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United States

Securities and Exchange Commission

 

Washington, D.C. 20549

 

Form 10-K

 

Annual Report pursuant to section 13 or 15(d) of

the Securities Exchange Act of 1934

 

For the fiscal year ended May 31, 2010    |    Commission File No. 000-19860

 

Scholastic Corporation

 

(Exact name of Registrant as specified in its charter)


 

 

Delaware

13-3385513

(State or other jurisdiction of

(IRS Employer Identification No.)

incorporation or organization)

 

 

 

557 Broadway, New York, New York

10012

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (212) 343-6100
Securities Registered Pursuant to Section 12(b) of the Act:

 

 



Title of class

Name of Each Exchange on Which Registered



Common Stock, $0.01 par value

The NASDAQ Stock Market LLC



Securities Registered Pursuant to Section 12(g) of the Act:
NONE

     Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes x No o

     Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes o No x

     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 x No o

     Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No o

     Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x

     Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

 

 

 

x Large accelerated filer

o Accelerated filer

o Non-accelerated filer

o Smaller reporting company

     Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No x

     The aggregate market value of the Common Stock, par value $0.01, held by non-affiliates as of November 30, 2009, was approximately $770,528,774. As of such date, non-affiliates held no shares of the Class A Stock, $0.01 par value. There is no active market for the Class A Stock.

     The number of shares outstanding of each class of the Registrant’s voting stock as of June 30, 2010 was as follows: 34,491,261 shares of Common Stock and 1,656,200 shares of Class A Stock.

Documents Incorporated By Reference

     Part III incorporates certain information by reference from the Registrant’s definitive proxy statement for the Annual Meeting of Stockholders to be held September 22, 2010.




 


Table of Contents

 

 

 

 

 

 

 

PAGE

 

 

 

 

 

Part I

 

 

 

 

 

 

Item 1.

Business

 

1

Item 1A.

Risk Factors

 

10

Item 1B.

Unresolved Staff Comments

 

13

Item 2.

Properties

 

13

Item 3.

Legal Proceedings

 

14

Item 4.

Reserved

 

14

 

 

 

 

 

Part II

 

 

 

 

 

 

Item 5.

Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 

15

Item 6.

Selected Financial Data

 

17

Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

18

Item 7A.

Quantitative and Qualitative Disclosures about Market Risk

 

33

Item 8.

Consolidated Financial Statements and Supplementary Data

 

34

 

Consolidated Statements of Operations

 

35

 

Consolidated Balance Sheets

 

36

 

Consolidated Statements of Changes in Stockholders’ Equity and Comprehensive Income (Loss)

 

38

 

Consolidated Statements of Cash Flows

 

40

 

Notes to Consolidated Financial Statements

 

42

 

Reports of Independent Registered Public Accounting Firm

 

73

 

Supplementary Financial Information

 

75

Item 9.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 

76

Item 9A.

Controls and Procedures

 

76

Item 9B.

Other Information

 

76

 

 

 

 

 

Part III

 

 

 

 

 

 

Item 10.

Directors, Executive Officers and Corporate Governance

 

77

Item 11.

Executive Compensation

 

77

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 

77

Item 13.

Certain Relationships and Related Transactions, and Director Independence

 

77

Item 14.

Principal Accounting Fees and Services

 

77

 

 

 

 

 

Part IV

 

 

 

 

 

 

Item 15.

Exhibits, Financial Statement Schedules

 

78

 

Signatures

 

81

 

Power of Attorney

 

81

 

Schedule II: Valuation and Qualifying Accounts and Reserves

 

S-2

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Part I

Item 1 | Business

Overview

Scholastic Corporation (the “Corporation” and together with its subsidiaries, “Scholastic” or the “Company”) is a global children’s publishing, education and media company. Since its founding in 1920, Scholastic has emphasized quality products and a dedication to reading and learning. The Company is the world’s largest publisher and distributor of children’s books and a leading provider of educational technology products and related services. Scholastic also creates quality educational and entertainment materials and products for use in school and at home, including magazines, children’s reference and non-fiction materials, teacher materials, television programming, film, videos and toys. The Company is a leading operator of school-based book clubs and book fairs in the United States. It distributes its products and services through these proprietary channels, as well as directly to schools and libraries, through retail stores and through the internet. The Company’s website, scholastic.com, is a leading site for teachers, classrooms and parents and an award-winning destination for children. In addition to its operations in the United States, Scholastic has long-established operations in Canada, the United Kingdom, Australia, New Zealand and parts of Asia, with newer operations in China, India and Ireland, and, through its export business, sells products in over 140 countries.

The Company currently employs approximately 6,900 people in the United States and approximately 2,000 people outside the United States.

Operating Segments – Continuing Operations

The Company categorizes its businesses into four reportable segments: Children’s Book Publishing and Distribution; Educational Publishing; Media, Licensing and Advertising (which collectively represent the Company’s domestic operations); and International. This classification reflects the nature of products and services consistent with the method by which the Company’s chief operating decision-maker assesses operating performance and allocates resources.

The following table sets forth revenues by operating segment for the three fiscal years ended May 31:

 

 

 

 

 

 

 

 

 

 

 

 

 

(Amounts in millions)

 








 

 

 

2010

 

2009

 

2008

 








 

Children’s Book Publishing and Distribution

 

$

910.6

 

$

940.4

 

$

1,187.5

 

Educational Publishing

 

 

476.5

 

 

384.2

 

 

407.1

 

Media, Licensing and Advertising

 

 

113.8

 

 

125.7

 

 

114.7

 

International

 

 

412.0

 

 

399.0

 

 

449.8

 











 

 

 

 

 

 

 

 

 

 

 

 

Total

 

$

1,912.9

 

$

1,849.3

 

$

2,159.1

 











 

Additional financial information relating to the Company’s operating segments is included in Note 3 of Notes to Consolidated Financial Statements in Item 8, “Consolidated Financial Statements and Supplementary Data,” which is included herein.

Children’s Book Publishing and Distribution
(47.6% of fiscal 2010 revenues)

General

The Company’s Children’s Book Publishing and Distribution segment operates as an integrated business which includes the publication and distribution of children’s books in the United States through school-based book clubs and book fairs and the trade channel.

The Company is the world’s largest publisher and distributor of children’s books and is a leading operator of school-based book clubs and school-based book fairs in the United States. The Company is also a leading publisher of children’s books distributed through the trade channel. In fiscal 2010, the Company, excluding its discontinued operations, published or distributed approximately 280 million children’s books in the United States.

Scholastic offers a broad range of children’s books, many of which have received awards for excellence in children’s literature, including the Caldecott and Newbery Medals.

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The Company obtains titles for sale through its distribution channels from three principal sources. The first source for titles is the Company’s publication of books created under exclusive agreements with authors, illustrators, book packagers or other media companies. Scholastic generally controls the exclusive rights to sell these titles through all channels of distribution in the United States and, to a lesser extent, internationally. Scholastic’s second source of titles is licenses to publish books exclusively in specified channels of distribution, including reprints of books originally published by others for which the Company acquires rights to sell in the school market. The third source of titles is the Company’s purchase of finished books from other publishers.

School-Based Book Clubs

Scholastic founded its first school-based book club in 1948. The Company’s school-based book clubs consist of Honeybee®, serving children ages 1½ to 4; Firefly®, serving pre-kindergarten (“pre-K”) and kindergarten (“K”) students; SeeSaw®, serving students grades K to 1; Lucky®, serving students grades 2 to 3; Arrow®, serving students grades 4 to 6; TAB®, serving students grades 7 to 12; and Club LeoTM, which provides Spanish language offers to students in pre-K to grade 8. In addition to its regular offers, the Company creates special theme-based and seasonal offers targeted to different grade levels during the year.

The Company mails promotional materials containing order forms to teachers in the vast majority of the pre-K to grade 8 schools in the United States. Teachers who wish to participate in a school-based book club distribute the order forms to their students, who may choose from selections at substantial reductions from list prices. The teacher aggregates the students’ orders and forwards them to the Company by internet, phone, mail or fax. The Company estimates that over 65% of all elementary school teachers in the United States participate in the Company’s school-based book clubs. In fiscal 2010, orders through the internet accounted for 69% of total book club orders. The orders are then shipped to the classroom for distribution to the students. Schools who participate in the book clubs receive bonus points and other promotional incentives, which may be redeemed for the purchase of additional books and other resource materials for their classrooms or the school.

School-Based Book Fairs

The Company began offering school-based book fairs in 1981 to its school customers. Since that date, the Company has grown this business by expanding into new markets, including through selected acquisitions. In addition, more recently the Company has increased its business in its existing markets by (i) growing revenue on a per fair basis and (ii) increasing the number of fairs held at its existing school customers. The Company is the leading operator of school-based book fairs in the United States.

Book fairs are generally week-long events conducted on school premises, operated by school librarians and/or parent-teacher organizations. Book fair events provide children with access to hundreds of titles and allow them, together with family members on their behalf, to purchase books and other select products at the school. The Company provides such products to the schools for resale, and the schools conduct the book fairs as fundraisers for a variety of purposes, such as to purchase books, supplies and equipment for the school, and to make quality books available to their students in order to stimulate interest in reading.

The Company operates school-based book fairs in all 50 states under the name Scholastic Book Fairs®. Books and display cases are delivered to schools from the Company’s warehouses principally by a fleet of leased vehicles. Sales and customer service functions are performed from regional sales offices and distribution facilities supported by field representatives and from the Company’s national distribution facility in Missouri. Approximately 90% of the schools that sponsored a Scholastic book fair in fiscal 2009 sponsored a Scholastic book fair again in fiscal 2010.

Beginning in the fall of 2009, the Company deployed a new Point of Sale (“POS”) program in approximately 25% of its book fairs. Customer satisfaction and utilization rates were very positive and, as a result, the Company will deploy its POS technology in the

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remaining 75% of its fairs beginning in the fall of 2010. POS represents a strategic capital investment designed to provide improved inventory control and utilization and enhance school-based financial reporting as well as real time product sales visibility.

Trade

Scholastic is a leading publisher of children’s books sold through bookstores and mass merchandisers in the United States. The Company maintains approximately 6,000 titles for trade distribution. Scholastic’s original publications include Harry Potter®, The 39 CluesTM, The Magic School Bus®, I SpyTM, Captain Underpants®, Goosebumps®, and Clifford The Big Red Dog®, and licensed properties such as Star Wars® and Rainbow Magic®. In addition, the Company’s Klutz® imprint is a publisher and creator of “books plus” products for children, including titles such as Paper Fashions, Friendship Bracelets, Klutz Encyclopedia of Immaturity II Draw Star Wars: The Clone Wars and Doodle Journal.

The Company’s trade sales organization focuses on marketing and selling Scholastic’s publishing properties to bookstores, mass merchandisers, specialty sales outlets and other book retailers. Scholastic bestsellers during fiscal 2010 included books from The 39 Clues® series, the Harry Potter series, Meg Cabot’s Allie Finkle’s Rules for Girls series, Patrick Carman’s Skeleton Creek series and other titles, such as Catching Fire by Suzanne Collins and Shiver by Maggie Stiefvater.

Educational Publishing
(24.9% of fiscal 2010 revenues)

General

The Company’s Educational Publishing segment includes the production and/or publication and distribution to schools and libraries of educational technology products, curriculum materials, children’s books, classroom magazines and print and on-line reference and non-fiction products for grades pre-K to 12 in the United States.

The Company is a leading provider of educational technology products and services, as well as reading materials for schools and libraries. Scholastic has been providing quality, innovative educational materials to schools and libraries since it began publishing classroom magazines in the 1920s. The Company added supplementary books and texts to its product line in the 1960s, professional books for teachers in the 1980s and early childhood products and core curriculum materials, including educational technology products, in the 1990s. In 2002, the Company acquired Tom Snyder Productions, Inc., a developer and publisher of interactive educational software. The Company markets and sells its Educational Publishing products through a combination of field representatives, direct mail, telemarketing and the internet. In 2007, the Company began providing school consulting and professional development services.

Scholastic Education

Scholastic Education, which encompasses the Company’s core curriculum publishing operations, develops and distributes instructional materials directly to schools in the United States, primarily purchased through school and district budgets, often with the help of Federal funding sources. These operations include reading improvement programs and other educational technology products, as well as consulting and professional development services.

Scholastic Education’s efforts are focused on partnering with school districts to raise student achievement by providing solutions that combine content, technology and services in the areas of reading and math. Significant technology-based reading improvement programs that Scholastic offers include READ 180®, an intensive reading intervention program for students in grades 4 to 12 reading at least two years below grade level, System 44®, an intensive intervention program for students in grades 4 to 12 who have not yet mastered the 44 sounds and 26 letters of the English language, and Scholastic Reading Inventory, which is a research-based, computer-adaptive assessment for grades K to 12 that allows educators to assess a student’s reading comprehension. Other major programs include FASTT Math®, a technology-based program to improve math fluency, developed with the creator of READ 180, Do

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The Math®, a mathematics intervention program created by Marilyn Burns, a nationally known math educator, and Grolier OnlineTM, which provides subscriptions to reference databases for schools and libraries. The Company considers its educational technology products and related services to be a growth driver and continues to focus these businesses on technology and services.

Scholastic Classroom and Library Publishing

The Company distributes paperback collections to schools and school districts for classroom and school libraries and other uses, as well as to literacy organizations. Scholastic is a leading publisher of quality children’s reference and non-fiction products sold primarily to schools and libraries in the United States. Scholastic is a leading publisher of classroom magazines. Teachers in grades pre-K to 12 use these magazines as supplementary educational materials. The Company’s 30 classroom magazines supplement formal learning programs by bringing subjects of current interest into the classroom. The magazines are designed to encourage students to read and also to cover diverse subjects, including literature, math, science, current events, social studies and foreign languages. The most well-known of the Company’s domestic magazines are Scholastic News® and Junior Scholastic®.

Scholastic’s classroom magazine circulation in the United States in fiscal 2010 was 7.6 million, with approximately two-thirds of the circulation in grades pre-K to 6. In fiscal 2010, teachers in approximately 60% of the schools in the United States used the Company’s classroom magazines. The various classroom magazines are distributed either on a weekly, biweekly or monthly basis during the school year and are supplemented by timely materials featured on the Company’s website, scholastic.com. The majority of magazines purchased are paid for with school or district funds, with parents and teachers paying for the balance. Circulation revenue accounted for substantially all of the classroom magazine revenues in fiscal 2010.

Teaching Resources

The Company’s Teaching Resources division publishes and sells professional books designed for and generally purchased by teachers, both directly from the Company and through teacher stores and booksellers, including the Company’s own on-line Teacher Store, which provides professional books and other educational materials to schools and teachers.

Media, Licensing and Advertising
(6.0% of fiscal 2010 revenues)

General

The Company’s Media, Licensing and Advertising segment includes the production and/or distribution of media, consumer promotions and merchandising and advertising revenue, including sponsorship programs. Scholastic Media consists of Scholastic Entertainment Inc., Soup2Nuts Inc., Weston Woods Studios Inc.®, and Scholastic Interactive L.L.C.

Production and Distribution

Through Scholastic Entertainment Inc. (“SEI”), Soup2Nuts Inc. (“S2N”) and Weston Woods Studios, Inc., the Company’s entertainment and media division creates and produces television programming, videos/DVDs, feature films, and branded websites. SEI builds consumer awareness and value for the Company’s franchises by creating family-focused media that form the basis for global branding campaigns. SEI generates revenue by exploiting these assets globally across multiple media formats and by developing and executing brand-marketing campaigns.

SEI has built a television library of half-hour productions, including: Clifford The Big Red Dog®, Clifford’s Puppy DaysTM, Word Girl®, Maya & MiguelTM, The Magic School Bus®, Turbo Dogs, I Spy, Goosebumps®, Animorphs®, Dear America®, Horrible Histories®, Sammy’s StoryshopTM, Stellaluna, The Very Hungry Caterpillar and The Baby-sitters Club®. These series have been sold in the United States and throughout the world. These productions have garnered over 125 major awards including Emmy, Peabody and Academy awards. Since 2007, the Company has participated in a children’s programming venture which distributes educational

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children’s television programming under the name Qubo. Qubo features bilingual content with a mission to promote literacy and values in children’s television. Qubo provides programming on NBC and Telemundo as well as a branded 24/7 digital channel and is now in its fourth year, affording distribution for SEI’s television programming and generating awareness for the Scholastic brand.

S2N, an award-winning producer of animated television and web programming, has produced half-hour episodes of television programming, including the animated series Time Warp Trio and O’Grady. In fiscal 2010, S2N with SEI produced 20 additional half-hour episodes of the Emmy award-winning animated series WordGirl.

Weston Woods Studios Inc. creates audiovisual adaptations of classic children’s picture books, such as Where the Wild Things Are, Chrysanthemum and Make Way for Ducklings, which were initially produced for the school and library market as a supplemental educational resource. SEI has repackaged over 60 titles for sale to the consumer market under the rebranded “Scholastic Storybook TreasuresTMbanner. Weston Woods Studios has received numerous awards, including nine Andrew Carnegie Medals for Excellence in Children’s Video and an Academy Award nomination. Scholastic Audio produces award winning young adult and children’s audio recording for the school, library and trade market.

Brand Marketing and Consumer Products

Scholastic Media creates and develops award-winning global branding campaigns for Scholastic properties in order to extend and strengthen Scholastic’s consumer connection with parents, children and teachers. Scholastic Media has designed and managed consumer product campaigns for key brands including The 39 CluesTM, Clifford the Big Red Dog®, GoosebumpsTM, WordGirlTM, The Magic School Bus®, I SpyTM and Maya & MiguelTM.

Software and Interactive Products

Scholastic Media creates original and licensed consumer software, including handheld and console products with accessories, for grades K to 8. Products are distributed through the Company’s school-based software clubs, book clubs and book fairs, as well as the library/teacher market and the trade market. In addition, the Company acquires software and interactive products for distribution in all of these channels through a combination of licensing, purchases of product from software publishers and internal development. The Company’s Nintendo DS, Nintendo Wii, Leapster, Tag and Tag Junior, CD-ROM titles include the award-winning series I Spy, Brain Play®, Clifford®, Goosebumps®, Scholastic Animal Genius® and Math Missions®.

Advertising

Certain of the Company’s magazine properties generate advertising revenues as their primary source of revenue, including Instructor® and Scholastic Administrator, which are directed to education professionals and are distributed during the academic year. Subscriptions for these magazines are solicited primarily by direct mail, with total circulation of approximately 250,000 in fiscal 2010. Scholastic Parent and Child® magazine, which is directed at parents and distributed through schools and childcare programs, had circulation of approximately 1.3 million in fiscal 2010. These magazines carry paid advertising (both on the web and in print), advertising for Scholastic products and paid advertising for clients that sponsor customized programs.

Other

Also included in this segment are: Scholastic In-School Marketing, which develops sponsored educational materials and supplementary classroom programs in partnership with corporations, government agencies and nonprofit organizations; and Back to Basics Toys®, a direct-to-home catalog business specializing in children’s toys.

International
(21.5% of fiscal 2010 revenues)

General

The International segment includes the publication and distribution of products and services outside the United States by the Company’s international operations, and its export and foreign rights businesses.

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Scholastic has long-established operations in Canada, the United Kingdom, Australia, New Zealand and parts of Asia, with newer operations in China, India and Ireland. Scholastic’s operations in Canada, the United Kingdom and Australia generally mirror its United States business model. The Company’s international operations have original trade and educational publishing programs; distribute children’s books, software and other materials through school-based book clubs, school-based book fairs and trade channels; distribute magazines; and offer on-line services. Many of the Company’s international operations also have their own export and foreign rights licensing programs and are book publishing licensees for major media properties. Original books published by most of these operations have received awards of excellence in children’s literature. In Asia, the Company also publishes and distributes reference products and provides services under the Grolier name, and it also operates tutorial centers that provide English language training to students.

Canada

Scholastic Canada, founded in 1957, is a leading publisher and distributor of English and French language children’s books. Scholastic Canada also is the largest school-based book club and school-based book fair operator in Canada and is one of the leading suppliers of original or licensed children’s books to the Canadian trade market. Since 1965, Scholastic Canada has also produced quality Canadian-authored books and educational materials, including an early reading program sold to schools for grades K to 6.

United Kingdom

Scholastic UK, founded in 1964, is the largest school-based book club and school-based book fair operator and a leading children’s publisher in the United Kingdom. Scholastic UK also publishes magazines for teachers and supplemental educational materials, including professional books, and is one of the leading suppliers of original or licensed children’s books to the United Kingdom trade market.

Australia

Scholastic Australia, founded in 1968, is the largest school-based book club and book fair operation in Australia, reaching approximately 90% of the country’s primary schools. Scholastic Australia publishes quality children’s books supplying the Australian trade market. Scholastic Australia also provides value-added distribution services for the design software market.

New Zealand

Scholastic New Zealand, founded in 1962, is the largest children’s book publisher and the leading book distributor to schools in New Zealand. Through its school-based book clubs and book fairs, Scholastic New Zealand reaches approximately 90% of the country’s primary schools. In addition, Scholastic New Zealand provides value-added distribution services for the design software market.

Asia

The Company’s Asia operations include the former Grolier business, involving the sale of English language reference materials and local language products through a network of over 1,600 independent door-to-door sales representatives in India, Indonesia, Malaysia, the Philippines, Singapore and Thailand, and also include the sale of educational and related materials to schools and the trade. In addition, in India the Company operates school-based book clubs and book fairs and publishes original titles in the English and Hindi languages. In the Philippines, the Company also operates school-based book fairs, and in Malaysia, the Company operates school-based book clubs. The Company operates a book club in China, and in cooperation with local companies, also operates tutorial centers that provide English language training to students.

Foreign Rights and Export

The Company licenses the rights to selected Scholastic titles in over 45 languages to other publishing companies around the world. The Company’s export business sells educational materials, software and children’s books to schools, libraries, bookstores and other book distributors in over 140 countries that are

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not otherwise directly serviced by Scholastic subsidiaries. The Company partners with governments and non-governmental agencies to create and distribute books to public schools in developing countries.

Discontinued Operations

As previously announced, the Company determined to sell or shut down its domestic, Canadian and UK continuities businesses, and intends to sell a related warehousing and distribution facility located in Maumelle, Arkansas (the “Maumelle Facility”) and an office and distribution facility in Danbury, Connecticut (the “Danbury Facility”). During fiscal 2009, the Company also ceased its operations in Argentina and Mexico, its door-to-door selling operations in Puerto Rico as well as its continuities business in Australia and New Zealand, its corporate book fairs business and closed its Scarsdale, NY store. The Company also sold a trade magazine. Additionally, the Company sold a non-core market research business and a non-core online resource for teachers business. In fiscal 2010, the Company sold a previously discontinued non-core book distribution business. All of the above businesses are classified as discontinued operations in the Company’s financial statements.

Production and Distribution

The Company’s books, magazines, software and interactive products and other materials are manufactured by the Company with assistance of third parties under contracts entered into through arms-length negotiations or competitive bidding. As appropriate, the Company enters into multi-year agreements that guarantee specified volume in exchange for favorable pricing terms. Paper is purchased from paper mills and other third-party sources. The Company does not anticipate any difficulty in continuing to satisfy its manufacturing and paper requirements.

In the United States, the Company mainly processes and fulfills orders for school-based book club, trade, curriculum publishing, reference and non-fiction products and export orders from its primary warehouse and distribution facility in Jefferson City, Missouri. Magazine orders are processed at the Jefferson City facility and are shipped directly from printers.

In connection with its trade business, the Company generally outsources certain services, including invoicing, billing, returns processing and collection services, and ships product directly from printers to customers. School-based book fair orders are fulfilled through a network of warehouses across the country. The Company’s international school-based book club, school-based book fair, trade and educational operations use distribution systems similar to those employed in the U.S.

Content Acquisition

Access to intellectual property or content (“Content”) for the Company’s product offerings is critical to the success of the Company’s operations. The Company incurs significant costs for the acquisition and development of Content for its product offerings. These costs are often deferred and recognized as the Company generates revenues derived from the benefits of these costs. These costs include the following:

 

 

 

 

Prepublication costs. Prepublication costs are incurred in all of the Company’s reportable segments. Prepublication costs include costs incurred to create and develop the art, prepress, editorial, digital conversion and other Content required for the creation of the master copy of a book or other media. While prepublication costs in the Children’s Book Publishing and Distribution segment are relatively modest amounts for each individual title, there are a large number of separate titles published annually. Prepublication costs in the Educational Publishing segment are often in excess of $1 million for an individual program, as the development of Content for complex intervention and educational programs requires significant resources and investment.

 

 

 

 

Royalty advances. Royalty advances are incurred in all of the Company’s reportable segments, but are most prevalent in the Children’s Book Publishing and Distribution

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segment and enable the Company to obtain contractual commitments from authors to produce Content. The Company regularly provides authors with advances against expected future royalty payments, often before the books are written. Upon publication and sale of the books or other media, the authors generally will not receive further royalty payments until the contractual royalties earned from sales of such books or other media exceed such advances.

 

 

 

 

Production costs. Production costs are incurred in the Media, Licensing and Advertising segment. Production costs include the costs to create films, television programming, home videos and other entertainment Content. These costs include the costs of talent, artists, production crews and editors, as well as other costs incurred in connection with the production of this Content. Advertising and promotional costs are not included in production costs.

Seasonality

The Company’s school-based book clubs, school-based book fairs and most of its magazines operate on a school-year basis. Therefore, the Company’s business is highly seasonal. As a result, the Company’s revenues in the first and third quarters of the fiscal year generally are lower than its revenues in the other two fiscal quarters. Typically, school-based book club and book fair revenues are greatest in the second quarter of the fiscal year, while revenues from the sale of instructional materials and educational technology products are typically highest in the first quarter. The Company historically has experienced a loss from operations in the first and third quarters of each fiscal year.

Competition

The markets for children’s educational, educational technology and entertainment materials are highly competitive. Competition is based on the quality and range of materials made available, price, promotion and customer service as well as the nature of the distribution channels. Competitors include numerous other book, textbook, library, reference material and supplementary text publishers, distributors and other resellers (including over the internet) of children’s books and other educational materials, national publishers of classroom and professional magazines with substantial circulation, numerous producers of television, video and film programming (many of which are substantially larger than the Company), television and cable networks, publishers of computer software and interactive products, and distributors of products and services on the internet. In the United States, competitors also include regional and local school-based book fair operators, other fundraising activities in schools, and bookstores. In its educational technology business, additional competitive factors include the demonstrated effectiveness of the products being offered, as well as available funding sources to school districts, and, although the Company believes no one offers as comprehensive an offering as its suite of reading intervention products and services, the Company faces competition from textbook publishers, distributors of other technology-based programs addressing the subject areas of the Company’s offerings, such as reading and phonics, and, with respect to its consulting services, not-for-profit organizations providing consulting covering various areas related to education. Competition may increase to the extent that other entities enter the market and to the extent that current competitors or new competitors develop and introduce new materials that compete directly with the products distributed by the Company or develop or expand competitive sales channels. The Company believes that its position as both a publisher and distributor are unique to certain of the markets in which it competes, principally in the context of its children’s book business.

Copyright and Trademarks

As an international publisher and distributor of books, software and other media products, Scholastic aggressively utilizes the intellectual property protections of the United States and other countries in order to maintain its exclusive rights to identify and distribute many of its products. Accordingly, SCHOLASTIC is a trademark registered in the United States and in a number of countries where the Company conducts business. The Corporation’s principal operating subsidiary in the United States,

(SCHOLASTIC LOGO)

8



 


Scholastic Inc., and the Corporation’s international subsidiaries have registered and/or have pending applications to register in relevant territories trademarks for important services and programs. All of the Company’s publications, including books, magazines and software and interactive products, are subject to copyright protection both in the United States and internationally. The Company also obtains domain name protection for its internet domains. The Company seeks to obtain the broadest possible intellectual property rights for its products, and because inadequate legal and technological protections for intellectual property and proprietary rights could adversely affect operating results, the Company vigorously defends those rights against infringement.

Executive Officers

The following individuals have been determined by the Board of Directors to be the executive officers of the Company. Each such individual serves as an executive officer of Scholastic until such officer’s successor has been elected or appointed and qualified or until such officer’s earlier resignation or removal.

 

 

 

 

 

 

 








Name

 

Age

 

Employed by
Registrant Since

 

Position(s) for Past Five Years








Richard Robinson

 

73

 

1962

 

Chairman of the Board (since 1982), President (since 1974) and Chief Executive Officer (since 1975).








Maureen O’Connell

 

48

 

2007

 

Executive Vice President, Chief Administrative Officer and Chief Financial Officer (since 2007). Prior to joining the Company, Executive Vice President and Chief Financial Officer of Affinion Group, Inc., an affinity marketing company (2006); President and Chief Operating Officer (2003-2004) and Executive Vice President and Chief Financial and Administrative Officer (2002-2003) of Gartner, Inc., an information technology and research advisory firm; and Executive Vice President and Chief Financial Officer of Barnes & Noble, Inc. (2000-2002).








Margery W. Mayer

 

58

 

1990

 

Executive Vice President (since 1990), President, Scholastic Education (since 2002) and Executive Vice President, Learning Ventures (1998-2002).








Judith A. Newman

 

52

 

1993

 

Executive Vice President and President, Book Clubs (since 2005) and Scholastic At Home (2005-2006); Senior Vice President and President, Book Clubs and Scholastic At Home (2004-2005); and Senior Vice President, Book Clubs (1997-2004).








Cynthia Augustine

 

52

 

2007

 

Senior Vice President, Human Resources and Employee Services (since 2007). Prior to joining the Company, Senior Vice President of Talent Management for Time Warner, Inc. (2004-2005); and various positions at The New York Times Company, including Senior Vice President, Human Resources (1998 -2004) and President, Broadcast Group (2000-2004).








Andrew S. Hedden

 

69

 

2008

 

Member of the Board of Directors (since 1991) and Executive Vice President, General Counsel and Secretary (since 2008). Prior to joining the Company, partner at the law firm of Baker & McKenzie LLP (2005-2008) and the law firm of Coudert Brothers LLP (1975-2005).








(SCHOLASTIC LOGO)

9



 


Available Information

The Corporation’s annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and any amendments to those reports are accessible at the Investor Relations portion of its website, www.scholastic.com, by clicking on the “SEC Filings” tab and are available, without charge, as soon as reasonably practicable after such reports are electronically filed or furnished to the Securities and Exchange Commission (“SEC”). The Company also posts the dates of its upcoming scheduled financial press releases, telephonic investor calls and investor presentations on the “Calendar and Presentations” portion of its website at least five days prior to the event. The Company’s investor calls are open to the public and remain available through the Company’s website for at least one year thereafter.

The public may also read and copy materials that the Company files with the SEC at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, DC. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also maintains an internet site, at www.sec.gov, that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC.

Item 1A | Risk Factors

Set forth below and elsewhere in this Annual Report on Form 10-K and in other documents that the Corporation files with the SEC are risks that should be considered in evaluating the Corporation’s Common Stock, as well as risks and uncertainties that could cause the actual future results of the Company to differ from those expressed or implied in the forward-looking statements contained in this Report and in other public statements the Company makes. Additionally, because of the following risks and uncertainties, as well as other variables affecting the Company’s operating results, the Company’s past financial performance should not be considered an indicator of future performance.

If we cannot anticipate trends and develop new products or adapt to new technologies responding to changing customer preferences, this could adversely affect our revenues or profitability.

The Company operates in highly competitive markets that are subject to rapid change, including, in particular, changes in customer preferences and changes and advances in relevant technologies. There are substantial uncertainties associated with the Company’s efforts to develop successful educational, trade publishing, entertainment and software and interactive products and services for its customers, as well as to adapt its print materials to new digital technologies, including the internet and eReader devices. The Company makes significant investments in new products and services that may not be profitable, or whose profitability may be significantly lower than the Company has experienced historically. In particular, in the context of the Company’s current focus on key digital opportunities, including ebooks for children, no meaningful market has yet developed and the Company may be unsuccessful in establishing itself as a significant factor in any market which does develop. Many aspects of an eReader market which could develop for children, such as the nature of the relevant software, relevant methods of delivery, including affordable devices, and relevant content, as well as pricing models, have not yet taken shape but will, most likely, be subject to change on a recurrent basis until a pattern develops and the potential market for children becomes more defined. There can be no assurance that the Company will be successful in implementing its ebook strategy, which could adversely affect the Company’s revenues and growth opportunities. In addition, the Company faces technological risks associated with software product development and service delivery in its educational technology and e-commerce businesses, as well as its internal business support systems, which could involve service failures, delays or internal system failures that result in damages, lost business or failures to be able to fully exploit business opportunities.

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10



 


Our financial results would suffer if we fail to successfully meet market needs in school-based book clubs and book fairs, two of our core businesses.

The Company’s school-based book clubs and book fairs are core businesses, which produce a substantial part of the Company’s revenues. The Company is subject to the risk that it will not successfully develop and execute new promotional strategies for its school-based book clubs or book fairs in response to future customer trends or technological changes or otherwise meet market needs in these businesses in a timely fashion and successfully maintain teacher or school sponsorship levels, which would have an adverse effect on the Company’s financial results.

If we fail to maintain the continuance of strong relationships with our authors, illustrators and other creative talent, as well as to develop relationships with new creative talent, our business could be adversely affected.

The Company’s business, in particular the trade publishing and media portions of the business, is highly dependent on maintaining strong relationships with the authors, illustrators and other creative talent who produce the products and services that are sold to its customers. Any overall weakening of these relationships, or the failure to develop successful new relationships, could have an adverse impact on the Company’s business and financial performance.

If we fail to adapt to new purchasing patterns or requirements, our business and financial results could be adversely affected.

The Company’s business is affected significantly by changes in purchasing patterns or trends in, as well as the underlying strength of, the educational, trade, entertainment and software markets. In particular, the Company’s educational publishing and technology businesses may be adversely affected by budgetary restraints and other changes in state educational funding as a result of new legislation or regulatory actions, both at the federal and state level, as well as changes in the procurement process, to which the Company may be unable to adapt successfully. Recently, shortfalls in funding have negatively impacted purchasing patterns in the education markets. Continuation of this trend could negatively impact the Company. In this context, while Federal economic stimulus funding under the American Recovery and Reinvestment Act has benefited the Company by providing additional educational funding to compensate for budget shortfalls at the state level in fiscal 2010, there are no guarantees that these levels of funding will continue in fiscal 2011 and thereafter or the extent to which the Company may continue to benefit therefrom. In addition, there are many competing demands for educational funds, and there can be no guarantee that the Company will otherwise be successful in continuing to obtain sales of its products from any available funding.

The competitive pressures we face in certain of our businesses could adversely affect our financial performance and growth prospects.

The Company is subject to significant competition, including from other educational and trade publishers and media, entertainment and internet companies, many of which are substantially larger than the Company and have much greater resources. To the extent the Company cannot meet these challenges from existing or new competitors, including in the educational publishing business, and develop new product offerings to meet customer preferences or needs, the Company’s revenues and profitability could be adversely affected.

The reputation of the Company is one of its most important assets, and any adverse publicity or adverse events, such as a significant data privacy breach, could cause significant reputational damage and financial loss.

The businesses of the Company focus on learning and education, and its key relationships are with educators, teachers, parents and children. In particular, the Company believes that, in selecting its products, teachers, educators and parents rely on the Company’s reputation for quality educational products appropriate for children. Also, in certain of its businesses the Company holds significant volumes of personal data, including that of customers, and, in its educational technology business, students. Adverse publicity, whether or not valid, could reduce demand for the Company’s products or adversely affect its relationship with teachers or educators, impacting participation in

(SCHOLASTIC LOGO)

11



 


book clubs or book fairs or decisions to purchase educational technology or other products or services of the Company’s educational technology business. Further, a failure to adequately protect personal data, including that of customers or students, could lead to penalties, significant remediation costs and reputational damage, including loss of future business.

If we are unsuccessful in implementing our corporate strategy we may not be able to maintain our historical growth.

The Company’s future growth depends upon a number of factors, including the ability of the Company to successfully implement its strategies for the respective business units, the introduction and acceptance of new products and services, including the success of its digital strategy, its ability to expand in the global markets that it serves and its continuing success in implementing on-going cost containment and reduction programs. Difficulties, delays or failures experienced in connection with any of these factors could materially affect the future growth of the Company.

Increases in certain operating costs and expenses, which are beyond our control and can significantly affect our profitability, could adversely affect our operating performance.

The Company’s major expense categories include employee compensation and printing, paper and distribution (such as postage, shipping and fuel) costs. The Company offers its employees competitive salaries and benefit packages in order to attract and retain the quality of employees required to grow and expand its businesses. Compensation costs are influenced by general economic factors, including those affecting costs of health insurance, post-retirement benefits and any trends specific to the employee skill sets the Company requires.

Paper prices fluctuate based on worldwide demand and supply for paper, in general, as well as for the specific types of paper used by the Company. If there is a significant disruption in the supply of paper or significant increases in such costs beyond those currently anticipated, which would generally be beyond the control of the Company, or if the Company’s strategies to try to manage these costs, including additional cost savings initiatives, are ineffective, the Company’s results of operations could be adversely affected.

The loss of or failure to obtain rights to intellectual property material to our businesses would adversely affect our financial results.

The Company’s products generally comprise intellectual property delivered through a variety of media. The ability to achieve anticipated results depends in part on the Company’s ability to defend its intellectual property against infringement, as well as the breadth of rights obtained. The Company’s operating results could be adversely affected by inadequate legal and technological protections for intellectual property and proprietary rights in some jurisdictions, markets and media, and the Company’s revenues could be constrained by limitations on the rights that the Company is able to secure to exploit its intellectual property in different media and distribution channels.

Because we sell our products and services in foreign countries, changes in currency exchange rates, as well as other risks and uncertainties, could adversely affect our operations and financial results.

The Company has various operating subsidiaries domiciled in foreign countries. In addition, the Company sells products and services to customers located in foreign countries where it does not have operating subsidiaries. Accordingly, the Company could be adversely affected by changes in currency exchange rates, as well as by the political and economic risks attendant to conducting business in foreign countries. These risks include the potential of political instability in developing nations where the Company is conducting business.

Certain of our activities are subject to weather risks, which could disrupt our operations or otherwise adversely affect our financial performance.

The Company conducts many of its businesses and maintains warehouse and office facilities in locations that are at risk of being negatively affected by severe weather events, such as hurricanes, floods or snowstorms. For example, in the fall of 2005, a series of hurricanes had a severe impact on the Gulf Coast area of the United States, closing several thousand schools, displacing several hundred thousand students

(SCHOLASTIC LOGO)

12



 


and their families and, in turn, affecting the schools that took in those children. This impacted the Company’s school-based book clubs, school-based book fairs and education businesses. Accordingly, the Company could be adversely affected by any future significant weather event.

Control of the Company resides in our Chairman of the Board, President and Chief Executive Officer and other members of his family through their ownership of Class A Stock, and the holders of the Common Stock generally have no voting rights with respect to transactions requiring stockholder approval.

The voting power of the Corporation’s capital stock is vested exclusively in the holders of Class A Stock, except for the right of the holders of Common Stock to elect one-fifth of the Board of Directors and except as otherwise provided by law or as may be established in favor of any series of preferred stock that may be issued. Richard Robinson, the Chairman of the Board, President and Chief Executive Officer, and other members of the Robinson family beneficially own all of the outstanding shares of Class A Stock and are able to elect up to four-fifths of the Corporation’s Board of Directors and, without the approval of the Corporation’s other stockholders, to effect or block other actions or transactions requiring stockholder approval, such as a merger, sale of substantially all assets or similar transaction.

These factors should not be construed as exhaustive or as any admission regarding the adequacy of disclosures made by the Company prior to the date hereof.

Forward-Looking Statements:

This Annual Report on Form 10-K contains forward-looking statements. Additional written and oral forward-looking statements may be made by the Company from time to time in SEC filings and otherwise. The Company cautions readers that results or expectations expressed by forward-looking statements, including, without limitation, those relating to the Company’s future business prospects, plans, ecommerce and digital initiatives strategies, goals, revenues, improved efficiencies, general costs, manufacturing costs, medical costs, merit pay, operating margins, working capital, liquidity, capital needs, interest costs and income, are subject to risks and uncertainties that could cause actual results to differ materially from those indicated in the forward-looking statements, due to factors including those noted in this Annual Report and other risks and factors identified from time to time in the Company’s filings with the SEC.

The Company disclaims any intention or obligation to update or revise forward-looking statements, whether as a result of new information, future events or otherwise.

Item 1B | Unresolved Staff Comments

None

Item 2 | Properties

The Company maintains its principal offices in the metropolitan New York area, where it owns and leases approximately 600,000 square feet of space. The Company also owns or leases approximately 1.7 million square feet of office and warehouse space for its primary warehouse and distribution facility located in the Jefferson City, Missouri area. In addition, the Company owns or leases approximately 3.0 million square feet of office and warehouse space in over 70 facilities in the United States, principally for Scholastic book fairs.

Additionally, the Company owns or leases approximately 1.5 million square feet of office and warehouse space in over 100 facilities in Canada, the United Kingdom, Australia, New Zealand, Asia and elsewhere around the world for its international businesses.

The Company considers its properties adequate for its current needs. With respect to the Company’s leased properties, no difficulties are anticipated in negotiating renewals as leases expire or in finding other satisfactory space, if current premises become unavailable. For further information concerning the Company’s obligations under its leases, see Notes 1 and 5 of Notes to Consolidated Financial Statements in Item 8, “Consolidated Financial Statements and Supplementary Data.”

(SCHOLASTIC LOGO)

13



 


Item 3 | Legal Proceedings

As previously reported, the Company is party to certain actions filed by each of Alaska Laborers Employee Retirement Fund and Paul Baicu, which were consolidated on November 8, 2007. On September 26, 2008, the plaintiff sought leave of the Court to file a second amended class action complaint, in order to add allegations relating to the Company’s restatement announced in the Company’s Annual Report on Form 10-K filed on July 30, 2008. The Court thereafter dismissed the Company’s pending motion to dismiss as moot. On October 20, 2008, the plaintiff filed the second amended complaint, and on October 31, 2008, the Company filed a motion to dismiss the second amended complaint, which remains pending. The second amended class action complaint continues to allege securities fraud relating to statements made by the Company concerning its operations and financial results between March 2005 and March 2006 and seeks unspecified compensatory damages. The Company continues to believe that the allegations in such complaint are without merit and is vigorously defending the lawsuit.

In addition to the above suits, various claims and lawsuits arising in the normal course of business are pending against the Company. The results of these proceedings are not expected to have a material adverse effect on the Company’s consolidated financial position or results of operations.

Item 4 | Reserved

(SCHOLASTIC LOGO)

14



 


 

Part II

Item 5 | Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Market Information: Scholastic Corporation’s Common Stock, par value $0.01 per share (the “Common Stock”), is traded on the NASDAQ Global Select Market under the symbol SCHL. Scholastic Corporation’s Class A Stock, par value $0.01 per share (the “Class A Stock”), is convertible, at any time, into Common Stock on a share-for-share basis. There is no public trading market for the Class A Stock. Set forth below are the quarterly high and low closing sales prices for the Common Stock as reported by NASDAQ for the periods indicated:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For fiscal years ended May 31,

 



 

 

2010

 

2009

 







 

 

High

 

Low

 

High

 

Low

 











First Quarter

 

$

25.46

 

$

18.53

 

$

31.35

 

$

25.03

 

Second Quarter

 

 

26.88

 

 

23.03

 

 

30.00

 

 

11.96

 

Third Quarter

 

 

31.38

 

 

24.81

 

 

17.36

 

 

10.60

 

Fourth Quarter

 

 

31.22

 

 

25.17

 

 

20.34

 

 

9.39

 















Holders: The number of holders of Class A Stock and Common Stock as of June 30, 2010 were 3 and approximately 9,007, respectively. The number of holders includes holders of record and an estimate of the number of persons holding in street name.

Dividends: During the first quarter of fiscal 2009, the Company initiated a regular quarterly dividend in the amount of $0.075 per Class A and Common share, for a total of $0.30 per share in respect of each of fiscal 2009 and fiscal 2010. In July 2010, the Board of Directors declared a cash dividend of $0.075 per Class A and Common share in respect of the first quarter of fiscal 2011. The dividend is payable on September 15, 2010 to shareholders of record on August 31, 2010. All dividends have been in compliance with the Company’s debt covenants.

Share purchases: The following table provides information with respect to purchases of shares of Common Stock by the Corporation during the quarter ended May 31, 2010:

Issuer Purchases of Equity Securities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Amounts in millions, except share and per share amounts)

 

Period

 

Total
number of
shares
purchased

 

Average
price
paid
per share

 

Total number
of shares
purchased
as part
of publicly
announced
plans
or programs

 

Approximate
dollar value
(in millions)
that may yet
be purchased
under the plans
or programs(1)

 











March 1, 2010 through March 31, 2010

 

111,422

 

 

$

29.11

 

111,422

 

 

$

16.3

 

April 1, 2010 through April 30, 2010

 

54,545

 

 

$

27.16

 

54,545

 

 

$

14.8

 

May 1, 2010 through May 31, 2010

 

175,008

 

 

$

26.06

 

175,008

 

 

$

10.2

 















Total

 

340,975

 

 

$

27.23

 

340,975

 

 

 

 

 
















 

 

(1)

On December 16, 2009, the Company announced that its Board of Directors had authorized a new program to purchase up to $20.0 million of Common Stock, from time to time as conditions allow, on the open market or through negotiated private transactions. As of May 31, 2010, approximately $10.2 million remained of the current authorization.

(SCHOLASTIC LOGO)

15



 


 

Stock Price Performance Graph

The graph below matches the Corporation’s cumulative 5-year total shareholder return on common stock with the cumulative total returns of the NASDAQ Composite index and a customized peer group of three companies that includes: The McGraw-Hill Companies, Pearson PLC and John Wiley & Sons Inc. The graph tracks the performance of a $100 investment in the Corporation’s Common Stock, in the peer group and in the index (with the reinvestment of all dividends) from June 1, 2005 to May 31, 2010.

 

Comparison of 5 Year Cumulative Total Return*

Among Scholastic Corporation, The NASDAQ Composite Index
And A Peer Group

(LINE GRAPH)

* $100 invested on 6/1/05 in stock or index-including reinvestment of dividends:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fiscal year ended May 31,















 

 

2005

 

2006

 

2007

 

2008

 

2009

 

2010

 















Scholastic Corporation

 

$

100.00

 

$

70.15

 

$

84.67

 

$

82.89

 

$

53.15

 

$

71.70

 

NASDAQ Composite Index

 

 

100.00

 

 

106.38

 

 

129.32

 

 

124.24

 

 

87.03

 

 

111.18

 

Peer Group

 

 

100.00

 

 

116.73

 

 

159.70

 

 

110.82

 

 

86.19

 

 

98.82

 

The stock price performance included in this graph is not necessarily indicative of future stock price performance.

(SCHOLASTIC LOGO)

16



 


 

Item 6 | Selected Financial Data


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Amounts in millions, except per share data)

 

For fiscal years ended May 31,













 

 

2010

 

2009

 

2008

 

2007

 

2006

 













Statement of Operations Data:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total revenues

 

$

1,912.9

 

$

1,849.3

 

$

2,159.1

 

$

1,870.6

 

$

2,004.6

 

Cost of goods sold(1)

 

 

859.8

 

 

881.7

 

 

1,042.3

 

 

871.4

 

 

982.9

 

Selling, general and administrative expenses(2)

 

 

803.4

 

 

777.2

 

 

825.6

 

 

759.3

 

 

788.0

 

Bad debt expense(3)

 

 

9.5

 

 

15.8

 

 

8.6

 

 

11.1

 

 

12.0

 

Depreciation and amortization(4)

 

 

59.5

 

 

60.7

 

 

62.2

 

 

61.4

 

 

60.6

 

Severance(5)

 

 

9.2

 

 

26.5

 

 

7.0

 

 

14.3

 

 

12.6

 

Impairment charge(6)

 

 

43.1

 

 

17.0

 

 

 

 

 

 

 

Operating income

 

 

128.4

 

 

70.4

 

 

213.4

 

 

153.1

 

 

148.5

 

Other income(7)

 

 

0.9

 

 

0.7

 

 

2.6

 

 

 

 

 

Interest expense, net

 

 

16.2

 

 

23.0

 

 

29.8

 

 

30.9

 

 

32.4

 

(Loss) gain on investments(8)

 

 

(1.5

)

 

(13.5

)

 

 

 

3.0

 

 

 

Earnings from continuing operations

 

 

58.7

 

 

13.2

 

 

117.3

 

 

82.7

 

 

77.7

 

Loss from discontinued operations, net of tax

 

 

(2.6

)

 

(27.5

)

 

(134.5

)

 

(21.8

)

 

(9.1

)

Net income (loss)

 

 

56.1

 

 

(14.3

)

 

(17.2

)

 

60.9

 

 

68.6

 


















Share Information:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings from continuing operations:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

1.61

 

$

0.35

 

$

3.03

 

$

1.95

 

$

1.87

 

Diluted

 

$

1.59

 

$

0.35

 

$

2.99

 

$

1.92

 

$

1.84

 

Loss from discontinued operations:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

(0.07

)

$

(0.74

)

$

(3.47

)

$

(0.52

)

$

(0.22

)

Diluted

 

$

(0.07

)

$

(0.73

)

$

(3.43

)

$

(0.50

)

$

(0.21

)

Net income (loss):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

1.54

 

$

(0.39

)

$

(0.44

)

$

1.43

 

$

1.65

 

Diluted

 

$

1.52

 

$

(0.38

)

$

(0.44

)

$

1.42

 

$

1.63

 

Weighted average shares outstanding – basic

 

 

36.5

 

 

37.2

 

 

38.7

 

 

42.5

 

 

41.6

 

Weighted average shares outstanding – diluted

 

 

36.8

 

 

37.4

 

 

39.2

 

 

43.0

 

 

42.2

 

Dividends declared per common share

 

$

0.30

 

$

0.30

 

$

 

$

 

$

 


















Balance Sheet Data:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Working Capital

 

$

501.1

 

$

412.4

 

$

475.9

 

$

502.8

 

$

390.0

 

Cash and cash equivalents

 

 

244.1

 

 

143.6

 

 

116.1

 

 

19.8

 

 

199.4

 

Total assets

 

 

1,600.4

 

 

1,608.8

 

 

1,761.6

 

 

1,816.7

 

 

1,991.2

 

Long-term debt (excluding capital leases)

 

 

202.5

 

 

250.0

 

 

295.1

 

 

173.4

 

 

173.2

 

Total debt

 

 

252.8

 

 

303.7

 

 

349.7

 

 

239.6

 

 

502.4

 

Long-term capital lease obligations

 

 

55.0

 

 

54.5

 

 

56.7

 

 

59.8

 

 

61.4

 

Total capital lease obligations

 

 

55.9

 

 

57.9

 

 

61.6

 

 

65.3

 

 

68.9

 

Total stockholders’ equity

 

 

830.4

 

 

785.0

 

 

873.1

 

 

1,068.0

 

 

988.3

 



















 

 

(1)

In fiscal 2006, the Company recorded pre-tax costs of $3.2, related to the write-down of certain print reference set assets.

 

 

(2)

In fiscal 2010, the Company recorded a pre-tax charge of $7.5 associated with the settlement of a sales tax negotiation and a pre-tax charge of $4.7 associated with restructuring in the UK. In fiscal 2009, the Company recorded a pre-tax charge of $1.4, related to asset impairments.

 

 

(3)

In fiscal 2006, the Company recorded pre-tax bad debt expense of $2.9, associated with the bankruptcy of a for-profit educational services customer.

 

 

(4)

In fiscal 2008, the Company recorded a pre-tax charge of $3.8, related to the impairment of certain intangible assets and prepublication costs.

 

 

(5)

In fiscal 2009, the Company recorded pre-tax severance expense of $18.1, which was primarily related to the Company’s previously announced voluntary retirement program and a workforce reduction program.

 

 

(6)

In fiscal 2010, the Company recorded a pre-tax asset impairment charge of $36.3 attributable to intangible assets and prepublication costs associated with the library business, a pre-tax charge of $3.8 associated with a customer list and a pre-tax charge of $3.0 for goodwill and intangible assets associated with the Company’s direct-to-home toy catalog business. In fiscal 2009, the Company recorded a pre-tax $17.0 goodwill impairment charge attributable to the Company’s UK operations.

 

 

(7)

In fiscal 2010, the Company recorded a pre-tax gain of $0.9 on note repurchases of $4.1. In fiscal 2009, the Company recorded a pre-tax gain of $0.4 on note repurchases of $2.1 and a pre-tax gain of $0.3 related to an accelerated payment of a note. In fiscal 2008, the Company recorded a pre-tax gain on note repurchases of $2.1 and a pre-tax currency gain on settlement of a loan of $1.4, partially offset by $0.9 of pre-tax expense from an early termination of one of the Company’s subleases.

 

 

(8)

In fiscal 2010, the Company recorded a pre-tax loss of $1.5 in a U.S. based cost method investment. In fiscal 2009, the Company recorded a pre-tax loss on investments of $13.5, related to investments in the United Kingdom. In fiscal 2007, the Company sold its remaining portion of an equity investment and recorded a pre-tax gain of $3.0.

(SCHOLASTIC LOGO)

17



 


 

Item 7 | Management’s Discussion and Analysis of Financial Condition and Results of Operations

General

The Company categorizes its businesses into four reportable segments: Children’s Book Publishing and Distribution; Educational Publishing; Media, Licensing and Advertising (which collectively represent the Company’s domestic operations); and International. This classification reflects the nature of products and services consistent with the method by which the Company’s chief operating decision-maker assesses operating performance and allocates resources.

The following discussion and analysis of the Company’s financial position and results of operations should be read in conjunction with the Company’s Consolidated Financial Statements and the related Notes included in Item 8, “Consolidated Financial Statements and Supplementary Data.”

Overview and Outlook

During fiscal 2010, the Company generated strong results in the Educational Publishing segment, more than offsetting revenue declines in certain businesses in the Children’s Book Publishing and Distribution segment. The Company successfully achieved its long term operating margin goal by successfully executing its plan for growth in Scholastic Education, improving efficiencies in Children’s Books and tightly managing costs and cash. The Company also continued to strengthen its balance sheet through higher earnings and effective working capital management.

In fiscal 2010, revenue was $1,912.9 million, up 3.4% from $1,849.3 million a year ago, reflecting increased revenues in the Educational Publishing segment related to higher sales of READ 180, System 44 and other educational technology products and related services in Scholastic Education, reflecting strong execution and the benefit of new products and adoptions, as well as the significant impact of federal stimulus funding for education.

In fiscal 2010, operating income was $128.4 million, which included one-time, primarily non-cash items of $55.3 million, associated with write-downs of unproductive assets of $43.1 million, the restructuring of the Company’s UK operations of $4.7 million and $7.5 million related to a sales tax settlement. This compares favorably to operating income of $70.4 million in the prior fiscal year, which included one-time, mostly non-cash charges of $38.2 million consisting of $19.8 million severance and other employee expenses related to the Company’s cost reduction plans and asset impairments of $18.4 million. These results reflect the increased revenues in the Educational Publishing segment, overall effective cost management and improved efficiencies in the Company’s Children’s Book Publishing and Distribution segment.

During fiscal 2011, the Company’s plan is to sustain last year’s strong operating income before spending approximately $20 million to invest in Children’s Books’ key digital opportunities, ecommerce and ebooks, reflecting the accelerating change and growth in these areas. In the Educational Publishing segment, the Company will focus on consolidating last year’s record growth through strong renewals of services and follow-on product sales, as well as reaching new customers, while continuing to develop a strong pipeline of reading and math programs. The Company expects solid growth in the Children’s Book Publishing and Distribution segment in fiscal 2011, driven by strong performance in School Book Clubs and Book Fairs. Revenue in the Educational Publishing segment is expected to be in line with fiscal 2010, despite lower anticipated benefit from federal stimulus funding and fewer product introductions compared to last year.

Across the Company, improved efficiencies are expected to offset higher commodity, manufacturing and medical costs, as well as merit pay increases. The Company expects to continue to generate free cash flow in excess of net income by aggressively managing working capital, effectively offsetting increased capital spending on new products and digital initiatives.

Critical Accounting Policies and Estimates

General:

The Company’s discussion and analysis of its financial condition and results of operations is based upon its consolidated financial statements, which have been prepared in accordance with accounting principles

(SCHOLASTIC LOGO)

18



 


 

generally accepted in the United States. The preparation of these financial statements involves the use of estimates and assumptions by management, which affects the amounts reported in the consolidated financial statements and accompanying notes. The Company bases its estimates on historical experience, current business factors, future expectations and various other assumptions believed to be reasonable under the circumstances, all of which are necessary in order to form a basis for determining the carrying values of assets and liabilities. Actual results may differ from those estimates and assumptions. On an on-going basis, the Company evaluates the adequacy of its reserves and the estimates used in calculations, including, but not limited to: collectability of accounts receivable; sales returns; amortization periods; stock-based compensation expense; pension and other post-retirement obligations; tax rates; and recoverability of inventories, deferred income taxes and tax reserves, fixed assets, prepublication costs, and royalty advances, and the fair value of goodwill and other intangibles. For a complete description of the Company’s significant accounting policies, see Note 1 to the Consolidated Financial Statements in Item 8 of this Report. The following policies and account descriptions include all those identified by the Company as critical to its business operations and the understanding of its results of operations:

Revenue recognition:

The Company’s revenue recognition policies for its principal businesses are as follows:

School-Based Book Clubs – Revenue from school-based book clubs is recognized upon shipment of the products.

School-Based Book Fairs – Revenues associated with school-based book fairs are related to sales of product. Book fairs are typically run by schools and/or parent teacher organizations over a five business-day period. At the end of reporting periods, the Company defers revenue for those fairs that have not been completed as of the period end based on the number of fair days occurring after period end on a straight-line calculation of the full fair’s revenue.

Trade – Revenue from the sale of children’s books for distribution in the retail channel is primarily recognized when risks and benefits transfer to the customer, which generally is at the time of shipment, or when the product is on sale and available to the public. For newly published titles, the Company, on occasion, contractually agrees with its customers when the publication may be first offered for sale to the public, or an agreed upon “Strict Laydown Date”. For such titles, the risks and benefits of the publication are not deemed to be transferred to the customer until such time that the publication can contractually be sold to the public, and the Company defers revenue on sales of such titles until such time as the customer is permitted to sell the product to the public.

A reserve for estimated returns is established at the time of sale and recorded as a reduction to revenue. Actual returns are charged to the reserve as received. The calculation of the reserve for estimated returns is based on historical return rates and sales patterns. Actual returns could differ from the Company’s estimate. A one percentage point change in the estimated reserve for returns rate would have resulted in an increase or decrease in operating income for the year ended May 31, 2010 of approximately $1.1 million. A reserve for estimated bad debts is established at the time of sale and is based on the aging of accounts receivable held by the Company’s third party administrator. While the Company uses a third party to invoice and collect for shipments made, the Company bears the majority of the responsibility in the case of uncollectible accounts.

Educational Publishing – For shipments to schools, revenue is recognized when risks and benefits transfer to the customer. Shipments to depositories are on consignment and revenue is recognized based on actual shipments from the depositories to the schools. For certain software-based products, the Company offers new customers installation and training with these products and, in such cases, revenue is deferred and recognized as services are delivered or over the life of the contract.

(SCHOLASTIC LOGO)

19



 


 

Toy Catalog – Revenue from the sale of children’s toys to the home through catalogs is recognized when risks and benefits transfer to the customer, which is generally at the time of shipment. A reserve for estimated returns is established at the time of sale and recorded as a reduction to revenue. Actual returns are charged to the reserve as received. The calculation of the reserve for estimated returns is based on historical return rates and sales patterns. Actual returns could differ from the Company’s estimate.

Film Production and Licensing – Revenue from the sale of film rights, principally for the home video and domestic and foreign television markets, is recognized when the film has been delivered and is available for showing or exploitation. Licensing revenue is recorded in accordance with royalty agreements at the time the licensed materials are available to the licensee and collections are reasonably assured.

Magazines – Revenue is deferred and recognized ratably over the subscription period, as the magazines are delivered.

Magazine Advertising – Revenue is recognized when the magazine is on sale and available to the subscribers.

Scholastic In-School Marketing – Revenue is recognized when the Company has satisfied its obligations under the program and the customer has acknowledged acceptance of the product or service. Certain revenues may be deferred pending future deliverables.

For the fiscal years ended May 31, 2010, 2009 and 2008, no significant changes have been made to the underlying assumptions related to the Company’s revenue recognition policies or the methodologies applied.

Accounts receivable:

Accounts receivable are recorded net of allowances for doubtful accounts and reserves for returns. In the normal course of business, the Company extends credit to customers that satisfy predefined credit criteria. The Company is required to estimate the collectability of its receivables. Reserves for returns are based on historical return rates and sales patterns. 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. In the Company’s trade business, a reserve for estimated bad debts is established at the time of sale and the reserve continues to be monitored based on the aging of accounts receivable held by the Company’s third party administrator and the Company’s evaluation of the creditworthiness of the parties responsible for payment. While the Company uses a third party to invoice and collect for shipments made, the Company bears the majority of the responsibility in the case of uncollectible accounts. A one percentage point change in the estimated bad debt reserve rates, which are applied to the accounts receivable aging, would have resulted in an increase or decrease in operating income for the year ended May 31, 2010 of approximately $2.6 million.

Inventories:

Inventories, consisting principally of books, are stated at the lower of cost, using the first-in, first-out method, or market. The Company records a reserve for excess and obsolete inventory based upon a calculation using the historical usage rates and sales patterns of its products. The impact of a one percentage point change in the obsolescence reserve rate would have resulted in an increase or decrease in operating income for the year ended May 31, 2010 of approximately $3.9 million.

Royalty advances:

Royalty advances are initially capitalized and subsequently expensed as related revenues are earned or when the Company determines future recovery is not probable. The Company has a long history of providing authors with royalty advances, and it tracks each advance earned with respect to the sale of the related publication. Historically, the longer the unearned portion of the advance remains outstanding, the less likely it is that the Company will recover the advance through the sale of the publication, as the related royalties earned are applied first against the remaining unearned portion of the advance. The Company applies

(SCHOLASTIC LOGO)

20



 


 

this historical experience to its existing outstanding royalty advances to estimate the likelihood of recovery. Additionally, the Company’s editorial staff regularly reviews its portfolio of royalty advances to determine if individual royalty advances are not recoverable for discrete reasons, such as the death of an author prior to completion of a title or titles, a Company decision to not publish a title, poor market demand or other relevant factors that could impact recoverability.

Goodwill and intangible assets:

Goodwill and other intangible assets with indefinite lives are not amortized and are reviewed for impairment annually or more frequently if impairment indicators arise.

With regard to goodwill, the Company compares the estimated fair value of its identified reporting units to the carrying value of the net assets. For each of the reporting units, the estimated fair value is determined utilizing the expected present value of the projected future cash flows of the units, in addition to comparisons to similar companies. The Company reviews its definition of reporting units annually. The Company evaluates its operating segments to determine if there are components one level below the operating segment. A component is present if discrete financial information is available and segment management regularly reviews the operating results of the business. If an operating segment only contains a single component, that component is determined to be a reporting unit for goodwill impairment testing purposes. If an operating segment contains multiple components, the Company evaluates the economic characteristics of these components. Any components within an operating segment that share similar economic characteristics are aggregated and deemed to be a reporting unit for goodwill impairment testing purposes. Components within the same operating segment that do not share similar economic characteristics are deemed to be individual reporting units for goodwill impairment testing purposes. The Company has identified 11 separate reporting units for goodwill impairment testing purposes. For each reporting unit with a goodwill asset, impairment testing is conducted at the reporting unit level.

The determination of the fair value of the Company’s reporting units involves a number of assumptions, including the estimates of future cash flows, discount rates and market-base multiples, among others, each of which is subject to change. Accordingly, it is possible that changes in assumptions and the performance of certain reporting units could lead to impairments in future periods, which may be material. To illustrate the extent that the fair values of the reporting units exceed their carrying value, had the fair value of each of the Company’s reporting units been 15% lower as of May 31, 2010, the Company still would not have recorded an impairment charge. There were two reporting units with goodwill totaling $108.9 million that had an estimated fair value of approximately 20% in excess of book value as of May 31, 2010.

With regard to other intangibles with indefinite lives, the Company determines the fair value by asset, which is then compared to its carrying value. The estimated fair value is determined utilizing the expected present value of the projected future cash flows of the asset. Intangible assets with definite lives consist principally of customer lists, covenants not to compete, and certain other intellectual property assets and are amortized over their expected useful lives. Customer lists are amortized on a straight-line basis over a five-year period, while covenants not to compete are amortized on a straight-line basis over their contractual term. Other intellectual property assets are amortized over their remaining useful lives which range primarily from three to five years.

Unredeemed Incentive Credits:

The Company employs incentive programs to encourage sponsor participation in its book clubs and book fairs. These programs allow the sponsors to accumulate credits which can then be redeemed for Company products or other items offered by the Company. The Company recognizes a liability at the estimated cost of providing these credits at the time of the recognition of revenue for the underlying purchases of Company product that resulted in the granting of the credit. As the credits are redeemed, such liability is reduced. Estimates are based on historical redemption patterns.

(SCHOLASTIC LOGO)

21



 


 

Other noncurrent liabilities:

All of the rate assumptions discussed below impact the Company’s calculations of its pension and post-retirement obligations. Any change in market performance, interest rate performance, assumed health care costs trend rate or compensation rates could result in significant changes in the Company’s pension and post-retirement obligations.

Pension obligations – The Corporation and certain of its subsidiaries have defined benefit pension plans (the “pension plans”), covering the majority of their employees who meet certain eligibility requirements. Effective as of June 1, 2009, the U.S. cash balance retirement plan (the “Pension Plan”) closed to new participants and accrual of future benefits under the Pension Plan stopped. Accordingly, a participant’s benefit does not consider pay earned and service credited after June 1, 2009. The Company’s pension plans and other post-retirement benefits are accounted for using actuarial valuations required by ASC Topic 715, “Compensation Retirement Benefits” (“Topic 715”), and the recognition and disclosure provisions of Topic 715, which requires the Company to recognize the funded status of its pension plans in its consolidated balance sheet.

The Company’s pension calculations are based on three primary actuarial assumptions: the discount rate, the long-term expected rate of return on plan assets and the anticipated rate of compensation increases. The discount rate is used in the measurement of the projected, accumulated and vested benefit obligations and interest cost component of net periodic pension costs. The long-term expected return on plan assets is used to calculate the expected earnings from the investment or reinvestment of plan assets. The anticipated rate of compensation increase is used to estimate the increase in compensation for participants of the plan from their current age to their assumed retirement age. The estimated compensation amounts are used to determine the benefit obligations and the service cost. A one percentage point change in the discount rate and expected long-term return on plan assets would have resulted in an increase or decrease in operating income for the year ended May 31, 2010 of approximately $0.2 million and $1.1 million, respectively. Pension benefits in the cash balance plan for employees located in the United States are based on formulas in which the employees’ balances are credited monthly with interest based on the average rate for one-year United States Treasury Bills plus 1%. Contribution credits are based on employees’ years of service and compensation levels during their employment periods.

Other post-retirement benefits – The Corporation provides post-retirement benefits, consisting of healthcare and life insurance benefits, to eligible retired United States-based employees. The post-retirement medical plan benefits are funded on a pay-as-you-go basis, with the Company paying a portion of the premium and the employee paying the remainder. The Company follows Topic 715 in calculating the existing benefit obligation, which is based on the discount rate and the assumed health care cost trend rate. The discount rate is used in the measurement of the projected and accumulated benefit obligations and the interest cost components of net periodic post-retirement benefit cost. The assumed health care cost trend rate is used in the measurement of the long-term expected increase in medical claims. A one percentage point change in the discount rate and the medical cost trend rate would have resulted in an increase or decrease in operating income for the year ended May 31, 2010 of approximately $0.1 million and $0.1 million, respectively. A one percentage point change in the medical cost trend rate would have resulted in an increase or decrease in the post-retirement benefit obligation as of May 31, 2010 of approximately $3.6 million and $3.1 million, respectively.

Stock-based compensation – ASC Topic 718, “Compensation – Stock Compensation” (“Topic 718”), requires companies to measure the cost of services received in exchange for an award of equity instruments based on the grant-date fair value of the award.

That cost is recognized over the period during which an employee is required to provide service in exchange for the award. The Company adopted Topic 718 using

(SCHOLASTIC LOGO)

22



 


 

the modified-prospective application method and, accordingly, recognizes compensation cost for stock-based compensation for all new or modified grants after the date of adoption. In addition, the Company recognizes the unvested portion of the grant-date fair value of awards granted prior to the adoption based on the fair values previously calculated for disclosure purposes. The fair value of each option grant is estimated on the date of grant using the Black-Scholes option-pricing model. The determination of the assumptions used in the Black-Scholes model requires management to make significant judgments and estimates. The use of different assumptions and estimates in the Black-Scholes option pricing model could have a material impact on the estimated fair value of option grants and the related expense. The risk-free interest rate is based on a U.S. Treasury rate in effect on the date of grant with a term equal to the expected life. The expected term is determined based on historical employee exercise and post-vesting termination behavior. The expected dividend yield is based on actual dividends paid or to be paid by the Company. When calculating expected stock price volatility, the Company utilizes the information for the preceding eight-year period.

Discontinued Operations – ASC Topic 360, “Property, Plant, and Equipment,” requires the calculation of estimated fair value less cost to sell of long-lived assets for assets held for sale. The calculation of estimated fair value less cost to sell includes significant estimates and assumptions, including, but not limited to: operating projections; excess working capital levels; real estate values; and the anticipated costs involved in the selling process. The Company recognizes operations as discontinued when the operations have either ceased or are expected to be disposed of in a sale transaction in the near term, the operations and cash flows of all discontinued operations have been eliminated, or will be eliminated upon consummation of the expected sale transaction, and the Company will not have any significant continuing involvement in the discontinued operations subsequent to the expected sale transaction. In addition, for a description of the significant assumptions and estimates used by management in connection with discontinued operations, see Note 2 of Notes to the Consolidated Financial Statements in Item 8, “Consolidated Financial Statements and Supplementary Data,” which is included herein.

Income Taxes – The Company uses the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using enacted tax rates and laws that will be in effect when the differences are expected to enter into the determination of taxable income.

The Company believes that its taxable earnings, during the periods when the temporary differences giving rise to deferred tax assets become deductible or when tax benefit carryforwards may be utilized, should be sufficient to realize the related future income tax benefits. For those jurisdictions where the expiration date of the tax benefit carryforwards or where the projected taxable earnings indicate that realization is not likely, the Company establishes a valuation allowance.

In assessing the need for a valuation allowance, the Company estimates future taxable earnings, with consideration for the feasibility of on-going tax planning strategies and the realizability of tax benefit carryforwards, to determine which deferred tax assets are more likely than not to be realized in the future. Valuation allowances related to deferred tax assets can be impacted by changes to tax laws, changes to statutory tax rates and future taxable earnings. In the event that actual results differ from these estimates in future periods, the Company may need to adjust the valuation allowance.

The Company recognizes a liability for uncertain tax positions based upon the guidance in ASC Topic 740, “Income Taxes,” (“Topic 740”). Topic 740 provides guidance on recognizing, measuring, presenting, and disclosing in the financial statements uncertain tax positions that a company has taken or expects to file in a tax return. Topic 740 states that a tax benefit from an uncertain tax position may be recognized only if it

(SCHOLASTIC LOGO)

23



 


 

is “more likely than not” that the position is sustainable, based on its technical merits. The tax benefit of a qualifying position is the largest amount of tax benefit that is greater than 50% likely of being realized upon settlement with a taxing authority having full knowledge of all relevant information.

Management has discussed the development and selection of these critical accounting policies with the Audit Committee of the Corporation’s Board of Directors. The Audit Committee has reviewed the Company’s disclosure relating to the policies described in this Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

(SCHOLASTIC LOGO)

24



 


 

Results of Operations


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Amounts in millions, except per share data)

 

For fiscal years ended May 31,









 

 

2010

 

2009

 

2008

 









 

 

$

 

%(1)

 

$

 

%(1)

 

$

 

%(1)

 





















Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Children’s Book Publishing and Distribution

 

 

910.6

 

 

47.6

 

 

940.4

 

 

50.9

 

 

1,187.5

 

 

55.0

 

Educational Publishing

 

 

476.5

 

 

24.9

 

 

384.2

 

 

20.8

 

 

407.1

 

 

18.9

 

Media, Licensing and Advertising

 

 

113.8

 

 

6.0

 

 

125.7

 

 

6.7

 

 

114.7

 

 

5.3

 

International

 

 

412.0

 

 

21.5

 

 

399.0

 

 

21.6

 

 

449.8

 

 

20.8

 





















Total revenues

 

 

1,912.9

 

 

100.0

 

 

1,849.3

 

 

100.0

 

 

2,159.1

 

 

100.0

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of goods sold (exclusive of depreciation)

 

 

859.8

 

 

44.9

 

 

881.7

 

 

47.7

 

 

1,042.3

 

 

48.3

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Selling, general and administrative expenses

 

 

803.4

 

 

42.0

 

 

777.2

 

 

42.0

 

 

825.6

 

 

38.2

 

Bad debt expense

 

 

9.5

 

 

0.5

 

 

15.8

 

 

0.9

 

 

8.6

 

 

0.4

 

Depreciation and amortization(2)

 

 

59.5

 

 

3.1

 

 

60.7

 

 

3.3

 

 

62.2

 

 

2.9

 

Severance(3)

 

 

9.2

 

 

0.5

 

 

26.5

 

 

1.4

 

 

7.0

 

 

0.3

 

Impairment charge(3)

 

 

43.1

 

 

2.3

 

 

17.0

 

 

0.9

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating income

 

 

128.4

 

 

6.7

 

 

70.4

 

 

3.8

 

 

213.4

 

 

9.9

 

Other income(4)

 

 

0.9

 

 

 

 

0.7

 

 

 

 

2.6

 

 

0.1

 

Interest income

 

 

1.6

 

 

0.1

 

 

1.2

 

 

0.1

 

 

3.1

 

 

0.1

 

Interest expense

 

 

(17.8

)

 

(0.9

)

 

(24.2

)

 

(1.3

)

 

(32.9

)

 

(1.5

)

Loss on investments(3)

 

 

(1.5

)

 

(0.1

)

 

(13.5

)

 

(0.7

)

 

 

 

 

Earnings from continuing operations before income taxes

 

 

111.6

 

 

5.8

 

 

34.6

 

 

1.9

 

 

186.2

 

 

8.6

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings from continuing operations

 

 

58.7

 

 

3.1

 

 

13.2

 

 

0.7

 

 

117.3

 

 

5.4

 

Loss from discontinued operations, net of tax

 

 

(2.6

)

 

(0.2

)

 

(27.5

)

 

(1.5

)

 

(134.5

)

 

(6.2

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)

 

 

56.1

 

 

2.9

 

 

(14.3

)

 

(0.8

)

 

(17.2

)

 

(0.8

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings (loss) per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings from continuing operations

 

$

1.61

 

 

 

 

$

0.35

 

 

 

 

$

3.03

 

 

 

 

Loss from discontinued operations

 

$

(0.07

)

 

 

 

$

(0.74

)

 

 

 

$

(3.47

)

 

 

 

Net income (loss)

 

$

1.54

 

 

 

 

$

(0.39

)

 

 

 

$

(0.44

)

 

 

 

Diluted:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings from continuing operations

 

$

1.59

 

 

 

 

$

0.35

 

 

 

 

$

2.99

 

 

 

 

Loss from discontinued operations

 

$

(0.07

)

 

 

 

$

(0.73

)

 

 

 

$

(3.43

)

 

 

 

Net income (loss)

 

$

1.52

 

 

 

 

$

(0.38

)

 

 

 

$

(0.44

)

 

 

 






















 

 

(1)

Represents percentage of total revenues.

 

 

(2)

In fiscal 2008, the Company recorded a pre-tax $3.8 charge for the impairment of certain intangible assets and prepublication costs.

 

 

(3)

In fiscal 2010, the Company recorded a pre-tax asset impairment charge of $36.3 attributable to intangible assets and prepublication costs associated with the library business, a pre-tax charge of $3.8 associated with a customer list, a pre-tax charge of $3.0 for goodwill and intangible assets associated with the Company’s direct-to-home toy catalog business and a pre-tax loss of $1.5 in a U.S. based investment. In fiscal 2009, the Company recorded a pre-tax $17.0 goodwill impairment charge related to the Company’s UK operations and a pre-tax $13.5 loss on investments in the UK. The Company also recorded a pre-tax severance charge of $18.1, which was primarily related to the Company’s previously announced voluntary retirement program and a workforce reduction program.

 

 

(4)

In fiscal 2010, the Company recorded a pre-tax gain of $0.9 on note repurchases of $4.1. In fiscal 2009, the Company recorded a pre-tax gain of $0.4 on note repurchases of $2.1 and a pre-tax gain of $0.3 related to an accelerated payment of a note. In fiscal 2008, the Company recorded a pre-tax gain on note repurchases of $2.1and a pre-tax currency gain on settlement of a loan of $1.4, partially offset by $0.9 of pre-tax expense from early termination of one of the Company’s subleases.

(SCHOLASTIC LOGO)

25



 


 

Results of Operations – Consolidated

Revenues for fiscal 2010 from continuing operations increased $63.6 million, or 3.4%, to $1,912.9 million, compared to $1,849.3 million in fiscal 2009. This increase was principally related to higher Educational Publishing segment revenues of $92.3 million driven by increased sales of educational technology products and related services. This reflected the strong execution and the benefit of new products and adoptions, as well as the significant impact of federal stimulus funding. In addition, foreign exchange positively impacted the Company’s revenues by $27.2 million, principally related to a weakening U.S. dollar against the Canadian dollar and Australian dollar. The increase was partially offset by a decline in revenues from the Company’s Children’s Book Publishing and Distribution segment of $29.8 million, or 3.2%. Revenues for fiscal 2009 decreased $309.8 million, or 14.3%, to $1,849.3 million, compared to $2,159.1 million in fiscal 2008, primarily related to the release in fiscal 2008 of Harry Potter and the Deathly Hallows, the seventh and final book in the series, and a $62.5 million negative impact of foreign currency exchange rates.

Cost of goods sold for fiscal 2010 decreased to $859.8 million, or 44.9% of revenues, compared to $881.7 million, or 47.7% of revenues, in the prior fiscal year. This decrease as a percentage of revenue is primarily related to the higher ratio of higher-margin educational technology product sales in fiscal 2010. In fiscal 2009, Cost of goods sold decreased to $881.7 million, or 47.7% of revenues, from $1,042.3 million, or 48.3% of revenues, in fiscal 2008, which was related to higher costs related to the Harry Potter release in fiscal 2008. Components of Cost of goods sold for fiscal 2010, 2009 and 2008 are as follows.

 

 

 

 

 

 

 

 

 

 

 

 

 

($ amounts in millions)












 

 

2010

 

2009

 

2008

 












Product, service and production costs

 

$

504.0

 

$

507.8

 

$

550.5

 

Royalty costs

 

 

94.0

 

 

106.3

 

 

200.4

 

Prepublication and production amortization

 

 

51.0

 

 

44.8

 

 

46.1

 

Postage, freight, shipping, fulfillment and all other costs

 

 

210.8

 

 

222.8

 

 

245.3

 












Total

 

$

859.8

 

$

881.7

 

$

1,042.3

 












Product, service and production costs for fiscal 2010 remained relatively flat compared to fiscal 2009. Product, service and production costs as well as Royalty costs for fiscal 2009 decreased compared to fiscal 2008 primarily due to the release of Harry Potter and the Deathly Hallows in fiscal 2008. Royalty costs for fiscal 2010 decreased from fiscal 2009 due to the release of The Tales of Beedle the Bard in fiscal 2009. Prepublication and production amortization for fiscal 2010 increased compared to fiscal 2009 due to the acceleration of amortization of certain interactive and educational technology products.

Selling, general and administrative expenses for fiscal 2010 increased by $26.2 million, to $803.4 million, from $777.2 million, in fiscal 2009. Selling, general and administrative expense increases in fiscal 2010 were primarily related to accruals for sales taxes of $15.4 million principally related to a settlement with a taxing authority, as well as increased employee costs (including bonuses and higher sales commissions in Scholastic Education) of $30.8 million related to the increase in sales in the Educational Publishing segment. Selling, general and administrative expenses decreased by $48.4 million to $777.2 million in fiscal 2009, from $825.6 million in fiscal 2008, primarily due to lower employee costs as well as higher Harry Potter related expenses in fiscal 2008.

Bad debt expense decreased by $6.3 million, to $9.5 million in fiscal 2010, compared to $15.8 million in fiscal 2009, when the Company recorded increased bad debt reserves in the Children’s Book Publishing and Distribution and Educational Publishing segments. In fiscal 2009, Bad debt expense reflected an increase of $7.2 million, to $15.8 million, compared to $8.6 million in fiscal 2008, due to increased bad debt reserves in fiscal 2009.

Severance expense for fiscal 2010 decreased by $17.3 million to $9.2 million, compared to $26.5 million in fiscal 2009, primarily due to the prior year expenses incurred related to previously announced cost reduction programs. In fiscal 2009, Severance expense increased by $19.5 million, to $26.5 million, compared

(SCHOLASTIC LOGO)

26



 


to $7.0 million in fiscal 2008, also related to the cost reduction initiatives in fiscal 2009.

In fiscal 2010, the Company recorded charges of $43.1 million for asset impairments consisting of: $36.3 million recorded in the Educational Publishing segment, as the Company implemented certain strategic initiatives during the fiscal year to centralize publishing efforts within the Children’s Book Publishing and Distribution segment, including the elimination of the front list for certain library-specific titles within the Educational Publishing segment; $3.8 million recorded in the Company’s International segment related to customer lists acquired as part of the dissolution of a joint venture in the United Kingdom; and $3.0 million relating to goodwill and other intangible assets of the Company’s direct-to-home toy catalog business recorded in the Company’s Media, Licensing and Advertising segment. In fiscal 2009, the Company recognized a non-cash charge for impairment of goodwill in its UK business of $17.0 million.

The resulting operating income for fiscal 2010 increased by $58.0 million, or 82.4%, to $128.4 million, compared to $70.4 million in the prior fiscal year, principally reflecting the strong results in the Company’s Educational Publishing segment, compared to the prior fiscal year. In fiscal 2009, operating income decreased by $143.0 million, to $70.4 million, compared to $213.4 million in the prior fiscal year, primarily related to the fiscal 2008 release of Harry Potter and the Deathly Hallows.

Interest expense for fiscal 2010 was $17.8 million, compared to $24.2 million in fiscal 2009 and $32.9 million in fiscal 2008, driven by lower borrowing levels and favorable interest rates.

In fiscal 2010, the Company recognized a non-cash loss on a U.S based investment in the amount of $1.5 million. In fiscal 2009, the Company recognized non-cash unrealized losses on investments in a UK book distribution business and related entities of $13.5 million.

The Company’s provision for income taxes with respect to continuing operations resulted in an effective tax rate of 47.4%, 61.8% and 37.0% for fiscal 2010, 2009 and 2008, respectively. The Company’s effective tax rate for fiscal year 2009 exceeds statutory rates as a result of net operating losses experienced in foreign operations, primarily in the United Kingdom, for which the Company does not expect to realize future tax benefits.

Earnings from continuing operations increased by $45.5 million to $58.7 million in fiscal 2010, from $13.2 million in fiscal 2009, which decreased by $104.1 million from $117.3 million in fiscal 2008. The basic and diluted earnings from continuing operations per share of Class A Stock and Common Stock were $1.61 and $1.59, respectively, in fiscal 2010, $0.35 in fiscal 2009, and $3.03 and $2.99, respectively, in fiscal 2008.

Loss from discontinued operations, net of tax, decreased to $2.6 million in fiscal 2010, compared to $27.5 million in fiscal 2009 and $134.5 million in fiscal 2008. The higher amount in fiscal 2008 was substantially due to the write-down of certain assets associated with the decision to sell the domestic, Canadian and UK continuities businesses.

The resulting net income for fiscal 2010 was $56.1 million, or $1.54 and $1.52 per basic and diluted share, respectively, compared to a net loss of $14.3 million, or $0.39 and $0.38 per basic and diluted share, respectively, in fiscal 2009. Net loss in fiscal 2008 was $17.2 million, or $0.44 per basic and diluted share. The weighted average shares of Class A Stock and Common Stock outstanding, which is used to calculate earnings or loss per share, were lower in fiscal 2010, 2009 and 2008 primarily due to an accelerated share repurchase agreement entered into by the Corporation on June 1, 2007 (the “ASR”), as more fully discussed in Note 10 of Notes to Consolidated Financial Statements in Item 8, “Consolidated Financial Statements and Supplementary Data.”

(SCHOLASTIC LOGO)

27



 


Results of Operations – Segments

CHILDREN’S BOOK PUBLISHING AND DISTRIBUTION

 

 

 

 

 

 

 

 

 

 

 

 

 

 

($ amounts in millions)









 

 

2010

 

2009

 

2008

 









Revenues

 

$

910.6

 

$

940.4

 

$

1,187.5

 

Operating income

 

 

117.9

 

 

101.8

 

 

185.1

 












Operating margin

 

 

12.9

%

 

10.8

%

 

15.6

%

Revenues in the Children’s Book Publishing and Distribution segment accounted for 47.6% of the Company’s revenues in fiscal 2010, 50.9% in fiscal 2009 and 55.0% in fiscal 2008. In fiscal 2010, segment revenues decreased by $29.8 million, or 3.2%, to $910.6 million from $940.4 million in the prior fiscal year. This decrease was primarily due to lower revenues in the Children’s Book Publishing and Distribution school-based book club business, which declined by $36.0 million compared to the prior fiscal year, related to fewer orders and sponsors, and the prior year benefit from the release of The Tales of Beedle the Bard. In fiscal 2009, segment revenues decreased by $247.1 million, or 20.8%, from $1,187.5 million in fiscal 2008, primarily related to the fiscal 2008 release of Harry Potter and the Deathly Hallows.

Revenues from school book fairs accounted for 47.3% of segment revenues in fiscal 2010, compared to 44.2% in fiscal 2009 and 35.5% in fiscal 2008. In fiscal 2010, school book fair revenues increased by $15.3 million, or 3.7%, to $431.1 million, compared to $415.8 million in fiscal 2009, primarily due to higher revenue per fair. In fiscal 2009, school book fair revenues decreased by $6.2 million, or 1.5%, from $422.0 million in fiscal 2008, primarily due to lower revenues from clearance sales as well as lower fair count partially offset by higher revenue per fair.

Revenues from school book clubs accounted for 33.5% of segment revenues in fiscal 2010, compared to 36.3% in fiscal 2009 and 29.2% in fiscal 2008. In fiscal 2010, school book club revenues decreased by $36.0 million, or 10.6%, to $304.9 million, compared to $340.9 million in fiscal 2009, primarily reflecting fewer orders and sponsors, principally related to teacher reassignments at the start of the school year which impacted customer acquisition. In fiscal 2009, school book clubs revenues declined by 1.6%, or $5.6 million, compared to $346.5 million in fiscal 2008, primarily due to lower revenue per order partially offset by an increase in order volume.

The trade distribution channel accounted for 19.2% of segment revenues in fiscal 2010, compared to 19.5% in fiscal 2009 and 35.3% in fiscal 2008. Trade revenues decreased by $9.1 million to $174.6 million in fiscal 2010, compared to $183.7 million in fiscal 2009 when the Company released The Tales of Beedle the Bard. In fiscal 2009, trade revenues decreased by $235.3 million from $419.0 million in fiscal 2008, related to the prior year’s release of Harry Potter and the Deathly Hallows. Trade revenues for Harry Potter, including The Tales of Beedle the Bard, were approximately $25 million, $35 million and $270 million in fiscal 2010, 2009 and 2008, respectively.

Segment operating income in fiscal 2010 increased by $16.1 million, or 15.8%, to $117.9 million, compared to $101.8 million in fiscal 2009. This increase is primarily related to operational improvements in the Company’s school-based book fairs business, favorable returns and reduced bad debt expenses in the Company’s trade business and reduced promotional expenses in the Company’s school-based book clubs business, partially offset by lower school book clubs revenues and an increase in sales tax expense primarily related to a settlement with a taxing authority.

In fiscal 2009, segment operating income decreased by $83.3 million, or 45.0%, from $185.1 million in fiscal 2008, primarily in the Company’s trade business resulting from the fiscal 2008 release of Harry Potter and the Deathly Hallows.

EDUCATIONAL PUBLISHING

 

 

 

 

 

 

 

 

 

 

 

 

 

 

($ amounts in millions)









 

 

2010

 

2009

 

2008

 









Revenues

 

$

476.5

 

$

384.2

 

$

407.1

 

Operating income

 

 

67.2

 

 

55.8

 

 

65.9

 












Operating margin

 

 

14.1

%

 

14.5

%

 

16.2

%

(SCHOLASTIC LOGO)

28



 


Revenues in the Educational Publishing segment accounted for 24.9% of the Company’s revenues in fiscal 2010, 20.8% in fiscal 2009 and 18.9% in fiscal 2008. In fiscal 2010, segment revenues increased by $92.3 million, or 24.0%, to $476.5 million, compared to $384.2 million in the prior year. This increase was the result of higher sales of READ 180®, System 44 and other educational technology products and related services in Scholastic Education, along with new adoptions, in particular the California adoption of READ 180 and System 44, the significant impact of federal stimulus funding for education. Revenues in the Educational Publishing segment declined by $22.9 million to $384.2 million in fiscal 2009, compared to $407.1 million in fiscal 2008, principally driven by lower sales of READ180 in the first quarter of fiscal 2009 as well as lower school classroom and library revenues.

In fiscal 2010, segment operating income increased by $11.4 million, or 20.4%, to $67.2 million, compared to $55.8 million in the prior fiscal year, primarily due to the higher revenues, partially offset by an asset impairment charge of $36.3 million recorded in the second quarter of fiscal 2010 in connection with the Company’s decision to consolidate supplemental non-fiction and library publishing activities into the Children’s Book Publishing and Distribution segment. In fiscal 2009, segment operating income decreased by $10.1 million, or 15.3%, from $65.9 million in fiscal 2008, primarily due to the lower revenues and a non-cash charge for fixed assets impairments of $1.4 million, partially offset by lower selling expenses.

MEDIA, LICENSING AND ADVERTISING

 

 

 

 

 

 

 

 

 

 

 

 

 

($ amounts in millions)












 

 

2010

 

2009

 

2008

 









Revenues

 

$

113.8

 

$

125.7

 

$

114.7

 

Operating loss

 

 

(4.2

)

 

 

 

(2.9

)












Operating margin

 

 

*

 

 

*

 

 

*

 


 

 

*

not meaningful

Revenues in the Media, Licensing and Advertising segment accounted for 6.0% of the Company’s revenues in fiscal 2010, 6.7% in fiscal 2009 and 5.3% in fiscal 2008. In fiscal 2010, segment revenues decreased by $11.9 million, or 9.5%, to $113.8 million, from $125.7 million in fiscal 2009, primarily due to lower revenues from sales of software and interactive products as well as lower revenues from the Company’s direct-to-home toy catalog business. In fiscal 2009, segment revenues increased by $11.0 million, or 9.6%, from $114.7 million in fiscal 2008, primarily due to higher revenues from sales of software and interactive products, higher revenues in the custom publishing business and higher production revenues.

In fiscal 2010, the segment experienced an operating loss of $4.2 million, primarily related to impairment charges totaling $3.0 million related to the Company’s direct-to-home toy catalog business and lower revenues as noted above. In fiscal 2009, segment operating loss was less than $0.1 million, compared to a loss of $2.9 million in fiscal 2008.

INTERNATIONAL

 

 

 

 

 

 

 

 

 

 

 

 

 

($ amounts in millions)












 

 

2010

 

2009

 

2008

 









Revenues

 

$

412.0

 

$

399.0

 

$

449.8

 

Operating income

 

 

30.0

 

 

7.3

 

 

42.3

 












Operating margin

 

 

7.3

%

 

1.8

%

 

9.4

%

Revenues in the International segment accounted for 21.5% of the Company’s revenues in fiscal 2010, 21.6% in fiscal 2009 and 20.8% in fiscal 2008. In fiscal 2010, segment revenues increased by $13.0 million, or 3.3%, to $412.0 million, from $399.0 million in the prior fiscal year. This increase was primarily due to the favorable impact of foreign currency exchange rates of $27.2 million principally in Australia and Canada, partially offset by sales declines in Canada of $7.1 million and the United Kingdom of $5.4 million. In fiscal 2009, segment revenues decreased by $50.8 million to $399.0 million, from $449.8 million in fiscal 2008. This decrease was related to the unfavorable impact of foreign currency exchange rates of $62.5 million as well as a revenue decline in the United Kingdom of $11.6 million, partially offset by revenue growth in Australia and Canada of $13.5 million and $8.0 million, respectively.

Segment operating income in fiscal 2010 increased by $22.7 million, to $30.0 million, compared to $7.3

(SCHOLASTIC LOGO)

29



 


million in the prior fiscal year, primarily reflecting a non-cash charge for impairment of goodwill of $17.0 million in the UK in the prior year. Restructuring costs in the United Kingdom of $4.7 million were recorded in fiscal 2010. In addition, a $3.8 million non-cash impairment charge in the UK was recorded in the second quarter of fiscal 2010. Segment operating income in fiscal 2009 decreased to $7.3 million, from $42.3 million in fiscal 2008, primarily due to lower operating income in the United Kingdom, including the above mentioned non-cash charge, as well as the unfavorable impact of foreign currency exchange rates of $12.1 million.

Liquidity and Capital Resources

The Company’s cash and cash equivalents, including the cash of the discontinued operations, totaled $244.1 million at May 31, 2010, compared to $143.6 million at May 31, 2009 and $120.4 million at May 31, 2008.

Cash provided by operating activities improved by $87.2 million to $275.8 million for the year ended May 31, 2010, compared to $188.6 million at May 31, 2009. In addition to the increase in net income, adjusted for non-cash items of $69.3 million, the $87.2 million improvement was primarily related to favorable working capital changes which included the following:

 

 

 

 

A $5.6 million increase in deferred revenue for the year ended May 31, 2010, compared to a decrease of $0.5 million for the year ended May 31, 2009, resulting in an improvement of $6.1 million in cash provided by operating activities.


 

 

 

 

A $3.4 million decrease in inventories for the year ended May 31, 2010, compared to an increase in inventories of $25.8 million for the year ended May 31, 2009, resulting in an improvement of $29.2 million in cash provided by operating activities in fiscal 2010.

Cash provided by operating activities is expected to be negatively impacted in fiscal 2011 compared to fiscal 2009 and fiscal 2010, as income tax payments in fiscal 2011 will be significantly higher than the prior two years and bonuses accrued in fiscal 2010 will be paid in fiscal 2011.

Net cash used in investing activities increased by $31.6 million to $105.0 million for the fiscal year ended May 31, 2010, from $73.4 million in the prior fiscal year. This increase was primarily due to $33.0 million in proceeds having been received from the sale of businesses in the prior fiscal year.

Net cash used in financing activities decreased by $15.4 million to $70.9 million in fiscal 2010, compared to $86.3 million in fiscal 2009. The decrease in the use of cash primarily reflects reduced funds expended for the reacquisition of the Corporation’s Common Stock in fiscal 2010.

Due to the seasonality of its businesses, as discussed in Item 1, “Business — Seasonality,” the Company typically experiences negative cash flow in the June through October time period. As a result of the Company’s business cycle, seasonal borrowings have historically increased during June, July and August, have generally peaked in September and October, and have declined to their lowest levels in May.

The Company’s operating philosophy is to use cash provided from operating activities to create value by paying down debt, to reinvest in existing businesses and, from time to time, to make acquisitions that will complement its portfolio of businesses and to engage in shareholder enhancement initiatives, such as dividend declarations and share purchases. The Company believes that cash on hand, funds generated by its operations and funds available under its current credit facilities will be sufficient to finance its short-and long-term capital requirements.

Despite the current economic conditions, the Company has maintained, and expects to maintain for the foreseeable future, sufficient liquidity to fund on-going operations including pension contributions, dividends, currently authorized common share repurchases, debt service, planned capital expenditures and other investments. As of May 31, 2010, the Company’s primary sources of liquidity consisted of cash and cash equivalents of $244.1 million, cash from operations and borrowings remaining available under the Revolving Loan (as described under “Financing” below) totaling $325.0 million. Approximately 63% of the Company’s

(SCHOLASTIC LOGO)

30



 


outstanding debt is not due until fiscal year 2013, and the remaining 37% is spread ratably over each preceding period. The Company may at any time, but in any event not more than once in any calendar year, request that the aggregate availability of credit under the Revolving Loan be increased by an amount of $10.0 million or an integral multiple of $10.0 million (but not to exceed $150.0 million). Accordingly, the Company believes these sources of liquidity are sufficient to finance its on-going operating needs, as well as its financing and investing activities.

In March 2009, the Company’s credit rating was reduced to “BB-” by Standard & Poor’s Rating Services and “Ba2” by Moody’s Investors Service. Both agencies had rated the outlook for the Company as “Stable”. In February 2010, Moody’s Investors Service changed the Company’s rating outlook from “Stable” to “Positive.” The Company’s interest rates for the Loan Agreement are associated with certain leverage ratios, and, accordingly, a change in the Company’s credit rating does not result in an increase in interest costs under the Company’s Loan Agreement.

The following table summarizes, as of May 31, 2010, the Company’s contractual cash obligations by future period (see Notes 4 and 5 of Notes to Consolidated Financial Statements in Item 8, “Consolidated Financial Statements and Supplementary Data”):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Payments Due by Period

 













Contractual Obligations(1)

 

1 Year
or Less

 

Years
2-3

 

Years
4-5

 

After
Year 5

 

Total

 


















Minimum print quantities

 

$

46.2

 

$

95.3

 

$

99.3

 

$

267.3

 

$

508.1

 

Royalty advances

 

 

7.4

 

 

2.7

 

 

0.5

 

 

 

 

10.6

 

Lines of credit and short-term debt

 

 

7.5

 

 

 

 

 

 

 

 

7.5

 

Capital leases(2)

 

 

5.9

 

 

11.9

 

 

10.2

 

 

196.2

 

 

224.2

 

Debt(2)

 

 

50.0

 

 

216.7

 

 

 

 

 

 

266.7

 

Pension and post-retirement plans

 

 

21.4

 

 

27.6

 

 

26.5

 

 

65.5

 

 

141.0

 

Operating leases

 

 

35.3

 

 

58.2

 

 

37.8

 

 

55.7

 

 

187.0

 


















Total

 

$

173.7

 

$

412.4

 

$

174.3

 

$

584.7

 

$

1,345.1

 



















 

 

(1)

Obligations for income tax uncertainties pursuant to ASC 740 of approximately $30.6 are not included in the table.

 

 

(2)

Includes principal and interest.

Financing

On June 1, 2007, Scholastic Corporation and Scholastic Inc. (each, a “Borrower” and together, the “Borrowers”) elected to replace the Company’s then-existing credit facilities with a new $525.0 million credit facility with certain banks (the “Loan Agreement”), consisting of a $325.0 million revolving credit component (the “Revolving Loan”) and a $200.0 million amortizing term loan component (the “Term Loan”). The Loan Agreement is a contractually committed unsecured credit facility that is scheduled to expire on June 1, 2012. The $325.0 million Revolving Loan component allows the Company to borrow, repay or prepay and reborrow at any time prior to the stated maturity date, and the proceeds may be used for general corporate purposes, including financing for acquisitions and share repurchases. The Loan Agreement also provides for an increase in the aggregate Revolving Loan commitments of the lenders of up to an additional $150.0 million. The $200.0 million Term Loan component was established in order to fund the reacquisition by the Corporation of shares of its Common Stock pursuant to an Accelerated Share Repurchase Agreement (as more fully described in Note 10 of Notes to Consolidated Financial Statements in Item 8, “Consolidated Financial Statements and Supplementary Data”) and was fully drawn on June 28, 2007 in connection with that transaction. The Term Loan, which may be prepaid at any time without penalty, requires quarterly principal payments of $10.7 million, with the first payment made on December 31, 2007, and a final payment of $7.4 million due on June 1, 2012. Interest on both the Term Loan and Revolving Loan is due and payable in

(SCHOLASTIC LOGO)

31



 


arrears on the last day of the interest period (defined as the period commencing on the date of the advance and ending on the last day of the period selected by the Borrower at the time each advance is made). At the election of the Borrower, the interest rate charged for each loan made under the Loan Agreement is based on (1) a rate equal to the higher of (a) the prime rate or (b) the prevailing Federal Funds rate plus 0.500% or (2) an adjusted LIBOR rate plus an applicable margin, ranging from 0.500% to 1.250% based on the Company’s prevailing consolidated debt to total capital ratio. As of May 31, 2010, the applicable margin on the Term Loan was 0.750 % and the applicable margin on the Revolving Loan was 0.600%; at May 31, 2009, the applicable margin on the Term Loan was 0.875% and the applicable margin on the Revolving Loan was 0.700%. The Loan Agreement also provides for the payment of a facility fee ranging from 0.125% to 0.250% per annum on the Revolving Loan only, which at May 31, 2010 was 0.150% and at May 31, 2009 was 0.175%. As of May 31, 2010, $93.0 million was outstanding under the Term Loan at an interest rate of 1.1%; at May 31, 2009, $135.8 million was outstanding under the Term Loan at an interest rate of 1.2%. There were no outstanding borrowings under the Revolving Loan as of May 31, 2010 and May 31, 2009. As of May 31, 2010, there was $0.4 million of outstanding standby letters of credit issued under the Loan Agreement. The Loan Agreement contains certain covenants, including interest coverage and leverage ratio tests and certain limitations on the amount of dividends and other distributions, and at May 31, 2010 the Company was in compliance with these covenants.

In November 2009 and May 2009, the Company entered into unsecured money market bid rate credit lines totaling $20.0 million and $20.0 million, respectively. There were no outstanding borrowings under these credit lines at May 31, 2010 and May 31, 2009. All loans made under these credit lines are at the sole discretion of the lender and at an interest rate and term agreed to at the time each loan is made, but not to exceed 365 days, for fiscal 2010 and 180 days for fiscal 2009. These credit lines may be renewed, if requested by the Company, at the sole option of the lender.

As of May 31, 2010, the Company also had various local currency credit lines, with maximum available borrowings in amounts equivalent to $28.2 million, underwritten by banks primarily in the United States, Canada and the United Kingdom. These credit lines are typically available for overdraft borrowings or loans up to 364 days and may be renewed, if requested by the Company, at the sole option of the lender. There were borrowings outstanding under these facilities equivalent to $7.5 million at May 31, 2010 at a weighted average interest rate of 3.9%, compared to the equivalent of $10.9 million at May 31, 2009 at a weighted average interest rate of 3.3%. In December 2008, the Company recapitalized its United Kingdom operations via a cash contribution from the Company’s domestic operations, due to the cancellation of the local currency credit line in the United Kingdom.

At May 31, 2010, the Company had open standby letters of credit of $7.2 million issued under certain credit lines, compared to $7.4 million as of May 31, 2009. These letters of credit are scheduled to expire within one year; however, the Company expects that substantially all of these letters of credit will be renewed, at similar terms, prior to expiration.

The Company’s total debt obligations were $252.8 million at May 31, 2010 and $303.7 million at May 31, 2009. The lower level of debt at May 31, 2010 compared to the level at May 31, 2009 was primarily due to repayments made on the Term Loan and repurchases of the Company’s 5% Notes on the open market.

For a more complete description of the Company’s debt obligations, see Note 4 of Notes to Consolidated Financial Statements in Item 8, “Consolidated Financial Statements and Supplementary Data.”

Acquisitions

In the ordinary course of business, the Company explores domestic and international expansion opportunities, including potential niche and strategic acquisitions. As part of this process, the Company engages with interested parties in discussions concerning possible transactions. The Company will continue to evaluate such opportunities and prospects.

(SCHOLASTIC LOGO)

32



 


Item 7A | Quantitative and Qualitative Disclosures about Market Risk

The Company conducts its business in various foreign countries, and as such, its cash flows and earnings are subject to fluctuations from changes in foreign currency exchange rates. The Company manages its exposures to this market risk through internally established procedures and, when deemed appropriate, through the use of short-term forward exchange contracts, which were not significant as of May 31, 2010. The Company does not enter into derivative transactions or use other financial instruments for trading or speculative purposes.

Market risks relating to the Company’s operations result primarily from changes in interest rates, which are managed through the mix of variable-rate versus fixed-rate borrowings. Additionally, financial instruments, including swap agreements, have been used to manage interest rate exposures. Approximately 40% of the Company’s debt at May 31, 2010 bore interest at a variable rate and was sensitive to changes in interest rates, compared to approximately 48% at May 31, 2009. The decrease in variable-rate debt as of May 31, 2010 compared to May 31, 2009 was primarily due to repayments made on the Term Loan. The Company is subject to the risk that market interest rates and its cost of borrowing will increase and thereby increase the interest charged under its variable-rate debt.

Additional information relating to the Company’s outstanding financial instruments is included in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

The following table sets forth information about the Company’s debt instruments as of May 31, 2010 (see Note 4 of Notes to Consolidated Financial Statements in Item 8, “Consolidated Financial Statements and Supplementary Data”):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$ amounts in millions
























 

 

Fiscal Year Maturity

 

Fair Value

 

 

 

2011

 

2012

 

2013

 

2014

 

Thereafter

 

Total

 

2010

 

















Debt Obligations

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Lines of credit and short-term debt

 

$

7.5

 

$

 

$

 

$

 

$

 

$

7.5

 

$

7.5

 

Average interest rate

 

 

3.9

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Long-term debt, including Current portion:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fixed-rate debt

 

$

 

$

 

$

153.0

 

$

 

$

 

$

153.0

 

$

151.3

 

Average interest rate

 

 

 

 

 

 

 

 

5.0

%

 

 

 

 

 

 

 

 

 

 

 

 

Variable-rate debt

 

$

42.8

 

$

42.8

 

$

7.4

(1)

$

 

$

 

$

93.0

 

$

93.0

 

Interest rate(2)

 

 

1.1

%

 

1.1

%

 

1.1

%

 

 

 

 

 

 

 

 

 

 

 

 

























 

 

(1)

Represents the final payment under the Term Loan, which has a final maturity of June 1, 2012 but may be repaid at any time.

 

 

(2)

Represents the interest rate under the Term Loan at May 31, 2010; the interest rate is subject to change over the life of the Term Loan.

(SCHOLASTIC LOGO)

33



 


Item 8 | Consolidated Financial Statements and Supplementary Data

 

 

 

 

 

Page(s)

 

 

 

Consolidated Statements of Operations for the years ended May 31, 2010, 2009 and 2008

 

35

 

 

 

Consolidated Balance Sheets at May 31, 2010 and 2009

 

36

 

 

 

Consolidated Statements of Changes in Stockholders’ Equity and Comprehensive Income (Loss) for the years ended May 31, 2010, 2009 and 2008

 

38

 

 

 

Consolidated Statements of Cash Flows for the years ended May 31, 2010, 2009 and 2008

 

40

 

 

 

Notes to Consolidated Financial Statements

 

42

 

 

 

Reports of Independent Registered Public Accounting Firm

 

73

 

 

 

Supplementary Financial Information - Summary of Quarterly Results of Operations

 

75

 

 

 

The following consolidated financial statement schedule for the years ended May 31, 2010, 2009 and 2008 is filed with this annual report on Form 10-K:

 

 

 

 

 

Schedule II — Valuation and Qualifying Accounts and Reserves

 

S-2

All other schedules have been omitted since the required information is not present or is not present in amounts sufficient to require submission of the schedule, or because the information required is included in the Consolidated Financial Statements or the Notes thereto.

(SCHOLASTIC LOGO)

34



 


 

Consolidated Statements of Operations


 

 

 

 

 

 

 

 

 

 

 

(Amounts in millions, except per share data)
For fiscal years ended May 31,

 



 

 

2010

 

2009

 

2008

 









Revenues

 

$

1,912.9

 

$

1,849.3

 

$

2,159.1

 

Operating costs and expenses:

 

 

 

 

 

 

 

 

 

 

Cost of goods sold (exclusive of depreciation)

 

 

859.8

 

 

881.7

 

 

1,042.3

 

Selling, general and administrative expenses

 

 

803.4

 

 

777.2

 

 

825.6

 

Bad debt expense

 

 

9.5

 

 

15.8

 

 

8.6

 

Depreciation and amortization

 

 

59.5

 

 

60.7

 

 

62.2

 

Severance

 

 

9.2

 

 

26.5

 

 

7.0

 

Impairment charge

 

 

43.1

 

 

17.0

 

 

 












Total operating costs and expenses

 

 

1,784.5

 

 

1,778.9

 

 

1,945.7

 












Operating income

 

 

128.4

 

 

70.4

 

 

213.4

 

Other income

 

 

0.9

 

 

0.7

 

 

2.6

 

Interest income

 

 

1.6

 

 

1.2

 

 

3.1

 

Interest expense

 

 

(17.8

)

 

(24.2

)

 

(32.9

)

Loss on investments

 

 

(1.5

)

 

(13.5

)

 

 












Earnings from continuing operations before income taxes

 

 

111.6

 

 

34.6

 

 

186.2

 

Provision for income taxes

 

 

52.9

 

 

21.4

 

 

68.9

 












Earnings from continuing operations

 

 

58.7

 

 

13.2

 

 

117.3

 

 

 

 

 

 

 

 

 

 

 

 

Loss from discontinued operations, net of tax

 

 

(2.6

)

 

(27.5

)

 

(134.5

)












 

 

 

 

 

 

 

 

 

 

 

Net income (loss)

 

$

56.1

 

$

(14.3

)

$

(17.2

)












Basic and diluted earnings (loss) per share of Class A and Common Stock

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic:

 

 

 

 

 

 

 

 

 

 

Earnings from continuing operations

 

$

1.61

 

$

0.35

 

$

3.03

 

Loss from discontinued operations

 

$

(0.07

)

$

(0.74

)

$

(3.47

)

Net income (loss)

 

$

1.54

 

$

(0.39

)

$

(0.44

)

Diluted:

 

 

 

 

 

 

 

 

 

 

Earnings from continuing operations

 

$

1.59

 

$

0.35

 

$

2.99

 

Loss from discontinued operations

 

$

(0.07

)

$

(0.73

)

$

(3.43

)

Net income (loss)

 

$

1.52

 

$

(0.38

)

$

(0.44

)

Dividends declared per common share

 

$

0.30

 

$

0.30

 

$

 












See accompanying notes

(SCHOLASTIC LOGO)

35



 


 

Consolidated Balance Sheets


 

 

 

 

 

 

 

 







ASSETS

 

2010

 

2009

 







Current Assets:

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

244.1

 

$

143.6

 

Accounts receivable (less allowance for doubtful accounts of $18.5 at May 31, 2010 and $15.2 at May 31, 2009)

 

 

212.5

 

 

197.4

 

Inventories

 

 

315.7

 

 

344.8

 

Deferred income taxes

 

 

59.3

 

 

62.7

 

Prepaid expenses and other current assets

 

 

42.5

 

 

40.3

 

Current assets of discontinued operations

 

 

20.4

 

 

31.0

 









Total current assets

 

 

894.5

 

 

819.8

 









 

 

Property, Plant and Equipment

 

 

 

 

 

 

 

Land

 

 

11.0

 

 

10.6

 

Buildings

 

 

92.2

 

 

92.0

 

Capitalized software

 

 

213.8

 

 

199.1

 

Furniture, fixtures and equipment

 

 

227.1

 

 

249.7

 

Leasehold improvements

 

 

177.6

 

 

179.6

 









 

 

 

721.7

 

 

731.0

 









Less accumulated depreciation and amortization

 

 

(412.6

)

 

(415.6

)









Net property, plant and equipment

 

 

309.1

 

 

315.4

 









 

 

Other Assets and Deferred Charges:

 

 

 

 

 

 

 

Prepublication costs

 

 

110.7

 

 

121.5

 

Royalty advances (less allowance for reserves of $68.9 at May 31, 2010 and $72.6 at May 31, 2009)

 

 

38.0

 

 

41.5

 

Production costs

 

 

7.1

 

 

6.0

 

Goodwill

 

 

156.6

 

 

157.0

 

Other intangibles

 

 

15.5

 

 

46.8

 

Other assets and deferred charges

 

 

68.9

 

 

100.8

 









Total other assets and deferred charges

 

 

396.8

 

 

473.6

 









Total assets

 

$

1,600.4

 

$

1,608.8

 









See accompanying notes

(SCHOLASTIC LOGO)

36



 

 

 

 

 

 

 

 



 

 

(Amounts in millions, except share data)
Balances at May 31,

 







LIABILITIES AND STOCKHOLDERS’ EQUITY

 

2010

 

2009

 







Current Liabilities:

 

 

 

 

 

 

 

Lines of credit and current portion of long-term debt

 

$

50.3

 

$

53.7

 

Capital lease obligations

 

 

0.9

 

 

3.4

 

Accounts payable

 

 

101.0

 

 

128.2

 

Accrued royalties

 

 

42.3

 

 

41.7

 

Deferred revenue

 

 

39.8

 

 

34.2

 

Other accrued expenses

 

 

155.2

 

 

138.9

 

Current liabilities of discontinued operations

 

 

3.9

 

 

7.3

 









Total current liabilities

 

 

393.4

 

 

407.4

 









Noncurrent Liabilities:

 

 

 

 

 

 

 

Long-term debt

 

 

202.5

 

 

250.0

 

Capital lease obligations

 

 

55.0

 

 

54.5

 

Other noncurrent liabilities

 

 

119.1

 

 

111.9

 









Total noncurrent liabilities

 

 

376.6

 

 

416.4

 









 

 

 

 

 

 

 

 

Commitments and Contingencies:

 

 

 

 

 

 

 

 

 

 

 

 

 

Stockholders’ Equity:

 

 

 

 

 

 

 

Preferred Stock, $1.00 par value Authorized - 2,000,000; Issued - None

 

 

 

 

 

Class A Stock, $.01 par value Authorized - 4,000,000; Issued and Outstanding 1,656,200 shares

 

 

 

 

 

 

 

Common Stock, $.01 par value Authorized - 70,000,000 shares; Issued - 42,911,624; Outstanding - 34,598,258 (42,911,624 shares issued and 34,740,275 outstanding at May 31, 2009)

 

 

0.4

 

 

0.4

 

Additional paid-in capital

 

 

569.2

 

 

552.9

 

Accumulated other comprehensive loss

 

 

(85.4

)

 

(77.1

)

Retained earnings

 

 

607.8

 

 

562.8

 

Treasury stock at cost

 

 

(261.6

)

 

(254.0

)









Total stockholders’ equity

 

 

830.4

 

 

785.0

 









Total liabilities and stockholders’ equity

 

$

1,600.4

 

$

1,608.8

 









(SCHOLASTIC LOGO)

37



 

 


 

Consolidated Statement of Changes in Stockholders’

Equity and Comprehensive Income (Loss)

 


(Amounts in millions, except share data)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

Additional
Paid-in
Capital

 

 

 

Class A Stock

 

Common Stock

 

 

 

 

Shares

 

Amount

 

Shares

 

Amount

 

 













Balance at May 31, 2007

 

 

1,656,200

 

$

0.0

 

 

41,422,121

 

$

0.4

 

$

490.3

 

Comprehensive loss:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Loss

 

 

 

 

 

 

 

 

 

 

 

Other comprehensive loss, net:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency translation adjustment

 

 

 

 

 

 

 

 

 

 

 

Pension and postretirement adjustments (net of tax of $(1.2))

 

 

 

 

 

 

 

 

 

 

 

Total other comprehensive loss

 

 

 

 

 

 

 

 

 

 

 

Total comprehensive loss

 

 

 

 

 

 

 

 

 

 

 

Stock-based compensation

 

 

 

 

 

 

 

 

 

 

7.0

 

Adoption of FIN 48

 

 

 

 

 

 

 

 

 

 

 

Proceeds from issuance of common stock pursuant to stock-based compensation

 

 

 

 

 

 

1,460,183

 

 

 

 

37.6

 

Tax benefit realized from stock-based compensation

 

 

 

 

 

 

 

 

 

 

4.2

 

Purchases of treasury stock at cost

 

 

 

 

 

 

(6,437,786

)

 

 

 

 


















Balance at May 31, 2008

 

 

1,656,200

 

$

0.0

 

 

36,444,518

 

$

0.4

 

$

539.1

 

Comprehensive loss:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Loss

 

 

 

 

 

 

 

 

 

 

 

Other comprehensive loss, net:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency translation adjustment

 

 

 

 

 

 

 

 

 

 

 

Pension and postretirement adjustments (net of tax of $(3.4))

 

 

 

 

 

 

 

 

 

 

 

Total other comprehensive loss

 

 

 

 

 

 

 

 

 

 

 

Total comprehensive loss

 

 

 

 

 

 

 

 

 

 

 

Stock-based compensation

 

 

 

 

 

 

 

 

 

 

11.6

 

Proceeds from issuance of common stock pursuant to stock-based compensation

 

 

 

 

 

 

234,446

 

 

 

 

2.2

 

Purchases of treasury stock at cost

 

 

 

 

 

 

(1,938,689

)

 

 

 

 

Dividends

 

 

 

 

 

 

 

 

 

 

 


















Balance at May 31, 2009

 

 

1,656,200

 

$

0.0

 

 

34,740,275

 

$

0.4

 

$

552.9

 

Comprehensive income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Income

 

 

 

 

 

 

 

 

 

 

 

Other comprehensive income (loss), net:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency translation adjustment

 

 

 

 

 

 

 

 

 

 

 

Pension and postretirement adjustments (net of tax of ($9.1))

 

 

 

 

 

 

 

 

 

 

 

Total other comprehensive loss

 

 

 

 

 

 

 

 

 

 

 

Total comprehensive income

 

 

 

 

 

 

 

 

 

 

 

Stock-based compensation

 

 

 

 

 

 

 

 

 

 

14.0

 

Proceeds from issuance of common stock pursuant to stock-based compensation

 

 

 

 

 

 

134,045

 

 

 

 

3.2

 

Purchases of treasury stock at cost

 

 

 

 

 

 

(411,977

)

 

 

 

 

Treasury stock issued pursuant to stock purchase plans

 

 

 

 

 

 

135,915

 

 

 

 

(0.9

)

Dividends

 

 

 

 

 

 

 

 

 

 

 


















Balance at May 31, 2010

 

 

1,656,200

 

$

0.0

 

 

34,598,258

 

$

0.4

 

$

569.2

 


















See accompanying notes

(SCHOLASTIC LOGO)

38



 



 

 

 

 

 

 

 

 

 

 

 

 

 

 











 

 

Accumulated
Other Comprehensive
Income (Loss)

 

Retained
Earnings

 

Treasury
Stock
At Cost

 

Total
Stockholders’
Equity

 











Balance at May 31, 2007

 

$

(34.5

)

$

611.8

 

$

0.0

 

$

1,068.0

 

Comprehensive loss:

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Loss

 

 

 

 

(17.2

)

 

 

 

(17.2

)

Other comprehensive loss, net:

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency translation adjustment

 

 

1.9

 

 

 

 

 

 

1.9

 

Pension and postretirement adjustments (net of tax of $(1.2))

 

 

(2.1

)

 

 

 

 

 

(2.1

)

 

 

 

 

 

 

 

 

 

 

 




Total other comprehensive loss

 

 

 

 

 

 

 

 

(0.2

)

 

 

 

 

 

 

 

 

 

 

 




Total comprehensive loss

 

 

 

 

 

 

 

 

(17.4

)

Stock-based compensation

 

 

 

 

 

 

 

 

7.0

 

Adoption of FIN 48

 

 

 

 

(6.3

)

 

 

 

(6.3

)

Proceeds from issuance of common stock pursuant to stock-based compensation

 

 

 

 

 

 

 

 

37.6

 

Tax benefit realized from stock-based compensation

 

 

 

 

 

 

 

 

4.2

 

Purchases of treasury stock at cost

 

 

 

 

 

 

(220.0

)

 

(220.0

)















Balance at May 31, 2008

 

$

(34.7

)

$

588.3

 

$

(220.0

)

$

873.1

 

Comprehensive loss:

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Loss

 

 

 

 

(14.3

)

 

 

 

(14.3

)

Other comprehensive loss, net:

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency translation adjustment

 

 

(30.3

)

 

 

 

 

 

(30.3

)

Pension and postretirement adjustments (net of tax of $(3.4))

 

 

(12.1

)

 

 

 

 

 

(12.1

)

 

 

 

 

 

 

 

 

 

 

 




Total other comprehensive loss

 

 

 

 

 

 

 

 

(42.4

)

 

 

 

 

 

 

 

 

 

 

 




Total comprehensive loss

 

 

 

 

 

 

 

 

(56.7

)

Stock-based compensation

 

 

 

 

 

 

 

 

11.6

 

Proceeds from issuance of common stock pursuant to stock-based compensation

 

 

 

 

 

 

 

 

2.2

 

Purchases of treasury stock at cost

 

 

 

 

 

 

(34.0

)

 

(34.0

)

Dividends

 

 

 

 

(11.2

)

 

 

 

(11.2

)















Balance at May 31, 2009

 

$

(77.1

)

$

562.8

 

$

(254.0

)

$

785.0

 

Comprehensive income:

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Income

 

 

 

 

56.1

 

 

 

 

56.1

 

Other comprehensive income (loss), net:

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency translation adjustment

 

 

2.8

 

 

 

 

 

 

2.8

 

Pension and postretirement adjustments (net of tax of ($9.1))

 

 

(11.1

)

 

 

 

 

 

(11.1

)

 

 

 

 

 

 

 

 

 

 

 




Total other comprehensive loss

 

 

 

 

 

 

 

 

(8.3

)

 

 

 

 

 

 

 

 

 

 

 




Total comprehensive income

 

 

 

 

 

 

 

 

47.8

 

Stock-based compensation

 

 

 

 

 

 

 

 

14.0

 

Proceeds from issuance of common stock pursuant to stock-based compensation

 

 

 

 

 

 

 

 

3.2

 

Purchases of treasury stock at cost

 

 

 

 

 

 

(10.8

)

 

(10.8

)

Treasury stock issued pursuant to stock purchase plans

 

 

 

 

 

 

3.2

 

 

2.3

 

Dividends

 

 

 

 

(11.1

)

 

 

 

(11.1

)















Balance at May 31, 2010

 

$

(85.4

)

$

607.8

 

$

(261.6

)

$

830.4

 















(SCHOLASTIC LOGO)

39



 


 

Consolidated Statements of Cash Flows


 

 

 

 

 

 

 

 

 

 

 

 

 

(Amounts in millions)
Years ended May 31,

 





 

 

2010

 

2009

 

2008

 









Cash flows provided by operating activities:

 

 

 

 

 

 

 

 

 

 

Net income (loss)

 

$

56.1

 

$

(14.3

)

$

(17.2

)

Loss from discontinued operations, net of tax

 

 

(2.6

)

 

(27.5

)

 

(134.5

)












Earnings from continuing operations

 

 

58.7

 

 

13.2

 

 

117.3

 

Adjustments to reconcile earnings from continuing operations to net cash provided by operating activities of continuing operations:

 

 

 

 

 

 

 

 

 

 

Provision for losses on accounts receivable

 

 

9.5

 

 

15.8

 

 

8.5

 

Provision for losses on inventory

 

 

27.2

 

 

28.4

 

 

28.4

 

Provision for losses on royalty

 

 

6.8

 

 

12.6

 

 

6.8

 

Amortization of prepublication and production costs

 

 

51.0

 

 

44.8

 

 

46.1

 

Depreciation and amortization

 

 

59.5

 

 

60.7

 

 

62.2

 

Deferred income taxes

 

 

29.4

 

 

38.7

 

 

14.4

 

Stock-based compensation

 

 

14.0

 

 

11.6

 

 

7.0

 

Non cash write off related to asset impairment

 

 

43.1

 

 

17.0

 

 

 

Unrealized loss on investments

 

 

1.5

 

 

13.5

 

 

 

Changes in assets and liabilities:

 

 

 

 

 

 

 

 

 

 

Accounts receivable

 

 

(22.4

)

 

(17.7

)

 

3.5

 

Inventories

 

 

3.4

 

 

(25.8

)

 

(17.9

)

Prepaid expenses and other current assets

 

 

2.4

 

 

7.3

 

 

10.0

 

Deferred promotion costs

 

 

0.8

 

 

0.3

 

 

0.2

 

Royalty advances

 

 

(3.7

)

 

(6.6

)

 

(5.0

)

Accounts payable

 

 

(27.0

)

 

25.6

 

 

(13.8

)

Other accrued expenses

 

 

18.8

 

 

(28.3

)

 

27.3

 

Accrued royalties

 

 

0.4

 

 

(2.5

)

 

11.1

 

Deferred revenue

 

 

5.6

 

 

(0.5

)

 

12.5

 

Pension and post-retirement liabilities

 

 

(3.6

)

 

(4.4

)

 

(7.3

)

Other, net

 

 

(1.8

)

 

1.9

 

 

4.0

 












Total adjustments

 

 

214.9

 

 

192.4

 

 

198.0

 












Net cash provided by operating activities of continuing operations

 

 

273.6

 

 

205.6

 

 

315.3

 

Net cash provided by (used in) operating activities of discontinued operations

 

 

2.2

 

 

(17.0

)

 

(8.8

)












Net cash provided by operating activities

 

 

275.8

 

 

188.6

 

 

306.5

 

Cash flows used in investing activities:

 

 

 

 

 

 

 

 

 

 

Prepublication and production expenditures

 

 

(48.9

)

 

(57.8

)

 

(58.8

)

Additions to property, plant and equipment

 

 

(55.3

)

 

(45.1

)

 

(56.2

)

Acquisition related payments

 

 

(1.0

)

 

(4.4

)

 

(2.6

)

Net cash proceeds from sale of businesses

 

 

0.2

 

 

33.0

 

 

 

Other

 

 

 

 

1.7

 

 

0.1

 












Net cash used in investing activities of continuing operations

 

 

(105.0

)

 

(72.6

)

 

(117.5

)

Net cash used in investing activities of discontinued operations

 

 

 

 

(0.8

)

 

(5.9

)












Net cash used in investing activities

 

 

(105.0

)

 

(73.4

)

 

(123.4

)

Cash flows provided by (used in) financing activities:

 

 

 

 

 

 

 

 

 

 

Borrowings under credit agreement and revolving loan

 

 

 

 

220.3

 

 

190.0

 

Repayment of credit agreement and revolving loan

 

 

 

 

(220.3

)

 

(190.0

)

Borrowings under term loan

 

 

 

 

 

 

200.0

 

Repayment of term loan

 

 

(42.8

)

 

(42.8

)

 

(21.4

)

Repurchase of 5.00% notes

 

 

(4.1

)

 

(2.1

)

 

(12.4

)

Borrowings under lines of credit

 

 

157.0

 

 

465.0

 

 

470.9

 

Repayment under lines of credit

 

 

(159.0

)

 

(461.4

)

 

(524.5

)

Repayment of capital lease obligations

 

 

(3.4

)

 

(4.9

)

 

(5.5

)

Reacquisition of common stock

 

 

(10.8

)

 

(34.0

)

 

(220.0

)

Proceeds pursuant to stock-based compensation plans

 

 

3.2

 

 

2.3

 

 

37.6

 

Payment of dividends

 

 

(10.9

)

 

(8.4

)

 

 

Other

 

 

(0.1

)

 

 

 

0.9

 












Net cash used in financing activities of continuing operations

 

 

(70.9

)

 

(86.3

)

 

(74.4

)

Net cash used in financing activities

 

 

(70.9

)

 

(86.3

)

 

(74.4

)

Effect of exchange rate changes on cash and cash equivalents

 

 

0.6

 

 

(5.7

)

 

(11.1

)












Net increase in cash and cash equivalents

 

 

100.5

 

 

23.2

 

 

97.6

 

Cash and cash equivalents at beginning of period, including cash of discontinued operations of $0.0, $4.3 and $3.0 at June 1, 2009, 2008 and 2007, respectively

 

 

143.6

 

 

120.4

 

 

22.8

 

Cash and cash equivalents at end of period, including cash of discontinued operations of $0.0, $0.0 and $4.3 at May 31, 2010, 2009 and 2008, respectively

 

$

244.1

 

$

143.6

 

$

120.4

 












See accompanying notes

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Consolidated Statements of Cash Flows


 

 

 

 

 

 

 

 

 

 

 

 

 

(Amounts in millions)
Years ended May 31,

 





 

 

2010

 

2009

 

2008

 









Supplemental Information:

 

 

 

 

 

 

 

 

 

 

Income taxes payments (refunds), net

 

$

22.3

 

$

(5.3

)

$

45.9

 

Interest paid

 

 

16.5

 

 

23.1

 

 

33.1

 

Non-cash investing and financing activities: Capital leases

 

 

0.1

 

 

0.1

 

 

1.9

 












See accompanying notes

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41



 


 

Notes to Consolidated Financial Statements

(Amounts in millions, except share and per share data)

1. DESCRIPTION OF THE BUSINESS, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Description of the business

Scholastic Corporation (the “Corporation” and together with its subsidiaries, “Scholastic” or the “Company”) is a global children’s publishing, education and media company. Since its founding in 1920, Scholastic has emphasized quality products and a dedication to reading and learning. The Company is the world’s largest publisher and distributor of children’s books and a leading developer of educational technology products. Scholastic also creates quality educational and entertainment materials and products for use in school and at home, including magazines, children’s reference and non-fiction materials, teacher materials, television programming, film, videos and toys. The Company is a leading operator of school-based book clubs and book fairs in the United States. It distributes its products and services through these proprietary channels, as well as directly to schools and libraries, through retail stores and through the internet. The Company’s website, scholastic.com, is a leading site for teachers, classrooms and parents and an award-winning destination for children. In addition to its operations in the United States, Scholastic has long-established operations in Canada, the United Kingdom, Australia, New Zealand and parts of Asia, with newer operations in China, India and Ireland, and, through its export business, sells products in over 140 countries.

Basis of presentation

Principles of consolidation

The consolidated financial statements include the accounts of the Corporation and all wholly-owned and majority-owned subsidiaries. All significant intercompany transactions are eliminated in consolidation.

Reclassification

The current presentation includes a net reclassification of certain costs to Cost of goods sold from Selling, general and administrative expenses totaling $12.9 and $6.4 for the fiscal years ending May 31, 2009 and 2008, respectively.

Discontinued Operations

As more fully described in Note 2, “Discontinued Operations,” the Company determined to sell or shut down its domestic, Canadian and UK continuities businesses, and intends to sell a related warehousing and distribution facility located in Maumelle, Arkansas (the “Maumelle Facility”) and an office and distribution facility in Danbury, Connecticut (the “Danbury Facility”). During fiscal 2009, the Company also ceased its operations in Argentina and Mexico, its door-to-door selling operations in Puerto Rico as well as its continuities business in Australia and New Zealand, its corporate book fairs business and closed its Scarsdale, NY store. The Company also sold a trade magazine. Additionally, the Company sold a non-core market research business and a non-core on-line resource for teachers business. In fiscal 2010, the Company sold a previously discontinued non-core book distribution business. All of the above businesses are classified as discontinued operations in the Company’s financial statements.

Use of estimates

The Company’s consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements involves the use of estimates and assumptions by management, which affects the amounts reported in the consolidated financial statements and accompanying notes. The Company bases its estimates on historical experience, current business factors, and various other assumptions believed to be reasonable under the circumstances, all of which are necessary in order to form a basis for determining the carrying values of assets and liabilities. Actual results may differ from those estimates and assumptions. On an on-going

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42



 


basis, the Company evaluates the adequacy of its reserves and the estimates used in calculations, including, but not limited to: collectability of accounts receivable; sales returns; amortization periods; stock-based compensation expense; pension and other post-retirement obligations; tax rates; and recoverability of inventories, deferred promotion costs, deferred income taxes and tax reserves, fixed assets, prepublication costs, and royalty advances, and the fair value of goodwill and other intangibles. In addition, for a description of the significant assumptions and estimates used by management in connection with discontinued operations, see Note 2, “Discontinued Operations.”

Summary of Significant Accounting Policies

Revenue recognition

The Company’s revenue recognition policies for its principal businesses are as follows:

School-Based Book Clubs – Revenue from school-based book clubs is recognized upon shipment of the products.

School-Based Book Fairs – Revenues associated with school-based book fairs are related to sales of product. Book fairs are typically run by schools and/or parent teacher organizations over a five business day period. At the end of reporting periods, the Company defers revenue for those fairs that have not been completed as of the period end based on the number of fair days occurring after period end on a straight-line calculation of the full fair’s revenue.

Trade – Revenue from the sale of children’s books for distribution in the retail channel is recognized when the risks and benefits transfer to the customer, which generally is at the time of shipment. For newly published titles, the Company, on occasion, contractually agrees with its customers when the publication may be first offered for sale to the public, or an agreed upon “Release Date”. For such titles, the risks and benefits of the publication are not deemed to be transferred to the customer until such time that the publication can contractually be sold to the public, and the Company defers revenue on sales of such titles until such time as the customer is permitted to sell the product to the public.

A reserve for estimated returns is established at the time of sale and recorded as a reduction to revenue. Actual returns are charged to the reserve as received. The calculation of the reserve for estimated returns is based on historical return rates and sales patterns. A reserve for estimated bad debts is established at the time of sale and is based on the aging of accounts receivable held by the Company’s third party administrator. While the Company uses a third party to invoice and collect for shipments made, the Company bears the majority of the responsibility in the case of uncollectible accounts.

Educational Publishing – For shipments to schools, revenue is recognized when risks and benefits transfer to the customer. Shipments to depositories are on consignment and revenue is recognized based on actual shipments from the depositories to the schools. For certain software-based products, the Company offers new customers installation and training. In such cases, software-based product sales and services are accounted for as separate units of accounting and total proceeds are allocated based upon the relative fair values of these units. Service revenue is recognized as services are provided or over the life of the contract.

Toy Catalog – Revenue from the sale of children’s toys to the home through catalogs is recognized when risks and benefits transfer to the customer, which generally is at the time of shipment. A reserve for estimated returns is established at the time of sale and recorded as a reduction to revenue. Actual returns are charged to the reserve as received. The calculation of the reserve for estimated returns is based on historical return rates and sales patterns.

Film Production and Licensing – Revenue from the sale of film rights, principally for the home video and domestic and foreign television markets, is recognized when the film has been delivered and is available for showing or exploitation. Licensing revenue is recorded in accordance with royalty agreements at the time the licensed materials are available to the licensee and collections are reasonably assured.

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43



 


Magazines – Revenue is deferred and recognized ratably over the subscription period, as the magazines are delivered. Advertising revenue is recognized when the magazine is on sale and available to the subscribers.

Scholastic In-School Marketing – Revenue is recognized when the Company has satisfied its obligations under the program and the customer has acknowledged acceptance of the product or service.

Cash equivalents

Cash equivalents consist of short-term investments with original maturities of three months or less.

Accounts receivable

Accounts receivable are recorded net of allowances for doubtful accounts and reserves for returns. In the normal course of business, the Company extends credit to customers that satisfy predefined credit criteria. The Company is required to estimate the collectability of its receivables. Reserves for returns are based on historical return rates and sales patterns. 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.

Inventories

Inventories, consisting principally of books, are stated at the lower of cost, using the first-in, first-out method, or market. The Company records a reserve for excess and obsolete inventory based upon a calculation using the historical usage rates and sales patterns of its products.

Property, plant and equipment

Property, plant and equipment are stated at cost. Depreciation and amortization are recorded on a straight-line basis, over estimated useful lives. Buildings have an estimated useful life, for purposes of depreciation, of forty years. Capitalized software, net of accumulated amortization, was $61.2 and $59.8 at May 31, 2010 and 2009, respectively. Capitalized software is depreciated over a period of three to seven years. Amortization expense for capitalized software was $25.0, $25.2 and $21.1 for the fiscal years ended May 31, 2010, 2009 and 2008, respectively. Furniture, fixtures and equipment are depreciated over periods not exceeding ten years. Leasehold improvements are amortized over the life of the lease or the life of the assets, whichever is shorter The Company evaluates the depreciation periods of property, plant and equipment to determine whether events or circumstances warrant revised estimates of useful lives.

Leases

Lease agreements are evaluated to determine whether they are capital or operating leases in accordance with FASB Accounting Standards Codification (ASC) Topic 840, “Leases” (“Topic 840”). When substantially all of the risks and benefits of property ownership have been transferred to the Company, as determined by the test criteria in Topic 840, the lease then qualifies as a capital lease.

Capital leases are capitalized at the lower of the net present value of the total amount of rent payable under the leasing agreement (excluding finance charges) or the fair market value of the leased asset. Capital lease assets are depreciated on a straight-line basis, over a period consistent with the Company’s normal depreciation policy for tangible fixed assets, but not exceeding the lease term. Interest charges are expensed over the period of the lease in relation to the carrying value of the capital lease obligation.

Rent expense for operating leases, which may include free rent or fixed escalation amounts in addition to minimum lease payments, is recognized on a straight-line basis over the duration of each lease term.

Prepublication costs

The Company capitalizes the art, prepress, editorial, digital conversion and other costs incurred in the creation of the master copy of a book or other media (the “prepublication costs”). Prepublication costs are amortized on a straight-line basis over a three- to seven-year period based on expected future revenues. The Company regularly reviews the recoverability of the capitalized costs based on expected future revenues.

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44



 


Royalty advances

Royalty advances are initially capitalized and subsequently expensed as related revenues are earned or when the Company determines future recovery is not probable. The Company has a long history of providing authors with royalty advances, and it tracks each advance earned with respect to the sale of the related publication. The royalties earned are applied first against the remaining unearned portion of the advance. Historically, the longer the unearned portion of the advance remains outstanding, the less likely it is that the Company will recover the advance through the sale of the publication. The Company applies this historical experience to its existing outstanding royalty advances to estimate the likelihood of recovery. Additionally, the Company’s editorial staff regularly reviews its portfolio of royalty advances to determine if individual royalty advances are not recoverable for discrete reasons, such as the death of an author prior to completion of a title or titles, a Company decision to not publish a title, poor market demand or other relevant factors that could impact recoverability.

Goodwill and intangible assets

Goodwill and other intangible assets with indefinite lives are not amortized and are reviewed for impairment annually or more frequently if impairment indicators arise. With regard to goodwill, the Company compares the estimated fair value of its identified reporting units to the carrying value of the net assets. For each of the reporting units, the estimated fair value is determined utilizing the expected present value of the projected future cash flows of the units, in addition to comparisons to similar companies. The Company reviews its definition of reporting units annually. The Company evaluates its operating segments to determine if there are components one level below the operating segment. A component is present if discrete financial information is available and segment management regularly reviews the operating results of the business. If an operating segment only contains a single component, that component is determined to be a reporting unit for goodwill impairment testing purposes. If an operating segment contains multiple components, the Company evaluates the economic characteristics of these components. Any components within an operating segment that share similar economic characteristics are aggregated and deemed to be a reporting unit for goodwill impairment testing purposes. Components within the same operating segment that do not share similar economic characteristics are deemed to be individual reporting units for goodwill impairment testing purposes. The Company has identified 11 separate reporting units for goodwill impairment testing purposes. For each reporting unit with a goodwill asset, impairment testing is conducted at the reporting unit level.

With regard to other intangibles with indefinite lives, the Company determines the fair value by asset, which is then compared to its carrying value. The estimated fair value is determined utilizing the expected present value of the projected future cash flows of the asset. Intangible assets with definite lives consist principally of customer lists, covenants not to compete, and certain other intellectual property assets and are amortized over their expected useful lives. Customer lists are amortized on a straight-line basis over a five-year period, while covenants not to compete are amortized on a straight-line basis over their contractual term. Other intellectual property assets are amortized over their remaining useful lives which range primarily from three to five years.

Income taxes

The Company uses the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using enacted tax rates and laws that will be in effect when the differences are expected to enter into the determination of taxable income.

The Company believes that its taxable earnings, during the periods when the temporary differences giving rise to deferred tax assets become deductible or when tax benefit carryforwards may be utilized, should be sufficient to realize the related future income tax benefits. For those jurisdictions where the expiration date of the tax benefit carryforwards or the projected

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45



 


taxable earnings indicate that realization is not likely, the Company establishes a valuation allowance.

In assessing the need for a valuation allowance, the Company estimates future taxable earnings, with consideration for the feasibility of on-going tax planning strategies and the realizability of tax benefit carryforwards, to determine which deferred tax assets are more likely than not to be realized in the future. Valuation allowances related to deferred tax assets can be impacted by changes to tax laws, changes to statutory tax rates and future taxable earnings. In the event that actual results differ from these estimates in future periods, the Company may need to adjust the valuation allowance.

It is the Company’s policy to recognize uncertain income tax positions when the tax position is more likely than not to be sustained upon examination. The Company assesses all income tax positions and adjusts its reserves against these positions periodically based upon these criteria. The Company also assesses potential penalties and interest associated with these tax positions, and includes these amounts as a component of income tax expense.

In calculating the provision for income taxes on an interim basis, the Company uses an estimate of the annual effective tax rate based upon the facts and circumstances known. The Company’s effective tax rate is based on expected income and statutory tax rates and permanent differences between financial statement and tax return income applicable to the Company in the various jurisdictions in which the Company operates.

Unredeemed incentive credits

The Company employs incentive programs to encourage sponsor participation in its book clubs and book fairs. These programs allow the sponsors to accumulate credits which can then be redeemed for Company products or other items offered by the Company. The Company recognizes a liability for these credits at the time of the recognition of revenue for the underlying purchases of Company product that resulted in the granting of the credit, based on the estimated cost to provide the free products. As the credits are redeemed, such liability is reduced.

Other noncurrent liabilities

All of the rate assumptions discussed below impact the Company’s calculations of its pension and post-retirement obligations. The rates applied by the Company are based on the portfolios’ past average rates of return, discount rates and actuarial information. Any change in market performance, interest rate performance, assumed health care costs trend rate or compensation rates could result in significant changes in the Company’s pension and post-retirement obligations.

Pension obligations – Scholastic Corporation and certain of its subsidiaries have defined benefit pension plans covering the majority of their employees who meet certain eligibility requirements. The Company’s pension plans and other post-retirement benefits are accounted for using actuarial valuations required by ASC Topic 715, “Compensation Retirement Benefits” (“Topic 715”).

The Company’s pension calculations are based on three primary actuarial assumptions: the discount rate, the long-term expected rate of return on plan assets, and the anticipated rate of compensation increases. The discount rate is used in the measurement of the projected, accumulated and vested benefit obligations and the interest cost component of net periodic pension costs. The long-term expected return on plan assets is used to calculate the expected earnings from the investment or reinvestment of plan assets. The anticipated rate of compensation increase is used to estimate the increase in compensation for participants of the plan from their current age to their assumed retirement age. The estimated compensation amounts are used to determine the benefit obligations and the service cost. Pension benefits in the cash balance plan for employees located in the United States are based on formulas in which the employees’ balances are credited monthly with interest based on the average rate for one-year United States Treasury Bills plus 1%. Contribution credits are based on employees’ years of

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service and compensation levels during their employment periods.

Other post-retirement benefits – Scholastic Corporation provides post-retirement benefits, consisting of healthcare and life insurance benefits, to eligible retired United States-based employees. The post-retirement medical plan benefits are funded on a pay-as-you-go basis, with the Company paying a portion of the premium and the employee paying the remainder. The Company follows Topic 715 in calculating the existing benefit obligation, which is based on the discount rate and the assumed health care cost trend rate. The discount rate is used in the measurement of the projected and accumulated benefit obligations and the interest cost component of net periodic post-retirement benefit cost. The assumed health care cost trend rate is used in the measurement of the long-term expected increase in medical claims.

Foreign currency translation

The Company’s non-United States dollar-denominated assets and liabilities are translated into United States dollars at prevailing rates at the balance sheet date and the revenues, costs and expenses are translated at the average rates prevailing during each reporting period. Net gains or losses resulting from the translation of the foreign financial statements and the effect of exchange rate changes on long-term intercompany balances are accumulated and charged directly to the foreign currency translation adjustment component of stockholders’ equity until such time as the operations are substantially liquidated or sold. The Company does not expect to repatriate earnings from foreign corporate subsidiaries and therefore does not provide for taxes on cumulative translation adjustments within stockholders’ equity.

Shipping and handling costs

Amounts billed to customers for shipping and handling are classified as revenue. Costs incurred in shipping and handling are recognized in cost of goods sold.

Earnings per share

Basic earnings per share is based on the weighted average shares of Class A Stock and Common Stock outstanding. Diluted earnings per share is based on the weighted average shares of Class A Stock and Common Stock outstanding adjusted for the impact of potentially dilutive securities outstanding. The dilutive impact of options outstanding on continuing operations is calculated using the treasury stock method, which treats the options as if they were exercised at the beginning of the period, adjusted for Common Stock assumed to be repurchased with the proceeds and tax benefit realized upon exercise. Any potentially dilutive security is excluded from the computation of diluted earnings per share for any period in which it has an anti-dilutive effect. Options that were not included in the computation of diluted earnings per share because to do so would have been anti-dilutive totaled: 5,264,202 at May 31, 2010; 6,198,855 at May 31, 2009; and 2,770,635 at May 31, 2008.

Discontinued Operations

ASC Topic 360 requires the calculation of estimated fair value less cost to sell of long-lived assets for assets held for sale. The calculation of estimated fair value less cost to sell includes significant estimates and assumptions, including, but not limited to: operating projections; excess working capital levels; real estate values; and the anticipated costs involved in the selling process. The Company recognizes operations as discontinued when the operations have either ceased or are expected to be disposed of in a sale transaction in the near term, the operations and cash flows of all discontinued operations have been eliminated, or will be eliminated upon consummation of the expected sale transaction, and the Company will not have any significant continuing involvement in the discontinued operations subsequent to the expected sale transaction.

Stock-based compensation

The Company recognizes the cost of employee and director services received in exchange for any stock-based awards. The Company recognizes compensation expense on a straight-line basis over an award’s requisite service period, which is generally the vesting period, based on the award’s fair value at the date of grant.

The fair values of stock options granted by the Company are estimated at the date of grant using the

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Black-Scholes option-pricing model. The Company’s determination of the fair value of share-based payment awards using this option-pricing model is affected by the price of the Common Stock as well as by assumptions regarding highly complex and subjective variables, including, but not limited to, the expected price volatility of the Common Stock over the terms of the awards, the risk-free interest rate, and actual and projected employee stock option exercise behaviors. Estimates of fair value are not intended to predict actual future events or the value that may ultimately be realized by employees or directors who receive these awards.

Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods, if actual forfeitures differ from those estimates, in order to derive the Company’s best estimate of awards ultimately expected to vest. In determining the estimated forfeiture rates for stock-based awards, the Company periodically conducts an assessment of the actual number of equity awards that have been forfeited previously. When estimating expected forfeitures, the Company considers factors such as the type of award, the employee class and historical experience. The estimate of stock-based awards that will ultimately be forfeited requires significant judgment and, to the extent that actual results or updated estimates differ from current estimates, such amounts will be recorded as a cumulative adjustment in the period such estimates are revised.

The table set forth below provides the estimated fair value of options granted during fiscal years 2010, 2009 and 2008 and the significant weighted average assumptions used in determining the fair value for options granted by the Company under the Black-Scholes option pricing model. The expected life represents an estimate of the period of time stock options are expected to remain outstanding based on the historical exercise behavior of the option grantees. The risk-free interest rate was based on the U.S. Treasury yield curve corresponding to the expected life in effect at the time of the grant. The volatility was estimated based on historical volatility corresponding to the expected life.

 

 

 

 

 

 

 

 

 

 

 












 

 

2010

 

2009

 

2008

 









Estimated fair value of stock options granted

 

$

8.34

 

$

9.51

 

$

13.05

 

Assumptions:

 

 

 

 

 

 

 

 

 

 

Expected dividend yield

 

 

1.4

%

 

0.7

%

 

0.0

%

Expected stock price volatility

 

 

37.6

%

 

34.3

%

 

31.2

%

Risk-free interest rate

 

 

3.3

%

 

3.4

%

 

3.9

%

Expected life of options

 

 

7 years

 

 

6 years

 

 

6 years

 












Recently Adopted Accounting Pronouncements

In December 2008, the Financial Accounting Standards Board (“FASB”) issued an amendment to the authoritative guidance for employer’s disclosures about post-retirement benefit plan assets, which is effective for fiscal years ending after December 15, 2009. The amendment requires additional disclosures regarding investment allocations, major categories, valuation techniques and concentrations of risk related to plan assets held in an employer’s defined benefit pension or post-retirement plan. It also requires disclosure of any effects of utilizing significant unobservable inputs upon the overall change in the fair value of the plan assets during the reporting period. The Company has complied with the additional disclosures required by this standard. The adoption of this standard had no impact on the Company’s consolidated financial position, results of operations and cash flows.

In May 2009, the FASB issued ASC Topic 855 “Subsequent Events” (“Topic 855”), which establishes standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. It requires the disclosure of the date through which an entity has evaluated subsequent events and the basis for that date, i.e., whether that date represents the date the financial statements were issued or were available to be issued. Topic 855 is effective for interim or annual financial periods ending after June 15, 2009. The adoption of this standard had no impact on the Company’s consolidated financial position, results of operations and cash flows.

In January 2010, the FASB issued Accounting Standard Update No. 2010-06, “Fair Value Measurements and Disclosures (Topic 820) Improving

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Disclosures about Fair Value Measurements” (“ASU 2010-06”). This update requires additional disclosures about (1) the different classes of assets and liabilities measured at fair value, (2) the valuation techniques and inputs used, (3) the activity in Level 3 fair value measurements, and (4) the transfers between Levels 1, 2, and 3 fair value measurements. ASU 2010-06 is effective for interim and annual reporting periods beginning after December 15, 2009. The Company has complied with the additional disclosures required by this standard. The adoption of this standard had no impact on the Company’s consolidated financial position, results of operations and cash flows.

New Accounting Pronouncements

In June 2009, the FASB issued authoritative accounting guidance that changes the consolidation model for variable interest entities (VIEs). The guidance requires companies to qualitatively assess the determination of the primary beneficiary of a VIE based on whether the company (1) has the power to direct matters that most significantly impact the VIE’s economic performance, and (2) has the obligation to absorb losses or the right to receive benefits of the VIE that could potentially be significant to the VIE. The guidance is effective for fiscal years beginning after November 15, 2009. The Company is currently evaluating the impact on its results of operations and financial position.

In October 2009, the FASB issued Accounting Standard Update No. 2009-13, “Revenue Recognition (Topic 605): Multiple Deliverable Revenue Arrangements” (“ASU No. 2009-13”). The accounting standard update addresses the accounting for multiple-deliverable arrangements to enable vendors to account for products or services (deliverables) separately rather than as a combined unit. Vendors often provide multiple products or services to their customers. Those deliverables often are provided at different points in time or over different time periods. ASU No. 2009-13 establishes the accounting and reporting guidance for arrangements under which the vendor will perform multiple revenue-generating activities. Specifically, ASU No. 2009-13 addresses how to separate deliverables and how to measure and allocate arrangement consideration to one or more units of accounting. ASU No. 2009-13 will be effective prospectively for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010. Early adoption is permitted. The Company has not chosen early adoption and is evaluating the impact on the Company’s consolidated financial position, results of operations and cash flows.

In October 2009, the FASB issued Accounting Standard Update No. 2009-14, “Software (Topic 985): Certain Revenue Arrangements That Include Software Elements” (“ASU No. 2009-14”). The accounting standard update addresses the accounting revenue arrangements that contain tangible products and software and it affects vendors that sell or lease tangible products in an arrangement that contains software that is more than incidental to the tangible product as a whole. The accounting standard update clarifies what guidance should be used in allocating and measuring revenue. Tangible products containing software components and non-software components that function together to deliver the tangible product’s essential functionality are no longer within the scope of the software recognition guidance in Subtopic 985-605, “Software – Revenue Recognition.” The amendment requires that hardware components of a tangible product containing software components always be excluded from the software revenue guidance. ASU No. 2009-14 will be effective prospectively for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010. Early adoption is permitted. The Company has not chosen early adoption and is evaluating the impact on the Company’s consolidated financial position, results of operations and cash flows.

(SCHOLASTIC LOGO)

49



 


2. DISCONTINUED OPERATIONS

During 2008, the Company determined to sell or shut down its domestic, Canadian and UK continuities businesses, and intends to sell a related warehousing and distribution facility located in Maumelle, Arkansas (the “Maumelle Facility”) and an office and distribution facility in Danbury, Connecticut (the “Danbury Facility”). During fiscal 2009, the Company also ceased its operations in Argentina and Mexico, its door-to-door selling operations in Puerto Rico as well as its continuities business in Australia and New Zealand, its corporate book fairs business and closed its Scarsdale, NY store. The Company also sold a trade magazine. Additionally, the Company sold a non-core market research business and a non-core on-line resource for teachers business. In fiscal 2010, the Company sold a previously discontinued non-core book distribution business. All of the above businesses are classified as discontinued operations in the Company’s financial statements.

In accordance with Topic 360, the results of operations for the aforementioned operations are presented in the Company’s Consolidated Financial Statements as discontinued operations. Topic 360 requires adjustments to the carrying value of assets held for sale if the carrying value exceeds their estimated fair value, less cost to sell. The calculation of estimated fair value less cost to sell includes significant estimates and assumptions, including, but not limited to: operating projections and the discount rate and terminal values developed in connection with the discounted cash flow; excess working capital levels; real estate fair values; and the anticipated costs involved in the selling process. The Company prepared separate financial statements reflecting the discontinued operations presentation, which required management to make significant judgments and estimates for purposes of allocating to the discontinued operations certain operating expenses, such as warehousing and distribution expenses, as well as assets, liabilities and other balance sheet items, including accounts payable and certain noncurrent liabilities.

The Company continues to monitor the expected cash proceeds to be realized from the disposition of discontinued operations assets, and adjusts asset values accordingly.

The Company continuously evaluates its portfolio of businesses for both impairment and economic viability. The Company did not cease any additional operations or classify any additional operations as “held for sale” during fiscal 2010.

The following table summarizes the operating results of the discontinued operations for the fiscal years ended May 31:

 

 

 

 

 

 

 

 

 

 

 












 

 

2010

 

2009

 

2008

 












Revenues

 

$

2.4

 

$

74.2

 

$

253.6

 

(Loss) gain on sale

 

 

(0.9

)

 

32.0

 

 

 

Non-cash impairment charge and loss on operations

 

 

2.1

 

 

62.2

 

 

206.6

 

Loss before income taxes

 

 

3.0

 

 

30.2

 

 

206.6

 

Income tax benefit (expense)

 

 

0.4

 

 

2.7

 

 

72.1

 












Loss from discontinued operations, net of tax

 

$

2.6

 

$

27.5

 

$

134.5

 












The following table sets forth the assets and liabilities of the discontinued operations included in the Consolidated Balance Sheets of the Company as of May 31:

 

 

 

 

 

 

 

 









 

 

2010

 

2009

 









Accounts Receivable, net

 

$

3.7

 

$

13.6

 

Inventories, net

 

 

 

 

0.8

 

Other assets

 

 

16.7

 

 

16.6

 









Current assets of discontinued operations

 

$

20.4

 

$

31.0

 









Accounts payable

 

 

 

 

2.2

 

Accrued expenses and other current liabilities

 

 

3.9

 

 

5.1

 









Current liabilities of discontinued operations

 

$

3.9

 

$

7.3

 









(SCHOLASTIC LOGO)

50



 


3. SEGMENT INFORMATION

The Company categorizes its businesses into four reportable segments: Children’s Book Publishing and Distribution; Educational Publishing; Media, Licensing and Advertising (which collectively represent the Company’s domestic operations); and International. This classification reflects the nature of products and services consistent with the method by which the Company’s chief operating decision-maker assesses operating performance and allocates resources. Revenues and operating margin related to a segment’s products sold or services rendered through another segment’s distribution channel are reallocated to the segment originating the products or services.

 

 

Children’s Book Publishing and Distribution operates as an integrated business which includes the publication and distribution of children’s books in the United States through school-based book clubs and book fairs and the trade channel. This segment is comprised of three operating segments.

 

 

Educational Publishing includes the production and/or publication and distribution to schools and libraries of educational technology products, curriculum materials, children’s books, classroom magazines and print and on-line reference and non-fiction products for grades pre-kindergarten to 12 in the United States. This segment is comprised of two operating segments.

 

 

Media, Licensing and Advertising includes the production and/or distribution of media, merchandising and advertising revenue, including sponsorship programs and consumer promotions. This segment is comprised of three operating segments.

 

 

International includes the publication and distribution of products and services outside the United States by the Company’s international operations, and its export and foreign rights businesses. This segment is comprised of two operating segments.

In the first quarter of fiscal 2010, the Company reclassified certain revenues and operating expenses formerly included in the Media, Licensing and Advertising segment to the Children’s Book Publishing and Distribution segment. This reclassification consists of revenues and operating expenses derived from sales of media and interactive products sold through the various channels employed by the Children’s Book Publishing and Distribution segment. This change in reporting is consistent with changes in the Company’s internal financial reporting structure, and reflects the chief operating decision maker’s assessment of performance and asset allocation. Prior period results have been reclassified for consistency with the change in reporting structure. Revenues and operating income of $26.9 and $12.1, respectively, for the fiscal year ending May 31, 2009, and $26.1 and $10.1, respectively, for the fiscal year ending May 31, 2008, were reclassified to the Children’s Book Publishing and Distribution segment from the Media, Licensing and Advertising segment.

(SCHOLASTIC LOGO)

51



 


The following table sets forth information for the three fiscal years ended May 31 for the Company’s segments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Children’s
Book
Publishing
and
Distribution(1)

 

Educational
Publishing(1)

 

Media,
Licensing
and
Advertising(1)

 

Overhead(1)(2)

 

Total
Domestic

 

International(1)

 

Total

 

















2010

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
























Revenues

 

$

910.6

 

$

476.5

 

$

113.8

 

$

 

$

1,500.9

 

$

412.0

 

$

1,912.9

 

Bad debts

 

 

3.9

 

 

1.7

 

 

0.1

 

 

 

 

5.7

 

 

3.8

 

 

9.5

 

Depreciation and amortization(3)

 

 

14.2

 

 

3.0

 

 

0.7

 

 

35.6

 

 

53.5

 

 

6.0

 

 

59.5

 

Amortization(4)

 

 

12.0

 

 

25.9

 

 

10.2

 

 

 

 

48.1

 

 

2.9

 

 

51.0

 

Asset Impairments

 

 

 

 

36.3

 

 

3.0

 

 

 

 

39.3

 

 

3.8

 

 

43.1

 

Royalty advances expensed

 

 

20.3

 

 

0.7

 

 

0.9

 

 

 

 

21.9

 

 

4.1

 

 

26.0

 

Segment operating income/(loss)

 

 

117.9

 

 

67.2

 

 

(4.2

)

 

(82.5

)

 

98.4

 

 

30.0

 

 

128.4

 

Segment assets

 

 

516.3

 

 

344.3

 

 

59.2

 

 

369.5

 

 

1,289.3

 

 

290.7

 

 

1,580.0

 

Goodwill

 

 

54.3

 

 

88.4

 

 

5.4

 

 

 

 

148.1

 

 

8.5

 

 

156.6

 

Expenditures for long-lived assets

 

 

43.7

 

 

31.8

 

 

6.9

 

 

28.9

 

 

111.3

 

 

11.2

 

 

122.5

 

Long-lived assets

 

 

176.8

 

 

169.8

 

 

19.2

 

 

224.7

 

 

590.5

 

 

67.1

 

 

657.6

 
























2009

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
























Revenues

 

$

940.4

 

$

384.2

 

$

125.7

 

$

 

$

1,450.3

 

$

399.0

 

$

1,849.3

 

Bad debts

 

 

10.0

 

 

1.6

 

 

0.3

 

 

 

 

11.9

 

 

3.9

 

 

15.8

 

Depreciation and amortization(3)

 

 

16.3

 

 

3.8

 

 

1.0

 

 

33.8

 

 

54.9

 

 

5.8

 

 

60.7

 

Amortization(4)

 

 

12.3

 

 

22.5

 

 

7.9

 

 

 

 

42.7

 

 

2.1

 

 

44.8

 

Asset Impairments

 

 

 

 

 

 

 

 

 

 

 

 

17.0

 

 

17.0

 

Royalty advances expensed

 

 

26.3

 

 

1.7

 

 

0.6

 

 

 

 

28.6

 

 

3.6

 

 

32.2

 

Segment operating income/(loss)

 

 

101.8

 

 

55.8

 

 

 

 

(94.5

)

 

63.1

 

 

7.3

 

 

70.4

 

Segment assets

 

 

560.7

 

 

331.2

 

 

59.4

 

 

373.6

 

 

1,324.9

 

 

252.9

 

 

1,577.8

 

Goodwill

 

 

54.3

 

 

88.4

 

 

5.8

 

 

 

 

148.5

 

 

8.5

 

 

157.0

 

Expenditures for long-lived assets

 

 

48.5

 

 

37.7

 

 

12.3

 

 

25.0

 

 

123.5

 

 

10.0

 

 

133.5

 

Long-lived assets

 

 

186.9

 

 

206.3

 

 

27.2

 

 

221.9

 

 

642.3

 

 

73.0

 

 

715.3

 
























2008

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
























Revenues

 

$

1,187.5

 

$

407.1

 

$

114.7

 

$

 

$

1,709.3

 

$

449.8

 

$

2,159.1

 

Bad debts

 

 

5.7

 

 

(0.9

)

 

0.6

 

 

 

 

5.4

 

 

3.2

 

 

8.6

 

Depreciation and amortization(3)

 

 

18.1

 

 

3.2

 

 

1.4

 

 

32.6

 

 

55.3

 

 

6.9

 

 

62.2

 

Amortization(4)

 

 

12.4

 

 

24.6

 

 

6.8

 

 

 

 

43.8

 

 

2.3

 

 

46.1

 

Royalty advances expensed

 

 

23.2

 

 

1.2

 

 

0.6

 

 

 

 

25.0

 

 

3.8

 

 

28.8

 

Segment operating income/(loss)

 

 

185.1

 

 

65.9

 

 

(2.8

)

 

(77.1

)

 

171.1

 

 

42.3

 

 

213.4

 

Segment assets

 

 

538.8

 

 

333.8

 

 

59.7

 

 

430.6

 

 

1,362.9

 

 

305.8

 

 

1,668.7

 

Goodwill

 

 

38.2

 

 

89.0

 

 

5.8

 

 

 

 

133.0

 

 

31.4

 

 

164.4

 

Expenditures for long-lived assets

 

 

55.7

 

 

36.0

 

 

14.0

 

 

22.4

 

 

128.1

 

 

16.5

 

 

144.6

 

Long-lived assets

 

 

179.8

 

 

200.5

 

 

26.3

 

 

230.1

 

 

636.7

 

 

117.7

 

 

754.4

 

























 

 

(1)

As discussed in Note 2, “Discontinued Operations,” the Company determined to sell or shut down its domestic, Canadian and UK continuities businesses, and intends to sell the Maumelle Facility and the Danbury Facility. During fiscal 2009, the Company also ceased its operations in Argentina and Mexico, its door-to-door selling operations in Puerto Rico, as well as its continuities business in Australia and New Zealand, its corporate book fairs business and closed its Scarsdale, NY store. The Company also sold a trade magazine. Additionally, the Company sold a non-core market research business and a non-core on-line resource for teachers business. In fiscal 2010, the Company sold a previously discontinued non-core book distribution business. All of the above businesses are classified as discontinued operations in the Company’s financial statements and, as such, are not reflected in this table.

 

 

(2)

Overhead includes all domestic corporate amounts not allocated to segments, including expenses and costs related to the management of corporate assets. Unallocated assets are principally comprised of deferred income taxes and property, plant and equipment related to the Company’s headquarters in the metropolitan New York area and its fulfillment and distribution facilities located in Missouri.

 

 

(3)

Includes depreciation of property, plant and equipment and amortization of intangible assets.

 

 

(4)

Includes amortization of prepublication and production costs.

(SCHOLASTIC LOGO)

52



 


4. DEBT

The following table summarizes debt as of May 31:

 

 

 

 

 

 

 

 

 

 

 

 

 

 















 

 

Carrying
Value

 

Fair
Value

 

Carrying
Value

 

Fair
Value

 











 

 

2010

 

2009

 







Lines of Credit (weighted average interest rates of 3.9% and 3.3%, respectively)

 

$

7.5

 

$

7.5

 

$

10.9

 

$

10.9

 

Loan Agreement:

 

 

 

 

 

 

 

 

 

 

 

 

 

Revolving Loan

 

 

 

 

 

 

 

 

 

Term Loan (interest rates of 1.1% and 1.2%, respectively)

 

 

93.0

 

 

93.0

 

 

135.8

 

 

135.8

 

5% Notes due 2013, net of discount

 

 

152.3

 

 

151.3

 

 

157.0

 

 

129.6

 















Total debt

 

 

252.8

 

 

251.8

 

 

303.7

 

 

276.3

 

Less lines of credit and current portion of long-term debt

 

 

(50.3

)

 

(50.3

)

 

(53.7

)

 

(53.7

)















Total long-term debt

 

$

202.5

 

$

201.5

 

$

250.0

 

$

222.6

 















Short-term debt’s carrying value approximates fair value. Fair value of the Loan Agreement approximates its carrying value due to its variable interest rate and stable credit rating. Fair values of the Notes were estimated based on market quotes, where available, or dealer quotes.

(SCHOLASTIC LOGO)

53



 


The following table sets forth the maturities of the carrying values of the Company’s debt obligations as of May 31, 2010 for fiscal years ended May 31:

 

 

 

 

 






2011

 

$

50.3

 

2012

 

 

42.8

 

2013

 

 

159.7

 

Thereafter

 

 

 






Total debt

 

$

252.8

 






Loan Agreement

On June 1, 2007, Scholastic Corporation and Scholastic Inc. (each, a “Borrower” and together, the “Borrowers”) entered into a new $525.0 credit facility with certain banks (the “Loan Agreement”), consisting of a $325.0 revolving credit component (the “Revolving Loan”) and a $200.0 amortizing term loan component (the “Term Loan”). The Loan Agreement is a contractually committed unsecured credit facility that is scheduled to expire on June 1, 2012. The $325.0 Revolving Loan component allows the Company to borrow, repay or prepay and reborrow at any time prior to the stated maturity date, and the proceeds may be used for general corporate purposes, including financing for acquisitions and share repurchases. The Loan Agreement also provides for an increase in the aggregate Revolving Loan commitments of the lenders of up to an additional $150.0. The $200.0 Term Loan component was established in order to fund the reacquisition by the Corporation of shares of its Common Stock pursuant to an Accelerated Share Repurchase Agreement (see Note 10, “Treasury Stock”) and was fully drawn on June 28, 2007 in connection with that transaction. The Term Loan, which may be prepaid at any time without penalty, requires quarterly principal payments of $10.7, with the first payment on December 31, 2007, and a final payment of $7.4 due on June 1, 2012.

Interest on both the Term Loan and Revolving Loan is due and payable in arrears on the last day of the interest period (defined as the period commencing on the date of the advance and ending on the last day of the period selected by the Borrower at the time each advance is made). At the election of the Borrower, the interest rate charged for each loan made under the Loan Agreement is based on (1) a rate equal to the higher of (a) the prime rate or (b) the prevailing Federal Funds rate plus 0.500% or (2) an adjusted LIBOR rate plus an applicable margin, ranging from 0.500% to 1.250% based on the Company’s prevailing consolidated debt to total capital ratio. As of May 31, 2010, the applicable margin on the Term Loan was 0.750% and the applicable margin on the Revolving Loan was 0.600%. As of May 31, 2009, the applicable margin on the Term Loan was 0.875% and the applicable margin on the Revolving Loan was 0.700%. The Loan Agreement also provides for a payment of a facility fee ranging from 0.125% to 0.25% per annum on the Revolving Loan only, which was 0.150% and 0.175% at May 31, 2010 and 2009, respectively. As of May 31, 2010, $93.0 was outstanding under the Term Loan at an interest rate of 1.1%. As of May 31, 2009, $135.8 was outstanding under the Term Loan at an interest rate of 1.2%.

As of May 31, 2010, standby letters of credit outstanding under the Loan Agreement totaled $0.4 million. The Loan Agreement contains certain covenants, including interest coverage and leverage ratio tests and certain limitations on the amount of dividends and other distributions, and at May 31, 2010 the Company was in compliance with these covenants.

5% Notes due 2013

In April 2003, Scholastic Corporation issued $175.0 of 5% Notes (the “5% Notes”). The 5% Notes are senior unsecured obligations that mature on April 15, 2013. Interest on the 5% Notes is payable semi-annually on April 15 and October 15 of each year through maturity. The Company may at any time redeem all or a portion of the 5% Notes at a redemption price (plus accrued interest to the date of the redemption) equal to the greater of (i) 100% of the principal amount, or (ii) the sum of the present values of the remaining scheduled payments of principal and interest discounted to the date of redemption.

In fiscal 2010, the Company repurchased an additional $5.0 of the 5% Notes on the open market, while $2.5 was repurchased in fiscal year 2009.

(SCHOLASTIC LOGO)

54



 


Lines of Credit

In November 2009 and May 2009, the Company entered into unsecured money market bid rate credit lines totaling $20.0. There were no outstanding borrowings under these credit lines at May 31, 2010 and May 31, 2009. All loans made under these credit lines are at the sole discretion of the lender and at an interest rate and term agreed to at the time each loan is made, but not to exceed 365 days, for fiscal 2010 and 180 days for fiscal 2009. These credit lines may be renewed, if requested by the Company, at the option of the lender.

As of May 31, 2010, the Company had various local currency credit lines, with maximum available borrowings in amounts equivalent to $28.2, underwritten by banks primarily in the United States, Canada and the United Kingdom. These credit lines are typically available for overdraft borrowings or loans up to 364 days and may be renewed, if requested by the Company, at the sole option of the lender. There were borrowings outstanding under these facilities equivalent to $7.5 at May 31, 2010 at a weighted average interest rate of 3.9%, compared to the equivalent of $10.9 at May 31, 2009 at a weighted average interest rate of 3.3%.

5. COMMITMENTS AND CONTINGENCIES

Lease obligations

The Company leases warehouse space, office space and equipment under various capital and operating leases over periods ranging from one to forty years. Certain of these leases provide for scheduled rent increases based on price-level factors. The Company generally does not enter into leases that call for contingent rent. In most cases, management expects that, in the normal course of business, leases will be renewed or replaced. Net rent expense relating to the Company’s non-cancelable operating leases for the three fiscal years ended May 31, 2010, 2009 and 2008 was $44.8, $45.3 and $45.9, respectively.

The Company was obligated under capital leases covering land, buildings and equipment in the amount of $55.9 and $57.9 at May 31, 2010 and 2009, respectively. Amortization of assets under capital leases is included in depreciation and amortization expense.

The following table sets forth the composition of capital leases reflected as Property, Plant and Equipment in the Consolidated Balance Sheets at May 31:

 

 

 

 

 

 

 

 









 

 

2010

 

2009

 







Land

 

$

3.5

 

$

3.5

 

Buildings

 

 

39.0

 

 

39.0

 

Equipment

 

 

8.0

 

 

19.0

 









 

 

 

50.5

 

 

61.5

 

Accumulated amortization

 

 

(17.6

)

 

(25.3

)









Total

 

$

32.9

 

$

36.2

 









The following table sets forth the aggregate minimum future annual rental commitments at May 31, 2010 under all non-cancelable leases for fiscal years ending May 31:

 

 

 

 

 

 

 

 









 

 

Operating Leases

 

Capital Leases

 









2011

 

 

35.3

 

 

5.9

 

2012

 

 

31.1

 

 

5.7

 

2013

 

 

27.1

 

 

6.2

 

2014

 

 

21.0

 

 

5.1

 

2015

 

 

16.8

 

 

5.1

 

Thereafter

 

 

55.7

 

 

196.2

 









Total minimum lease payments

 

$

187.0

 

$

224.2

 

 

 



 

 

 

 

Less amount representing interest

 

 

 

 

 

168.3

 

 

 

 

 

 



 

Present value of net minimum capital lease payments

 

 

 

 

 

55.9

 

Less current maturities of capital lease obligations

 

 

 

 

 

0.9

 

 

 

 

 

 



 

Long-term capital lease obligations

 

 

 

 

$

55.0

 

 

 

 

 

 



 

Other Commitments

The Company had contractual commitments relating to royalty advances at May 31, 2010 totaling $10.6. The aggregate annual commitments for royalty advances are as follows: fiscal 2011 – $7.4; fiscal 2012 – $1.9; fiscal 2013 – $0.8; fiscal 2014 – $0.4; fiscal 2015 – $0.1.

The Company had contractual commitments relating to minimum print quantities at May 31, 2010 totaling $508.1. The annual commitments relating to minimum print quantities are as follows: fiscal 2011 –$46.2; fiscal 2012 – $47.1; fiscal 2013 – $48.1; fiscal 2014 – $49.2; fiscal 2015 – $50.2; thereafter – $267.3.

(SCHOLASTIC LOGO)

55



 


As of May 31, 2010, the Company had open standby letters of credit of $7.2 issued under certain credit lines, compared to $7.4 as of May 31, 2009. These letters of credit are scheduled to expire within one year; however, the Company expects that substantially all of these letters of credit will be renewed, at similar terms, prior to expiration.

Contingencies

As previously reported, the Company is party to certain actions filed by each of Alaska Laborers Employee Retirement Fund and Paul Baicu, which were consolidated on November 8, 2007. On September 26, 2008, the plaintiff sought leave of the Court to file a second amended class action complaint, in order to add allegations relating to the Company’s restatement announced in the Company’s Annual Report on Form 10-K filed on July 30, 2008. The Court thereafter dismissed the Company’s pending motion to dismiss as moot. On October 20, 2008, the plaintiff filed the second amended complaint, and on October 31, 2008, the Company filed a motion to dismiss the second amended complaint, which remains pending. The second amended class action complaint continues to allege securities fraud relating to statements made by the Company concerning its operations and financial results between March 2005 and March 2006 and seeks unspecified compensatory damages. The Company continues to believe that the allegations in such complaint are without merit and is vigorously defending the lawsuit.

In addition to the above suits, various claims and lawsuits arising in the normal course of business are pending against the Company. The results of these proceedings are not expected to have a material adverse effect on the Company’s consolidated financial position or results of operations.

6. INVESTMENTS

Included in the Other Assets and Deferred Charges Section of the Company’s Consolidated Balance Sheets were investments of $20.6 and $27.1 at May 31, 2010 and May 31, 2009, respectively.

In fiscal 2010, the Company determined that a cost-method investment in a U.S. based internet company was other than temporarily impaired. Accordingly, the Company recognized a loss of $1.5 for the fiscal year ended May 31, 2010.

The Company owns a non-controlling interest in a book distribution business located in the United Kingdom. In fiscal 2009, the Company determined that these assets were other than temporarily impaired. For the fiscal year ended May 31, 2009, the Company recorded impairments on investments related to these operations of $13.5. The carrying value of these assets is $9.1 as of May 31, 2010.

In fiscal 2007, the Company participated in the organization of a new entity, the Children’s Network Venture LLC (“Children’s Network”) that produces and distributes educational children’s television programming under the name Qubo. Since inception in August 2006, the Company has contributed a total of $5.4 in cash and certain rights to existing television programming to the Children’s Network. The Company’s investment, which consists of a 12.25% equity interest, is accounted for using the equity method of accounting. The net value of this investment at May 31, 2010 was $0.7, reflecting the ongoing recognition of losses.

The following table summarizes the Company’s investments as of May 31:

 

 

 

 

 

 

 

 









 

 

2010

 

2009

 







Cost method investments

 

 

 

 

 

 

 

The Book People, Ltd.

 

$

9.1

 

$

9.1

 

KIDZUI

 

 

 

 

1.5

 









Total cost method investments

 

 

9.1

 

 

10.6

 









Equity method investments

 

 

 

 

 

 

 

Usborne

 

 

10.8

 

 

11.1

 

Other

 

 

0.7

 

 

5.4

 









Total equity method investments

 

 

11.5

 

 

16.5

 









Total

 

$

20.6

 

$

27.1

 









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7. GOODWILL AND OTHER INTANGIBLES

Goodwill and other intangible assets with indefinite lives are reviewed for impairment annually or more frequently if impairment indicators arise. The following table summarizes the activity in Goodwill for the fiscal years ended May 31:

 

 

 

 

 

 

 

 









 

 

2010

 

2009

 







Gross beginning balance

 

$

174.0

 

$

164.4

 

Accumulated impairment

 

 

(17.0

)

 

 









Beginning balance

 

 

157.0

 

 

164.4

 

Impairment charge

 

 

(0.4

)

 

(17.0

)

Deferred tax adjustment

 

 

 

 

16.1

 

Purchase adjustment

 

 

 

 

(0.7

)

Foreign currency translation

 

 

 

 

(5.8

)









Ending balance

 

$

156.6

 

$

157.0

 









The ending balances as of May 31, 2010 include accumulated impairments of $17.4.

At February 28, 2009, the total market value of the Company’s outstanding Common and Class A shares was less than the carrying value of the Company’s net assets. Due to the reduced total market value of the Company’s Common Stock, the Company evaluated the goodwill for its reporting units for impairment as of February 28, 2009. The Company employed internally developed discounted cash flow forecasts to determine the fair values of its reporting units, based upon the best available financial data. The Company concluded that goodwill associated with the Company’s United Kingdom operations was impaired as of February 28, 2009, and recognized a goodwill impairment of $17.0.

The deferred tax adjustment in fiscal 2009 relates to a prior acquisition included in the Children’s Book Publishing and Distribution segment. The purchase adjustment in fiscal 2009 is related to the acquisition of a school consulting and professional development services company in fiscal 2007.

As of May 31, 2010, the Company determined the carrying value of its direct-to-home catalog business specializing in toys exceeded the fair value of this reporting unit. The Company employed internally developed discounted cash flow forecast and market comparisons to determine the fair value of the reporting unit and the implied fair value of the reporting unit’s assets and liabilities. Accordingly, the Company recognized an impairment charge of $0.4 at May 31, 2010.

The following table summarizes Other intangibles subject to amortization as of May 31:

 

 

 

 

 

 

 

 









 

 

2010

 

2009

 







Beginning balance

 

$

0.1

 

$

0.2

 

Additions

 

 

5.1

 

 

 

Impairment charge

 

 

(3.8

)

 

 

Other adjustments

 

 

(0.3

)

 

 

Amortization expense

 

 

(0.2

)

 

(0.1

)

Foreign currency translation

 

 

(0.1

)

 

 









Customer lists, net of accumulated amortization of $1.1 and $0.9, respectively

 

$

0.8

 

$

0.1

 









Beginning balance

 

$

2.8

 

$

3.3

 

Amortization expense

 

 

(0.6

)

 

(0.5

)









Other intangibles, net of accumulated amortization of $6.2 and $5.6, respectively

 

$

2.2

 

$

2.8

 









Total

 

$

3.0

 

$

2.9

 









Amortization expense for Other intangibles totaled $0.8, $0.6 and $2.5 for the fiscal years ended May 31, 2010, 2009 and 2008, respectively. Amortization expense for these assets is currently estimated to total $0.8 for the fiscal year ending May 31, 2011, $0.7 for fiscal years ending May 31, 2012 and 2013, $0.2 for the fiscal year ending May 31, 2014 and $0.1 for the fiscal year ending May 31, 2015. Intangible assets with definite lives consist principally of customer lists and covenants not to compete. Intangible assets with definite lives are amortized over their estimated useful lives.

During the first quarter of fiscal 2010, the Company and its joint venture partner terminated a book distribution joint venture in the United Kingdom. As a result of this transaction, the Company received a portion of the business and a related customer list previously held by the joint venture, in exchange for the partial forgiveness of amounts owed to the Company by the joint venture and related entities. The Company recognized this customer list in the first quarter of fiscal 2010 with a carrying value of $5.1, which the Company intended to operate apart from its existing customer list. In the second quarter of fiscal 2010, the Company determined that, to maximize profitability, the acquired customer list should

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ultimately be combined with its existing customer list. As a result, the Company assessed this customer list for impairment and determined that the customer list was impaired based upon the highest and best use for this asset. This assessment incorporated internally developed cash flow projections to measure fair value, as market data for this asset is not readily available. Accordingly, the Company recognized an impairment charge in the second quarter of fiscal 2010 related to this asset of $3.8.

The Company implemented certain strategic initiatives during fiscal 2010 to centralize publishing efforts within the Children’s Book Publishing and Distribution segment. These initiatives included the elimination of the front list for certain library-specific titles. The Company will continue to serve the library market through other channels, notably the trade channel within the Children’s Book Publishing and Distribution segment. As a result of these initiatives, and in tandem with reduced expectations in certain Educational Publishing print businesses, the Company determined that the intangible assets of $28.7 and prepublication costs of $7.6 associated with such businesses, totaling $36.3, were impaired. The Company employed qualitative and internally developed quantitative methods, including discounted cash flow models, to determine the fair value of the asset to a market participant. Significant inputs included a best use analysis of the existing market for the asset, including uses for the asset other than its current usage, resulting in a determination that the market for the asset had declined significantly.

In the fourth quarter of fiscal 2010, the Company determined that the fair value of the trademark associated with the Company’s direct-to-home catalog business specializing in toys was less than the carrying value of the trademark. The Company used historical and projected results while applying a residual income fair value method to make this determination and recognized an impairment of this trademark of $2.6.

The following table summarizes Other intangibles not subject to amortization as of May 31:

 

 

 

 

 

 

 

 









 

 

2010

 

2009

 









Net carrying value by major class: