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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 22, 2005
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SCHOLASTIC CORPORATION
(Exact Name of Registrant as Specified in Charter)
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DELAWARE 000-19860 13-3385513
(State or Other Jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) Identification No.)
557 BROADWAY, NEW YORK, 10012
NEW YORK (Zip Code)
(Address of Principal Executive Offices)
(212) 343-6100
(Registrant's telephone number, including area code)
(Former Name or Former address, if Changed Since Last Report)
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Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
|_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act
(17 CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 2.02 Results of Operations and Financial Condition
On September 22, 2005, Scholastic Corporation issued the press release attached
hereto as Exhibit 99.1 announcing its results of operations for its quarter
ended August 31, 2005.
The information in this Current Report on Form 8-K, including Exhibits, is being
furnished to the Securities and Exchange Commission (the "SEC") and shall not be
deemed to be incorporated by reference into any of Scholastic's filings with the
SEC under the Securities Act of 1933.
Item 9.01 Financial Statements and Exhibits
(a) Not applicable
(b) Not applicable
(c) The following exhibit is filed as part of this report:
Press release of Scholastic Corporation, dated September 22, 2005, is
filed as Exhibit 99.1.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: September 22, 2005 SCHOLASTIC CORPORATION
(Registrant)
/s/ Mary A. Winston
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Name: Mary A. Winston
Title: Executive Vice President and Chief
Financial Officer
EXHIBIT INDEX
Number Exhibit
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99.1 Press release of Scholastic Corporation, dated September 22, 2005
Exhibit 99.1
Scholastic Reports First Quarter Results for Fiscal 2006;
Strong Growth Driven by Successful Launch of Harry Potter
and the Half-Blood Prince;
Record Sales of Educational Technology
NEW YORK--(BUSINESS WIRE)--Sept. 22, 2005--Scholastic Corporation
(NASDAQ:SCHL) today reported its results for the fiscal 2006 first
quarter ended August 31, 2005, and affirmed its outlook for fiscal
2006.
Revenues in the first quarter were $498.4 million versus $323.7
million in the prior year period. Net loss for the quarter was $21.2
million, or $0.52 per share. This compares to a net loss of $50.5
million, or $1.28 per share, in the prior year period, which included
a pre-tax charge of $3.6 million, or $0.06 per share, in severance
costs relating to the reorganization of the Continuities business.
Scholastic typically records a seasonal loss in its first quarter of
the fiscal year, as most schools are not in session resulting in
minimal revenues from school-based Book Fairs and Book Clubs.
Richard Robinson, Chairman, President and CEO of Scholastic,
commented: "Record-breaking sales of Harry Potter and the Half-Blood
Prince drove significantly higher results in Children's Book
Publishing and Distribution and for the Company overall. Scholastic
Education's strongest quarter ever also contributed to last quarter's
improved results, with sales of educational technology demonstrating
the continued success of our reading solutions strategy. These
achievements reinforce Scholastic's leading position as a partner with
families and teachers, helping develop children's reading skills and
love of books."
The Company also affirmed its fiscal 2006 outlook for revenues of
$2.3 to $2.4 billion, earnings per diluted share of $2.30 to $2.50,
and free cash flow of $85 to $95 million.
First Quarter Segment Analysis
Children's Book Publishing and Distribution. Segment revenues in
the quarter were $275.3 million, compared to $121.8 million in the
prior year period. Harry Potter revenue increased to approximately
$185 million from about $10 million in last year's first quarter,
reflecting the successful launch of Harry Potter and the Half-Blood
Prince, as well as higher sales of Harry Potter backlist titles.
Partially offsetting this increase was a decline in Continuities
revenue resulting from the Company's strategy to focus on its most
productive customers. The resulting operating loss for the segment was
$19.7 million, compared to an operating loss of $64.0 million in the
prior year period.
Educational Publishing. In the first quarter, segment revenues
increased 9% to $128.3 million from $118.2 million in the prior year
period. Operating profits rose 23% to $27.5 million relative to the
prior year period. Higher revenues and profits primarily reflected a
32% increase in sales of educational technology over the prior year,
benefiting from the launch of the Enterprise Edition of the READ
180(R) reading intervention program.
International. Segment revenues in the first quarter rose 7% (3%
in local currencies) to $76.7 million from $71.8 million in the prior
year period, primarily as a result of growth in the Company's export
business and in the Australia market. The operating loss in the
segment was $5.5 million in the first quarter, as compared to a loss
of $3.0 million in the year ago period, primarily due to lower results
in the United Kingdom, where Scholastic is rebuilding its Trade and
Continuities businesses. The first quarter is also typically the
smallest for the International segment, with schools out of session in
the United Kingdom and Canada, two of our largest operations,
resulting in a loss.
Media, Licensing and Advertising. Segment revenues rose 52% to
$18.1 million in the first quarter, compared to the prior year period,
primarily due to increased production revenue for Maya & Miguel(TM)
and Time Warp Trio(TM). Operating loss improved to $5.7 million for
the quarter compared with $6.2 million in the year ago period.
Conference Call
Scholastic will hold a conference call today (September 22, 2005)
at 8:00 a.m. EDT. To listen by telephone, dial 888-338-6461 or
973-935-8510. To listen and view accompanying slides on the Internet,
go to the Investor Relations section of www.scholastic.com, and follow
links there. Following the call, the slides will be available in the
Investor Relations section of www.scholastic.com and an audio replay
will be available at 877-519-4471; PIN number: 6459681.
About Scholastic
Scholastic Corporation (NASDAQ:SCHL) is the world's largest
publisher and distributor of children's books and a leader in
educational technology. Scholastic creates quality educational and
entertaining materials and products for use in school and at home,
including children's books, magazines, technology-based products,
teacher materials, television programming, film, videos and toys. The
Company distributes its products and services through a variety of
channels, including proprietary school-based book clubs, school-based
book fairs, and school-based and direct-to-home continuity programs;
retail stores, schools, libraries and television networks; and the
Company's Internet site, www.scholastic.com.
Forward-Looking Statements
This news release contains certain forward-looking statements.
Such forward-looking statements are subject to various risks and
uncertainties, including the conditions of the children's book and
educational materials markets and acceptance of the Company's products
within those markets, and other risks and factors identified from time
to time in the Company's filings with the Securities and Exchange
Commission. Actual results could differ materially from those
currently anticipated.
SCHOLASTIC CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
(Amounts in millions except per share data)
--------------------------------------------
THREE MONTHS ENDED
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8/31/05 8/31/04 Favorable/(Unfavorable)
Restated(1)
-------------------- -----------------------
Revenues $498.4 $323.7 $174.7 54%
Operating costs and
expenses:
Cost of goods sold 293.0 176.4 (116.6) (66%)
Selling, general and
administrative
expenses 202.4 181.2 (21.2) (12%)
Selling, general and
administrative
expenses -
Continuity charges (2) - 3.6 3.6 (a)
Bad debt expense 12.6 16.2 3.6 22%
Depreciation and
amortization 15.6 15.7 0.1 1%
-------------------- ----------
Total operating costs and
expenses 523.6 393.1 (130.5) (33%)
Operating loss (25.2) (69.4) 44.2 64%
Interest expense, net 8.5 8.8 0.3 3%
-------------------- ----------
Loss before income taxes (33.7) (78.2) 44.5 57%
Tax benefit 12.5 27.7 (15.2) (55%)
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Net loss ($21.2) ($50.5) $29.3 58%
==================== ==========
Weighted average shares
outstanding - basic and
diluted 41.0 39.6 1.4 4%
Net loss per share - basic
and diluted ($0.52) ($1.28) $0.76 59%
(1) In the fourth quarter of fiscal 2005, the Company revised its
accounting for certain leasing transactions and restated its
previously issued annual and interim consolidated financial
statements.
(2) In the three months ended August 31, 2004, the Company recorded
pre-tax charges of $3.6, or $0.06 per diluted share, primarily for
severance related to staff reductions implemented in that quarter
in connection with the prior year review by the Company of its
Continuity business.
(a) Percent change not meaningful.
FORWARD-LOOKING STATEMENTS
This news release contains certain forward-looking statements.
Such forward-looking statements are subject to various risks and
uncertainties including the conditions of the children's book and
instructional materials markets and acceptance of the Company's
products within those markets and other risks and factors identified
from time to time in the Company's filings with the Securities and
Exchange Commission. Actual results could differ materially from those
currently anticipated.
SCHOLASTIC CORPORATION
RESULTS OF OPERATIONS - SEGMENTS
(UNAUDITED)
(Amounts in millions)
--------------------------------------------
THREE MONTHS ENDED
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8/31/05 8/31/04 Favorable/(Unfavorable)
Restated(1)
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Children's Book Publishing
& Distribution
Revenue $275.3 $121.8 $153.5 (a)
Operating loss (2)(3) (19.7) (64.0) 44.3 69%
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Operating margin (3) -7.2% -52.5%
Educational Publishing
Revenue 128.3 118.2 10.1 9%
Operating profit 27.5 22.3 5.2 23%
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Operating margin 21.4% 18.9%
International
Revenue 76.7 71.8 4.9 7%
Operating loss (5.5) (3.0) (2.5) (83%)
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Operating margin -7.2% -4.2%
Media, Licensing and
Advertising
Revenue 18.1 11.9 6.2 52%
Operating loss (3) (5.7) (6.2) 0.5 8%
--------------------
Operating margin (3) -31.5% -52.1%
Overhead expense 21.8 18.5 (3.3) (18%)
-------------------- ----------
Operating loss ($25.2) ($69.4) $44.2 64%
==================== ==========
(1) In the fourth quarter of fiscal 2005, the Company revised its
accounting for certain leasing transactions and restated its
previously issued annual and interim consolidated financial
statements.
(2) Results for the three months ended August 31, 2004 include pre-tax
charges of $3.6, or $0.06 per diluted share, recorded in the
Children's Book Publishing and Distribution segment ("CBP&D"),
primarily for severance related to staff reductions implemented in
that quarter in connection with the prior year review by the
Company of its Continuity business.
(3) In the fourth quarter of fiscal 2005, the Company reviewed the
estimated Cost of goods sold related to Media, Licensing and
Advertising segment ("MLA") products sold through CBP&D. The
Company determined that the actual costs were lower and the gross
margins higher on these products than previously allocated. Prior
period inter-segment allocations were adjusted accordingly,
resulting in higher gross margin in MLA with offsetting decreases
in CBP&D.
(a) Percent change not meaningful.
SCHOLASTIC CORPORATION
SUPPLEMENTAL INFORMATION
(UNAUDITED)
(Amounts in millions)
SELECTED BALANCE SHEET ITEMS
--------------------------------------------
8/31/05 8/31/04 Favorable/(Unfavorable)
Restated(1)
-------------------- -----------------------
Cash and cash equivalents $18.4 $13.3 $5.1 38%
Accounts receivable, net 411.7 230.0 181.7 79%
Inventories 509.2 533.7 (24.5) (5%)
Total debt (lines of
credit, short-term debt
and long-term debt) 579.8 618.4 38.6 6%
Capital lease obligation 78.0 74.0 (4.0) (5%)
Total stockholders'
equity 926.0 796.1 129.9 16%
SELECTED CASH FLOW ITEMS
--------------------------------------------
THREE MONTHS ENDED
--------------------------------------------
8/31/05 8/31/04 Favorable/(Unfavorable)
Restated(1)
-------------------- -----------------------
Net cash provided (used)
by operating activities ($138.8) ($76.5) ($62.3) (81%)
Additions to property,
plant and equipment 15.4 9.7 (5.7) (59%)
Pre-publication and
production costs 16.9 14.9 (2.0) (13%)
Royalty advances 7.2 7.1 (0.1) (1%)
-------------------- -----------------------
Free cash flow (use) (2) ($178.3) ($108.2) ($70.1) (65%)
==================== =======================
(1) In the fourth quarter of fiscal 2005, the Company revised its
accounting for certain leasing transactions and restated its
previously issued annual and interim consolidated financial
statements.
(2) Free cash flow is defined by the Company as net cash provided by
operating activities, less spending on property, plant and
equipment; pre-publication and production costs; and royalty
advances. The Company believes this measure, which is a non-GAAP
financial measure, is useful to investors as an indicator of cash
flow available for debt repayment and other investing activities,
such as acquisitions. The Company utilizes free cash flow as a
further indicator of operating performance and for planning
investing activities.
CONTACT: Scholastic Corporation
Investors: David Nelson, 212-343-6828
Media: Kyle Good, 212-343-4563