View:
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------
FORM 8-K
------------------
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 19, 2007
------------------
SCHOLASTIC CORPORATION
(Exact Name of Registrant as Specified in Charter)
------------------
DELAWARE 000-19860 13-3385513
(State or Other Jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) 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)
------------------
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))
================================================================================
Exhibit 99.1
Item 2.02 Results of Operations and Financial Condition
On July 19, 2007 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, 2007.
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 19, 2007, 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 19, 2007 SCHOLASTIC CORPORATION
(Registrant)
/s/ Maureen O'Connell
-----------------------------
Name: Maureen O'Connell
Title:Executive Vice President,
Chief Administrative Officer and
Chief Financial Officer
================================================================================
EXHIBIT INDEX
Number Exhibit
- ------ -------
99.1 Press release of Scholastic Corporation, dated July 19, 2007
================================================================================
Exhibit 99.1
Scholastic Announces Fiscal 2007 Results and Fiscal 2008 Outlook
Significantly Improved Results in School Book Clubs, International
and Education
Upcoming Publication of Harry Potter and the Deathly Hallows with
Record-Breaking First Printing
Fiscal 2008 Outlook for Earnings per Diluted Share of $2.35 to
$2.85
NEW YORK--(BUSINESS WIRE)--July 19, 2007--Scholastic Corporation
(NASDAQ: SCHL) today announced its results for the fiscal 2007 fourth
quarter and full year and its outlook for fiscal 2008.
For the quarter ended May 31, 2007, net income increased to $40.4
million or $0.93 per diluted share, compared to net income of $38.4
million or $0.91 per diluted share in the prior year period. Revenues
in the fourth quarter were $611.7 million versus $601.0 million in the
prior year period. For the fiscal year, revenues were $2,179.1 million
and net income was $60.9 million or $1.42 per diluted share. In the
prior year, which included the publication of the sixth book in the
Harry Potter(R) series, Harry Potter and the Half-Blood Prince, the
Company had revenues of $2,283.8 million, and net income was $68.6
million or $1.63 per diluted share.
"In fiscal 2007 we achieved our goals of improving operating
efficiencies in School Book Clubs and other core businesses, driving
growth in educational technology and reducing costs across the
Company. As a result of this strong performance, earnings and free
cash flow would have significantly exceeded prior year results, except
for the impact of continuing losses in Continuities," commented
Richard Robinson, Chairman, CEO and President. "Following an in-depth
analysis, we are implementing a plan which we expect to substantially
improve results in this business in the current fiscal year and make
it profitable thereafter. We will closely monitor our progress in
order to validate this plan and are determined to take other actions
should this business not meet our targets in the current fiscal year.
"Fiscal 2008 promises to be a year of significant progress in
other areas, too. As a sign of our confidence in Scholastic's
businesses, in June we began an accretive $200 million accelerated
share repurchase, leveraging our strong cash flow and balance sheet to
enhance shareholder value."
Mr. Robinson continued, "Later this week we will release Harry
Potter and the Deathly Hallows, a singular event in publishing history
that will launch a summer of reading for millions of children and
complete the now classic series. With our global scale, unique
channels and exceptional children's and educational brands, Scholastic
will ensure that Harry Potter remains a best-seller to generations of
readers, as we also drive long-term growth across the Company."
Fiscal 2007 Segment Results
Children's Book Publishing and Distribution. Segment revenue for
the fiscal year was $1,155.3 million, down from $1,304.0 million in
the prior year, primarily as a result of a decline in Harry Potter
sales relative to the prior year, which included the initial release
of the sixth Harry Potter book in July 2005. School Book Club revenue
also declined modestly, as expected following the elimination of
non-core clubs at the beginning of this fiscal year. These factors
were partly offset by modest revenue growth in School Book Fairs and
Continuities. Segment operating profit was $68.8 million compared to
$114.2 million in the prior year, due to the impact of lower Harry
Potter sales and higher bad debt expense and promotion amortization in
Continuities. School Book Club results improved dramatically
reflecting lower promotion costs and greater fulfillment efficiencies,
partly offsetting these factors.
Educational Publishing. Segment operating profit increased 10% to
$76.8 million from $69.6 million in the prior year while revenue for
the fiscal year was $412.7 million, down modestly from $416.1 million.
Improved results primarily reflect strong educational technology
sales, which rose over 14% driven by strength in READ 180(R). Prior
year segment operating profit included costs associated with the
write-down of certain assets and higher bad debt due to the bankruptcy
of a customer, totaling $0.09 per diluted share.
International. Segment revenue for the fiscal year was $448.6
million, up 9% (4% in local currencies) from $412.1 million in the
prior year, and operating profit was $33.5 million, up 48% from $22.7
million in the prior year. Revenue and profits improved across each of
the Company's international locations.
Media, Licensing and Advertising. Segment revenue for the fiscal
year rose 7% to $162.5 million from $151.6 million in the prior year,
and operating profit rose 55% to $16.0 million from $10.3 million.
Strong sales of interactive products through the Company's School Book
Fairs and Clubs, which are reported in this segment, and higher sales
of licensed Leapster titles through retail channels drove the improved
results.
Other Financial Results. Company-wide efforts to reduce costs
helped lower Corporate Overhead 7% in the fiscal year to $72.4 million
from $77.5 million in the prior year period and also positively
impacted the operating segments. Corporate overhead also reflected
stock-based compensation expense of $0.06 per diluted share in the
fiscal year, primarily resulting from the Company's adoption of SFAS
No. 123R effective June 1, 2006. After-tax severance expense per
diluted share was $0.21 in the fiscal year, compared to $0.19 in the
prior year. The Company's effective tax rate for the year was 36.3%,
approximately level with the prior year.
The Company generated Free Cash Flow (as defined) of $74.7 million
in fiscal 2007, compared to $90.7 million in the prior year,
reflecting lower net income. Free cash flow benefited from efforts to
manage inventories, which ended the year lower compared to increases
experienced in prior years, and the postponement of certain capital
and prepublication expenditures originally planned for fiscal 2007. As
reported in both periods, free cash flow reflects reclassifications
primarily related to foreign exchange in the statement of cash flows,
resulting in a positive impact of $7.1 million and $11.6 million in
fiscal 2007 and 2006, respectively. Net debt (as defined) was $216.8
million at year end, down from $297.1 million in the prior year.
Fiscal 2008 Outlook
In fiscal 2008, the Company expects total revenues of
approximately $2.3 to $2.5 billion, earnings per diluted share of
$2.35 to $2.85 and free cash flow of $80 to $100 million, based on
current trends and the following outlook:
1. Revenue and profit growth in Children's Book Publishing and
Distribution, reflecting significant sales of Harry Potter and the
Deathly Hallows, primarily in the first quarter, as well as modest
growth in the rest of the segment.
2. Results improving substantially in Continuities, benefiting
operating profit in Children's Book Publishing and Distribution.
3. Modest revenue growth in Educational Publishing, with increased
investment in new educational technology product launches and a
realigned sales and service organization to drive long-term growth.
4. Solid revenue and operating profit growth in International,
with continued improvements in the Company's established subsidiaries
as well as increased export sales.
5. Continued progress toward the Company's overhead cost reduction
targets, which should offset anticipated increases in postage,
shipping, paper and manufacturing expenses.
6. Capital expenditures of $70 to $80 million, increasing from
fiscal 2007 due to the rescheduling of certain projects, and increased
prepublication and production spending of $75 to $85 million,
primarily due to accelerated product development in the Educational
Publishing segment.
7. Significant earnings per share accretion as a result of the
recently announced $200 million accelerated share repurchase,
partially offset by the interest on the debt incurred to finance the
repurchase.
8. Stock-based compensation expense between $0.10 and $0.15 per
diluted share after tax.
Conference Call
The Company will hold a conference call to discuss its results at
8:00 am ET today, July 19, 2007. Scholastic's Chairman, President and
CEO, Richard Robinson, and Executive Vice President, CAO and CFO,
Maureen O'Connell, 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. Following the call, slides from the
conference call will also be posted in the Investor Relations section
of scholastic.com.
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)
----------------- -----------------
THREE MONTHS TWELVE MONTHS
ENDED ENDED
----------------- -----------------
05/31/07 05/31/06 05/31/07 05/31/06
----------------- -----------------
Revenues $611.7 $601.0 $2,179.1 $2,283.8
Operating costs and expenses:
Cost of goods sold 267.9 260.3 1,005.3 1,099.9
Cost of goods sold - Major
reference sets (1) - 3.2 - 3.2
Selling, general and
administrative expenses 239.7 238.1 913.0 916.5
Bad debt expense 15.4 14.3 71.1 56.2
Bad debt expense - Educational
Publishing (2) - 1.4 - 2.9
Depreciation and amortization 18.5 16.7 67.0 65.8
----------------- -----------------
Total operating costs and expenses 541.5 534.0 2,056.4 2,144.5
Operating income 70.2 67.0 122.7 139.3
Other income (3) - - 3.0 0.0
Interest expense, net 7.1 7.3 30.1 31.7
----------------- -----------------
Earnings before income taxes 63.1 59.7 95.6 107.6
Tax provision 22.7 21.3 34.7 39.0
----------------- -----------------
Net income $40.4 $38.4 $60.9 $68.6
================= =================
Weighted average shares
outstanding:
Basic 43.0 41.9 42.5 41.6
Diluted 43.4 42.2 43.0 42.2
Net income per share:
Basic $0.94 $0.92 $1.43 $1.65
Diluted $0.93 $0.91 $1.42 $1.63
----------------- -----------------
(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, 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.
(3) In the twelve months ended May 31, 2007, the Company recorded a
pre-tax gain on sale of an investment of $3.0, or $0.04 per
diluted share.
SCHOLASTIC CORPORATION
RESULTS OF OPERATIONS - SEGMENTS
(UNAUDITED)
(Amounts in millions)
------------------------------
THREE MONTHS ENDED
------------------------------
05/31/07 05/31/06 Change
----------------- ------------
Children's Book Publishing &
Distribution
Revenue
Book Clubs $83.2 $87.0 ($3.8) (4%)
Continuities 55.5 58.6 (3.1) (5%)
Trade 42.3 41.4 0.9 2%
Book Fairs 138.9 146.6 (7.7) (5%)
------------------------
Total revenue 319.9 333.6 (13.7) (4%)
Operating income 32.1 48.5 (16.4) (34%)
-----------------
Operating margin 10.0% 14.5%
Educational Publishing
Revenue 113.5 115.1 (1.6) (1%)
Operating income 30.0 24.0 6.0 25%
-----------------
Operating margin 26.4% 20.9%
International
Revenue 128.9 117.1 11.8 10%
Operating income 15.7 13.1 2.6 20%
-----------------
Operating margin 12.2% 11.2%
Media, Licensing and Advertising
Revenue 49.4 35.2 14.2 40%
Operating income 9.9 2.0 7.9 *
-----------------
Operating margin 20.0% 5.7%
Overhead expense 17.5 20.6 3.1 15%
----------------- ------
Operating income $70.2 $67.0 $3.2 5%
================= ======
* Percent change not meaningful.
-------------------------------
TWELVE MONTHS ENDED
-------------------------------
05/31/07 05/31/06 Change
----------------- -------------
Children's Book Publishing &
Distribution
Revenue
Book Clubs $360.7 $373.9 ($13.2) (4%)
Continuities 217.5 192.7 24.8 13%
Trade 183.4 352.6 (169.2) (48%)
Book Fairs 393.7 384.8 8.9 2%
-------------------------
Total revenue 1,155.3 1,304.0 (148.7) (11%)
Operating income 68.8 114.2 (45.4) (40%)
-----------------
Operating margin 6.0% 8.8%
Educational Publishing
Revenue 412.7 416.1 (3.4) (1%)
Operating income 76.8 69.6 7.2 10%
-----------------
Operating margin 18.6% 16.7%
International
Revenue 448.6 412.1 36.5 9%
Operating income 33.5 22.7 10.8 48%
-----------------
Operating margin 7.5% 5.5%
Media, Licensing and Advertising
Revenue 162.5 151.6 10.9 7%
Operating income 16.0 10.3 5.7 55%
-----------------
Operating margin 9.8% 6.8%
Overhead expense 72.4 77.5 5.1 7%
----------------- -------
Operating income $122.7 $139.3 ($16.6) (12%)
----------------- =======
* Percent change not meaningful.
SCHOLASTIC CORPORATION
SUPPLEMENTAL INFORMATION
(UNAUDITED)
(Amounts in millions)
SELECTED BALANCE SHEET ITEMS
-----------------
05/31/07 05/31/06
-----------------
Cash and cash equivalents $22.8 $205.3
Accounts receivable, net 281.6 266.8
Inventories 422.9 431.5
Accounts payable 135.4 141.7
Accrued royalties 39.2 36.6
Lines of credit, short-term
debt and current portion of
long-term debt 66.2 329.2
Long-term debt, excluding
current portion 173.4 173.2
Total debt 239.6 502.4
Capital lease obligations 65.3 68.9
Total stockholders' equity 1,133.9 1,049.3
Net debt (1) 216.8 297.1
-----------------
SELECTED CASH FLOW ITEMS
----------------- -----------------
THREE MONTHS TWELVE MONTHS
ENDED ENDED
----------------- -----------------
05/31/07 05/31/06 05/31/07 05/31/06
----------------- -----------------
Net cash provided by
operating activities $145.0 $24.2 $211.6 $247.4
Additions to property, plant
and equipment 21.7 19.5 49.4 66.1
Pre-publication and
production costs 18.9 16.1 53.9 62.5
Royalty advances 7.3 6.0 33.6 28.1
----------------- -----------------
Free cash flow (use) (2) $97.1 ($17.4) $74.7 $90.7
================= =================
(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 believes that this measure, which
is a non-GAAP financial measure, 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 (use) as a further indicator of operating
performance and for planning investing activities.
CONTACT: Scholastic Corporation
Media: Kyle Good, 212-343-4563
Investors: Jeffrey Mathews, 212-343-6741