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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): December 19, 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 December 19, 2006, Scholastic Corporation issued the press release attached
hereto as Exhibit 99.1 announcing its results of operations for its quarter
ended November 30, 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 December 19, 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: December 19, 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 December 19, 2006
Exhibit 99.1
Scholastic Reports Second Quarter Results for Fiscal 2007
Positive Results Driven by Growth, Improved Margins in Children's
Book Business
NEW YORK--(BUSINESS WIRE)--Dec. 19, 2006--Scholastic Corporation
(NASDAQ: SCHL) today reported results for the fiscal 2007 second
quarter ended November 30, 2006.
Revenue in the second quarter was $735.5 million, up 6% from
$696.7 million in the prior year period. Net income was $75.1 million,
up 12% from $66.9 million, and earnings per diluted share were $1.75
versus $1.58 a year ago.
"Scholastic had a positive second quarter, led by revenue growth
and improved margins in the children's book business. School Book Club
profits rose significantly as a result of strong sales in core clubs
and reduced promotion spending, while higher revenue per fair drove
solid results in our Fairs business," commented Richard Robinson,
Chief Executive Officer, President and Chairman. "Technology sales
continued to grow in the Educational Publishing segment, offset by
modestly lower print revenue amid a soft market for supplemental
materials. Revenue and profit were also up significantly in the
International segment. We are pleased with our execution year-to-date
and are on plan to meet our fiscal 2007 goals, including our cost
savings targets."
Scholastic continues to expect fiscal 2007 revenue of $2.1 to $2.2
billion, earnings per diluted share of $1.55 to $1.85 and free cash
flow of $75 to $85 million.
Second Quarter Results
Children's Book Publishing and Distribution. Segment revenue in
the second quarter rose 4% to $442.7 million from $424.2 million in
the prior year period. School Book Club revenue exceeded expectations,
declining 1%. Significantly higher sales and orders in core clubs
nearly offset the revenue loss associated with the previously
announced elimination of the Troll(R) and Trumpet(R) clubs, which
represented 15% of revenues in the prior year period. School Book Fair
revenue rose 8% from higher revenue per fair and increased fair count.
Continuities revenue grew 21% from continued investment in customer
acquisition, especially through on-line channels. Trade revenue
declined 4%, reflecting higher Harry Potter sales in the prior year
period, partially offset by strong sales of other titles in the second
quarter, including Mommy? and Owen & Mzee, as well as Paper Airplanes
from Klutz. Overall segment operating income rose to $99.6 million
from $88.6 million a year ago and margins increased, reflecting
improved promotion and fulfillment efficiencies in School Book Clubs
and higher sales in Fairs.
Educational Publishing. Segment revenue in the second quarter was
$97.2 million compared to $99.2 million in the prior year period.
Educational technology revenues rose 7% driven by strong sales of READ
180(R), as well as FASTT Math(R) and Scholastic Reading Inventory(TM).
This was more than offset by lower revenue in Paperbacks, Library
Publishing and classroom magazines, reflecting lower school spending
on supplemental curriculum materials, as well as a large sale in the
prior year period. Operating income for the segment was $17.1 million
compared to $21.6 million in the prior year period, primarily
reflecting lower results in Paperbacks.
International. Segment revenue in the second quarter rose 14% (9%
in local currencies) to $139.0 million from $121.4 million in the
prior year period, and operating income for the segment was $19.8
million in the quarter, up from $12.8 million, reflecting higher
revenue and profit in Canada, Australia and Southeast Asia.
Media, Licensing and Advertising. Segment revenue increased to
$56.6 million in the second quarter, compared to $51.9 million in the
prior year period, reflecting higher advertising and software sales,
partially offset by lower production revenue from fewer planned
deliveries of television episodes in the quarter. Operating income for
the segment improved to $9.2 million from $7.7 million in the year ago
period.
Other Financial Results. Severance expense in the quarter was
$0.05 versus $0.06 per diluted share in the prior year period.
Stock-based compensation expense, as a result of the Company's
adoption of SFAS No. 123R effective June 1, 2006, was $0.01 per
diluted share in the quarter. Compared to the prior year period, free
cash flow (as defined) in the quarter decreased to $108.2 million from
$286.2 million and net debt (as defined) increased to $343.5 million
from $265.6 million, primarily reflecting the timing of Harry
Potter-related receipts and payments in fiscal 2006.
First Half Results
Net income for the first half of fiscal 2007 was $28.2 million or
$0.66 per diluted share, compared to $45.7 million or $1.08 per
diluted share in the first half of fiscal 2006. Revenues were $1,070.4
million versus $1,195.1 million in the prior year period. The year
over year difference in revenue and profitability primarily reflects
higher Harry Potter revenues in the prior year, partially offset by
lower costs in Clubs in the current year period.
Conference Call
The conference call and accompanying slides will be webcast and
accessible through the Investor Relations section of Scholastic's
website, scholastic.com. From approximately 10:00 am ET following the
call, slides and an audio replay will be available 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)
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THREE MONTHS ENDED SIX MONTHS ENDED
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11/30/06 11/30/05 11/30/06 11/30/05
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Revenues $ 735.5 $ 696.7 $ 1,070.4 $ 1,195.1
Operating costs and expenses:
Cost of goods sold 323.1 302.0 494.9 595.0
Selling, general and
administrative expenses 250.5 247.5 447.1 449.9
Bad debt expense 19.5 15.1 35.2 27.7
Depreciation and
amortization 16.0 16.8 32.9 32.4
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Total operating costs and
expenses 609.1 581.4 1,010.1 1,105.0
Operating income 126.4 115.3 60.3 90.1
Interest expense, net 8.3 9.1 15.7 17.6
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Earnings before income taxes 118.1 106.2 44.6 72.5
Tax provision 43.0 39.3 16.4 26.8
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Net income $ 75.1 $ 66.9 $ 28.2 $ 45.7
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Weighted average shares
outstanding:
Basic 42.3 41.6 42.2 41.3
Diluted 42.8 42.4 42.6 42.2
Net income per share:
Basic $ 1.77 $ 1.61 $ 0.67 $ 1.11
Diluted $ 1.75 $ 1.58 $ 0.66 $ 1.08
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SCHOLASTIC CORPORATION
RESULTS OF OPERATIONS - SEGMENTS
(UNAUDITED)
(Amounts in millions)
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THREE MONTHS ENDED
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11/30/06 11/30/05 Change
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Children's Book Publishing &
Distribution
Revenue $ 442.7 $ 424.2 $ 18.5 4%
Operating income 99.6 88.6 11.0 12%
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Operating margin 22.5% 20.9%
Educational Publishing
Revenue 97.2 99.2 (2.0) (2%)
Operating income 17.1 21.6 (4.5) (21%)
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Operating margin 17.6% 21.8%
International
Revenue 139.0 121.4 17.6 14%
Operating income 19.8 12.8 7.0 55%
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Operating margin 14.2% 10.5%
Media, Licensing and Advertising
Revenue 56.6 51.9 4.7 9%
Operating income 9.2 7.7 1.5 19%
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Operating margin 16.3% 14.8%
Overhead expense 19.3 15.4 (3.9) (25%)
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Operating income $ 126.4 $ 115.3 $ 11.1 10%
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SIX MONTHS ENDED
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11/30/06 11/30/05 Change
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Children's Book Publishing &
Distribution
Revenue $ 555.3 $ 699.5 ($144.2) (21%)
Operating income 32.3 68.9 (36.6) (53%)
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Operating margin 5.8% 9.8%
Educational Publishing
Revenue 224.6 227.5 (2.9) (1%)
Operating income 49.8 49.1 0.7 1%
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Operating margin 22.2% 21.6%
International
Revenue 218.2 198.1 20.1 10%
Operating income 14.3 7.3 7.0 96%
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Operating margin 6.6% 3.7%
Media, Licensing and Advertising
Revenue 72.3 70.0 2.3 3%
Operating income 3.1 2.0 1.1 55%
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Operating margin 4.3% 2.9%
Overhead expense 39.2 37.2 (2.0) (5%)
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Operating income $ 60.3 $ 90.1 ($29.8) (33%)
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SCHOLASTIC CORPORATION
SUPPLEMENTAL INFORMATION
(UNAUDITED)
(Amounts in millions)
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SELECTED BALANCE SHEET ITEMS 11/30/06 11/30/05
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Cash and cash equivalents $ 133.7 $ 249.3
Accounts receivable, net 339.0 308.3
Inventories 494.3 472.3
Accounts payable 145.6 164.4
Accrued royalties 42.9 114.0
Lines of credit, short-term
debt and current portion
of long-term debt 303.9 41.4
Long-term debt, excluding
current portion 173.3 473.5
Capital lease obligations 66.1 74.9
Total stockholders' equity 1,084.4 1,008.0
Net debt (1) 343.5 265.6
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SELECTED CASH FLOW ITEMS THREE MONTHS ENDED SIX MONTHS ENDED
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11/30/06 11/30/05 11/30/06 11/30/05
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Net cash provided by
operating activities $ 142.5 $ 324.7 $ 4.4 $ 185.9
Additions to property,
plant and equipment 13.1 15.3 19.3 30.7
Pre-publication and
production costs 12.4 15.6 22.9 32.5
Royalty advances 8.8 7.6 14.9 14.8
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Free cash flow (use) (2) $ 108.2 $ 286.2 ($52.7)$ 107.9
==================== ====================
(1) Net debt is defined by the Company as lines of credit and
short-term debt plus long-term-debt, net of cash and cash
equivalents. The Company utilizes this non-GAAP financial measure,
and believes it is useful to investors, as an indicator of the
Company's effective leverage and financing needs.
(2) Free cash flow (use) is defined by the Company as net cash
provided by operating activities, less spending on property,
plant and equipment; pre-publication and production costs; and
royalty advances. The Company believes that this measure, which
is a non-GAAP financial measure, is useful to investors as an
indicator of cash flow available for debt repayment and other
investing activities, such as acquisitions. The Company utilizes
free cash flow as a further indicator of operating performance
and for planning investing activities.
CONTACT: Scholastic Corporation
Media:
Kyle Good, 212-343-4563
or
Investors:
Jeffrey Mathews, 212-343-6741