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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 20, 2006
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SCHOLASTIC CORPORATION
(Exact Name of Registrant as Specified in Charter)
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DELAWARE 000-19860 13-3385513
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
557 BROADWAY, NEW YORK, 10012
NEW YORK (Zip Code)
(Address of Principal Executive Offices)
(212) 343-6100
(Registrant's telephone number, including area code)
(Former Name or Former address, if Changed Since Last Report)
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Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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Item 2.02 Results of Operations and Financial Condition
On July 20, 2006 Scholastic Corporation issued the press release attached hereto
as Exhibit 99.1 announcing its results of operations for its fiscal quarter and
year ended May 31, 2006.
The information in this Current Report on Form 8-K, including Exhibits, is being
furnished to the Securities and Exchange Commission (the "SEC") and shall not be
deemed to be incorporated by reference into any of Scholastic's filings with the
SEC under the Securities Act of 1933.
Item 9.01 Financial Statements and Exhibits
(a) Not applicable
(b) Not applicable
(c) The following exhibit is filed as part of this report:
Press release of Scholastic Corporation, dated July 20, 2006, is filed as
Exhibit 99.1.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: July 20, 2006 SCHOLASTIC CORPORATION
(Registrant)
/s/ Mary A. Winston
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Name: Mary A. Winston
Title: Executive Vice President and Chief
Financial Officer
EXHIBIT INDEX
Number Exhibit
- ------ -------
99.1 Press release of Scholastic Corporation, dated July 20, 2006
Exhibit 99.1
Scholastic Announces Fiscal 2006 Results and Fiscal 2007 Outlook
NEW YORK--(BUSINESS WIRE)--July 20, 2006--Scholastic Corporation
(NASDAQ:SCHL) today announced its results for the fiscal 2006 fourth
quarter and full year and its outlook for fiscal 2007.
For the fiscal year ended May 31, 2006, revenue increased 10% to
$2,283.8 million, from $2,079.9 million in the prior year. Net income
increased to $68.6 million or $1.66 per diluted share, from $64.3
million or $1.58 per diluted share in the prior year. For the fiscal
fourth quarter, revenue was $601.0 million versus $592.1 million, and
net income was $38.4 million or $0.91 per diluted share, compared to
$43.1 million or $1.03 per diluted share in the prior year period.
Current year results include costs associated with the write-down of
certain print reference set assets and with the bankruptcy of a
customer, incurred in the Educational Publishing segment, totaling
$0.07 and $0.09 per diluted share in the fourth quarter and full year,
respectively.
The Company generated Free cash flow (as defined) of $79.1 million
in fiscal 2006.
Richard Robinson, Chairman, CEO and President of Scholastic,
commented, "Challenges in fiscal 2006 included higher operating costs
and softer than expected revenues, particularly in School Book Clubs,
as well as increased costs to support growth in Educational Publishing
and to carry out our turn-around plan in the U.K. We believe we will
see stronger results in these businesses in fiscal 2007. Meanwhile,
other areas of the business exceeded expectations, with excellent
results in Trade Publishing following the launch of Harry Potter and
the Half-Blood Prince, and continued vitality in other best-selling
series. We also had healthy growth in School Book Fairs.
"While our top near-term priority is to reduce costs, we are
optimistic about the longer-term growth prospects for the Company. We
are leveraging our publishing strength and global scale in children's
books, building on the leading position of READ 180(R) to develop our
educational technology business, growing internationally and further
expanding on our position as the world's third largest Internet
bookseller to reach more parents, children and educators with books
and learning materials," he continued.
The Company's on-going actions to control costs and improve
margins include (1) reducing overhead spending by $40 million annually
by fiscal 2008; (2) simplifying School Book Clubs by reducing the
number of club offers and the level of promotion spending; (3) using
timely sales information to further improve product selection while
streamlining operations in School Book Fairs; and (4) more tightly
integrating editorial and marketing functions across its children's
book channels.
In fiscal 2007, the Company expects total revenues of
approximately $2.1 to $2.2 billion, earnings of $1.55 to $1.85 per
diluted share and Free cash flow of $75 to $85 million based on the
following outlook:
1. In Children's Book Publishing and Distribution, modest revenue
growth and improved results in Trade Publishing (excluding Harry
Potter(R) sales), School Book Fairs and Continuities. School Book Club
results should improve, on a modest decline in revenue, based on
growth in Scholastic core clubs and cost controls, including the
strategic decision to discontinue the Troll(TM) and Trumpet(TM) book
clubs. Overall segment revenue and profitability are expected to
decline, based on lower Harry Potter sales compared to last year, when
the Company released a new book in the series.
2. Strong growth in Educational Publishing. Last year's investment
in sales and support should drive higher revenues from educational
technology, as well as modest growth across the rest of the segment.
Profits and operating margins should also benefit.
3. Modest growth in International with higher profits and
operating margins, in particular in the United Kingdom, and a modest
decline in revenues and profits in Media, Licensing and Advertising.
4. Significant progress toward the Company's fiscal 2008 goal of
reducing overhead spending by $40 million annually, with approximately
two thirds of the savings expected to be realized in fiscal 2007.
5. Severance and transition expenses related to Company-wide
margin improvement efforts, including its overhead cost reduction
goals, of approximately $0.10 to $0.15 per diluted share after tax.
6. Stock option expense as a result of the adoption of SFAS No.
123R of approximately $0.05 to $0.08 per diluted share after tax.
Fourth Quarter and Fiscal Year Results
Children's Book Publishing and Distribution. Segment revenue in
the fourth quarter of fiscal 2006 totaled $333.6 million,
approximately level with $333.4 million in the prior year period.
Solid growth in School Book Fairs and Continuities was offset by
declines in School Book Club and Trade revenues. Segment operating
profit in the fourth quarter was $48.5 million, down from $51.9
million in the prior year period, primarily reflecting lower revenues
and higher expenses in School Book Clubs, partially offset by improved
profits in Trade and School Book Fairs.
For the fiscal year, segment revenues were $1,304.0 million, up
13% from $1,152.5 million in the prior year reflecting higher Harry
Potter revenue of approximately $195 million, principally associated
with Harry Potter and the Half-Blood Prince, compared to $20 million
in the prior year. School Book Fair revenue rose due to higher revenue
per fair. Revenue in both School Book Clubs and Continuities declined.
Segment operating profit for the year was $114.2 million, up from
$93.5 million in the prior year, primarily reflecting higher Harry
Potter sales, partially offset by lower results in School Book Clubs.
Educational Publishing. Segment revenue in the fourth quarter was
$115.1 million, up 2% from $112.6 million in the prior year period,
primarily from higher sales of educational technology, partially
offset by lower library publishing revenue. Segment operating profit
was $24.0 million, down $5.8 million from the prior year period. This
decline reflected a write-down of certain reference set assets, based
on the Company's decision not to update print versions of these
products, and higher bad debt expense associated with the bankruptcy
of a customer.
For the fiscal year, segment revenues were $416.1 million, up 3%
from $404.6 million in the prior year, primarily reflecting increased
educational technology revenue, partially offset by lower library
publishing revenue. Segment operating profit in the year was $69.6
million, down $8.9 million from the prior year, primarily due to the
cost of additional sales and technical support staff to service a
larger educational technology customer base and the effect of the
write-down of print reference assets and of higher bad debt.
International. Segment revenue in the fourth quarter rose 7% (6%
in local currencies) to $117.1 million from $109.7 million in the
prior year period, primarily reflecting growth in the United Kingdom,
Canada and Asia. Operating profit in the segment rose 18% to $13.1
million from $11.1 million a year ago, primarily due to improved
results in Canada and the United Kingdom.
For the fiscal year, segment revenues were $412.1 million, up 6%
(5% in local currencies) from $389.7 million in the prior year, due to
growth in Asia, Australia, and Canada, partially offset by lower
revenues in the United Kingdom. Segment operating profit in the year
was $22.7 million, down 25% from $30.3 million in the prior year,
principally because of lower results in the United Kingdom, where the
Company has invested in a turn-around plan.
Media, Licensing and Advertising. Segment revenue was down $1.2
million to $35.2 million in the fourth quarter, due to lower
production revenues. Operating profit in the quarter declined by $2.3
million to $2.0 million.
For the fiscal year, segment revenues rose 14% to $151.6 million,
from $133.1 million in the prior year, due to growth in all business
lines, including software and multimedia sales, consumer magazines and
Back to Basics Toys(R). Operating profit in the segment declined to
$10.3 million from $11.0 million in the prior year.
Other Financial Results. The Company's effective tax rate for the
year was 36.25%, compared to 35.5% in the prior year, due to higher
effective state and local tax rates. Severance expense after tax in
the fiscal 2006 fourth quarter and full year was $0.05 and $0.19 per
diluted share, respectively, compared to $0.01 and $0.16 per diluted
share in the prior year period. Free cash flow in excess of net income
was driven by lower royalty and prepublication spending. Net debt (as
defined) fell by $93.7 million from the prior year.
Conference Call
The Company will hold a conference call to discuss its results at
8:00 am ET today, July 20, 2006. Scholastic's Chairman, President and
CEO, Richard Robinson, and Executive Vice President and CFO, Mary
Winston, will moderate the call.
The conference call and accompanying slides will be webcast and
accessible through the Investor Relations section of Scholastic's
website, scholastic.com. Participation by telephone will be available
by dialing 888-338-6461 from within the U.S. or +1-973-935-8510
internationally.
Following the call, an audio replay of the call will be available
from approximately 10:00 a.m. ET, July 20, 2006 through July 27, 2006
by dialing 877-519-4471 and entering participant code 7553822. Slides
from the conference call will be posted in the Investor Relations
section of scholastic.com.
Upcoming Investor Meeting
The Company will hold a meeting for investors and analysts at 9:00
a.m. ET on September 27, 2006 in New York City. At the meeting, which
will be webcast through the Investor Relations section of
scholastic.com, senior management will present the Company's long-term
strategy and will be available for questions. Further details will be
announced closer to that date.
About Scholastic
Scholastic Corporation (NASDAQ:SCHL) is the world's largest
publisher and distributor of children's books and a leader in
educational technology. Scholastic creates quality educational and
entertaining materials and products for use in school and at home,
including children's books, magazines, technology-based products,
teacher materials, television programming, film, videos and toys. The
Company distributes its products and services through a variety of
channels, including proprietary school-based book clubs, school-based
book fairs, and school-based and direct-to-home continuity programs;
retail stores, schools, libraries and television networks; and the
Company's Internet site, scholastic.com.
Forward-Looking Statements
This news release contains certain forward-looking statements.
Such forward-looking statements are subject to various risks and
uncertainties, including the conditions of the children's book and
educational materials markets and acceptance of the Company's products
within those markets, and other risks and factors identified from time
to time in the Company's filings with the Securities and Exchange
Commission. Actual results could differ materially from those
currently anticipated.
SCHOLASTIC CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
(Amounts in millions except per share data)
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THREE MONTHS ENDED
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05/31/06 05/31/05 Favorable/(Unfavorable)
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Revenues $601.0 $592.1 $8.9 2%
Operating costs and
expenses:
Cost of goods sold 266.4 261.2 (5.2) (2%)
Cost of goods sold - Major
reference sets (1) 3.2 - (3.2) N/A
Selling, general and
administrative
expenses (2) 232.0 228.3 (3.7) (2%)
Bad debt expense 14.3 11.5 (2.8) (24%)
Bad debt expense -
Educational
Publishing (3) 1.4 - (1.4) N/A
Depreciation and
amortization 16.7 16.6 (0.1) (1%)
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Total operating costs and
expenses 534.0 517.6 (16.4) (3%)
Operating income 67.0 74.5 (7.5) (10%)
Interest expense, net 7.3 7.8 0.5 6%
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Earnings before income
taxes 59.7 66.7 (7.0) (10%)
Provision for income taxes 21.3 23.6 2.3 10%
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Net income $38.4 $43.1 ($4.7) (11%)
================== ============
Weighted average shares
outstanding:
Basic 41.8 40.5 (1.3) (3%)
Diluted 42.1 41.6 (0.5) (1%)
Earnings per share:
Basic $0.92 $1.06 ($0.14) (13%)
Diluted $0.91 $1.03 ($0.12) (12%)
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TWELVE MONTHS ENDED
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05/31/06 05/31/05 Favorable/(Unfavorable)
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Revenues $2,283.8 $2,079.9 $203.9 10%
Operating costs and
expenses:
Cost of goods sold 1,099.9 979.0 (120.9) (12%)
Cost of goods sold - Major
reference sets (1) 3.2 0.0 (3.2) N/A
Selling, general and
administrative
expenses (2) 916.5 840.7 (75.8) (9%)
Bad debt expense 56.2 62.2 6.0 10%
Bad debt expense -
Educational
Publishing (3) 2.9 0.0 (2.9) N/A
Depreciation and
amortization 65.8 63.1 (2.7) (4%)
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Total operating costs and
expenses 2,144.5 1,945.0 (199.5) (10%)
Operating income 139.3 134.9 4.4 3%
Interest expense, net 31.7 35.2 3.5 10%
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Earnings before income
taxes 107.6 99.7 7.9 8%
Provision for income taxes 39.0 35.4 (3.6) (10%)
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Net income $68.6 $64.3 $4.3 7%
================== =============
Weighted average shares
outstanding:
Basic 40.8 40.0 (0.8) (2%)
Diluted 41.3 40.8 (0.5) (1%)
Earnings per share:
Basic $1.68 $1.61 $0.07 4%
Diluted $1.66 $1.58 $0.08 5%
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(1) In the three and twelve months ended May 31, 2006, the Company
recorded pre-tax costs of $3.2, or $0.05 per diluted share,
related to the write-down of certain print reference set assets in
the Educational Publishing segment.
(2) In the three and twelve months ended May 31, 2005, the Company
recorded pre-tax charges of $0.2, or $0.00 per diluted share, and
$3.8, or $0.06 per diluted share, primarily for severance related
to staff reductions implemented in the first quarter of fiscal
2005 in connection with the Company's fiscal 2004 review of its
Continuity business.
(3) In the three and twelve months ended May 31, 2006, the Company
recorded pre-tax bad debt expense of $1.4, or $0.02 per diluted
share, and $2.9, or $0.04 per diluted share, respectively,
associated with the bankruptcy of a customer in the Educational
Publishing segment.
* Percent change not meaningful.
SCHOLASTIC CORPORATION
RESULTS OF OPERATIONS - SEGMENTS
(UNAUDITED)
(Amounts in millions)
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THREE MONTHS ENDED
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05/31/06 05/31/05 Favorable/(Unfavorable)
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Children's Book Publishing
& Distribution
Revenue $333.6 $333.4 $0.2 0%
Operating income (1) 48.5 51.9 (3.4) (7%)
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Operating margin 14.5% 15.6%
Educational Publishing
Revenue 115.1 112.6 2.5 2%
Operating income (2) 24.0 29.8 (5.8) (19%)
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Operating margin 20.9% 26.5%
International
Revenue 117.1 109.7 7.4 7%
Operating income 13.1 11.1 2.0 18%
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Operating margin 11.2% 10.1%
Media, Licensing and
Advertising
Revenue 35.2 36.4 (1.2) (3%)
Operating income 2.0 4.3 (2.3) (53%)
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Operating margin 5.7% 11.8%
Overhead expense 20.6 22.6 2.0 9%
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Operating income $67.0 $74.5 ($7.5) (10%)
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TWELVE MONTHS ENDED
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05/31/06 05/31/05 Favorable/(Unfavorable)
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Children's Book Publishing
& Distribution
Revenue $1,304.0 $1,152.5 $151.5 13%
Operating income (1) 114.2 93.5 20.7 22%
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Operating margin 8.8% 8.1%
Educational Publishing
Revenue 416.1 404.6 11.5 3%
Operating income (2) 69.6 78.5 (8.9) (11%)
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Operating margin 16.7% 19.4%
International
Revenue 412.1 389.7 22.4 6%
Operating income 22.7 30.3 (7.6) (25%)
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Operating margin 5.5% 7.8%
Media, Licensing and
Advertising
Revenue 151.6 133.1 18.5 14%
Operating income 10.3 11.0 (0.7) (6%)
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Operating margin 6.8% 8.3%
Overhead expense 77.5 78.4 0.9 1%
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Operating income $139.3 $134.9 $4.4 3%
================== ============
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(1) Results for the three and twelve months ended May 31, 2005 include
pre-tax charges of $0.2 and $3.8, respectively, primarily for
severance related to staff reductions implemented in the first
quarter of fiscal 2005 in connection with the Company's fiscal
2004 review of its Continuity business.
(2) Results for the three and twelve months ended May 31, 2006 include
pre-tax charges of $3.2 related to the write-down of certain print
reference set assets and $1.4 and $2.9, respectively, associated
with the bankruptcy of a customer.
SCHOLASTIC CORPORATION
SUPPLEMENTAL INFORMATION
(UNAUDITED)
(Amounts in millions)
SELECTED BALANCE SHEET ITEMS
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05/31/06 05/31/05 Favorable/(Unfavorable)
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Cash and cash equivalents $205.3 $110.6 $94.7 86%
Accounts receivable, net 266.8 269.6 (2.8) (1%)
Inventories 431.5 404.9 26.6 7%
Accounts payable 141.7 141.4 (0.3) (0%)
Accrued royalties 36.6 40.1 3.5 9%
Current portion of long-
term debt, lines of credit
and short-term debt 329.2 24.9 (304.3) *
Long-term debt, excluding
current portion 173.2 476.5 303.3 64%
Capital lease obligations 68.9 74.4 5.5 7%
Total stockholders' equity 1,049.3 937.1 112.2 12%
Net debt (1) 297.1 390.8 93.7 24%
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SELECTED CASH FLOW ITEMS
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THREE MONTHS ENDED
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05/31/06 05/31/05 Favorable/(Unfavorable)
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Net cash provided by
operating activities $25.5 $134.5 ($109.0) (81%)
Additions to property,
plant and equipment 19.5 18.4 (1.1) (6%)
Pre-publication and
production costs 16.1 22.3 6.2 28%
Royalty advances 6.0 6.2 0.2 3%
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Free cash flow (use) (2) ($16.1) $87.6 ($103.7) *
================== ============
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TWELVE MONTHS ENDED
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05/31/06 05/31/05 Favorable/(Unfavorable)
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Net cash provided by
operating activities $235.8 $246.6 ($10.8) (4%)
Additions to property,
plant and equipment 66.1 49.8 (16.3) (33%)
Pre-publication and
production costs 62.5 76.0 13.5 18%
Royalty advances 28.1 30.9 2.8 9%
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Free cash flow (use) (2) $79.1 $89.9 ($10.8) (12%)
================== ============
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(1) Net debt is defined by the Company as lines of credit and
short-term debt plus long-term-debt, net of cash and cash
equivalents. The Company utilizes this non-GAAP financial measure,
and believes it is useful to investors, as an indicator of the
Company's effective leverage and financing needs.
(2) Free cash flow (use) is defined by the Company as net cash
provided by operating activities, less spending on property, plant
and equipment; pre-publication and production costs; and royalty
advances. The Company utilizes this non-GAAP financial measure,
and believes it is useful to investors, as an indicator of cash
flow available for debt repayment and other investing activities,
such as acquisitions. The Company utilizes free cash flow as a
further indicator of operating performance and for planning
investing activities.
* Percent change not meaningful.
CONTACT: Scholastic Corporation
Media:
Kyle Good, 212-343-4563
or
Investors:
Jeffrey Mathews, 212-343-6741