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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): March 23, 2006
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SCHOLASTIC CORPORATION
(Exact Name of Registrant as Specified in Charter)
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DELAWARE 000-19860 13-3385513
(State or Other Jurisdiction (Commission 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 March 23, 2006, Scholastic Corporation issued the press release attached
hereto as Exhibit 99.1 announcing its results of operations for its quarter
ended February 28, 2006.
The information in this Current Report on Form 8-K, including Exhibits, is being
furnished to the Securities and Exchange Commission (the "SEC") and shall not be
deemed to be incorporated by reference into any of Scholastic's filings with the
SEC under the Securities Act of 1933.
Item 9.01 Financial Statements and Exhibits
(a) Not applicable
(b) Not applicable
(c) The following exhibit is filed as part of this report:
Press release of Scholastic Corporation, dated March 23, 2006, is filed as
Exhibit 99.1.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: March 23, 2006 SCHOLASTIC CORPORATION
(Registrant)
/s/ Mary A. Winston
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Name: Mary A. Winston
Title: Executive Vice President and
Chief Financial Officer
EXHIBIT INDEX
Number Exhibit
- ------ -------
99.1 Press release of Scholastic Corporation, dated March 23, 2006
Exhibit 99.1
Scholastic Announces Fiscal 2006 Third Quarter Results
NEW YORK--(BUSINESS WIRE)--March 23, 2006--Scholastic Corporation
(NASDAQ: SCHL) today announced its fiscal 2006 third quarter results.
For the quarter ended February 28, 2006, the Company reported
revenues of $487.7 million, up 1% from $480.8 million, and a seasonal
net loss of $15.5 million, compared to $0.8 million in the prior year
period. Net loss per diluted share was $0.37 versus $0.02 a year ago.
The fiscal third quarter is typically Scholastic's second smallest
revenue quarter.
"Our third quarter was disappointing, and based on our review of
these results and their impact on the fourth quarter, we are reducing
our outlook for the fiscal year," commented Richard Robinson,
Chairman, CEO and President of Scholastic. "Promotion expenses in
School Book Clubs continued to be higher due to the volume of direct
mailings required as more customers than anticipated migrated to the
core clubs in response to promotions. In School Book Fairs, staffing
expenses increased during the quarter, in anticipation of fourth
quarter fair bookings. Lastly, results in Educational Publishing were
affected by lower educational technology revenues, reflecting greater
seasonality in that business and a large district sale in the
prior-year period."
Mr. Robinson continued, "Next year, based on customer reaction to
thorough market tests conducted in School Book Clubs, we will focus
exclusively on Scholastic branded clubs and discontinue Troll(R) and
Trumpet(R), two smaller, less efficient clubs. We believe this focus
on core clubs will substantially reduce overhead, promotion and
fulfillment expense and increase profits. We also remain confident
about growth opportunities for Scholastic Education, and for
educational technology, where sales are up 18% this year and we have a
strong pipeline of future sales prospects."
Scholastic has accelerated its company-wide plans to reduce
overhead, and it has already identified more than $40 million in
annualized savings from streamlining centralized functions and
pursuing outsourcing opportunities, which it expects to realize fully
over the next two years, with a significant amount achieved in fiscal
2007. Additionally, the Company has outsourced all remaining outbound
telemarketing in Continuities, closing a call center and eliminating
75 staff positions.
Outlook
Given lower third quarter results and a revised outlook for the
fourth quarter, Scholastic now expects full year earnings between
$1.70 and $1.80 per diluted share, including approximately $0.15 per
diluted share of expected severance expense, on revenues of
approximately $2.3 billion. Free cash flow for the fiscal year is now
expected to be between $70 and $80 million.
Third Quarter Results
Children's Book Publishing and Distribution. Segment revenues in
the third quarter of fiscal 2006 were $270.9 million, down slightly
from $272.3 million in the prior year period. Trade revenue rose 6%,
from sales of best-selling and award-winning front-list titles, as
well as continuing strong sales of back-list titles. Continuities
revenue increased 3%, with growth in revenues from new sales channels
and products offsetting declines in the traditional business. In
School Book Fair, revenues declined 2% in a small quarter from lower
fair count, partially offset by higher revenue per fair. School Book
Club revenue was down 4% on lower revenues in the non-core clubs.
Segment operating results declined to a loss of $3.2 million from a
profit of $14.7 million a year ago, primarily due to higher expenses
in School Book Clubs and in Fairs.
Educational Publishing. Segment revenue declined 7% to $73.5
million compared to $79.3 million in the prior year period, primarily
from lower education technology sales, reflecting greater seasonality
and a strong prior year period in that business, as well as soft
library sales. Segment operating results declined to a loss of $3.5
million from a profit of $4.9 million a year ago, reflecting lower
technology sales and increased investment in sales and support staff
to support a larger customer base for READ 180(R).
International. Revenue in the segment rose 5% to $96.9 million
from $92.0 million in the prior year period, primarily reflecting
growth in Canada and Australia, partially offset by lower revenues in
the United Kingdom. Operating profit in the segment declined slightly
to $2.3 million from $3.0 million a year ago, due in part to lower
results in the United Kingdom, where the Company is investing in a
turn-around plan, partially offset by foreign exchange benefits.
Media, Licensing and Advertising. Revenue in the segment was up
25% to $46.4 million from $37.2 million in the prior year period, due
to growth in all business lines, including software and multimedia
sales, Back to Basics Toys(R) and consumer magazines. Operating profit
in the quarter rose to $6.3 million from $4.4 million in the prior
period.
Other Financial Results. Free cash use was $12.7 million, compared
to free cash flow of $39.8 million in the prior year period, as a
result of higher tax payments, higher net loss in the quarter and
earlier product purchasing in School Book Fairs.
Fiscal Year-to-Date Results
Net income for the first nine months of fiscal 2006 was $30.2
million or $0.73 per diluted share, up from $21.2 million or $0.52 per
diluted share in the first nine months of fiscal 2005, which included
$3.6 million or $0.06 per diluted share in severance charges related
to a reorganization of the Continuities business. Revenues in the
period rose 13% to $1,682.8 million from $1,487.8 million in the year
ago period. The year over year improvement in revenue and
profitability primarily reflects higher Harry Potter revenues,
partially offset by profitability declines in Clubs, International,
and Continuities.
Free cash flow for the first nine months of this year was $95.2
million, compared to $2.3 million in the prior year, reflecting an
increase in accrued royalties and higher net income in the period,
partially offset by higher tax payments.
Conference Call
The Company will hold a conference call to discuss its results at
8:00 am ET today, March 23, 2006. Scholastic's Chairman, President and
CEO, Richard Robinson, and Executive Vice President and CFO, Mary
Winston, will moderate the call.
The conference call and accompanying slides will be webcast and
accessible through the Investor Relations section of Scholastic's
website, scholastic.com. Participation by telephone will be available
by dialing 888-338-6461 from within the U.S. or +1-973-935-8510
internationally.
Following the call, an audio replay of the call will be available
from approximately 10:00 am ET, March 23, 2006 through March 30, 2006
by dialing 877-519-4471 from within the U.S. or +1-973-341-3080
internationally, and entering participant code 7087347. Slides from
the conference call will also be posted in the Investor Relations
section of scholastic.com.
About Scholastic
Scholastic Corporation (NASDAQ: SCHL) is the world's largest
publisher and distributor of children's books and a leader in
educational technology. Scholastic creates quality educational and
entertaining materials and products for use in school and at home,
including children's books, magazines, technology-based products,
teacher materials, television programming, film, videos and toys. The
Company distributes its products and services through a variety of
channels, including proprietary school-based book clubs, school-based
book fairs, and school-based and direct-to-home continuity programs;
retail stores, schools, libraries and television networks; and the
Company's Internet site, scholastic.com.
Forward-Looking Statements
This news release contains certain forward-looking statements.
Such forward-looking statements are subject to various risks and
uncertainties, including the conditions of the children's book and
educational materials markets and acceptance of the Company's products
within those markets, and other risks and factors identified from time
to time in the Company's filings with the Securities and Exchange
Commission. Actual results could differ materially from those
currently anticipated.
SCHOLASTIC CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
(Amounts in millions except per share data)
---------------------------------------------
THREE MONTHS ENDED
---------------------------------------------
02/28/06 02/28/05 Favorable/(Unfavorable)
-------------------- ------------------------
Restated(1)
Revenues $487.7 $480.8 $6.9 1%
Operating costs and
expenses:
Cost of goods sold 242.2 233.9 (8.3) (4%)
Selling, general and
administrative
expenses (2) 230.9 208.4 (22.5) (11%)
Bad debt expense 15.7 14.9 (0.8) (5%)
Depreciation and
amortization 16.7 15.7 (1.0) (6%)
-------------------- --------
Total operating costs and
expenses 505.5 472.9 (32.6) (7%)
Operating income (loss) (17.8) 7.9 (25.7) *
Interest expense, net 6.8 9.1 2.3 25%
-------------------- --------
Loss before income taxes (24.6) (1.2) (23.4) *
Income tax benefit (9.1) (0.4) 8.7 *
-------------------- --------
Net loss ($15.5) ($0.8) ($14.7) *
==================== ========
Weighted average shares
outstanding:
Basic 41.8 40.0 1.8 4%
Diluted 41.8 40.0 1.8 4%
Loss per share:
Basic ($0.37) ($0.02) ($0.35) *
Diluted ($0.37) ($0.02) ($0.35) *
----------------------------------------------
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NINE MONTHS ENDED
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02/28/06 02/28/05 Favorable/(Unfavorable)
--------------------- -------------------------
Restated(1)
Revenues $1,682.8 $1,487.8 $195.0 13%
Operating costs and
expenses:
Cost of goods sold 833.5 711.4 (122.1) (17%)
Selling, general and
administrative
expenses (2) 684.5 618.8 (65.7) (11%)
Bad debt expense 43.4 50.7 7.3 14%
Depreciation and
amortization 49.1 46.5 (2.6) (6%)
--------------------- -------------
Total operating costs and
expenses 1,610.5 1,427.4 (183.1) (13%)
Operating income 72.3 60.4 11.9 20%
Interest expense, net 24.4 27.4 3.0 11%
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Earnings before income
taxes 47.9 33.0 14.9 45%
Provision for income
taxes 17.7 11.8 (5.9) (50%)
--------------------- -------------
Net income $30.2 $21.2 $9.0 42%
===================== =============
Weighted average shares
outstanding:
Basic 40.8 39.8 1.0 3%
Diluted 41.5 40.5 1.0 2%
Earnings per share:
Basic $0.74 $0.53 $0.21 40%
Diluted $0.73 $0.52 $0.21 40%
-----------------------------------------------
(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 nine months ended February 28, 2005, the Company recorded
pre-tax charges of $3.6, or $0.06 per diluted share, primarily for
severance related to staff reductions implemented in the first
quarter of fiscal 2005 in connection with the Company's fiscal
2004 review of its Continuity business.
* Percent change not meaningful.
SCHOLASTIC CORPORATION
RESULTS OF OPERATIONS - SEGMENTS
(UNAUDITED)
(Amounts in millions)
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THREE MONTHS ENDED
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02/28/06 02/28/05 Favorable/(Unfavorable)
--------------------- -------------------------
Restated(1)
Children's Book Publishing &
Distribution
Revenue $270.9 $272.3 ($1.4) (1%)
Operating income
(loss) (2) (3) (3.2) 14.7 (17.9) *
-------------------
Operating margin (3) * 5.4%
Educational Publishing
Revenue 73.5 79.3 (5.8) (7%)
Operating income (loss) (3.5) 4.9 (8.4) *
-------------------
Operating margin * 6.2%
International
Revenue 96.9 92.0 4.9 5%
Operating income 2.3 3.0 (0.7) (23%)
-------------------
Operating margin 2.4% 3.3%
Media, Licensing and
Advertising
Revenue 46.4 37.2 9.2 25%
Operating income (3) 6.3 4.4 1.9 43%
--------------------
Operating margin (3) 13.6% 11.8%
Overhead expense 19.7 19.1 (0.6) (3%)
-------------------- -----------
Operating income (loss) ($17.8) $7.9 ($25.7) *
==================== ===========
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NINE MONTHS ENDED
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02/28/06 02/28/05 Favorable/(Unfavorable)
--------------------- -------------------------
Restated(1)
Children's Book Publishing &
Distribution
Revenue $970.4 $819.1 $151.3 18%
Operating income (2)(3) 65.7 41.6 24.1 58%
-------------------
Operating margin (3) 6.8% 5.1%
Educational Publishing
Revenue 301.0 292.0 9.0 3%
Operating income 45.6 48.7 (3.1) (6%)
-------------------
Operating margin 15.1% 16.7%
International
Revenue 295.0 280.0 15.0 5%
Operating income 9.6 19.2 (9.6) (50%)
-------------------
Operating margin 3.3% 6.9%
Media, Licensing and
Advertising
Revenue 116.4 96.7 19.7 20%
Operating income (3) 8.3 6.7 1.6 24%
-------------------
Operating margin (3) 7.1% 6.9%
Overhead expense 56.9 55.8 (1.1) (2%)
------------------- ---------
Operating income $72.3 $60.4 $11.9 20%
=================== =========
(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 nine months ended February 28, 2005 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
the first quarter of fiscal 2005 in connection with the Company's
fiscal 2004 review 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.
* not meaningful.
SCHOLASTIC CORPORATION
SUPPLEMENTAL INFORMATION
(UNAUDITED)
(Amounts in millions)
SELECTED BALANCE SHEET ITEMS
-----------------------------------------------
02/28/06 02/28/05 Favorable/(Unfavorable)
--------------------- -------------------------
Restated(1)
Cash and cash
equivalents $219.5 $22.1 $197.4 *
Accounts receivable, net 241.9 249.1 (7.2) (3%)
Inventories 480.7 468.0 12.7 3%
Lines of credit, short-term
debt and current portion
of long-term debt 326.8 21.3 (305.5) *
Long-term debt, excluding
current portion 173.2 489.0 315.8 65%
Net debt (2) 280.5 488.2 207.7 43%
Capital lease obligations 72.3 75.3 3.0 4%
Total stockholders'
equity 995.1 889.5 105.6 12%
------------------------------------------------
SELECTED CASH FLOW ITEMS
-----------------------------------------------
THREE MONTHS ENDED
-----------------------------------------------
02/28/06 02/28/05 Favorable/(Unfavorable)
--------------------- -------------------------
Restated(1)
Net cash provided by
operating activities $24.4 $80.4 ($56.0) (70%)
Additions to property,
plant and equipment 15.9 10.0 (5.9) (59%)
Pre-publication and
production costs 13.9 19.9 6.0 30%
Royalty advances 7.3 10.7 3.4 32%
--------------------- ------------
Free cash flow (use) (3) ($12.7) $39.8 ($52.5) *
====================== ============
NINE MONTHS ENDED
-----------------------------------------------
02/28/06 02/28/05 Favorable/(Unfavorable)
--------------------- -------------------------
Restated(1)
Net cash provided by
operating activities $210.3 $112.1 $98.2 88%
Additions to property,
plant and equipment 46.6 31.4 (15.2) (48%)
Pre-publication and
production costs 46.4 53.7 7.3 14%
Royalty advances 22.1 24.7 2.6 11%
--------------------- ------------
Free cash flow (3) $95.2 $2.3 $92.9 *
===================== ============
(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) Net debt is defined by the Company as lines of credit and short-
term debt plus long-term-debt, net of cash and cash equivalents.
The Company utilizes this non-GAAP financial measure, and believes
it is useful to investors, as an indicator of the Company's
effective leverage and financing needs.
(3) Free cash flow (use) is defined by the Company as net cash
provided by operating activities, less spending on property, plant
and equipment; pre-publication and production costs; and royalty
advances. The Company utilizes this non-GAAP financial measure and
believes it is useful to investors, as an indicator of cash flow
available for debt repayment and other investing activities, such
as acquisitions. The Company utilizes free cash flow as a further
indicator of operating performance and for planning investing
activities.
* Percent change not meaningful.
CONTACT: Scholastic Corporation
Media:
Kyle Good, 212-343-4563
or
Investors:
Jeffrey Mathews, 212-343-6741