liabilities as a source of future taxable income in our assessment of realization of deferred tax assets. For all periods, the income tax expense was impacted by certain discrete tax items, including the accrual of potential interest and penalties on uncertain tax positions. Including the tax effects of these discrete tax items, the effective rate was ~~(4.2)~~(5.8)% and ~~(12.3)~~(3.2)% for the three months ended ~~September 30,~~March 31, 2019 and 2018, ~~and 2017, respectively, and (4.3)% and (14.3)% for the nine months ended September 30, 2018 and 2017,~~ respectively.

Reserves for unrecognized tax benefits, excluding accrued interest and penalties, were $15.7 million at both ~~September 30, 2018~~March 31, 2019 and December 31, ~~2017.~~2018.

~~11.~~13.

Retirement and Postretirement Benefit Plans

We have a noncontributory, qualified defined benefit pension plan (the “Retirement Plan”), which covers certain employees. The Retirement Plan is a cash balance plan, which accrues benefits based on pay, length of service, and interest. The funding policy is to contribute amounts subject to minimum funding standards set forth by the Employee Retirement Income Security Act of 1974 and the Internal Revenue Code. The Retirement Plan’s assets consist principally of common stocks, fixed income securities, investments in registered investment companies, and cash and cash equivalents. We also have a nonqualified defined benefit plan, or nonqualified plan, that previously covered employees who earned over the qualified pay limit as determined by

the Internal Revenue Service. The nonqualified plan accrues benefits for the participants based on the cash balance plan calculation. The nonqualified plan is not funded. We use a December 31 date to measure the pension and postretirement liabilities. In 2007, both the qualified and nonqualified pension plans eliminated participation in the plans for new employees hired after October 31, 2007.

We recognize the funded status of defined benefit pension and other postretirement plans as an asset or liability in the balance sheet and recognize actuarial gains and losses and prior service costs and credits in other comprehensive income (loss) and subsequently amortize those items in the statement of operations.

Net periodic benefit (credit) cost for our pension and other postretirement benefit plans consisted of the following:


	Pension Plans												Pension Plans
	Three Months Ended September 30,						Nine Months Ended September 30,						Three Months Ended March 31,
	2018			2017			2018			2017			2019			2018
Interest cost	$	1,325		$	1,382		$	3,975		$	4,146		$	1,511		$	1,325
Expected return on plan assets		(1,994	)		(2,315	)		(5,987	)		(6,947	)		(1,918	)		(1,995	)
Amortization of net loss		354			201	)		1,065			603			251			354

Net periodic benefit (credit) cost	$	(315	)	$	(732	)	$	(947	)	$	(2,198	)	$	(156	)	$	(316	)


	Other Post Retirement Plans
	Three Months Ended September 30,						Nine Months Ended September 30,
	2018			2017			2018			2017
Service cost	$	33		$	33		$	96		$	100
Interest cost		168			193			504			578
Amortization of prior service cost		(172	)		(335	)		(517	)		(1,004	)
Amortization of net loss		—			3			—			9

Net periodic benefit cost (credit)	$	28		$	(106	)	$	83		$	(317	)


	Other Post Retirement Plans
	Three Months Ended March 31,
	2019			2018
Service cost	$	15		$	32
Interest cost		145			168
Amortization of prior service cost		10			(172	)
Amortization of net loss		(41	)		—

Net periodic benefit cost (credit)	$	129		$	28

There were no contributions to the pension plans for the ~~nine~~three months ended ~~September 30,~~March 31, 2019 and 2018, ~~and 2017,~~ and we do not expect to make a contribution to the pension plans during ~~2018.~~2019.

~~12.~~14.

Fair Value Measurements

The accounting standard for fair value measurements, among other things, defines fair value, establishes a consistent framework for measuring fair value and expands disclosure for each major asset and liability category measured at fair value on either a recurring or nonrecurring basis. The accounting standard establishes a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value as follows:


Level 1		Observable input such as quoted prices in active markets for identical assets or liabilities;


~~Level 2~~		Level 2	Observable inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and


~~Level 3~~		Level 3	Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

Assets and liabilities measured at fair value are based on one or more of three valuation techniques identified in the tables below. Where more than one technique is noted, individual assets or liabilities were valued using one or more of the noted techniques. The valuation techniques are as follows:

^(a)

Market approach: Prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities;

^(b)

Cost approach: Amount that would be currently required to replace the service capacity of an asset (current replacement cost); and

^(c)

Income approach: Valuation techniques to convert future amounts to a single present amount based on market expectations (including present value techniques).

On a recurring basis, we measure certain financial assets and liabilities at fair value, including our money market funds, short-term investments which consist of U.S. treasury securities and U.S. agency securities, foreign exchange forward contracts, and interest rate derivatives contracts. The accounting standard for fair value measurements defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. In determining fair value, we utilize valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible as well as consider counterparty and its credit risk in its assessment of fair value.

Financial Assets and Liabilities

The following tables present our financial assets and liabilities measured at fair value on a recurring basis:


	September 30, 2018		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Valuation Technique			March 31, 2019		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Valuation Technique
Financial assets
Money market funds	$	93,669	$	93,669	$	—		(a	)	$	51,094	$	51,094	$	—		(a	)
U.S. treasury securities		14,889		14,889		—		(a	)
U.S. agency securities		14,869		—		14,869		(a	)		9,999		—		9,999		(a	)
Interest rate derivatives		4,635		—		4,635		(a	)		1,071		—		1,071		(a	)

	$	128,062	$	108,558	$	19,504				$	62,164	$	51,094	$	11,070

Financial liabilities
Foreign exchange derivatives	$	580	$	—	$	580		(a	)	$	602	$	—	$	602		(a	)

	$	580	$	—	$	580		(a	)	$	602	$	—	$	602		(a	)


	December 31, 2017		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Valuation Technique
Financial assets
Money market funds	$	115,464	$	115,464	$	—		(a	)
U.S. treasury securities		16,065		16,065		—		(a	)
U.S. agency securities		70,384		—		70,384		(a	)
Foreign exchange derivatives		351		—		351		(a	)

	$	202,264	$	131,529	$	70,735

Financial liabilities
Interest rate derivatives	$	1,159	$	—	$	1,159		(a	)

	$	1,159	$	—	$	1,159


	December 31, 2018		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Valuation Technique
Financial assets
Money market funds	$	228,587	$	228,587	$	—		(a	)
U.S. treasury securities		24,939		24,939		—		(a	)
U.S. agency securities		24,894		—		24,894		(a	)
Interest rate derivatives		2,382		—		2,382		(a	)

	$	280,802	$	253,526	$	27,276

Financial liabilities
Foreign exchange derivatives	$	534	$	—	$	534		(a	)

	$	534	$	—	$	534

Our money market funds and U.S. treasury securities are classified within Level 1 of the fair value hierarchy because they are valued using quoted prices in active markets for identical instruments. Our U.S. agency securities are classified within Level 2 of the fair value hierarchy because they are valued using other than quoted prices in active markets. In addition to ~~$93.7~~$51.1 million and ~~$115.5~~$228.6 million invested in money market funds as of ~~September 30, 2018~~March 31, 2019 and December 31, ~~2017,~~2018, respectively, we had ~~$10.6~~$23.1 million and ~~$33.5~~$24.8 million of cash invested in bank accounts as of ~~September 30, 2018~~March 31, 2019 and December 31, ~~2017,~~2018, respectively.

Our foreign exchange derivatives consist of forward contracts and are classified within Level 2 of the fair value hierarchy because they are valued based on observable inputs and are available for substantially the full term of our derivative instruments. We use foreign exchange forward contracts to fix the functional currency value of forecasted commitments, payments and receipts. The aggregate notional amount of the outstanding foreign exchange forward contracts was ~~$16.2~~$15.2 million and ~~$15.8~~$15.7 million at ~~September 30, 2018~~March 31, 2019 and December 31, ~~2017,~~2018, respectively. Our foreign exchange forward contracts contain netting provisions to mitigate credit risk in the event of counterparty default, including payment default and cross default. At ~~September 30, 2018~~March 31, 2019 and December 31, ~~2017,~~2018, the fair value of our counterparty default exposure was less than $1.0 million and spread across several highly rated counterparties.

Our interest rate derivatives are classified within Level 2 of the fair value hierarchy because they are valued based on observable inputs and are available for substantially the full term of our derivative instruments. Our interest rate risk relates primarily to U.S. dollar borrowings, partially offset by U.S. dollar cash investments. We have historically used interest rate derivative instruments to manage our earnings and cash flow exposure to changes in interest rates by converting floating-rate debt into fixed-rate debt. The aggregate notional amount of the outstanding interest rate derivative instruments was $400.0 million as of ~~September 30, 2018.~~

March 31, 2019. We designate these derivative instruments either as fair value or cash flow hedges under the accounting guidance related to derivatives and hedging. We record changes in the value of fair value hedges in interest expense, which is generally offset by changes in the fair value of the hedged debt obligation. Interest payments made or received related to our interest rate derivative instruments are included in interest expense. We record the effective portion of any change in the fair value of derivative instruments designated as cash flow hedges as unrealized gains or losses in other comprehensive income (loss), net of tax, until the hedged cash flow occurs, at which point the effective portion of any gain or loss is reclassified to earnings. In the event the hedged cash flow does not occur, or it becomes no longer probable that it will occur, we reclassify the amount of any gain or loss on the related cash flow hedge to interest expense at that time.

We believe we do not have significant concentrations of credit risk arising from our interest rate derivative instruments, whether from an individual counterparty or a related group of counterparties. We manage the concentration of counterparty credit risk on our interest rate derivatives instruments by limiting acceptable counterparties to a diversified group of major financial institutions with investment grade credit ratings, limiting the amount of credit exposure to each counterparty, and actively monitoring their credit ratings and outstanding fair values on an ongoing basis. Furthermore, none of our derivative transactions contain provisions that are dependent on our credit ratings from any credit rating agency.

We also employ master netting arrangements that reduce our counterparty payment settlement risk on any given maturity date to the net amount of any receipts or payments due between us and the counterparty financial institution. Thus, the maximum loss due to counterparty credit risk is limited to the unrealized gains in such contracts net of any unrealized losses should any of these counterparties fail to perform as contracted. Although these protections do not eliminate concentrations of credit risk, as a result of the above considerations, we do not consider the risk of counterparty default to be significant.

Non-Financial Assets and Liabilities

Ournon-financial assets, which include goodwill, other intangible assets, property, plant, and equipment, andpre-publication costs, are not required to be measured at fair value on a recurring basis. However, if certain trigger events occur, or if an annual impairment test is required, we evaluate thenon-financial assets for impairment. If an impairment did occur, the asset is required to be recorded at the estimated fair value. An impairment analysis was not performed for the preparation of this report, as there were no triggering events for the ~~nine~~three months ended ~~September 30, 2018.~~

During the nine months ended September 30, 2017 in connection with our 2017 Restructuring Plan, we recorded an impairment charge of approximately $9.1 million related to a certain long-lived asset included within property, plant, and equipment as the carrying amount of the asset is no longer recoverable based on projected cash flows.

March 31, 2019. There were no ~~nonfinancial~~non-financial liabilities that were required to be measured at fair value on a nonrecurring basis during ~~2018~~the three months ended March 31, 2019 and ~~2017. The following table presents our nonfinancial assets measured at fair value on a nonrecurring basis during 2017:~~2018.

   2017    Significant
Unobservable
Inputs
(Level 3)    Total
Impairment    Valuation
Technique
Nonfinancial assets

Property, plant, and equipment
   $ —      $ —      $ 9,119    (c )

Fair Value of Debt

The following table presents the carrying amounts and estimated fair market values of our debt at ~~September 30, 2018~~March 31, 2019 and December 31, ~~2017.~~2018. The fair value of debt is deemed to be the amount at which the instrument could be exchanged in an orderly transaction between market participants at the measurement date.


	September 30, 2018				December 31, 2017				March 31, 2019				December 31, 2018
	Carrying Amount		Estimated Fair Value		Carrying Amount		Estimated Fair Value		Carrying Amount		Estimated Fair Value		Carrying Amount		Estimated Fair Value
Debt
Term Loan	$	764,785	$	722,722	$	768,194	$	710,579	$	762,513	$	722,481	$	763,649	$	691,102

The fair market values of our debt were estimated based on quoted market prices on a private exchange for those instruments that are traded and are classified as Level 2 within the fair value hierarchy at ~~September 30, 2018~~March 31, 2019 and December 31, ~~2017.~~2018. The fair market values require varying degrees of management judgment. The factors used to estimate these values may not be valid on any subsequent date. Accordingly, the fair market values of the debt presented may not be indicative of their future values.

~~13.~~15.

Commitments and Contingencies

There were no material changes in our commitments under contractual obligations, as disclosed in our audited consolidated financial statements, which were included in our Annual Report onForm 10-Kfor the fiscal year ended December 31, ~~2017.~~

We are involved in ordinary and routine litigation and matters incidental to our business, including claims alleging breach of contract and seeking royalty payments. Litigation alleging infringement of copyrights and other intellectual property rights is also common in the educational publishing industry. For example, there have been various settled, pending and threatened litigation that allege we exceeded the print run limitation or other restrictions in licenses granted to us to reproduce photographs in our textbooks. During 2016, we settled all such pending or actively threatened litigations alleging infringement of copyrights, and made total settlement payments of $10.0 million, collectively. We received approximately $4.5 million of insurance recovery proceeds during the first quarter of 2017.2018.

While we may incur a loss associated with certain pending or threatened litigation, we are not able to estimate such amount, if any, but we do not expect any of these matters to have a material adverse effect on our results of operations, financial position or cash flows. We have insurance over such amounts and with coverage and deductibles as management believes is reasonable. There can be no assurance that our liability insurance will cover all events or that the limits of coverage will be sufficient to fully cover all liabilities.

In April 2019, we were notified of an unasserted claim by the Commonwealth of Puerto Rico with regards to payments in the amount of approximately $33.0 million that we received in the normal course of business in the four year period prior to the May 3, 2017 bankruptcy petition of the Commonwealth public instrumentalities. Management believes, based on discussions with its legal counsel, that we have meritorious defenses against such unasserted claim. The Company will vigorously defend this matter if such claim is asserted.

In connection with an agreement with a development content provider, we agreed to act as guarantor to that party’s loan to finance such development. Such guarantee is expected to remain until 2020. Under the guarantee, we believe the maximum future payments to approximate ~~$14.0~~$15.0 million. In the unlikely event that we are required to make payments on behalf of the development content provider, we would have recourse against the development content provider.

We were contingently liable for ~~$4.3 million and $2.5~~$4.4 million of performance-related surety bonds for our operating activities as of ~~September 30, 2018~~both March 31, 2019 and December 31, ~~2017, respectively.~~2018. An aggregate of ~~$25.3~~$24.3 million of letters of credit existed as of ~~September 30, 2018~~both March 31, 2019 and December 31, ~~2017,~~2018, of which $0.1 million backed the aforementioned performance-related surety bonds as of ~~September 30, 2018~~both March 31, 2019 and December 31, ~~2017.~~2018.

We routinely enter into standard indemnification provisions as part of license agreements involving use of our intellectual property. These provisions typically require us to indemnify and hold harmless licensees in connection with any infringement claim by a third party relating to the intellectual property covered by the license agreement. Although the term of these provisions and the maximum potential amounts of future payments we could be required to make is not limited, we have never incurred any costs to defend or settle claims related to these types of indemnification provisions. We therefore believe the estimated fair value of these provisions is inconsequential, and have no liabilities recorded for them as of ~~September 30, 2018 and~~March 31, 2019 or December 31, ~~2017.~~2018.

~~14.~~16.

Net ~~Income (Loss)~~Loss Per Share

The following table sets forth the computation of basic and diluted earnings per share (“EPS”):


	Three Months Ended September 30,				Nine Months Ended September 30,						Three Months Ended March 31,
	2018		2017		2018			2017			2019			2018
Numerator
Income (loss) from continuing operations	$	83,908	$	88,636	$	(51,067	)	$	(83,891	)
Loss from continuing operations											$	(117,362	)	$	(105,886	)
Income from discontinued operations, net of tax		2,441		1,870		12,833			6,872			—			4,575

Net income (loss) attributable to common stockholders	$	86,349	$	90,506	$	(38,234	)	$	(77,019	)
Net loss attributable to common stockholders											$	(117,362	)	$	(101,311	)

Denominator
Weighted average shares outstanding
Basic		123,553,116		123,038,780		123,401,005			122,913,039			123,798,641			123,222,353
Diluted		123,870,380		123,243,351		123,401,005			122,913,039			123,798,641			123,222,353
Net income (loss) per share attributable to common stockholders
Basic:
Net loss per share attributable to common stockholders
Basic and diluted:
Continuing operations	$	0.68	$	0.72	$	(0.41	)	$	(0.68	)	$	(0.95	)	$	(0.86	)
Discontinued operations		0.02		0.02		0.10			0.05			—			0.04

Net income (loss)	$	0.70	$	0.74	$	(0.31	)	$	(0.63	)
Diluted:
Continuing operations	$	0.68	$	0.72	$	(0.41	)	$	(0.68	)
Discontinued operations		0.02		0.01		0.10			0.05

Net income (loss)	$	0.70	$	0.73	$	(0.31	)	$	(0.63	)
Net loss											$	(0.95	)	$	(0.82	)

As we incurred a net loss in the ~~nine~~three month periods ended ~~September 30,~~March 31, 2019 and 2018, ~~and 2017,~~ presented above, all outstanding stock options and restricted stock units for those periods have an anti-dilutive effect and therefore are excluded from the computation of diluted weighted average shares outstanding. Accordingly, basic and diluted weighted average shares outstanding are equal for such periods.

The following table summarizes our weighted average outstanding common stock equivalents that were anti-dilutive attributable to common stockholders during the periods, and therefore excluded from the computation of diluted EPS:


	Three Months Ended September 30,				Nine Months Ended September 30,				Three Months Ended March 31,
	2018		2017		2018		2017		2019		2018
Stock options		3,501,165		3,420,427		3,416,323		3,086,772		3,488,212		3,465,749
Restricted stock units		610,790		262,158		2,747,006		1,422,036		2,993,508		2,128,620

~~15.~~

~~Stockholders’ Equity~~

~~Stock Repurchase Program~~

Our Board of Directors has authorized the repurchase of up to $1.0 billion in aggregate value of the Company’s common stock. As of September 30, 2018, there was approximately $482.0 million available for share repurchases under this authorization. The aggregate share repurchase program may be executed through December 31, 2018. Repurchases under the program may be made from time to time in the open market (including under a trading plan) or in privately negotiated transactions. The extent and timing of any such repurchases would generally be at our discretion and subject to market conditions, applicable legal requirements and other considerations. Any repurchased shares may be used for general corporate purposes. There was no share repurchase activity for the nine months ended September 30, 2018 and 2017.

~~16.~~17.

Segment Reporting

As of ~~September 30, 2018,~~March 31, 2019, we had two reportable segments, ~~(Education~~Education and HMH Books & Media (formerly referred to as Trade ~~Publishing)~~Publishing, the composition of this segment has not changed). Our Education segment provides educational products, technology platforms and services to meet the diverse needs of today’s classrooms. These products and services include print and digital content in the form of textbooks, digital courseware, instructional aids, educational assessment and intervention solutions, which are aimed at improving achievement and supporting learning for students who are not keeping pace with peers, professional development and school reform services. Our ~~Trade Publishing~~HMH Books & Media segment primarily develops, markets and sells consumer books in print and digital formats, ~~and~~ licenses book rights to other publishers and electronic businesses in the United States and ~~abroad.~~abroad, and licenses brands across media platforms. The principal distribution channels for ~~Trade Publishing~~HMH Books & Media products are retail stores, both physical and online, and wholesalers. ~~Reference materials are also sold to schools, colleges, libraries, office supply distributors and other businesses.~~

We measure and evaluate our reportable segments based on net sales and segment Adjusted EBITDA from continuing operations. We exclude from our segments certain corporate-related expenses, as our corporate functions do not meet the definition of a segment, as defined in the accounting guidance relating to segment reporting. In addition, certain transactions or adjustments that our Chief Operating Decision Maker considers to benon-operational, such as amounts related to goodwill and other intangible asset impairment charges, derivative instruments charges, acquisition/disposition-related activity, restructuring/integration costs, severance, separation costs and facility closures, equity compensation charges, legal settlement charges, gains or losses from divestitures, amortization and depreciation expenses, as well as interest and taxes, are excluded from segment Adjusted EBITDA from continuing operations. Although we exclude these amounts from segment Adjusted EBITDA from continuing operations, they are included in reported consolidated net loss and are included in the reconciliation below.

As a result of the sale of the Riverside Business, the results of the Riverside Business are no longer presented within continuing operations. Accordingly, the segment disclosures for the Education reportable segment has been recast for all periods to exclude the results of the Riverside Business. These changes had no impact on the previously reported financial results for the ~~Trade~~HMH Books & Media reportable segment.

   Three Months Ended
September 30,
(in thousands)    Education    Trade
Publishing    Corporate/
Other
2018

Net sales
   $ 449,636    $ 66,619    $ —
Segment Adjusted EBITDA
   154,904    15,486    (10,612 )
2017

Net sales
   $ 465,017    $ 51,189    $ —
Segment Adjusted EBITDA
   168,319    6,568    (13,653 )

   Nine Months Ended
September 30,
(in thousands)    Education    Trade
Publishing    Corporate/
Other
2018

Net sales
   $ 933,935    $ 139,444    $ —
Segment Adjusted EBITDA
   208,051    14,725    (32,952 )
2017

Net sales
   $ 963,118    $ 130,166    $ —
Segment Adjusted EBITDA
   225,325    8,877    (38,653 )


	Three Months Ended March 31,
(in thousands)	Education			HMH Books & Media			Corporate/ Other
2019
Net sales	$	153,844		$	40,791		$	—
Segment Adjusted EBITDA		(20,965	)		4,169			(9,710	)
2018
Net sales	$	163,023		$	36,736		$	—
Segment Adjusted EBITDA		(11,702	)		(837	)		(11,122	)

The following table disaggregates our net sales by major source:


	Three Months Ended September 30, 2018						Three Months Ended March 31, 2019
(in thousands)	Education		Trade Publishing		Consolidated		Education		HMH Books & Media		Consolidated
Core solutions (1)	$	243,130	$	—	$	243,130	$	51,994	$	—	$	51,994
Extensions businesses (2)		206,506		—		206,506
Trade products		—		66,619		66,619
Extensions (2)								101,850		—		101,850
HMH Books & Media products								—		40,791		40,791

Net sales	$	449,636	$	66,619	$	516,255	$	153,844	$	40,791	$	194,635


	Nine Months Ended September 30, 2018						Three Months Ended March 31, 2018
(in thousands)	Education		Trade Publishing		Consolidated		Education		HMH Books & Media		Consolidated
Core solutions (1)	$	456,335	$	—	$	456,335	$	61,230	$	—	$	61,230
Extensions businesses (2)		477,600		—		477,600
Trade products		—		139,444		139,444
Extensions (2)								101,793		—		101,793
HMH Books & Media products								—		36,736		36,736

Net sales	$	933,935	$	139,444	$	1,073,379	$	163,023	$	36,736	$	199,759

(1)	Comprehensive solutions primarily for reading, math, science and social studies programs.

(2)	Primarily consists of our Heinemann brand, intervention, supplemental, and formative assessment products as well as professional services.

Reconciliation of ~~Segment~~ Adjusted EBITDA to the consolidated statements of operations is as follows:


	Three Months Ended September 30,						Nine Months Ended September 30,						Three Months Ended March 31,
(in thousands)	2018			2017			2018			2017			2019			2018
Total Segment Adjusted EBITDA	$	159,778		$	161,234		$	189,824		$	195,549
Total Adjusted EBITDA													$	(26,506	)	$	(23,661	)
Interest expense		(11,627	)		(10,980	)		(34,035	)		(31,980	)		(11,582	)		(10,936	)
Interest income		277			281			900			641			1,092			506
Depreciation expense		(17,701	)		(17,379	)		(56,457	)		(53,524	)		(16,179	)		(18,445	)
Amortization expense – film asset														(5,012	)		—
Amortization expense		(43,028	)		(49,973	)		(126,761	)		(144,332	)		(47,211	)		(42,577	)
Non-cash charges – stock-compensation		(3,302	)		(2,521	)		(9,363	)		(7,946	)		(3,551	)		(2,893	)
Non-cash charges – (loss) gain on derivative instruments		(249	)		377			(974	)		1,273			(450	)		372
Fees, expenses or charges for equity offerings, debt or acquisitions/dispositions		(150	)		—			(2,256	)		(277	)		(287	)		(182	)
2017 Restructuring Plan		(3,077	)		(1,845	)		(3,077	)		(36,158	)
Severance, separation costs and facility closures		(362	)		(272	)		(6,380	)		(1,155	)		(1,221	)		(3,943	)
Legal reimbursement		—			—			—			4,500
Gain (loss) on sale of assets		—			—			(384	)		—
Loss on sale of assets														—			(884	)

Income (loss) before taxes		80,559			78,922			(48,963	)		(73,409	)
Provision (benefit) for income taxes		(3,349	)		(9,714	)		2,104			10,482
Loss before taxes														(110,907	)		(102,643	)
Provision for income taxes														6,455			3,243

Income (loss) from continuing operations	$	83,908		$	88,636		$	(51,067	)	$	(83,891	)
Loss from continuing operations													$	(117,362	)	$	(105,886	)

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis is intended to facilitate an understanding of our results of operations and financial condition and should be read in conjunction with the interim unaudited consolidated financial statements and the related notes thereto included elsewhere in this Quarterly Report onForm 10-Q and the audited consolidated financial statements and the related notes thereto and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our Annual Report on Form10-K for the year ended December 31, ~~2017,~~2018, which was filed with the Securities Exchange Commission (the “SEC”) on February ~~22, 2018.~~28, 2019. This “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. See “Special Note Regarding Forward-Looking Statements” included elsewhere in this Quarterly Report on Form10-Q.

Overview

We are a global learning company, ~~specializing in education~~committed to delivering integrated solutions ~~across a variety of media, delivering content, services~~that engage learners, empower educators and ~~technology to both educational institutions and consumers, and reaching~~improve student outcomes. We serve over 50 million students and three million teachers in more than 150 countries worldwide. In the United States, we are a leading provider ofK-12 educational content by market share. We believe our long-standing reputation and trusted brand enable us to capitalize on consumer and digital trends in the education market through our existing and developing channels. Furthermore, our trade and reference materials, including adult and children’s fiction andnon-fiction books, have won industry awards such as the Pulitzer Prize, Newbery and Caldecott medals and National Book Award.

Recent Developments

Sale of Clinical and Standardized Testing Business and Discontinued Operations

The sale of the Riverside Business is considered a Discontinued Operation due to its relative size and strategic rationale, and accordingly, all results of the Riverside Business have been removed from continuing operations for all periods presented, including from discussions of total net ~~sales. On the balance sheet, all assets~~sales and ~~liabilities transferring to the acquirer have been classified as Assets Held for Sale or Liabilities Held for Sale.~~other results of operations. The results of the Riverside Business were previously reported in our Education segment.

Key Aspects and Trends of Our Operations

Business Segments

We are organized along two business segments: Education and HMH Books & Media (formerly referred to as Trade ~~Publishing.~~Publishing). Our Education segment is our largest segment and represented approximately 85%, 86% ~~of our total net sales for the year ended December 31, 2017~~ and 87% of our total net sales for ~~each of~~ the years ended December 31, 2018, 2017 and 2016, ~~and 2015.~~respectively. Our ~~Trade Publishing~~HMH Books & Media segment represented approximately 15%, 14% ~~of our total net sales for the year ended December 31, 2017~~ and 13% of our total net sales for ~~each of~~ the years ended December 31, 2018, 2017 and 2016, ~~and 2015.~~respectively. The Corporate and Other category represents certain general overhead costs not fully allocated to the business segments, such as legal, accounting, treasury, human resources and executive functions.

Net Sales

We derive revenue primarily from the sale of print and digital content and instructional materials, trade books, ~~reference materials,~~ multimedia instructional programs, license fees for book rights, content, software and services, consulting and training. We primarily sell to customers in the United States. Our net sales are driven primarily as a function of volume and, to a certain extent, changes in price. Our net sales consist of our billings for products and services, less revenue that will be deferred until future recognition along with the transaction price allocation adjusted to reflect the estimated returns for the arrangement. Deferred revenues primarily derive from online interactive digital content, digital and online learning components along with undelivered work-texts, workbooks and services. The work-texts, workbooks and services are deferred until control is transferred to the customer, which often extends over the life of the contract, and our hosted online and digital content is typically recognized ratably over the life of the contract. The digitalization of education content and delivery is driving a shift in the education market. As theK-12 educational market transitions to purchasing more digital, personalized education solutions, we believe our ability now or in the future to offer embedded assessments, adaptive learning, real-time interaction and student specific personalization of educational content in a platform- and device-agnostic manner will provide new opportunities for growth. An increasing number of schools are utilizing digital content in their classrooms and implementing online or blended learning environments, which is altering the historical mix of print and digital educational materials in the classroom. As a result, our business model includes integrated solutions ~~comprising~~comprised of both print and digital offerings/products to address the needs of the education marketplace. The level of revenues being deferred can fluctuate depending upon the mix of product offering between digital andnon-digital products, the length of programs and the mix of product delivered immediately or over time.

Core curriculum programs, which typically represent the most significant portion of our Education segment net sales, cover curriculum standards in a particularK-12 academic subject and include a comprehensive offering of teacher and student materials required to conduct the class throughout the school year. Products and services in these programs include print and digital offerings for students and a variety of supporting materials such as teacher’s editions, formative assessments, supplemental materials, whole group instruction materials, practice aids, educational games and professional services. The process through which materials and curricula are selected and procured for classroom use varies throughout the United States. Currently, nineteen states, known as adoption states, review and approve new programs usually every six to eight years on a state-wide basis. School districts in those states typically select and purchase materials from the state-approved list. The remaining states are known as open states or open territories. In those states, materials are not reviewed at the state level, and each individual school or school district is free to procure materials at any time, although most follow afive-to-ten year replacement cycle. The student population in adoption states represents ~~over 50%~~approximately 48% of the U.S. elementary and secondaryschool-age population. Some adoption states provide “categorical funding” for instructional materials, which means that those state funds cannot be used for any other purpose. Our core curriculum programs ~~primarily in adoption states,~~ typically have higher deferred sales than other parts of the business. The higher deferred sales are primarily due to the length of time that our programs are being delivered, along with greater component and digital product offerings. A significant portion of our Education segment net sales is dependent upon our ability to maintain residual sales, which are subsequent sales after the year of the original adoption, and our ability to continue to generate new business by developing new programs that meet our customers’ evolving needs. In addition, our market is affected by changes in state curriculum standards, which drive instruction, assessment and accountability in each state. Changes in state curriculum standards require that instructional materials be revised or replaced to align to the new standards, which historically has driven demand for core curriculum programs.

We also derive our Education segment net sales from supplemental products that target struggling learners through comprehensive intervention solutions aimed at raising student achievement by providing solutions that combine technology, content and other educational products, as well as consulting and professional development services. We also offer products targeted at assisting English language learners.

In international markets, we predominantly export and sellK-12 books to premium private schools that utilize the U.S. curriculum, which are located primarily in Asia, the Pacific, the Middle East, Latin America, the Caribbean and Africa. Our international sales team utilizes a global network of distributors in local markets around the world.

Our ~~Trade Publishing~~HMH Books & Media segment sells works of fiction andnon-fiction in the General Interest and Young Reader’s categories, dictionaries and other reference works. While print remains the primary format in which trade books are produced and distributed, the market for trade titles in digital format, primarily~~e-books,~~ ebooks, generally represents approximately 8% to 10% of our annual ~~Trade Publishing~~HMH Books & Media net sales. Further, HMH Books & Media licenses content to other publishers along with media companies.

Factors affecting our net sales include:

Education

state or district per student funding levels;

federal funding levels;

the cyclicality of the purchasing schedule for adoption states;

student enrollments;

adoption of new education standards;

state acceptance of submitted programs and participation rates for accepted programs;

technological advancement and the introduction of new content and products that meet the needs of students, teachers and consumers, including through strategic agreements pertaining to content development and distribution; and

the amount of net sales subject to deferrals which is impacted by the mix of product offering between digital andnon-digital products, the length of programs and the mix of product delivered immediately or over time.

~~Trade Publishing~~HMH Books & Media

consumer spending levels as influenced by various factors, including the U.S. economy and consumer confidence;

the publishing of bestsellers along with obtaining recognized authors;

film and seriestie-ins to our titles that spur sales of current and backlist titles, which are titles that have been on sale for more than a year; and

market growth or contraction.

State or district ~~per student~~per-student funding levels, which closely correlate with state and local receipts from income, sales and property taxes, impact our sales as institutional customers are affected by funding cycles. Most public school districts, the primary customers forK-12 products and services, are largely dependent on state and local funding to purchase materials.

We monitor the purchasing cycles for specific disciplines in the adoption states in order to manage our product development and to plan sales campaigns. Our sales may be materially impacted during the years that major adoption states, such as Florida, California and Texas, are or are not scheduled to make significant purchases. For example, Florida adopted ~~social studies materials in 2016, for purchase in 2017, and adopted~~ Science materials in 2017 for purchase in ~~2018 and~~2018. Texas adopted Math materials in 2018 for purchase in 2019. Texas school districts purchased social studies and high school math materials in 2015 and purchased materials for languages other than English and career and technical education in 2017. The next major adoption in Texas is expected to be Reading/English Language Arts materials ~~which was adopted~~ in 2018 for purchase in 2019. California adopted ~~English Language Arts materials in 2015, with purchases beginning in 2016~~history and ~~continuing through 2018, adopted history~~ social science materials in 2017 for purchase in 2018 and continuing through 2020 and ~~adopting~~adopted Science materials in 2018 for purchase in 2019 and continuing through 2021. Both Florida and Texas, along with several other adoption states, provide dedicated state funding for instructional materials and classroom technology, with funding typically appropriated by the legislature in the first half of the year in which materials are to be purchased. Texas has atwo-year budget cycle, and in the ~~2017~~2018 legislative session appropriated funds for purchases in ~~2017~~2018 and ~~2018.~~2019. California funds instructional materials in part with a dedicated portion of state lottery proceeds and in part out of general formula funds, with the minimum overall level of school funding determined according to the Proposition 98 funding guarantee. We do not currently have contracts with these states for future instructional materials adoptions and there is no guarantee that our programs will be accepted by the ~~state (for example, ourK-8~~ ~~social science materials were not adopted in California in 2017).~~state.

Long-term growth in the U.S.K-12 market is positively correlated with student enrollments, which is a driver of growth in the educational publishing industry. Although economic cycles may affect short-term buying patterns, school enrollments are highly predictable and are expected to trend upward over the longer term. From 2015 to 2027, total public school enrollment, a major long-term driver of growth in theK-12 Education market, is projected to increase by 3% to 52.1 million students, according to the National Center for Education Statistics.

~~The digitalization of education content and delivery is also driving a shift in the education market.~~ As theK-12 educational market ~~transitions to purchasing~~purchases more digital solutions, we believe our ability to offer embedded assessments, adaptive learning, real-time interaction and student specific personalized learning and educational content in a platform- and device-agnostic manner will provide new opportunities for growth.

Our ~~Trade Publishing~~HMH Books & Media segment is heavily influenced by the U.S. and broader global economy, consumer confidence and consumer spending. As the economy continues to recover, both consumer confidence and consumer spending have increased.

While print remains the primary format in which trade books are produced and distributed, the market for trade titles in digital format, primarily~~e-books,~~ ebooks, has developed ~~over~~in the ~~past several years,~~recent decade, as the industry evolved to embrace new technologies for developing, producing, marketing and distributing trade works. We continue to focus on the development of innovative new digital products which capitalize on our strong content, our digital expertise and the consumer demand for these products.

In the ~~Trade Publishing~~HMH Books & Media segment, annual results can be driven by bestselling trade titles. Furthermore, backlist titles can experience resurgence in sales when made into films or series. In the past years, a number of our backlist titles such asThe Hobbit,The Lord of the Rings,Life of Pi,The Handmaid’s Tale,The Polar Express, The Giver andThe Time Traveler’s Wife have benefited in popularity due to movie or series releases and have subsequently resulted in increased trade sales.

We employ several pricing models to serve various customer segments, including institutions, government agencies, consumers and other third parties. In addition to traditional pricing models where a customer receives a product in return for a payment at the time of product receipt, we currently use the following pricing models:

Pay-up-front: Customer makes a fixed payment at time of purchase and we provide a specific product/service in return;

Pre-pay Subscription: Customer makes aone-time payment at time of purchase, but receives a stream of goods/services over a defined time horizon; for example, we currently provide customers the option to purchase a multi-year subscription to textbooks where for aone-time charge, a new copy of the work text is delivered to the customer each year for a defined time period.Pre-pay subscriptions to online textbooks are another example where the customer receives access to an online book for a specific period of time; and

Pay-as-you-go Subscription: Similar to thepre-pay subscription, except that the customer makes periodic payments in apre-described manner.

Cost of sales, excluding publishing rights andpre-publication amortization

Cost of sales, excluding publishing rights andpre-publication amortization, include expenses directly attributable to the production of our products and services, including thenon-capitalizable costs associated with our content and platform development group. The expenses within cost of sales include variable costs such as paper, printing and binding costs of our print materials, royalty

expenses paid to our authors, gratis costs or products provided at no charge as part of the sales transaction, and inventory obsolescence. Also included in cost of sales are labor costs related to professional services and thenon-capitalized costs associated with our content and platform development group. We also include amortization expense associated with our customer-facing software platforms. Certain products such as trade books and products associated with our renowned authors carry higher royalty costs; conversely, digital offerings usually have a lower cost of sales due to lower costs associated with their production. Also, sales to adoption states usually contain higher cost of sales. A change in the sales mix of our products or services can impact consolidated profitability.

Publishing rights andPre-publication amortization

A publishing right is an acquired right that allows us to publish and republish existing and future works as well as create new works based on previously published materials. As part of our March 9, 2010 restructuring, we recorded an intangible asset for publishing rights and amortize such asset on an accelerated basis over the useful lives of the various copyrights involved. This amortization will continue to decrease approximately 25% annually through March of 2023.

We capitalize the art, prepress, manuscript and other costs incurred in the creation of the master copy of our content, known as thepre-publication costs.Pre-publication costs are primarily amortized from the year of sale over five years using thesum-of-the-years-digits method, which is an accelerated method for calculating an asset’s amortization. Under this method, the amortization expense recorded for apre-publication cost asset is approximately 33% (year 1), 27% (year 2), 20% (year 3), 13% (year 4) and 7% (year 5). We utilize this policy for allpre-publication costs, except with respect to our ~~Trade Publishing~~HMH Books & Media segment’s consumer books, for which we generally expense such costs as incurred and the acquired content of our 2015 acquisition, which we amortize over 7 years using an accelerated amortization method. The amortization methods and periods chosen best reflect the pattern of expected sales generated from individual titles or programs. We periodically evaluate the remaining lives and recoverability of capitalizedpre-publication costs, which are often dependent upon program acceptance by state adoption authorities.

Selling and administrative expenses

Our selling and administrative expenses include the salaries, benefits and related costs of employees engaged in sales and marketing, fulfillment and administrative functions. Also included within selling and administrative ~~costs~~expenses are variable costs such as commission expense, outbound transportation costs (approximately $3.8 million for the three months ended March 31, 2019) and depository fees, which are fees paid to state-mandated depositories that fulfill centralized ordering and warehousing functions for specific states. Additionally, significant fixed and discretionary costs include facilities, telecommunications, professional fees, promotions, sampling and ~~advertising.~~advertising, along with depreciation.

Other intangible asset amortization

Our other intangible asset amortization expense primarily includes the amortization of acquired intangible assets consisting of tradenames, customer relationships, content rights and licenses. The tradenames, customer relationships, content rights and licenses are amortized over varying periods of 6 to 25 years. The expense for the ~~nine~~three months ended ~~September 30, 2018~~March 31, 2019 was ~~$20.2~~$6.5 million.

Interest expense

Our interest expense includes interest accrued on our term loan facility along with, to a lesser extent, our revolving credit facility, capital leases, the amortization of any deferred financing fees and loan discounts, and payments in connection with interest rate hedging agreements. Our interest expense for the ~~nine~~three months ended ~~September 30, 2018~~March 31, 2019 was ~~$34.0~~$11.6 million.

Results of Operations

Consolidated Operating Results for the Three Months Ended ~~September 30,~~March 31, 2019 and 2018 ~~and 2017~~


(dollars in thousands)	For the Three Months Ended September 30, 2018			For the Three Months Ended September 30, 2017			Dollar Change			Percent Change			For the Three Months Ended March 31, 2019			For the Three Months Ended March 31, 2018			Dollar Change			Percent Change
Net sales	$	516,255		$	516,206		$	49			0.0	%	$	194,635		$	199,759		$	(5,124	)		(2.6	)%
Costs and expenses:
Cost of sales, excluding publishing rights andpre-publication amortization		201,748			202,053			(305	)		(0.2	)%		96,055			99,733			(3,678	)		(3.7	)%
Publishing rights amortization		8,238			10,987			(2,749	)		(25.0	)%		7,605			10,090			(2,485	)		(24.6	)%
Pre-publication amortization		28,094			32,113			(4,019	)		(12.5	)%		33,082			25,621			7,461			29.1	%

Cost of sales		238,080			245,153			(7,073	)		(2.9	)%		136,742			135,444			1,298			1.0	%
Selling and administrative		176,202			173,690			2,512			1.5	%		151,983			145,527			6,456			4.4	%
Other intangible assets amortization		6,696			6,873			(177	)		(2.6	)%		6,524			6,866			(342	)		(5.0	)%
Restructuring		3,077			1,845			1,232			66.8	%
Severance and other charges		362			272			90			33.1	%		1,221			3,943			(2,722	)		(69.0	)%
Loss on sale of assets														—			884			(884	)		NM

Operating income		91,838			88,373			3,465			3.9	%
Operating loss														(101,835	)		(92,905	)		(8,930	)		(9.6	)%

Other income (expense):
Retirement benefitsnon-service income		320			871			(551	)		(63.3	)%		42			320			(278	)		(86.9	)%
Interest expense		(11,627	)		(10,980	)		(647	)		(5.9	)%		(11,582	)		(10,936	)		(646	)		(5.9	)%
Interest income		277			281			(4	)		(1.4	)%		1,092			506			586			NM
Change in fair value of derivative instruments		(249	)		377			(626	)		NM			(450	)		372			(822	)		NM
Income from transition services agreement														1,826			—			1,826			NM

Income from continuing operations before taxes		80,559			78,922			1,637			2.1	%
Income tax benefit		(3,349	)		(9,714	)		6,365			65.5	%
Loss from continuing operations before taxes														(110,907	)		(102,643	)		(8,264	)		(8.1	)%
Income tax expense														6,455			3,243			3,212			99.0	%

Income from continuing operations	$	83,908		$	88,636		$	(4,728	)		(5.3	)%
Loss from continuing operations													$	(117,362	)	$	(105,886	)	$	(11,476	)		(10.8	)%

Income from discontinued operations, net tax		2,441			1,870			571			30.5	%		—			4,575			(4,575	)		NM

Net income	$	86,349		$	90,506		$	(4,157	)		(4.6	)%
Net loss													$	(117,362	)	$	(101,311	)	$	(16,051	)		(15.8	)%

NM = not meaningful

Net sales for the three months ended ~~September 30, 2018 slightly increased~~March 31, 2019 decreased $5.1 million, or 2.6%, from ~~$516.2~~$199.8 million for the same period in ~~2017~~2018 to ~~$516.3~~$194.6 million. The net sales ~~increase~~decrease was driven by a ~~$15.5 million increase in our Trade Publishing segment offset by a $15.4~~$9.2 million decrease in our Education ~~segment. Within our Trade Publishing~~ segment ~~the increase was primarily due to licensing income driven~~offset by a ~~new agreement pertaining to~~$4.1 million increase in our ~~classic backlist titles~~~~1984~~~~and~~~~Animal Farm~~.HMH Books & Media segment. Within our Education segment, the decrease was primarily due to lower net sales from Core Solutions, which declined by ~~$34.0~~$9.0 million from ~~$277.0~~$61.0 million in ~~2017~~2018 to ~~$243.0~~$52.0 million. The primary drivers of the decrease in Core Solutions sales were decreases in residual net sales and net sales relating to disciplines reaching the end of their product lifecycle ~~that are~~as customers await new product offerings later this year. Further, a large international reseller order which was shipped in the first quarter of 2018 is scheduled to ~~be replaced next year with newer programs. Partially offsetting~~ship in the ~~decrease~~second quarter of the current year. Our net sales in ~~our Core Solutions sales was an increase in sales from our~~ Extensions, ~~businesses,~~ which primarily consist of our Heinemann brand, intervention and supplemental products as well as professional services. Extensions businesses net sales for the current period increased $19.0 million from $188.0 million in 2017 to $207.0 million in 2018 primarily driven by higher Heinemann net sales. The primary driver of theservices, had a slight increase ~~in our~~year over year. Heinemann net sales ~~was~~continued to grow driven by sales of theFountas & Pinnell Classroom andCalkins products. Such net sales were partially offset within Extensions by lower intervention and supplemental product ~~and additional product launches during~~sales. Within our HMH Books & Media segment, the ~~quarter.~~increase in net sales was due to $5.7 million of licensing revenue attributed to theCarmen Sandiego series on Netflix.

Operating ~~income~~loss for the three months ended ~~September 30, 2018 increased slightly~~March 31, 2019 changed unfavorably from a loss of $92.9 million for the same period in ~~2017,~~2018 to a loss of $101.8 million, due primarily to the following:

A ~~$6.9~~$6.5 million ~~reduction~~increase in selling and administrative expenses, primarily due to higher net labor costs of $5.3 million, mainly attributable to planned merit increases, along with higher stock compensation expense, incentive compensation as well as higher employee benefit and medical expenses. Further, there was an increase of variable expenses such as an increase in samples of $1.6 million due to timing of adoptions, an increase in commissions of $1.4 million due to product mix, and an increase of $1.4 million in travel and entertainment. Partially offsetting the increase in selling and administrative expenses was lower depreciation expense of $1.7 million and cost savings from the auto lease program of $1.6 million, and

A $4.6 million increase in net amortization expense related to publishing rights,pre-publication and other intangible assets, primarily due to an increase inpre-publication amortization attributed to the timing of 2019 major product releases partially offset by our use of accelerated amortization methods for publishing rights amortization ~~along with a decline~~and certain other intangible assets becoming fully amortized, and

A $5.1 million decrease in~~pre-publication~~ ~~amortization attributed to the timing of product releases, and~~ net sales,

~~Our~~Partially offset by a $3.7 million decrease in our cost of sales, excluding publishing rights andpre-publication amortization, ~~decreased $0.3 million~~ which is attributed to lower volume and a slight favorable change in profitability due to our product mix of net sales,

~~Partially offset by a $2.5~~A $2.7 million ~~increase~~decrease in ~~selling~~severance and ~~administrative costs, primarily~~other charges due to ~~variable expenses such as commissions attributable to~~reduced reductions in force, and

A $0.9 million loss on sale of assets associated with the ~~Heinemann billings, and depository fees driven by geographic sales mix, which were $2.2 million higher~~divestiture of certainnon-core products in the ~~current period. Additionally, there were higher net labor costs~~first quarter of $2.0 million, primarily attributed to higher employee benefit and medical expenses as well as planned merit increases partially offset by labor savings taken under the 2017 Restructuring Plan. Offsetting the increase in selling and administrative costs was a decrease in IT expenses of $1.4 million relating to maintenance contracts, hardware and telecommunications and

~~A $1.2 million increase in our 2017 Restructuring Plan associated with real estate reserve costs.~~2018.

Retirement benefitsnon-service income for the three months ended ~~September 30, 2018~~March 31, 2019 changed unfavorably by ~~$0.6~~$0.3 million due to the lowering of the expected return on plan assets assumption and greater interest costs in the calculation of net periodic benefit cost in ~~2018.~~2019.

Interest expense for the three months ended ~~September 30, 2018~~March 31, 2019 increased $0.6 million from ~~$11.0~~$10.9 million for the same period in ~~2017~~2018 to $11.6 million, primarily due to an increase in interest on the term loan facility of $1.6 million due to an increase in variable interest rates, ~~and an increase in interest on the revolving credit facility of $0.1 million in the current period,~~ offset by a reduction of $0.9 million of net settlement payments on our interest rate derivative instruments during the current period.

Interest income for the three months ended ~~September 30, 2018 decreased slightly~~March 31, 2019 increased $0.6 from the same period in ~~2017~~2018 primarily due to ~~lower~~higher short-term ~~investments.~~investments in 2019.

Change in fair value of derivative instruments for the three months ended ~~September 30, 2018~~March 31, 2019, unfavorably changed by ~~$0.6~~$0.8 million from a gain of $0.4 million in ~~the same period in 2017~~2018 to a loss of ~~$0.2~~$0.4 million in ~~2018.~~2019. The change in fair value of derivative instruments was related to foreign exchange forward contracts executed on the Euro that were unfavorably impacted by the stronger U.S. dollar against the Euro.

Income ~~tax benefit~~from transition services agreementfor the three months ended ~~September 30, 2018 decreased $6.4~~March 31, 2019 was $1.8 million and was related to transition service fees under the transition services agreement with the purchaser of the Riverside Business whereby we provide certain support functions for a period of up to 18 months from the disposition date in the fourth quarter of 2018.

Income tax expense for the three months ended March 31, 2019 increased $3.2 million, from ~~a benefit~~an expense of ~~$9.7~~$3.2 million for the same period in ~~2017,~~2018, to ~~a benefit~~an expense of ~~$3.3~~$6.5 million in ~~2018.~~2019. For ~~2018,~~2019, our annual effective tax rate, exclusive of discrete items used to calculate the tax provision, is expected to be approximately ~~(3.8)~~(4.9)%, which is primarily related to the Tax Cuts and Jobs Act of 2017 (“2017 Tax Act”) resulting in a lower annual effective tax rate and our ability to utilize indefinite-lived deferred tax liabilities as a source of future taxable income in our assessment of realization of deferred tax assets.. For ~~2017,~~2018, our effective annual tax rate exclusive of discrete items was ~~estimated to be (14.3)~~(3.8)%. For both periods income tax expense was primarily attributed to the movement in the deferred tax liability associated with tax amortization on indefinite-lived intangibles, ~~and~~ state and foreign ~~taxes. For both periods, the income tax expense was impacted by certain discrete tax items including the accrual of potential interest and penalties on uncertain tax positions.~~

~~Consolidated Operating Results for the Nine Months Ended September 30, 2018 and 2017~~

(dollars in thousands)    For the Nine
Months Ended
September 30,
2018    For the Nine
Months Ended
September 30,
2017    Dollar
Change    Percent
Change
Net sales
   $ 1,073,379    $ 1,093,284    $ (19,905 )    (1.8 )%
Costs and expenses:

Cost of sales, excluding publishing rights andpre-publication amortization
   461,539    470,721    (9,182 )    (2.0 )%
Publishing rights amortization
   26,476    35,252    (8,776 )    (24.9 )%
Pre-publication amortization
   80,047    86,753    (6,706 )    (7.7 )%








Cost of sales
   568,062    592,726    (24,664 )    (4.2 )%
Selling and administrative
   491,052    486,876    4,176    0.9 %
Other intangible assets amortization
   20,238    22,327    (2,089 )    (9.4 )%
Restructuring
   3,077    36,158    (33,081 )    (91.5 )%
Severance and other charges
   6,380    1,155    5,225    NM
Loss on sale of assets
   384    —      384    NM








Operating loss
   (15,814 )    (45,958 )    30,144    65.6 %








Other income (expense):

Retirement benefitsnon-service income
   960    2,615    (1,655 )    (63.3 )%
Interest expense
   (34,035 )    (31,980 )    (2,055 )    (6.4 )%
Interest income
   900    641    259    40.4 %
Change in fair value of derivative instruments
   (974 )    1,273    (2,247 )    NM








Loss from continuing operations before taxes
   (48,963 )    (73,409 )    24,446    33.3 %
Income tax expense
   2,104    10,482    (8,378 )    (80.0 )%








Net loss from continuing operations
   $ (51,067 )    $ (83,891 )    $ 32,824    39.1 %








Income from discontinued operations, net tax
   12,833    6,872    5,961    86.7 %








Net loss
   $ (38,234 )    $ (77,019 )    $ 38,785    50.4 %

~~NM = not meaningful~~

~~Net sales~~ for the nine months ended September 30, 2018 decreased $19.9 million, or 1.8%, from $1,093.3 million for the same period in 2017 to $1,073.4 million. The net sales decrease was driven by a $29.2 million decrease in our Education segment, partially offset by a $9.3 million increase in our Trade Publishing segment. Within our Education segment the net sales decrease was primarily due to lower net sales from Core Solutions, which declined by $63.0 million from $519.0 million in 2017 to $456.0 million. The primary drivers of the decrease in Core Solutions sales were decreases in sales relating to disciplines reaching the end of their product lifecycle that are scheduled to be replaced next year with newer programs. Net sales within our science discipline, which is a new program, increased year over year offsetting some of the older program declines. Also contributing to the decline in Core Solutions sales was the~~non-recurrence~~ ~~of the $5.0 millionone-time~~ fee we recognized in 2017 in connection with the expiration of a distribution agreement. Partially offsetting the decrease in our Core Solutions sales was an increase in sales from our Extensions businesses, which primarily consist of our Heinemann brand, intervention and supplemental productstaxes as well as ~~professional services. Extensions businesses net sales for~~ the ~~current period increased $34.0 million from $444.0 million in 2017 to $478.0 million in 2018 primarily driven by higher Heinemann net sales. The primary driver~~impact of ~~the increase in our Heinemann net sales was sales of the~~~~Fountas~~ ~~& Pinnell Classroom~~ product, which was introduced in the third quarter of 2017 and additional product launches during the third quarter of 2018. Within our Trade Publishing segment, the increase was primarily due to licensing income driven by a new agreement pertaining to our classic backlist titles~~1984and~~~~Animal Farm~~~~. The increase was partially offset by a decrease in ebook sales.~~

~~Operating loss~~ ~~for the nine months ended September 30, 2018 improved by $30.1 million from a loss of $46.0 million for the same period in 2017 to a loss of $15.8 million, due primarily to the following:~~

~~A $33.1 million lower charge in 2017 associated with our 2017 Restructuring Plan, which was substantially completed prior to 2018,~~

~~A $17.6 million reduction in amortization expense related to publishing rights,pre-publication~~ ~~and other intangible assets, primarily due to our use of accelerated amortization methods for publishing rights amortization along with a decline inpre-publication~~ ~~amortization attributed to the timing of product releases,~~

~~Our cost of sales, excluding publishing rights andpre-publication~~ ~~amortization, decreased $9.2 million of which $8.6 million is attributed to lower sales volume,~~

~~Lower net sales of $19.9 million,~~

A $5.2 million increase in severance and other charges as the majority of such expenses during the 2017 period were in connection with our 2017 Restructuring Plan and were included within the restructuring line item,

A $4.2 million increase in selling and administrative costs, due to higher depreciation expense of $3.3 million as a result of our increased investment in business systems and infrastructure; an increase in professional fees of $2.6 million in 2018 which related to a $4.5 million~~non-recurring~~ insurance reimbursement received in 2017; an increase in discretionary costs of $2.3 million related to travel and entertainment, promotion and an increase in commissions and depository fees of $2.8 million. Offsetting the increase in selling and administrative costs was lower IT expenses of $4.1 million relating to maintenance contracts, hardware and telecommunications. Further, there were lower net labor costs and other fixed costs due to actions taken under the 2017 Restructuring Plan partially offset by higher employee benefit and medical expenses as well as planned merit increases, and

~~A $0.4 million net loss on the sale of assets associated with the divestiture of certainnon-core~~ ~~products and intellectual property during the nine months ended September 30, 2018.~~

~~Retirement benefitsnon-service~~ ~~income~~ for the nine months ended September 30, 2018 changed unfavorably by $1.7 million due to the lowering of the expected return on plan assets assumption in the calculation of net periodic benefit cost in 2018.

~~Interest expense~~ for the nine months ended September 30, 2018 increased $2.0 million from $32.0 million for the same period in 2017 to $34.0 million, primarily due to an increase in interest on the term loan facility of $4.2 million due to an increase in variable interest rates and an increase in interest on the revolving credit facility of $0.2 million in the current period, offset by a reduction of $2.4 million of net settlement payments on our interest rate derivative instruments during the current period.

~~Interest income~~ ~~for the nine months ended September 30, 2018 increased $0.3 million from $0.6 million for the same period in 2017 to $0.9 million, primarily due to increases in interest rates on our investments.~~

~~Change in fair value of derivative instruments~~ for the nine months ended September 30, 2018 unfavorably changed by $2.2 million from a gain of $1.3 million in the same period in 2017 to a loss of $1.0 million in 2018. The change in fair value of derivative instruments was related to foreign exchange forward contracts executed on the Euro that were unfavorably impacted by the stronger U.S. dollar against the Euro.

~~Income tax expense~~for the nine months ended September 30, 2018 decreased $8.4 million, from an expense of $10.5 million for the same period in 2017, to an expense of $2.1 million in 2018. For 2018, our annual effective tax rate, exclusive of discrete items used to calculate the tax provision, is expected to be approximately (3.8)%, which is primarily related to the 2017 Tax Act resulting in a lower annual effective tax rate and our ability to utilize indefinite-lived deferred tax liabilities as a source of future taxable income in our assessment of realization of deferred tax assets. For 2017, our effective annual tax rate was estimated to be (14.3)% primarily attributed to the movement in the deferred tax liability associated with tax amortization on indefinite-lived intangibles, and state and foreign taxes. For both periods, the income tax expense was impacted by certain discrete tax items including the accrual of potential interest and penalties on uncertain tax positions.

Adjusted EBITDA From Continuing Operations

To supplement our financial statements presented in accordance with GAAP, we have presented Adjusted EBITDA from continuing operations, which is not prepared in accordance with GAAP. This information should be considered as supplemental in nature and should not be considered in isolation or as a substitute for the related financial information prepared in accordance with GAAP. Management believes that the presentation of Adjusted EBITDA provides useful information to investors regarding our results of operations because it assists both investors and management in analyzing and benchmarking the performance and value of our business. Adjusted EBITDA provides an indicator of general economic performance that is not affected by debt restructurings, fluctuations in interest rates or effective tax rates,non-cash charges, or levels of depreciation or amortization along with costs such as severance, separation and facility closure costs, acquisition/disposition-related activity costs, restructuring costs and integration costs. Accordingly, our management believes that this measurement is useful for comparing general operating performance from period to period. In addition, targets in Adjusted EBITDA (further adjusted to include changes in deferred revenue) are used as performance measures to determine certain compensation of management, and Adjusted EBITDA is used as the base for calculations relating to incurrence covenants in our debt agreements. Other companies may define Adjusted EBITDA differently and, as a result, our measure of Adjusted EBITDA may not be directly comparable to Adjusted EBITDA of other companies. Although we use Adjusted EBITDA as a financial measure to assess the performance of our business, the use of Adjusted EBITDA is limited because it does not include certain material costs, such as interest and taxes, necessary to operate our business. Adjusted EBITDA should be considered in addition to, and not as a substitute for, net loss/income in accordance with GAAP as a measure of performance. Adjusted EBITDA is not intended to be a measure of liquidity or free cash flow for discretionary use. You are cautioned not to place undue reliance on Adjusted EBITDA.

Below is a reconciliation of our net loss to Adjusted EBITDA from continuing operations for the three ~~and nine~~ months ended ~~September 30, 2018~~March 31, 2019 and ~~2017:~~2018:


	Three Months Ended September 30,						Nine Months Ended September 30,						Three Months Ended March 31,
	2018			2017			2018			2017			2019			2018
Net income (loss) from continuing operations	$	83,908		$	88,636		$	(51,067	)	$	(83,891	)
Net loss from continuing operations													$	(117,362	)	$	(105,886	)
Interest expense		11,627			10,980			34,035			31,980			11,582			10,936
Interest income		(277	)		(281	)		(900	)		(641	)		(1,092	)		(506	)
Provision (benefit) for income taxes		(3,349	)		(9,714	)		2,104			10,482
Provision for income taxes														6,455			3,243
Depreciation expense		17,701			17,379			56,457			53,524			16,179			18,445
Amortization expense – film asset														5,012			—
Amortization expense		43,028			49,973			126,761			144,332			47,211			42,577
Non-cash charges – stock compensation		3,302			2,521			9,363			7,946			3,551			2,893
Non-cash charges – loss (gain) on derivative instrument		249			(377	)		974			(1,273	)		450			(372	)
Fees, expenses or charges for equity offerings, debt or acquisitions/dispositions		150			—			2,256			277			287			182
2017 Restructuring Plan		3,077			1,845			3,077			36,158
Severance, separation costs and facility closures		362			272			6,380			1,155			1,221			3,943
Legal reimbursement		—			—			—			(4,500	)
(Gain) loss on sale of assets		—			—			384			—
Loss on sale of assets														—			884

Adjusted EBITDA from continuing operations	$	159,778		$	161,234		$	189,824		$	195,549		$	(26,506	)	$	(23,661	)

Segment Operating Results

Results of ~~Operations—~~Operations – Comparing Three Months Ended ~~September 30,~~March 31, 2019 and 2018 ~~and 2017~~

Education


	Three Months Ended September 30,						Dollar Change			Percent Change			Three Months Ended March 31,						Dollar Change			Percent Change
	2018			2017			Dollar Change			Percent Change			2019			2018			Dollar Change			Percent Change
Net sales	$	449,636		$	465,017		$	(15,381	)		(3.3	)%	$	153,844		$	163,023		$	(9,179	)		(5.6	)%
Costs and expenses:
Cost of sales, excluding publishing rights andpre-publication amortization		163,991			171,967			(7,976	)		(4.6	)%		66,983			74,460			(7,477	)		(10.0	)%
Publishing rights amortization		6,598			9,148			(2,550	)		(27.9	)%		6,042			8,338			(2,296	)		(27.5	)%
Pre-publication amortization		28,008			32,013			(4,005	)		(12.5	)%		32,969			25,552			7,417			29.0	%

Cost of sales		198,597			213,128			(14,531	)		(6.8	)%		105,994			108,350			(2,356	)		(2.2	)%
Selling and administrative		143,203			136,361			6,842			5.0	%		119,402			114,098			5,304			4.6	%
Other intangible asset amortization		5,214			5,423			(209	)		(3.9	)%		5,018			5,384			(366	)		(6.8	)%
Loss on sale of assets														—			884			(884	)		NM

Operating income from continuing operations		102,622			110,105			(7,483	)		(6.8	)%
Operating loss from continuing operations														(76,570	)		(65,693	)		(10,877	)		(16.6	)%

Net loss from continuing operations													$	(76,570	)	$	(65,693	)	$	(10,877	)		(16.6	)%

Net income from continuing operations	$	102,622		$	110,105		$	(7,483	)		(6.8	)%

Adjustments from net income from continuing operations to Education segment Adjusted EBITDA
Adjustments from net loss from continuing operations to Education segment Adjusted EBITDA
Depreciation expense	$	12,462		$	11,631		$	831			7.1	%	$	11,576		$	13,833		$	(2,257	)		(16.3	)%
Amortization expense		39,820			46,583			(6,763	)		(14.5	)%		44,029			39,274			4,755			12.1	%
Loss on sale of assets														—			884			(884	)		NM

Education segment Adjusted EBITDA	$	154,902		$	168,319		$	(13,417	)		(8.0	)%	$	(20,965	)	$	(11,702	)	$	(9,263	)		(79.2	)%

Education segment Adjusted EBITDA as a % of net sales		34.5	%		36.2	%

NM = not meaningful

Our Education segment net sales for the three months ended ~~September 30, 2018~~March 31, 2019 decreased ~~$15.4~~$9.2 million, or ~~3.3%~~5.6%, from ~~$465.0~~$163.0 million for the same period in ~~2017~~2018 to ~~$449.6~~$153.8 million. The decrease was primarily due to lower net sales from Core Solutions, which declined by ~~$34.0~~$9.0 million from ~~$277.0~~$61.0 million in ~~2017~~2018 to ~~$243.0~~$52.0 million. The primary drivers of the decrease in Core Solutions net sales were decreases in residual net sales and net sales relating to disciplines reaching the end of their product lifecycle ~~that are~~as customers await new product offerings later this year. Further, a large international reseller order which was shipped in the first quarter of 2018 is scheduled to ~~be replaced next year with newer programs. Partially offsetting~~ship in the ~~decrease~~second quarter of the current year. Our net sales in ~~our Core Solutions sales was an increase in sales from our~~ Extensions, ~~businesses,~~ which primarily consist of our Heinemann brand, intervention and supplemental products as well as professional services. Extensions businesses net sales for the current period increased $19.0 million from $188.0 million in 2017 to $207.0 million in 2018 primarily driven by higher Heinemann net sales. The primary driver of theservices, had a slight increase ~~in our~~year over year. Heinemann net sales ~~was~~continued to grow driven by sales of theFountas & Pinnell Classroom andCalkins products. Such net sales were largely offset within Extensions by lower intervention and supplemental product ~~which was introduced in the third quarter of 2017 and additional product launches during the quarter.~~sales.

Our Education segment cost of sales for the three months ended ~~September 30, 2018~~March 31, 2019 decreased ~~$14.5~~$2.4 million, or ~~6.8%~~2.2%, from ~~$213.1~~$108.3 million for the same period in ~~2017~~2018 to ~~$198.6~~$106.0 million. ~~Publishing rights andpre-publication~~ ~~amortization decreased by $6.6 million from the same period in 2017 primarily due a decline inpre-publication~~ ~~amortization attributed to the timing of product releases along with our use of accelerated amortization methods for publishing rights amortization.~~ Our cost of sales, excluding publishing rights andpre-publication amortization, decreased ~~$8.0~~$7.5 million from ~~$172.0~~$74.5 million in ~~2017~~2018 to ~~$164.0~~$67.0 million of which $4.2 million is attributed to lower sales volume coupled with $3.3 million of improved profitability as our cost of sales excluding publishing rights andpre-publication amortization, as a percentage of sales, decreased to 43.5% from 45.7%, primarily due to product mix.Pre-publication amortization increased by $7.4 million from the same period in 2018 primarily due to ~~lower sales volume and,~~the timing of product releases partially offset by a $2.3 million decrease in publishing rights amortization attributed to ~~a lesser extent, to favorability in profitability due to product mix~~our use of ~~net sales.~~accelerated amortization methods.

Our Education segment selling and administrative expense for the three months ended ~~September 30, 2018~~March 31, 2019 increased ~~$6.8~~$5.3 million, or ~~5.0%~~4.6%, from ~~$136.4~~$114.1 million for the same period in ~~2017~~2018 to ~~$143.2 million primarily due~~$119.4 million. The increase was driven by higher net labor costs attributed to planned merit increases, increased incentive compensation as well as higher employee benefit and medical expenses. Further, there was an increase in variable expenses such as samples and increases in commissions and ~~depository fees along with an~~travel and entertainment. Offsetting the increase in ~~promotion~~selling and ~~advertising and labor costs.~~administrative expenses was cost savings from the auto lease program.

Our Education segment other intangible asset amortization expense for the three months ended ~~September 30, 2018~~March 31, 2019 decreased ~~$0.2~~$0.4 million, or ~~3.9%~~6.8%, from the same period in ~~2017,~~2018, which was due to ~~certain intangible assets becoming fully amortized in the middle~~our use of ~~2017.~~accelerated amortization methods.

Our Education segment Adjusted EBITDA for the three months ended ~~September 30, 2018~~March 31, 2019 decreased ~~$13.4~~$9.3 million, ~~or 8.0%,~~ from ~~$168.3~~a loss of $11.7 million for the same period in 2017 to $154.9 million in 2018. Our Education segment Adjusted EBITDA excludes depreciation and amortization. The decrease is due to the identified factors impacting net sales, cost of sales and selling and administrative expenses after removing those items not included in Education segment Adjusted EBITDA. Education segment Adjusted EBITDA as a percentage of net sales was 34.5% and 36.2% for the three months ended September 30, 2018 ~~and 2017, respectively.~~

~~Trade Publishing~~

   Three Months Ended
September 30, Dollar
Change    Percent
Change
   2018 2017
Net sales
   $ 66,619 $ 51,189 $ 15,430    30.1 %
Costs and expenses:

Cost of sales, excluding publishing rights andpre-publication amortization
   37,757 30,086 7,671    25.5 %
Publishing rights amortization
   1,640 1,839 (199 )    (10.9 )%
Pre-publication amortization
   86 100 (14 )    (14.0 )%




Cost of sales
   39,483 32,025 7,458    23.3 %
Selling and administrative
   13,524 14,636 (1,112 )    (7.6 )%
Other intangible asset amortization
   1,482 1,450 32    2.2 %




Operating income
   12,130 3,078 9,052    NM




Net income
   $ 12,130 $ 3,078 $ 9,052    NM




Adjustments from net income to Trade Publishing segment Adjusted EBITDA

Depreciation expense
   $ 148 $ 100 $ 48    48.0 %
Amortization expense
   3,208 3,390 (182 )    (5.4 )%




Trade Publishing segment Adjusted EBITDA
   $ 15,486 $ 6,568 $ 8,918    NM




Trade Publishing segment Adjusted EBITDA as a % of net sales
   23.2 % 12.8 %

~~NM = not meaningful~~

Our Trade Publishing segment net sales for the three months ended September 30, 2018 increased $15.4 million, or 30.1%, from $51.2 million for the same period in 2017 to $66.6 million. The increase was primarily due to licensing income driven by a new agreement pertaining to our classic backlist titles~~1984and~~~~Animal Farm~~~~. Further, the quarter benefited from frontlist sales of the latest edition to the Tolkien anthology~~~~Fall of Gandolin~~~~and~~~~Instant Pot Miracle~~~~along with net sales of the backlist title~~~~Beautiful Boy,~~ ~~which benefited from the release of the movie. Partially offsetting the aforementioned was a decrease in ebook sales.~~

Our Trade Publishing segment cost of sales for the three months ended September 30, 2018 increased $7.5 million, or 23.4%, from $32.0 million for the same period in 2017 to $39.5 million. The majority of the increase was driven by our cost of sales, excluding publishing rights and~~pre-publication~~ ~~amortization, which increased $7.7 million of which $9.1 million was due to higher sales volume. Our cost of sales, excluding publishing rights andpre-publication~~ ~~amortization as a percentage of net sales decreased to 56.7% from 58.8%, resulting in $1.4 million of favorable profitability due to product mix.~~

Our Trade Publishing segment selling and administrative expense for the three months ended September 30, 2018 decreased $1.1 million, or 7.6%, from $14.6 million for the same period in 2017 to $13.5 million. The decrease was primarily due to a reduction of labor related costs and lower marketing and promotion costs.

~~Our Trade Publishing segment other intangible asset amortization expense for the three months ended September 30, 2018 increased slightly from the same period in 2017.~~

Our Trade Publishing segment Adjusted EBITDA for the three months ended September 30, 2018 changed favorably from $6.6 million for the same period in 2017 to $15.5 million. Our Trade Publishing segment Adjusted EBITDA excludes depreciation and amortization costs. Our Trade Publishing segment Adjusted EBITDA as a percentage of net sales was 23.2% for the three months ended September 30, 2018, which was an favorable change from 12.8% for the same period in 2017 due to the identified factors impacting net sales, cost of sales and selling and administrative expenses after removing those items not included in Trade Publishing segment Adjusted EBITDA.

~~Corporate and Other~~

   Three Months Ended
September 30,    Dollar
Change    Percent
Change
   2018    2017
Net sales
   $ —      $ —      $ —      NM
Costs and expenses:

Cost of sales, excluding publishing rights andpre-publication amortization
   —      —      —      NM
Publishing rights amortization
   —      —      —      NM
Pre-publication amortization
   —      —      —      NM








Cost of sales
   —      —      —      NM
Selling and administrative
   19,475    22,693    (3,218 )    (14.2 )%
Restructuring
   3,077    1,845    1,232    66.8 %
Severance and other charges
   362    272    90    33.1 %








Operating loss
   (22,914 )    (24,810 )    1,896    7.6 %








Retirement benefitsnon-service income
   320    871    (551 )    (63.3 )%
Interest expense
   (11,627 )    (10,980 )    (647 )    (5.9 )%
Interest income
   277    281    (4 )    (1.4 )%
Change in fair value of derivative instruments
   (249 )    377    (626 )    NM








Net loss before taxes
   (34,193 )    (34,261 )    68    (0.2 )%
Income tax expense
   (3,349 )    (9,714 )    6,365    (65.5 )%








Net loss
   $ (30,844 )    $ (24,547 )    $ (6,297 )    (25.7 )%








Adjustments from net loss to Corporate and Other segment Adjusted EBITDA

Interest expense
   $ 11,627    $ 10,980    $ 647    5.9 %
Interest income
   (277 )    (281 )    4    1.4 %
Provision for income taxes
   (3,349 )    (9,714 )    6,365    65.5 %
Depreciation expense
   5,091    5,648    (557 )    (9.9 )%
Non-cash charges loss (gain) on derivative instruments
   249    (377 )    626    NM
Non-cash charges – stock compensation
   3,302    2,521    781    31.0 %
Fees, expenses or charges for equity offerings, debt or acquisitions/dispositions
   150    —      150    NM
2017 Restructuring Plan
   3,077    1,845    1,232    66.8 %
Severance, separation costs and facility closures
   362    272    90    33.1 %








Corporate and Other segment Adjusted EBITDA
   $ (10,612 )    $ (13,653 )    $ 3,041    22.3 %

~~NM = not meaningful~~

The Corporate and Other category represents certain general overhead costs not fully allocated to the business segments such as legal, accounting, treasury, human resources, technology and executive functions along with restructuring, severance and other~~non-operating~~ ~~costs.~~

Our selling and administrative expense for the Corporate and Other category for the three months ended September 30, 2018 decreased from $22.7 million for the same period in 2017 to $19.5 million due to lower labor costs, partially offset by higher employee benefit and medical expenses as well as planned merit increases, and lower technology costs, professional fees and depreciation.

Our 2017 Restructuring Plan costs for the three months ended September 30, 2017 were $1.8 million, which included real estate consolidation costs of $1.0 million, severance and termination benefits of $0.6 million, and implementation costs of $0.2 million and our costs for the three months ended September 30, 2018 were real estate consolidation costs of $3.1 million.

~~Retirement benefitsnon-service~~ income for the three months ended September 30, 2018 changed unfavorably by $0.6 million due to the lowering of the expected return on plan assets assumption in the calculation of net periodic benefit cost in 2018.

Interest expense for the three months ended September 30, 2018 increased $0.6 million from $11.0 million for the same period in 2017 to $11.6 million, primarily due to an increase in interest on the term loan facility of $1.6 million due to an increase in variable interest rates and an increase in interest on the revolving credit facility of $0.1 million in the current period, offset by a reduction of $0.9 million of net settlement payments on our interest rate derivative instruments during the current period.

~~Interest income for the three months ended September 30, 2018 decreased slightly from the same period in 2017 primarily due to lower short-term investments.~~

~~Our change in fair value of derivative instruments for the three months ended September 30, 2018 unfavorably changed by $0.6 million from a gain of $0.4 million in the same period in 2017~~ to a loss of ~~$0.2~~$21.0 million in 2018. The change in fair value of derivative instruments was related to foreign exchange forward contracts executed on the Euro that were unfavorably impacted by the stronger U.S. dollar against the Euro.

Income tax expense for the three months ended September 30, 2018 decreased $6.4 million, from a benefit of $9.7 million for the same period in 2017, to a benefit of $3.3 million in 2018. For 2018, our annual effective tax rate, exclusive of discrete items used to calculate the tax provision, is expected to be approximately (3.8)%, which is primarily related to the 2017 Tax Act resulting in a lower annual effective tax rate and our ability to utilize indefinite-lived deferred tax liabilities as a source of future taxable income in our assessment of realization of deferred tax assets. For 2017, our effective annual tax rate was estimated to be (14.3)% primarily attributed to the movement in the deferred tax liability associated with tax amortization on indefinite-lived intangibles, and state and foreign taxes. For both periods, the income tax expense was impacted by certain discrete tax items including the accrual of potential interest and penalties on uncertain tax positions.

Adjusted EBITDA for the Corporate and Other category for the three months ended September 30, 2018 favorably changed $3.0 million, or 22.3%, from a loss of $13.7 million for the same period in 2017 to a loss of $10.6 million. Our Adjusted EBITDA for the Corporate and Other category excludes interest, taxes, depreciation, derivative instruments charges, equity compensation charges, acquisition/disposition-related activity, restructuring costs, integration costs, severance and facility vacant space costs, adjustments due to discontinued operations. The favorable change in our Adjusted EBITDA for the Corporate and Other category was due to the factors described above after removing those items not included in Adjusted EBITDA for the Corporate and Other category.

~~Results of Operations—Comparing Nine Months Ended September 30, 2018 and 2017~~

~~Education~~

   Nine Months Ended
September 30, Dollar
Change    Percent
Change
   2018 2017
Net sales
   $ 933,935 $ 963,118 $ (29,183 )    (3.0 )%
Costs and expenses:

Cost of sales, excluding publishing rights andpre-publication amortization
   375,426 388,046 (12,620 )    (3.3 )%
Publishing rights amortization
   21,462 29,574 (8,112 )    (27.4 )%
Pre-publication amortization
   79,825 86,500 (6,675 )    (7.7 )%




Cost of sales
   476,713 504,120 (27,407 )    (5.4 )%
Selling and administrative
   392,487 386,440 6,047    1.6 %
Other intangible asset amortization
   15,791 17,880 (2,089 )    (11.7 )%
Loss on sale of assets
   384 —   384    NM




Operating income from continuing operations
   48,560 54,678 (6,118 )    (11.2 )%




Net income from continuing operations
   $ 48,560 $ 54,678 $ (6,118 )    (11.2 )%




Adjustments from net income from continuing operations to Education segment Adjusted EBITDA

Depreciation expense
   $ 42,029 $ 36,693 $ 5,336    14.5 %
Amortization expense
   117,078 133,954 (16,876 )    (12.6 )%
Loss on sale of assets
   384 —   384    NM




Education segment Adjusted EBITDA
   $ 208,051 $ 225,325 $ (17,274 )    (7.7 )%




Education segment Adjusted EBITDA as a % of net sales
   22.3 % 23.4 %

~~NM = not meaningful~~

Our Education segment net sales for the nine months ended September 30, 2018 decreased $29.2 million, or 3.0%, from $963.1 million for the same period in 2017 to $933.9 million. The net sales decrease was primarily due to lower net sales from Core Solutions, which declined by $63.0 million from $519.0 million in 2017 to $456.0 million. The primary drivers of the decrease in Core Solutions sales were decreases in sales relating to disciplines reaching the end of their product lifecycle that are scheduled to be

replaced next year with newer programs. Core Solutions science discipline net sales increased year over year to partially offset the net sales decline of the disciplines with older programs. Net sales within our science discipline, which is a new program, increased year over year offsetting some of the older program declines. Also contributing to the decline in Education Segment sales was the~~non-recurrence~~ ~~of the $5.0 millionone-time~~ fee we recognized in 2017 in connection with the expiration of a distribution agreement. Partially offsetting the decrease in our Core Solutions sales was an increase in sales from our Extensions businesses, which primarily consist of our Heinemann brand, intervention and supplemental products as well as professional services. Extensions businesses net sales for the current period increased $34.0 million from $444.0 million in 2017 to $478.0 million in 2018 primarily driven by higher Heinemann net sales. The primary driver of the increase in our Heinemann net sales was sales of the~~Fountas~~ ~~& Pinnell Classroom~~ ~~product, which was introduced in the third quarter of 2017 and additional product launches during the third quarter of 2018.~~

Our Education segment cost of sales for the nine months ended September 30, 2018 decreased $27.4 million, or 5.4%, from $504.1 million for the same period in 2017 to $476.7 million. Publishing rights and~~pre-publication~~ ~~amortization decreased by $14.8 million from the same period in 2017 primarily due to our use of accelerated amortization methods for publishing rights amortization along with a decline inpre-publication~~ ~~amortization attributed to the timing of product releases. Our cost of sales, excluding publishing rights andpre-publication~~ ~~amortization, decreased $12.6 million from $388.0 million in 2017 to $375.4 million in 2018 primarily due to lower sales volume.~~

Our Education segment selling and administrative expense for the nine months ended September 30, 2018 increased $6.0 million, or 1.6%, from $386.4 million for the same period in 2017 to $392.5 million. The increase was driven by higher depreciation as a result of our increased investment in business systems and infrastructure. Additionally, there was an increase in professional fees, an increase in variable expenses such as commissions and depository fees and an increase in discretionary spending such as travel and entertainment. Partially offsetting the increases in costs was a reduction in labor related costs, partially offset by benefit and medical expenses as well as planned merit increases, along with a decrease in technology costs due to reduced hosting and maintenance contracts in connection with the actions taken under the 2017 Restructuring Plan.

Our Education segment other intangible asset amortization expense for the nine months ended September 30, 2018 decreased $2.1 million, or 11.7%, from the same period in 2017, which was due to certain intangible assets becoming fully amortized in the middle of 2017.

~~Our Education segment Adjusted EBITDA for the nine months ended September 30, 2018 decreased $17.3 million, or 7.7%, from $225.3 million for the same period in 2017 to $208.1 million.~~2019. Our Education segment Adjusted EBITDA excludes depreciation, amortization and loss on sale of assets. The decrease is due to the identified factors impacting net sales, cost of sales and selling and administrative expenses after removing those items not included in Education segment Adjusted EBITDA. ~~Education segment Adjusted EBITDA as a percentage of net sales was 22.3% and 23.4% for the nine months ended September 30, 2018 and 2017, respectively.~~

~~Trade Publishing~~HMH Books & Media


	Nine Months Ended September 30,						Dollar Change			Percent Change			Three Months Ended March 31,						Dollar Change			Percent Change
	2018			2017			Dollar Change			Percent Change			2019			2018			Dollar Change			Percent Change
Net sales	$	139,444		$	130,166		$	9,278			7.1	%	$	40,791		$	36,736		$	4,055			11.0	%
Costs and expenses:
Cost of sales, excluding publishing rights andpre-publication amortization		86,113			82,675			3,438			4.2	%		29,072			25,273			3,799			15.0	%
Publishing rights amortization		5,014			5,678			(664	)		(11.7	)%		1,563			1,752			(189	)		(10.8	)%
Pre-publication amortization		222			253			(31	)		(12.3	)%		113			69			44			63.8	%

Cost of sales		91,349			88,606			2,743			3.1	%		30,748			27,094			3,654			13.5	%
Selling and administrative		39,048			38,926			122			0.3	%		13,034			12,472			562			4.5	%
Other intangible asset amortization		4,447			4,447			—			NM	%		1,506			1,482			24			1.6	%

Operating income (loss)		4,600			(1,813	)		6,413			NM
Operating loss														(4,497	)		(4,312	)		(185	)		(4.3	)%

Net income (loss)	$	4,600		$	(1,813	)	$	6,413			NM
Net loss													$	(4,497	)	$	(4,312	)	$	(185	)		(4.3	)%

Adjustments from net income (loss) to Trade Publishing segment Adjusted EBITDA
Adjustments from net loss to HMH Books & Media segment Adjusted EBITDA
Depreciation expense	$	442		$	312		$	130			41.7	%	$	472		$	172		$	300			NM
Amortization expense film asset														5,012			—			5,012			NM
Amortization expense		9,683			10,378			(695	)		(6.7	)%		3,182			3,303			(121	)		(3.7	)%

Trade Publishing segment Adjusted EBITDA	$	14,725		$	8,877		$	5,848			65.9	%
HMH Books & Media segment Adjusted EBITDA													$	4,169		$	(837	)	$	5,006			NM

Trade Publishing segment Adjusted EBITDA as a % of net sales		10.6	%		6.8	%

NM = not meaningful

Our ~~Trade Publishing~~HMH Books & Media segment net sales for the ~~nine~~three months ended ~~September 30, 2018~~March 31, 2019 increased ~~$9.3~~$4.1 million, or ~~7.1%~~11.0%, from ~~$130.2~~$36.7 million for the same period in ~~2017~~2018 to ~~$139.4~~$40.8 million. The increase was primarily due to licensing ~~income~~revenue driven by ~~a new agreement pertaining to our classic backlist titles~~~~1984~~~~and~~~~Animal Farm~~~~. Further, the quarter benefited from frontlist sales of the latest edition to the Tolkien anthology~~~~Fall of Gandolin, Instant Pot Miracle~~~~and~~ the ~~Whole 30series~~.Carmen Sandiego ~~Additionally, there were strong net sales of the backlist title~~~~Beautiful Boy~~ ~~which benefited from the release of the movie.~~series on Netflix. Partially offsetting the aforementioned was a decrease in ~~ebook sales.~~print titles due to the prior year strength of theInstant Pot series and theWhole 30 series.

Our ~~Trade Publishing~~HMH Books & Media segment cost of sales for the ~~nine~~three months ended ~~September 30, 2018~~March 31, 2019 increased ~~$2.7~~$3.7 million, or ~~3.1%~~13.5%, from ~~$88.6~~$27.1 million for the same period in ~~2017~~2018 to ~~$91.3~~$30.7 million. The majority of the increase was ~~primarily~~ driven by our cost of sales, excluding publishing rights andpre-publication amortization, which increased ~~$3.4~~$3.8 million ~~primarily~~of which $2.8 million was due to higher sales ~~volume coupled with lower~~volume. Our cost of sales, excluding publishing rights andpre-publicationamortization as a percentage of net sales increased to 71.3% from 68.8%, resulting in $1.0 million of unfavorable profitability due to ~~our use of accelerated amortization methods.~~product mix.

Our ~~Trade Publishing~~HMH Books & Media segment selling and administrative expense for the ~~nine~~three months ended ~~September 30,~~March 31, 2018 increased ~~slightly~~$0.6 million, or 4.5%, from $12.5 million for the same period in ~~2017.~~2018 to $13.0 million. The increase was primarily due to higher variable expenses such as samples and commissions.

Our ~~Trade Publishing~~HMH Books & Media segment other intangible asset amortization expense for the ~~nine~~three months ended ~~September 30, 2018 remained~~March 31, 2019 increased slightly from the same asperiod in ~~2017.~~2018.

Our ~~Trade Publishing~~HMH Books & Media segment Adjusted EBITDA for the ~~nine~~three months ended ~~September 30, 2018,~~March 31, 2019 changed favorably from ~~$8.9~~a loss of $0.8 million for the same period in ~~2017~~2018 to $14.7 million. Our Trade Publishing segment Adjusted EBITDA excludes depreciation and amortization costs. Our Trade Publishing segment Adjusted EBITDA as a percentage of net sales was 10.6% for the nine months ended September 30, 2018, which was an favorable change from 6.8% for the same period in 2017$4.2 million due to the identified factors impacting net sales, cost of sales and selling and administrative expenses after removing those items not included in ~~Trade Publishing~~our HMH Books & Media segment Adjusted EBITDA. Our HMH Books & Media segment Adjusted EBITDA excludes depreciation and amortization costs.

Corporate and Other


	Nine Months Ended September 30,						Dollar Change			Percent Change			Three Months Ended March 31,						Dollar Change			Percent Change
	2018			2017			Dollar Change			Percent Change			2019			2018			Dollar Change			Percent Change
Net sales	$	—		$	—		$	—			NM		$	—		$	—		$	—			NM
Costs and expenses:
Cost of sales, excluding publishing rights andpre-publication amortization		—			—			—			NM			—			—			—			NM
Publishing rights amortization		—			—			—			NM			—			—			—			NM
Pre-publication amortization		—			—			—			NM			—			—			—			NM

Cost of sales		—			—			—			NM			—			—			—			NM
Selling and administrative		59,517			61,510			(1,993	)		(3.2	)%		19,547			18,957			590			3.1	%
Restructuring		3,077			36,158			(33,081	)		(91.5	)%
Severance and other charges		6,380			1,155			5,225			NM			1,221			3,943			(2,722	)		(69.0	)%

Operating loss		(68,974	)		(98,823	)		29,849			30.2	%		(20,768	)		(22,900	)		2,132			9.3	%

Retirement benefitsnon-service income		960			2,615			(1,655	)		(63.3	)%		42			320			(278	)		(86.9	)%
Interest expense		(34,035	)		(31,980	)		(2,055	)		(6.4	)%		(11,582	)		(10,936	)		(646	)		(5.9	)%
Interest income		900			641			259			40.4	%		1,092			506			586			NM
Change in fair value of derivative instruments		(974	)		1,273			(2,247	)		NM			(450	)		372			(822	)		NM
Income from transition services agreement														1,826			—			1,826			NM

Net loss from continuing operations before taxes		(102,123	)		(126,274	)		24,151			19.1	%
Net loss before taxes														(29,840	)		(32,638	)		2,798			8.6	%
Income tax expense		2,104			10,482			(8,378	)		(79.9	)%		6,455			3,243			3,212			99.0	%

Net loss from continuing operations		(104,227	)		(136,756	)		32,529			23.8	%
Net loss													$	(36,295	)	$	(35,881	)	$	(414	)		(1.2	)%

Adjustments from net loss from continuing operations to Corporate and Other segment Adjusted EBITDA
Adjustments from net loss to Corporate and Other segment Adjusted EBITDA
Interest expense	$	34,035		$	31,980		$	2,055			6.4	%	$	11,582		$	10,936		$	646			5.9	%
Interest income		(900	)		(641	)		(259	)		(40.4	)%		(1,092	)		(506	)		(586	)		NM
Provision for income taxes		2,104			10,482			(8,378	)		(79.9	)%		6,455			3,243			3,212			99.0	%
Depreciation expense		13,986			16,519			(2,533	)		(15.3	)%		4,131			4,440			(309	)		(7.0	)%
Non-cash charges – loss (gain) on derivative instruments		974			(1,273	)		2,247			NM
Non-cash charges loss (gain) on derivative instruments														450			(372	)		822			NM
Non-cash charges – stock compensation		9,363			7,946			1,417			17.8	%		3,551			2,893			658			22.7	%
Fees, expenses or charges for equity offerings, debt or acquisitions/dispositions		2,256			277			1,979			NM			287			182			105			57.7	%
2017 Restructuring Plan		3,077			36,158			(33,081	)		91.5	%
Severance, separation costs and facility closures		6,380			1,155			5,225			NM			1,221			3,943			(2,722	)		(69.0	)%
Legal reimbursement		—			(4,500	)		4,500			NM

Corporate and Other segment Adjusted EBITDA	$	(32,952	)	$	(38,653	)	$	5,701			14.8	%	$	(9,710	)	$	(11,122	)	$	1,412			12.7	%

NM = not meaningful

Our selling and administrative expense for the Corporate and Other category for the ~~nine~~three months ended ~~September 30, 2018~~March 31, 2019 increased $0.6 million to $19.5 million primarily attributed to planned merit increases, increased management incentive compensation and higher stock compensation, partially offset by lower technology costs, professional fees and depreciation.

Our severance and other charges for the three months ended March 31, 2019 decreased ~~$2.0~~$2.7 million, or ~~3.2%~~69.0%, from ~~$61.5~~$3.9 million for the same period in ~~2017~~2018 to ~~$59.5 million. The decrease was primarily~~$1.2 million, due to $2.5 million of lower depreciation expense associated with the Company’s technology infrastructure and lower labor costs, rent and technology cost, all attributed to the 2017 Restructuring actions partially offset by higher professional fees.

~~Our 2017 Restructuring Plan costs~~reduced severance for the nine months ended September 30, 2017 were $36.2 million, which includes severance and termination benefits of $14.7 million, real estate consolidation costs of $5.1 million, implementation costs of $7.3 million and an impairment charge related to a certain long-lived asset included within property, plant, and equipment of $9.1 million. Our costs for the nine months ended September 30, 2018 were real estate consolidation costs of $3.1 million.terminated employees.

Retirement benefitsnon-service income for the ~~nine~~three months ended ~~September 30, 2018~~March 31, 2019 changed unfavorably by ~~$1.7~~$0.3 million due to the lowering of the expected return on plan assets assumption and greater interest costs in the calculation of net periodic benefit cost in ~~2018.~~2019.

Interest expense for the ~~nine~~three months ended ~~September 30, 2018~~March 31, 2019 increased ~~$2.1~~$0.6 million from ~~$32.0~~$10.9 million for the same period in ~~2017~~2018 to ~~$34.0~~$11.6 million, primarily due to an increase in interest on the term loan facility of ~~$4.4~~$1.6 million due to an increase in variable interest rates, ~~and an increase in interest on the revolving credit facility of $0.2 million in the current period,~~ offset by a reduction of ~~$2.4~~$0.9 million of net settlement payments on our interest rate derivative instruments during the current period.

Interest income for the ~~nine~~three months ended ~~September 30, 2018~~March 31, 2019 increased ~~$0.3 million~~$0.6 from ~~$0.6 million for~~ the same period in ~~2017 to $0.9 million,~~2018 primarily due to ~~increases~~higher short-term investments in ~~interest rates on our investments.~~2019.

Our change in fair value of derivative instruments for the ~~nine~~three months ended ~~September 30, 2018~~March 31, 2019 unfavorably changed by ~~$2.2~~$0.8 million from a gain of ~~$1.3~~$0.4 million in ~~the same period in 2017~~2018 to a loss of ~~$1.0~~$0.4 million in ~~2018.~~2019. The change in fair value of derivative instruments was related to foreign exchange forward contracts executed on the Euro that were unfavorably impacted by the stronger U.S. dollar against the Euro.

Income from transition services agreement for the three months ended March 31, 2019 was $1.8 million and was related to transition service fees under the transition services agreement with the purchaser of the Riverside Business whereby we provide certain support functions for a period of up to 18 months from the disposition date in the fourth quarter of 2018.

Income tax expense for the ~~nine~~three months ended ~~September 30, 2018 decreased $8.4~~March 31, 2019 increased $3.2 million, from an expense of ~~$10.5~~$3.2 million for the same period in ~~2017,~~2018, to an expense of ~~$2.1~~$6.5 million in ~~2018.~~2019. For ~~2018,~~2019, our annual effective tax rate, exclusive of discrete items used to calculate the tax provision, is expected to be approximately ~~(3.8)~~(4.9)%, which is primarily related to the 2017 Tax Act resulting in a lower annual effective tax rate and our ability to utilize indefinite-lived deferred tax liabilities as a source of future taxable income in our assessment of realization of deferred tax assets.. For ~~2017,~~2018, our effective annual tax rate exclusive of discrete items was ~~estimated to be (14.3)~~(3.8)%. For both periods, income tax expense was primarily attributed to the movement in the deferred tax liability associated with tax amortization on indefinite-lived intangibles, ~~and~~ state and foreign ~~taxes. For both periods,~~taxes as well as the ~~income tax expense was impacted by~~impact of certain discrete tax items including the accrual of potential interest and penalties on uncertain tax positions.

Adjusted EBITDA for the Corporate and Other category for the ~~nine~~three months ended ~~September 30, 2018~~March 31, 2019 favorably changed ~~$5.7~~$1.4 million, or ~~14.8%~~12.7%, from a loss of ~~$38.7~~$11.1 million for the same period in ~~2017~~2018 to a loss of ~~$33.0~~$9.7 million. Our Adjusted EBITDA for the Corporate and Other category excludes interest, taxes, depreciation, derivative instruments charges, equity compensation charges, acquisition/disposition-related activity, ~~restructuring costs, integration costs,~~ severance and facility vacant space ~~costs and legal settlement reimbursements.~~costs. The favorable change in our Adjusted EBITDA for the Corporate and Other category was due to the factors described above after removing those items not included in Adjusted EBITDA for the Corporate and Other category.

Seasonality and Comparability

Our net sales, operating profit or loss and net cash provided by or used in operations are impacted by the inherent seasonality of the academic calendar. Consequently, the performance of our businesses may not be comparable quarter to consecutive quarter and should be considered on the basis of results for the whole year or by comparing results in a quarter with results in the same quarter for the previous year.

Approximately ~~86%~~85% of our net sales for the year ended December 31, ~~2017~~2018 were derived from our Education segment, which is a markedly seasonal business. Schools conduct the majority of their purchases in the second and third quarters of the calendar year in preparation for the beginning of the school year. Thus, over the past three completed fiscal years, approximately 67% of our consolidated net sales were realized in the second and third quarters. Sales ofK-12 instructional materials ~~and customized testing products~~ are also cyclical, with some years offering more sales opportunities than others ~~in light of~~based on the state adoption calendar. The amount of funding available at the state level for educational materials also has a significant effect onyear-to-year net sales. Although the loss of a single customer would not have a material adverse effect on our business, schedules of school adoptions and market acceptance of our products can materially affectyear-to-year net sales performance.

Liquidity and Capital Resources


(in thousands)	September 30, 2018			December 31, 2017			March 31, 2019		December 31, 2018
Cash and cash equivalents	$	104,304		$	148,979		$	74,185	$	253,365
Short-term investments		29,758			86,449			9,999		49,833
Current portion of long-term debt		8,000			8,000			8,000		8,000
Revolving credit facility		—			—
Long-term debt, net of discount and issuance costs		756,785			760,194			754,513		755,649
Borrowing availability under revolving credit facility		224,730			135,267

	For the Nine Months Ended September 30, 2018			For the Nine Months Ended September 30, 2017
Net cash provided by operating activities	$	43,467		$	38,251
Net cash used in investing activities		(82,292	)		(125,043	)
Net cash used in financing activities		(5,850	)		(5,330	)


	For the Three Months Ended March 31, 2019			For the Three Months Ended March 31, 2018
Net cash used in operating activities	$	(176,063	)	$	(96,686	)
Net cash (used in) provided by investing activities		(1,720	)		48,763
Net cash used in financing activities		(1,397	)		(2,392	)

Operating activities

Net cash ~~provided by~~used in operating activities was ~~$43.5~~$176.1 million for the ~~nine~~three months ended ~~September 30, 2018,~~March 31, 2019, a ~~$5.2~~$79.4 million increase from the ~~$38.3~~$96.7 million of net cash ~~provided by~~used in operating activities for the ~~nine~~three months ended ~~September 30, 2017.~~March 31, 2018. Net cash ~~provided by~~used in operating activities included ~~$17.4 million and $17.8~~$2.8 million of cash flow ~~from~~provided by discontinued operations in ~~2018 and 2017, respectively.~~2018. Net cash ~~provided by~~used in operating activities from continuing operations was ~~$26.1~~$176.1 million in ~~2018~~the three months ended March 31, 2019 compared to ~~$20.5~~$99.5 million in ~~2017.~~the three months ended March 31, 2018. The ~~$5.6~~$76.6 million increase in cash ~~provided by~~used in operating activities from continuing operations was primarily driven by ~~more profitable operations, net ofnon-cash~~ ~~items, of $6.1 million. Additionally, there were~~ unfavorable changes in net operating assets and liabilities of ~~$0.5~~$74.7 million primarily due to unfavorable changes in inventories of ~~$26.1~~$25.7 million in advance of current year large opportunity, unfavorable changes in accounts ~~payable~~receivable of ~~$14.3~~$14.2 million, and unfavorable changes ~~in severance and other charges of $4.0 million offset by favorable changes in deferred revenue of $19.0 million, in accounts receivable of $8.9 million and~~ in net other assets and liabilities of ~~$16.0~~$34.8 million. Additionally, there were less profitable operations, net ofnon-cash items, of $1.9 million.

Investing activities

Net cash used in investing activities was ~~$82.3~~$1.7 million for the ~~nine~~three months ended ~~September 30, 2018,~~March 31, 2019, a decrease of ~~$42.8~~$50.5 million from the ~~$125.0~~$48.8 million ~~used in~~provided by investing activities for the ~~nine~~three months ended ~~September 30, 2017.~~March 31, 2018. Net cash ~~used in~~provided by investing activities included ~~$5.9 million and $8.6~~$2.0 million of expenditures from discontinued operations in ~~2018 and 2017, respectively.~~2018. Net cash used in investing activities from continuing operations was ~~$76.4~~$1.7 million in ~~2018~~the three months ended March 31, 2019 compared to ~~$116.5~~net cash provided by investing activities from continuing operations of $50.7 million in ~~2017.~~the three months ended March 31, 2018. The ~~decrease~~increase in cash used in investing activities from continuing operations of ~~$40.1~~$52.5 million was primarily due to ~~higher~~lower net proceeds from sales and maturities of short-term investments of ~~$52.1~~$46.5 million compared to ~~2017, partially offset by~~2018, the acquisition of a business for $5.4 million and an increase in capital investing expenditures related topre-publication costs and property, plant, and equipment of ~~$12.5~~$0.5 million, primarily due to the timing of spend.

Financing activities

Net cash used in financing activities was ~~$5.8~~$1.4 million for the ~~nine~~three months ended ~~September 30, 2018, an increase~~March 31, 2019, a decrease of ~~$0.5~~$1.0 million from the ~~$5.3~~$2.4 million of net cash used in financing activities for the ~~nine~~three months ended ~~September 30, 2017.~~March 31, 2018. The ~~increase~~decrease in cash used in financing activities was due to ~~lower proceeds from~~$1.9 million of net collections under our ~~employee stock purchase plan~~transition services agreement with the purchaser of ~~$0.3 million and lower proceeds from stock option exercises of $0.5 million, partially offset by lower~~the Riverside Business in 2019. Offsetting the aforementioned were higher tax withholding payments related to net share settlements of restricted stock units of $0.7 million and ~~awards~~lower proceeds from our employee stock purchase plan of ~~$0.3~~$0.2 million.

Debt

Under both our revolving credit facility and term loan facility, Houghton Mifflin Harcourt Publishers Inc., HMH Publishers LLC and Houghton Mifflin Harcourt Publishing Company are the borrowers (collectively, the “Borrowers”), and Citibank, N.A. acts as both the administrative agent and the collateral agent.

The obligations under the revolving credit facility and the term loan facility are guaranteed by the Company and each of its direct and indirectfor-profit domestic subsidiaries (other than the Borrowers) (collectively, the “Guarantors”) and are secured by all capital stock and other equity interests of the Borrowers and the Guarantors and substantially all of the other tangible and intangible assets of the Borrowers and the Guarantors, including, without limitation, receivables, inventory, equipment, contract rights, securities, patents, trademarks, other intellectual property, cash, bank accounts and securities accounts and owned real estate. The revolving credit facility is secured by first priority liens on receivables, inventory, deposit accounts, securities accounts, instruments, chattel paper and other assets related to the foregoing (the “Revolving First Lien Collateral”), and second priority liens on the collateral which secures the term loan facility on a first priority basis. The term loan facility is secured by first priority liens on the capital stock and other equity interests of the Borrower and the Guarantors, equipment, owned real estate, trademarks and other intellectual property, general intangibles that are not Revolving First Lien Collateral and other assets related to the foregoing, and second priority liens on the Revolving First Lien Collateral.

Term Loan Facility

On May 29, 2015, we entered into an amended and restated $800.0 million term loan credit facility (the “term loan facility”). As of ~~September 30, 2018,~~March 31, 2019, we had approximately ~~$774.0~~$770.0 million ($~~764.8~~762.5 million, net of discount and issuance costs) outstanding under the term loan facility.

The term loan facility has asix-year term and matures on May 29, 2021. The interest rate applicable to borrowings under the facility is based, at our election, on LIBOR plus 3.0% or an alternative base rate plus applicable margins. LIBOR is subject to a floor of 1.0%, with the length of the LIBOR contracts ranging up to six months at the option of the Company. As of ~~September 30, 2018,~~March 31, 2019, the interest rate of the term loan facility was ~~5.2%~~5.5%.

~~The term loan facility may be prepaid, in whole or in part, at any time, without premium.~~

The term loan facility is required to be repaid in quarterly installments of $2.0 ~~million.~~million, and may be prepaid, in whole or in part, at any time, without premium.

The term loan facility does not require us to comply with financial maintenance covenants. We are currently required to meet certain ~~incurrence based~~incurrence-based financial covenants as defined under our term loan facility.

The term loan facility is subject to ~~usual and~~ customary conditions, representations, warranties and covenants, including restrictions on additional indebtedness, liens, investments, mergers, acquisitions, asset dispositions, dividends to stockholders, repurchase or redemption of our stock, transactions with affiliates and other matters. The term loan facility is subject to customary events of default. If an event of default occurs and is continuing, the administrative agent may, or at the request of certain required lenders shall, accelerate the obligations outstanding under the term loan facility.

We are subject to an annual excess cash flow provision under the term loan facility which is predicated upon our leverage ratio and cash flow. We were not required to make a payment under the excess cash flow provision in ~~2018~~2019 and ~~2017.~~2018.

Revolving Credit Facility

On July 22, 2015, we entered into an amended and restated revolving credit facility (the “revolving credit facility”) to, among other things, reduce the pricing, extend the maturity, conform certain terms to those of our term loan facility and to provide greater availability and operational flexibility. The revolving credit facility provides borrowing availability in an amount equal to the lesser of $250.0 million and a borrowing base that is computed monthly or weekly as the case may be and comprised of the Borrowers’ and certain Guarantors’ eligible inventory and receivables.

The revolving credit facility includes a letter of credit subfacility of $50.0 million, a swingline subfacility of $20.0 million and the option to expand the facility by up to $100.0 million in the aggregate under certain specified conditions. The amount of any outstanding letters of credit reduces borrowing availability under the revolving credit facility on adollar-for-dollar basis. As of ~~September 30, 2018,~~March 31, 2019, no loans are currently drawn on the revolving credit facility. As of ~~September 30, 2018,~~March 31, 2019, we had approximately ~~$25.3~~$24.3 million of outstanding letters of credit and approximately ~~$224.7~~$149.3 million of borrowing availability under the revolving credit facility. As of ~~November~~May 8, ~~2018,~~2019, there ~~were no amounts~~was $10.0 million drawn on the revolving credit facility.

The revolving credit facility has a five year term and matures on July 22, 2020. The interest rate applicable to borrowings under the facility is based, at our election, on LIBOR plus 1.75% or an alternative base rate plus 0.75%; such applicable margins may increase up to 2.25% and 1.25%, respectively, based on average daily availability. The revolving credit facility may be prepaid, in whole or in part, at any time, without premium.

The revolving credit facility requires us to maintain a minimum fixed charge coverage ratio of 1.0 to 1.0 on a trailing four-quarter basis for periods in which excess availability under the facility is less than the greater of $25.0 million and 12.5% of the lesser of the total commitment and the borrowing base then in effect, or less than $20.0 million if certain conditions are met. The minimum fixed charge coverage ratio was not applicable under the facility as of ~~September 30, 2018,~~March 31, 2019, due to our level of borrowing availability.

The revolving credit facility is subject to ~~usual and~~ customary conditions, representations, warranties and covenants, including restrictions on additional indebtedness, liens, investments, mergers, acquisitions, asset dispositions, dividends to stockholders, repurchase or redemption of our stock, transactions with affiliates and other matters. The revolving credit facility is subject to customary events of default. If an event of default occurs and is continuing, the administrative agent may, or at the request of certain required lenders shall, accelerate the obligations outstanding under the revolving credit facility.

General

We had ~~$104.3~~$74.2 million of cash and cash equivalents and ~~$29.8~~$10.0 million of short-term investments at ~~September 30, 2018.~~March 31, 2019. We had ~~$149.0~~$253.4 million of cash and cash equivalents and ~~$86.4~~$49.8 million of short-term investments at December 31, ~~2017.~~2018.

Our business is impacted by the inherent seasonality of the academic calendar, which typically results in a cash flow usage in the first half of the year and a cash flow generation in the second half of the year. We expect our net cash provided by operations combined with our cash and cash equivalents and borrowing availability under our revolving credit facility to provide sufficient liquidity to fund our current obligations, capital spending, debt service requirements and working capital requirements over at least the next twelve months.

The ability of the Company to fund planned operations is based on assumptions, which involve significant judgment and estimates of future revenues, capital spend and other operating costs. ~~If necessary, management will take steps intended to improve the Company’s financial position and liquidity.~~

Critical Accounting Policies and Estimates

Our financial results are affected by the selection and application of critical accounting policies and methods. Except for the adoption of the new ~~revenue recognition~~lease accounting standard discussed below, there were no material changes in the ~~nine~~three months ended ~~September 30, 2018~~March 31, 2019 to the application of critical accounting policies and estimates as described in our audited consolidated financial statements, ~~for the year ended December 31, 2017,~~ which were included in our Annual Report onForm 10-K for the fiscal year ended December 31, ~~2017.~~

~~Revenue Recognition~~

Revenue is recognized when a customer obtains control of promised goods or services, in an amount that reflects the consideration which we expect to receive in exchange for those goods or services. To determine revenue recognition for arrangements that we determine are within the scope of the new revenue recognition accounting standard, we perform the following five steps: (i) identify the contract with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) we satisfy a performance obligation. We only apply the five-step model to contracts when it is probable that we will collect the consideration we are entitled to in exchange for the goods or services we transfer to the customer. At contract inception, we assess the goods or services promised within each contract and determine those that are performance obligations and assess whether each promised good or service is distinct. We then recognize as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied.2018.

Contracts are often modified to account for changes in contract specifications and requirements. Contract modifications exist when the modification either creates new, or changes the existing, enforceable rights and obligations. Generally, contract modifications are for products or services that are not distinct from the existing contract due to the inability to use, consume or sell the products or services on their own to generate economic benefits and are accounted for as if they were part of that existing contract. The effect of such a contract modification on the transaction price and measure of progress for the performance obligation to which it relates is recognized as an adjustment to revenue (either as an increase in or a reduction of revenue) on a cumulative~~catch-up~~ ~~basis.~~

If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. We enter into certain contracts that have multiple performance obligations, one or more of which may be delivered subsequent to the delivery of other performance obligations. These performance obligations may include print and digital media, professional development services, training, software licenses, access to hosted content, and various services related to the software including but not limited to hosting, maintenance and support, and implementation. We allocate the transaction price based on the estimated relative standalone selling prices of the promised products or services underlying each performance obligation. We determine standalone selling prices based on the price at which the performance obligation is sold separately. If the standalone selling price is not observable through past transactions, we estimate the standalone selling price taking into account available information such as market conditions and internally approved standard pricing discounts related to the performance obligations. Generally, our performance obligations include print and digital textbooks and instructional materials, trade books, reference materials, formative assessment materials and multimedia instructional programs; licenses to book rights and content; access to hosted content; and services including professional development, consulting and training. Software performance obligations include perpetual and subscription based or SaaS software licenses, software maintenance and support services, professional services and training when those services relate to software performance obligations.

~~Accounts Receivable~~

~~Contract Assets~~

Contract assets include unbilled amounts where revenue is recognized over time as the services are delivered to the customer based on the extent of progress towards completion and revenue recognized exceeds the amount billed to the customer, and right of payment is not subject to the passage of time. Amounts may not exceed their net realizable value. Contract assets are included in prepaid expenses and other assets on our consolidated balance sheets.

~~Deferred Commissions~~

Our incremental direct costs of obtaining a contract, which consist of sales commissions, are deferred and amortized over the period of contract performance. Applying the practical expedient, we recognize sales commission expense when incurred if the amortization period of the assets that we otherwise would have recognized is one year or less. At September 30, 2018 and January 1, 2018, we had $23.4 million and $24.0 million of deferred commissions, respectively. We had $7.8 million of amortization expense related to deferred commissions during the nine months ended September 30, 2018. These costs are included in selling and administrative expenses.

~~Deferred Revenue~~

Our contract liabilities consist of advance payments and billings in excess of revenue recognized and are classified as deferred revenue on our consolidated balance sheets. Our contract assets and liabilities are accounted for and presented on a net basis as either a contract asset or contract liability at the end of each reporting period. We classify deferred revenue as current or noncurrent based on the timing of when we expect to recognize revenue. In order to determine revenue recognized in the period from contract liabilities, we first allocate revenue to the individual contract liability balance outstanding at the beginning of the period until the revenue exceeds that balance. If additional advances are received on those contracts in subsequent periods, we assume all revenue recognized in the reporting period first applies to the beginning contract liability as opposed to a portion applying to the new advances for the period.Leases

Refer to Note 23 to the consolidated financial statements included under Part I, Item 1 of this Quarterly Report on Form10-Q for a detailed description of the impact of the adoption of the new ~~revenue recognition~~leasing standard on our consolidated balance sheets and statements of operations.

Impact of Inflation and Changing Prices

~~Although~~We believe that inflation has not had a material impact on our results of operations during the years ended December 31, ~~2017, 2016~~2018 and ~~2015 was well below levels~~2017. We cannot be sure that future inflation will not have an adverse impact on our operating results and financial condition in ~~prior years and, therefore, benefited results, particularly in the area of manufacturing costs, there were offsetting costs.~~future periods. Our ability to adjust selling prices has always been limited by competitive factors and long-term contractual arrangements which either prohibit price increases or limit the amount by which prices may be increased. Further, a weak domestic economy at a time of low inflation could cause lower tax receipts at the state and local level, and the funding and buying patterns for textbooks and other educational materials could be adversely affected. ~~Prices for paper moderated during the last three years.~~

~~The most significant assets affected by inflation includepre-publication,~~ other property, plant and equipment and inventories. We use the weighted average cost method to value substantially all inventory. We have negotiated favorable pricing through contractual agreements with our two top print and sourcing vendors, and from our other major vendors, which has helped to stabilize our unit costs, and therefore our cost of inventories sold. Our publishing business requires a high level of investment in~~pre-publication~~ for our educational works, and in other property, plant and equipment. We expect to continue to commit funds to the publishing areas through both internal growth and acquisitions. We believe that by continuing to emphasize cost controls, technological improvements and quality control, we can continue to moderate the impact of inflation on our operating results and financial position.

Covenant Compliance

As of ~~September 30, 2018,~~March 31, 2019, we were in compliance with all of our debt covenants.

We are currently required to meet certain ~~incurrence based~~incurrence-based financial covenants as defined under our term loan facility and revolving credit facility. We have incurrence based financial covenants primarily pertaining to a maximum leverage ratio, fixed charge coverage ratio, and liquidity. A breach of any of these covenants, ratios, tests or restrictions, as applicable, for which a waiver is not obtained could result in an event of default, in which case our lenders could elect to declare all amounts outstanding to be immediately due and payable and result in a cross-default under other arrangements containing such provisions. A default would permit lenders to accelerate the maturity for the debt under these agreements and to foreclose upon any collateral securing the debt owed to these lenders and to terminate any commitments of these lenders to lend to us. If the lenders accelerate the payment of the indebtedness, our assets may not be sufficient to repay in full the indebtedness and any other indebtedness that would become due as a result of any acceleration. Further, in such an event, the lenders would not be required to make further loans to us, and assuming similar facilities were not established and we are unable to obtain replacement financing, it would materially affect our liquidity and results of operations.

Off-Balance Sheet Arrangements

We have nooff-balance sheet arrangements.

~~Stock Repurchase Program~~

Recently Issued Accounting Pronouncements

See Note 3 and Note 10 to the ~~Notes to Consolidated Financial Statements~~consolidated financial statements included under Part I, Item 1 of this Quarterly Report on Form10-Q for a discussion of recently issued accounting pronouncements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We are exposed to market risk from foreign currency exchange rates and interest rates, which could affect operating results, financial position and cash flows. We manage exposure to these market risks through our regular operating and financing activities and, when appropriate, through the use of derivative financial instruments. These derivative financial instruments are utilized to hedge economic exposures as well as reduce our earnings and cash flow volatility resulting from shifts in market rates. As permitted, we may designate certain of these derivative contracts for hedge accounting treatment in accordance with authoritative guidance regarding accounting for derivative instruments and hedging activities. However, certain of these instruments may not qualify for, or we may choose not to elect, hedge accounting treatment and, accordingly, the results of our operations may be exposed to some level of volatility. Volatility in our results of operations will vary with the type and amount of derivative hedges outstanding, as well as fluctuations in the currency and interest rate market during the period. Periodically, we may enter into derivative contracts, including interest rate swap agreements and interest rate caps and collars to manage interest rate exposures, and foreign currency spot, forward, swap and option contracts to manage foreign currency exposures. The fair market values of all of these derivative contracts change with fluctuations in interest rates and/or currency rates and are designed so that any changes in their values are offset by changes in the values of the underlying exposures. Derivative financial instruments are held solely as risk management tools and not for trading or speculative purposes.

By their nature, all derivative instruments involve, to varying degrees, elements of market and credit risk not recognized in our financial statements. The market risk associated with these instruments resulting from currency exchange and interest rate movements is expected to offset the market risk of the underlying transactions, assets and liabilities being hedged. Our policy is to deal with counterparties having a single A or better credit rating at the time of the execution. We manage our exposure to counterparty risk of derivative instruments by entering into contracts with a diversified group of major financial institutions and by actively monitoring outstanding positions.

We continue to review liquidity sufficiency by performing various stress test scenarios, such as cash flow forecasting, which considers hypothetical interest rate movements. Furthermore, we continue to closely monitor current events and the financial institutions that support our credit facility, including monitoring their credit ratings and outlooks, credit default swap levels, capital raising and merger activity.

As of ~~September 30, 2018,~~March 31, 2019, we had ~~$774.0~~$770.0 million ($~~764.8~~762.5 million, net of discount and issuance costs) of aggregate principal amount indebtedness outstanding under our term loan facility that bears interest at a variable rate. An increase or decrease of 1% in the interest rate will change our interest expense by approximately $7.7 million on an annual basis. We also have up to $250.0 million of borrowing availability, subject to borrowing base availability, under our revolving credit facility, and borrowings under the revolving credit facility bear interest at a variable rate. As of ~~September 30, 2018,~~March 31, 2019, there were no amounts outstanding on the revolving credit facility. Assuming that the revolving credit facility is fully drawn, an increase or decrease of 1% in the interest rate will change our interest expense associated with the revolving credit facility by $2.5 million on an annual basis.

Our interest rate risk relates primarily to U.S. dollar borrowings partially offset by U.S. dollar cash investments. We have historically used interest rate derivative instruments to manage our earnings and cash flow exposure to changes in interest rates. On August 17, 2015, we entered into interest rate derivative contracts with various financial institutions having an aggregate notional amount of $400.0 million to convert floating rate debt into fixed rate debt, which we designated as cash flow hedges, and for which we had $400.0 million outstanding as of ~~September 30, 2018.~~March 31, 2019. These contracts were effective beginning September 30, 2016 and mature on July 22, 2020.

We conduct various digital development activities in Ireland, and as such, our cash flows and costs are subject to fluctuations from changes in foreign currency exchange rates. We manage our exposures to this market risk through the use of short-term foreign exchange forward and option contracts, when deemed appropriate, which were not significant as of ~~September 30, 2018~~March 31, 2019 and December 31, ~~2017.~~2018. We do not enter into derivative transactions or use other financial instruments for trading or speculative purposes.

Item 4. Controls and Procedures

Our management, with the participation of our Chief Executive Officer (“CEO”), and our Executive Vice President and Chief Financial Officer (“CFO”), evaluated the effectiveness of our disclosure controls and procedures as of ~~September 30, 2018~~March 31, 2019 pursuant toRule 13a-15(b) of the Securities Exchange Act of 1934, as amended (“Exchange Act”). Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to our management, including our CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure. Based on their evaluation, our CEO and CFO concluded that, as of ~~September 30, 2018,~~March 31, 2019, our disclosure controls and procedures were effective.

During the quarter ended ~~September 30, 2018,~~March 31, 2019, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial ~~reporting.~~reporting, except for the following.

On January 1, 2019, we adopted the new lease accounting standard. We have identified appropriate changes to our accounting policies, information technology systems, business processes, and related internal controls to support recognition and disclosure requirements as a result of the adoption. These included the development of new policies including the capitalization of right of use assets and the recognition of the present value of lease liabilities for identified leases, ongoing contract review requirements, and gathering of information for disclosures.

Part II. Other Information

Item 1. Legal Proceedings

We are involved in ~~ordinary~~legal actions, claims, litigation and ~~routine litigation and~~other matters incidental to our ~~business, including claims alleging breach of contract and seeking royalty payments.~~business. Litigation alleging infringement of copyrights and other intellectual property rights, particularly with respect to proprietary photographs and images, is ~~also~~ common in the educational publishing industry. ~~For example,~~

While management believes there have been various settled, pending and threatened litigation that allege we exceeded the print run limitation or other restrictions in licenses granted to us to reproduce photographs in our textbooks. During 2016, we settled all such pending or actively threatened litigations alleging infringement of copyrights, and made total settlement payments of $10.0 million collectively. We received approximately $4.5 million of insurance recovery proceeds during the first quarter of 2017.

~~While~~is a reasonable possibility we may incur a loss associated with ~~certain pending or threatened~~existing legal actions, claims and litigation, we are not able to estimate such amount, ~~if any,~~ but we do not expect any of these matters to have a material adverse effect on our results of operations, financial position or cash flows. We have insurance ~~over~~in such amounts and with such coverage and deductibles as management believes is reasonable. ~~There~~However, there can be no assurance that our liability insurance will cover all events or that the limits of such coverage will be sufficient to fully cover all ~~liabilities.~~potential liabilities thereunder.

Item 1A. Risk Factors

There have been no material changes since the beginning of the period covered by this Quarterly Report on Form10-Q to the risk factors previously disclosed in our Annual Report on Form10-K for the year ended December 31, ~~2017.~~2018. For more information regarding the risks associated with our business and industry, please see our Annual Report on Form10-K for the year ended December 31, ~~2017.~~

~~Item 2. Unregistered Sales of Equity Securities and Use of Proceeds~~

~~Issuer Purchases of Equity Securities~~

~~There were no repurchases of our equity securities in the third quarter of~~ 2018. Our Board of Directors has authorized the repurchase of up to $1.0 billion in aggregate value of our common stock. As of September 30, 2018, there was approximately $482.0 million available for share repurchases under this authorization. The aggregate share repurchase program may be executed through December 31, 2018. Repurchases under the program may be made from time to time in the open market (including under a trading plan) or in privately negotiated transactions. The extent and timing of any such repurchases would generally be at our discretion and subject to market conditions, applicable legal requirements and other considerations. Any repurchased shares may be used for general corporate purposes.

Item 6. Exhibits


Exhibit No.		Description

~~2.1a†~~		Asset Purchase Agreement, by and among Houghton Mifflin Harcourt Publishing Company, Houghton Mifflin Harcourt Company (solely for purposes of Section 8.2 and 8.3) and Riverside Assessment, LLC, dated as of September 12, 2018 (incorporated by reference from Exhibit 2.1 to the Company’s Current Report on~~Form 8-K~~ ~~filed on September 12, 2018).~~

~~2.1b†~~		Amendment No. 1 to Asset Purchase Agreement, by and among Houghton Mifflin Harcourt Publishing Company, Houghton Mifflin Harcourt Company (solely for purposes of Section 8.2 and 8.3) and Riverside Assessment, LLC, dated as of October 1, 2018 (incorporated by reference from Exhibit 2.1b to the Company’s Current Report on~~Form 8-K~~ ~~filed on October 5, 2018).~~

31.1*		Certification of CEO Pursuant to Rule13a-14(a) or15d-14(a) of the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2*		Certification of CFO Pursuant to Rule13a-14(a) or15d-14(a) of the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1**		Certification of CEO Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2**		Certification of CFO Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS*		XBRL Instance Document.

101.SCH*		XBRL Taxonomy Extension Schema Document.

101.CAL*		XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF*		XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB*		XBRL Taxonomy Extension Label Linkbase Document.

101.PRE*		XBRL Taxonomy Extension Presentation Linkbase Document.

*	Filed herewith.

This certification shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities under that section. Furthermore, this certification shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933 or the Securities Exchange Act of 1934, regardless of any general incorporation language in such filing.

†	~~Schedules and similar attachments have been omitted pursuant to Item 601(b)(2) of RegulationS-K.~~ ~~The registrant hereby undertakes to furnish supplementary copies of any of the omitted schedules or similar attachments upon request by the SEC.~~

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 thereunto duly authorized.


	Houghton Mifflin Harcourt Company (Registrant)

~~November 8, 2018~~May 9, 2019	By:	/s/ Joseph P. Abbott, Jr.
		Joseph P. Abbott, Jr.
		Executive Vice President and Chief Financial Officer (Principal Financial Officer)

5241


	December 31, 2017			Adjustments due to Adoption			January 1, 2018
Assets
Accounts receivable, net	$	201,080		$	(1,092	)	$	199,988
Contract assets (1)		—			1,092			1,092
Deferred commissions		—			24,040			24,040
Liabilities
Deferred revenue (current and long-term)	$	694,207		$	(28,671	)	$	665,536
Stockholders’ equity
Accumulated deficit (2)	$	(3,521,527	)	$	52,711		$	(3,468,816	)


	September 30, 2018
	As Reported			Balances Without Adoption			Effect of Change Higher / (Lower)
Assets
Accounts receivable, net	$	353,075		$	357,252		$	(4,177	)
Contract assets		4,177			—			4,177
Deferred commissions		23,402			—			23,402
Liabilities
Deferred revenue (current and long-term)	$	689,371		$	734,232		$	(44,861	)
Stockholders’ equity
Accumulated deficit	$	(3,507,050	)	$	(3,575,313	)	$	(68,263	)


	Three Months Ended September 30, 2018
	As Reported		Balances Without Adoption		Effect of Change Higher / (Lower)
Net sales	$	516,255	$	510,296	$	5,959
Selling and administrative		176,202		177,007		(805	)
Operating income		91,838		85,074		6,764
Income from continuing operations		83,908		77,144		6,764
Income from discontinued operations, net of tax		2,441		2,441		—
Net income		86,349		79,585		6,764


	Nine Months Ended September 30, 2018
	As Reported			Balances Without Adoption			Effect of Change Higher / (Lower)
Net sales	$	1,073,379		$	1,057,189		$	16,190
Selling and administrative		491,052			490,414			638
Operating loss		(15,814	)		(31,366	)		15,552
Loss from continuing operations		(51,067	)		(66,619	)		15,552
Income from discontinued operations, net of tax		12,833			12,833			—
Net loss		(38,234	)		(53,786	)		15,552


Type of Cost	Three Months Ended September 30, 2018		Three Months Ended September 30, 2017		Total Amount Incurred Inception to Date
Restructuring charges:(1)
Severance and termination benefits	$	—	$	527	$	16,206
Office space consolidation (2)		3,077		1,158		8,056
Implementation and impairment (3)		—		160		16,990

	$	3,077	$	1,845	$	41,252


Type of Cost	Nine Months Ended September 30, 2018		Nine Months Ended September 30, 2017		Total Amount Incurred Inception to Date
Restructuring charges:(1)
Severance and termination benefits	$	—	$	14,689	$	16,206
Office space consolidation (2)		3,077		4,979		8,056
Implementation and impairment (3)		—		16,490		16,990

	$	3,077	$	36,158	$	41,252


	2018
	Restructuring accruals at December 31, 2017		Charges		Cash payments			Restructuring accruals at September 30, 2018
Severance and termination benefits	$	4,306	$	—	$	(3,603	)	$	703
Office space consolidation		3,663		3,077		(967	)		5,773

	$	7,969	$	3,077	$	(4,570	)	$	6,476


Type of Cost	Total Estimated Amount Expected to be Incurred
Restructuring charges:
Severance and termination benefits	$	16,206	to	$	16,206
Office space consolidation		9,000	to		10,000
Implementation and impairment		16,990	to		16,990

	$	42,196	to	$	43,196


	2017		Significant Unobservable Inputs (Level 3)		Total Impairment		Valuation Technique
Nonfinancial assets
Property, plant, and equipment	$	—	$	—	$	9,119		(c	)


(dollars in thousands)	For the Nine Months Ended September 30, 2018			For the Nine Months Ended September 30, 2017			Dollar Change			Percent Change
Net sales	$	1,073,379		$	1,093,284		$	(19,905	)		(1.8	)%
Costs and expenses:
Cost of sales, excluding publishing rights andpre-publication amortization		461,539			470,721			(9,182	)		(2.0	)%
Publishing rights amortization		26,476			35,252			(8,776	)		(24.9	)%
Pre-publication amortization		80,047			86,753			(6,706	)		(7.7	)%

Cost of sales		568,062			592,726			(24,664	)		(4.2	)%
Selling and administrative		491,052			486,876			4,176			0.9	%
Other intangible assets amortization		20,238			22,327			(2,089	)		(9.4	)%
Restructuring		3,077			36,158			(33,081	)		(91.5	)%
Severance and other charges		6,380			1,155			5,225			NM
Loss on sale of assets		384			—			384			NM

Operating loss		(15,814	)		(45,958	)		30,144			65.6	%

Other income (expense):
Retirement benefitsnon-service income		960			2,615			(1,655	)		(63.3	)%
Interest expense		(34,035	)		(31,980	)		(2,055	)		(6.4	)%
Interest income		900			641			259			40.4	%
Change in fair value of derivative instruments		(974	)		1,273			(2,247	)		NM

Loss from continuing operations before taxes		(48,963	)		(73,409	)		24,446			33.3	%
Income tax expense		2,104			10,482			(8,378	)		(80.0	)%

Net loss from continuing operations	$	(51,067	)	$	(83,891	)	$	32,824			39.1	%

Income from discontinued operations, net tax		12,833			6,872			5,961			86.7	%

Net loss	$	(38,234	)	$	(77,019	)	$	38,785			50.4	%

Houghton Mifflin Harcourt Company
(Registrant)

~~November 8, 2018~~May 9, 2019

/s/ John J. Lynch, Jr.

John J. Lynch, Jr.

Chief Executive Officer (Principal Executive Officer)