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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 22, 2007
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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 (I.R.S. Employer
of Incorporation) File Number) 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))
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Item 2.02 Results of Operations and Financial Condition
On March 22, 2007, Scholastic Corporation issued the press release attached
hereto as Exhibit 99.1 announcing its results of operations for its quarter
ended February 28, 2007.
The information in this Current Report on Form 8-K, including Exhibits, is being
furnished to the Securities and Exchange Commission (the "SEC") and shall not be
deemed to be incorporated by reference into any of Scholastic's filings with the
SEC under the Securities Act of 1933.
Item 9.01 Financial Statements and Exhibits
(a) Not applicable
(b) Not applicable
(c) The following exhibit is filed as part of this report:
Press release of Scholastic Corporation, dated March 22, 2007, is filed
as Exhibit 99.1.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: March 22, 2007 SCHOLASTIC CORPORATION
(Registrant)
/s/ Maureen O' Connell
--------------------------------
Name: Maureen O'Connell
Title: Executive Vice President, Chief
Administrative Officer and Chief
Financial Officer
EXHIBIT INDEX
Number Exhibit
- ------ -------
99.1 Press release of Scholastic Corporation, dated March 22, 2007.
Exhibit 99.1
Scholastic Announces Fiscal 2007 Third Quarter Results
NEW YORK--(BUSINESS WIRE)--March 22, 2007--Scholastic Corporation
(NASDAQ: SCHL) today announced its fiscal 2007 third quarter results.
For the quarter ended February 28, 2007, the Company reported
revenue of $497.0 million, up 2% from $487.7 million a year ago, and a
seasonal net loss of $7.7 million, compared to a loss of $15.5 million
in the prior year period. Net loss per share was $0.18 versus a loss
of $0.37 a year ago. Results for the fiscal 2007 third quarter
included a $3.0 million or $0.04 per diluted share gain on the sale of
an investment. The fiscal third quarter is typically Scholastic's
second smallest revenue quarter.
"Results in the third quarter were generally positive. Strong
sales in the core clubs and improved efficiencies sustained an
impressive profit turnaround in School Book Clubs and drove higher
margins in the Children's Book Publishing and Distribution segment.
Robust technology sales also improved results and margins in
Educational Publishing. In addition, the Company's cost reduction
efforts remained on plan," commented Richard Robinson, Chairman, CEO
and President. "While customer acquisition through the Internet
remained strong in Continuities, higher bad debt and promotion
amortization hurt the quarter's results and have caused us to reduce
our outlook for the fourth quarter and full year.
"After joining Scholastic in mid-January as Chief Administrative
Officer and Chief Financial Officer, Maureen O'Connell has quickly
shown a grasp of Scholastic's business. As the leader of the finance,
administrative and operations functions, she is strengthening all of
Scholastic's divisions so we may achieve our margin improvement, cash
flow and cost management goals. In addition, she is launching an
in-depth analysis and action plan to make Continuities profitable. I
am confident that Maureen will significantly enhance the Company's
overall financial performance."
Outlook
Based on lower than expected results in Continuities in the third
quarter, and the revised outlook for this business in the fourth
quarter, the Company now expects full year earnings in the range of
$1.40 to $1.60 per diluted share on revenues of $2.1 to $2.2 billion.
Free cash flow for the fiscal year is now expected to be between $50
and $70 million.
Third Quarter Results
Children's Book Publishing and Distribution. Segment revenues in
the third quarter of fiscal 2007 were $280.1 million, up 3% from
$270.9 million in the prior year period. School Book Fair revenue rose
4%, primarily reflecting higher revenue per fair. Continuities
revenues rose 23%, primarily from the continued acquisition of new
customers through the Internet. These factors were offset by a 5%
decline in School Book Club revenue, as expected following the
elimination of non-core clubs at the beginning of this fiscal year.
Trade revenue was almost level, with strong sales of the Harry Potter
back-list and of new titles like the New York Times bestseller The
Invention of Hugo Cabret. Segment operating profit was $4.4 million,
compared to a loss of $3.2 million in the prior year. Lower promotion
costs and improved fulfillment efficiencies in School Book Clubs were
key drivers of improved results, though the higher bad debt expense
and promotion amortization in Continuities partially offset this
benefit.
Educational Publishing. Segment revenue increased slightly to
$74.6 million from $73.5 million in the prior year period, and
operating results improved to a loss of $3.0 million from a loss of
$3.5 million in the year-ago period. This improvement primarily
reflects a 27% increase in educational technology sales, driven in
particular by strength in READ 180(R) and Scholastic Reading
Inventory, partially offset by lower results in Library Publishing,
which was impacted by continued soft school spending on supplemental
material.
International. Revenue in the segment rose 5% (or 1% in local
currencies) to $101.5 million from $96.9 million in the prior year
period and operating profit improved to $3.5 million from $2.3 million
a year ago, primarily as a result of higher export profits.
Media, Licensing and Advertising. Revenue in the segment declined
12% to $40.8 million from $46.4 million in the prior year period, due
primarily to lower software and multimedia sales. Operating profit in
the quarter was $3.0 million, compared to $6.3 million in the prior
period.
Other Financial Results. Corporate Overhead declined 20% to $15.7
million from $19.7 million in the prior year period. Company-wide
actions under the previously announced cost-savings plan positively
impacted corporate overhead as well as results in the operating
segments. This was partially offset by stock-based compensation
expense of $0.02 per diluted share in the quarter, primarily resulting
from the Company's adoption of SFAS No. 123R effective June 1, 2006,
and by severance expense in the quarter of $0.05 per diluted share
compared to $0.03 per diluted share in the prior year period. Free
cash flow (as defined) was $19.1 million, compared to free cash use of
$12.1 million in the prior year period, as a result of a lower net
loss and a favorable change in inventory levels.
Fiscal Year-to-Date Results
Net income for the first nine months of fiscal 2007 was $20.5
million or $0.48 per diluted share, compared to $30.2 million or $0.71
per diluted share in the first nine months of fiscal 2006. Revenue in
the period was $1,567.4 million compared to $1,682.8 million in the
year ago period. The year over year changes in revenue and
profitability primarily reflects higher Harry Potter revenue in the
prior year, partially offset by lower promotion and fulfillment costs
in Clubs and higher educational technology sales in the current year
period.
Free cash use for the first nine months of this year was $33.6
million, compared to free cash flow of $95.8 million in the prior
year, primarily reflecting the timing of Harry Potter-related receipts
and payments in fiscal 2006.
Conference Call
The Company will hold a conference call to discuss its results at
8:00 a.m. ET today, March 22, 2007. Scholastic's Chairman, President
and CEO, Richard Robinson, and Executive Vice President, CAO and CFO,
Maureen O'Connell, will moderate the call.
The conference call and accompanying slides will be webcast and
accessible through the Investor Relations section of Scholastic's
Web site, scholastic.com. Following the call, slides from the
conference call will also be posted in the Investor Relations section
of scholastic.com.
About Scholastic
Scholastic Corporation (NASDAQ: SCHL) is the world's largest
publisher and distributor of children's books and a leader in
educational technology. Scholastic creates quality educational and
entertaining materials and products for use in school and at home,
including children's books, magazines, technology-based products,
teacher materials, television programming, film, videos and toys. The
Company distributes its products and services through a variety of
channels, including proprietary school-based book clubs, school-based
book fairs, and school-based and direct-to-home continuity programs;
retail stores, schools, libraries and television networks; and the
Company's Internet site, scholastic.com.
Forward-Looking Statements
This news release contains certain forward-looking statements.
Such forward-looking statements are subject to various risks and
uncertainties, including the conditions of the children's book and
educational materials markets and acceptance of the Company's products
within those markets, and other risks and factors identified from time
to time in the Company's filings with the Securities and Exchange
Commission. Actual results could differ materially from those
currently anticipated.
SCHOLASTIC CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
(Amounts in millions except per share data)
------------------- -------------------
THREE MONTHS ENDED NINE MONTHS ENDED
------------------- -------------------
02/28/07 02/28/06 02/28/07 02/28/06
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Revenues $497.0 $487.7 $1,567.4 $1,682.8
Operating costs and expenses:
Cost of goods sold 242.5 244.6 737.4 839.6
Selling, general and
administrative expenses 226.2 228.5 673.3 678.4
Bad debt expense 20.5 15.7 55.7 43.4
Depreciation and
amortization 15.6 16.7 48.5 49.1
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Total operating costs and
expenses 504.8 505.5 1,514.9 1,610.5
Operating income (loss) (7.8) (17.8) 52.5 72.3
Other income (1) 3.0 - 3.0 0.0
Interest expense, net 7.3 6.8 23.0 24.4
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Earnings (loss) before income
taxes (12.1) (24.6) 32.5 47.9
Tax provision (benefit) (4.4) (9.1) 12.0 17.7
------------------- -------------------
Net income (loss) ($7.7) ($15.5) $20.5 $30.2
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Weighted average shares
outstanding:
Basic 42.6 41.8 42.3 41.4
Diluted 42.6 41.8 42.8 42.2
Net income (loss) per share:
Basic ($0.18) ($0.37) $0.49 $0.73
Diluted ($0.18) ($0.37) $0.48 $0.71
------------------- -------------------
* Percent change not meaningful.
(1) In the three and nine months ended February 28, 2007, the Company
recorded a pre-tax gain on sale of an investment of $3.0, or
$0.04 per diluted share.
SCHOLASTIC CORPORATION
RESULTS OF OPERATIONS - SEGMENTS
(UNAUDITED)
(Amounts in millions)
THREE MONTHS ENDED
-----------------------------------
02/28/07 02/28/06 Change
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Children's Book Publishing &
Distribution
Revenue
Book Clubs $101.0 $105.9 ($4.9) (5%)
Continuities 62.4 50.7 11.7 23%
Trade 43.5 43.7 (0.2) (0%)
Book Fairs 73.2 70.6 2.6 4%
----------------------------
Total revenue 280.1 270.9 9.2 3%
Operating income (loss) 4.4 (3.2) 7.6 *
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Operating margin 1.6% *
Educational Publishing
Revenue 74.6 73.5 1.1 1%
Operating income (loss) (3.0) (3.5) 0.5 14%
--------------------
Operating margin * *
International
Revenue 101.5 96.9 4.6 5%
Operating income 3.5 2.3 1.2 52%
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Operating margin 3.4% 2.4%
Media, Licensing and Advertising
Revenue 40.8 46.4 (5.6) (12%)
Operating income 3.0 6.3 (3.3) (52%)
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Operating margin 7.4% 13.6%
Overhead expense 15.7 19.7 4.0 20%
-------------------- ------
Operating income (loss) ($7.8) ($17.8) $10.0 56%
==================== ======
NINE MONTHS ENDED
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02/28/07 02/28/06 Change
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Children's Book Publishing &
Distribution
Revenue
Book Clubs $277.5 $286.9 ($9.4) (3%)
Continuities 162.0 134.1 27.9 21%
Trade 141.1 311.2 (170.1) (55%)
Book Fairs 254.8 238.2 16.6 7%
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Total revenue 835.4 970.4 (135.0) (14%)
Operating income (loss) 36.7 65.7 (29.0) (44%)
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Operating margin 4.4% 6.8%
Educational Publishing
Revenue 299.2 301.0 (1.8) (1%)
Operating income (loss) 46.8 45.6 1.2 3%
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Operating margin 15.6% 15.1%
International
Revenue 319.7 295.0 24.7 8%
Operating income 17.8 9.6 8.2 85%
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Operating margin 5.6% 3.3%
Media, Licensing and Advertising
Revenue 113.1 116.4 (3.3) (3%)
Operating income 6.1 8.3 (2.2) (27%)
--------------------
Operating margin 5.4% 7.1%
Overhead expense 54.9 56.9 2.0 4%
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Operating income (loss) $52.5 $72.3 ($19.8) (27%)
==================== =======
*Percent change not meaningful.
SCHOLASTIC CORPORATION
SUPPLEMENTAL INFORMATION
(UNAUDITED)
(Amounts in millions)
SELECTED BALANCE SHEET ITEMS
02/28/07 02/28/06
-------------------
Cash and cash equivalents $29.4 $219.5
Accounts receivable, net 278.1 241.9
Inventories 489.5 480.7
Accounts payable 121.2 150.1
Accrued royalties 57.3 129.3
Lines of credit, short-term
debt and current portion of
long-term debt 34.7 326.8
Long-term debt, excluding
current portion 311.4 173.2
Total debt 346.1 500.0
Capital lease obligations 66.0 72.3
Total stockholders' equity 1,089.2 995.1
Net debt (1) 316.7 280.5
SELECTED CASH FLOW ITEMS
THREE MONTHS ENDED NINE MONTHS ENDED
------------------- -------------------
02/28/07 02/28/06 02/28/07 02/28/06
------------------- -------------------
Net cash provided by
operating activities $51.0 $25.0 $55.4 $210.9
Additions to property, plant
and equipment 8.4 15.9 27.7 46.6
Pre-publication and
production costs 12.1 13.9 35.0 46.4
Royalty advances 11.4 7.3 26.3 22.1
------------------- -------------------
Free cash flow (use) (2) $19.1 ($12.1) ($33.6) $95.8
=================== ===================
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(1) Net debt is defined by the Company as lines of credit and short-
term debt plus long-term-debt, net of cash and cash equivalents.
The Company utilizes this non-GAAP financial measure, and
believes it is useful to investors, as an indicator of the
Company's effective leverage and financing needs.
(2) Free cash flow (use) is defined by the Company as net cash
provided by operating activities, less spending on property,
plant and equipment; pre-publication and production costs; and
royalty advances. The Company believes that this measure, which
is a non-GAAP financial measure, is useful to investors as an
indicator of cash flow available for debt repayment and other
investing activities, such as acquisitions. The Company utilizes
free cash flow (use) as a further indicator of operating
performance and for planning investing activities.
CONTACT: Scholastic Corporation
Media:
Kyle Good, 212-343-4563
or
Investors:
Jeffrey Mathews, 212-343-6741