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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Scholastic Corporation | NASDAQ:SCHL | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 35.62 | 33.00 | 37.50 | 0 | 12:00:08 |
For the quarterly period ended
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August 31, 2019
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Commission File No.
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000-19860
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Delaware
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13-3385513
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(State or other jurisdiction of
incorporation or organization)
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(IRS Employer Identification No.)
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557 Broadway,
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New York,
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New York
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10012
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(Address of principal executive offices)
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(Zip Code)
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Title of Class
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Trading Symbol
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Name of Each Exchange on Which Registered
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Common Stock, $0.01 par value
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SCHL
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The NASDAQ Stock Market LLC
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Large accelerated filer
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☒
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Accelerated filer
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☐
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Non-accelerated filer
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☐
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Smaller reporting company
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☐
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Emerging growth company
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☐
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Title of each class
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Number of shares outstanding as of August 31, 2019
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Common Stock, $.01 par value
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33,052,284
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Class A Stock, $.01 par value
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1,656,200
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Page
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Item 1. Financial Statements
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SCHOLASTIC CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - UNAUDITED
(Dollar amounts in millions, except per share data)
|
|
Three months ended
|
||||
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August 31,
|
||||
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2019
|
|
2018
|
||
Revenues
|
$232.6
|
|
$218.4
|
||
Operating costs and expenses:
|
|
|
|
||
Cost of goods sold
|
137.1
|
|
125.3
|
||
Selling, general and administrative expenses
|
167.5
|
|
163.7
|
||
Depreciation and amortization
|
15.4
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|
13.2
|
||
Total operating costs and expenses
|
320.0
|
|
302.2
|
||
Operating income (loss)
|
(87.4)
|
|
(83.8)
|
||
Interest income (expense), net
|
0.7
|
|
0.8
|
||
Other components of net periodic benefit (cost)
|
(0.4)
|
|
(0.4)
|
||
Earnings (loss) before income taxes
|
(87.1)
|
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(83.4)
|
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Provision (benefit) for income taxes
|
(28.6)
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|
(22.1)
|
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Net income (loss)
|
(58.5)
|
|
(61.3)
|
||
Less: Net income (loss) attributable to noncontrolling interests
|
(0.0
|
)
|
|
—
|
|
Net income (loss) attributable to Scholastic Corporation
|
$(58.5)
|
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$(61.3)
|
||
Basic and diluted earnings (loss) per Share of Class A
and Common Stock
|
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|
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|
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Basic
|
$(1.68)
|
|
$(1.75)
|
||
Diluted
|
$(1.68)
|
|
$(1.75)
|
SCHOLASTIC CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - UNAUDITED
(Dollar amounts in millions)
|
|
Three months ended
|
||||
|
August 31,
|
||||
|
2019
|
|
2018
|
||
Net income (loss)
|
$(58.5)
|
|
$(61.3)
|
||
Other comprehensive income (loss), net:
|
|
|
|
|
|
Foreign currency translation adjustments
|
(2.0
|
)
|
|
(3.1
|
)
|
Pension and postretirement adjustments (net of tax)
|
0.2
|
|
|
0.2
|
|
Total other comprehensive income (loss), net
|
$(1.8)
|
|
$(2.9)
|
||
Comprehensive income (loss)
|
$(60.3)
|
|
$(64.2)
|
||
Less: Net income (loss) attributable to noncontrolling interest
|
(0.0
|
)
|
|
—
|
|
Comprehensive income (loss) attributable to Scholastic Corporation
|
$(60.3)
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$(64.2)
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SCHOLASTIC CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS - UNAUDITED (Dollar amounts in millions, except per share data) |
|
August 31, 2019 (unaudited)
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May 31, 2019 (audited)
|
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August 31, 2018 (unaudited)
|
|||
ASSETS
|
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Current Assets:
|
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|
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|
|
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Cash and cash equivalents
|
$199.4
|
|
$334.1
|
|
$269.8
|
|||
Accounts receivable, net
|
226.1
|
|
|
250.1
|
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|
223.7
|
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Inventories, net
|
403.6
|
|
|
323.7
|
|
|
402.3
|
|
Prepaid expenses and other current assets
|
109.7
|
|
|
52.7
|
|
|
107.6
|
|
Total current assets
|
938.8
|
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960.6
|
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1,003.4
|
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Noncurrent Assets:
|
|
|
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|
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Property, plant and equipment, net
|
579.9
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577.7
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563.5
|
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Prepublication costs, net
|
71.1
|
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70.2
|
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|
58.5
|
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Operating lease right-of-use assets, net
|
81.7
|
|
|
—
|
|
|
—
|
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Royalty advances, net
|
50.0
|
|
|
47.5
|
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47.1
|
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Goodwill
|
125.0
|
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125.2
|
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119.1
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Noncurrent deferred income taxes
|
36.8
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37.0
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40.9
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Other assets and deferred charges
|
61.3
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60.3
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67.1
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Total noncurrent assets
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1,005.8
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|
917.9
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896.2
|
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Total assets
|
$1,944.6
|
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$1,878.5
|
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$1,899.6
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LIABILITIES AND STOCKHOLDERS’ EQUITY
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Current Liabilities:
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Lines of credit and current portion of long-term debt
|
$13.0
|
|
$7.3
|
|
$15.7
|
|||
Accounts payable
|
226.4
|
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195.3
|
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242.3
|
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Accrued royalties
|
63.3
|
|
|
41.9
|
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56.4
|
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Deferred revenue
|
142.3
|
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130.8
|
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130.4
|
|
Other accrued expenses
|
155.6
|
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164.8
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185.9
|
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Accrued income taxes
|
0.7
|
|
|
1.4
|
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0.7
|
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Operating lease liabilities
|
24.1
|
|
|
—
|
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—
|
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Total current liabilities
|
625.4
|
|
|
541.5
|
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631.4
|
|
Noncurrent Liabilities:
|
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Long-term debt
|
—
|
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—
|
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—
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Operating lease liabilities
|
61.1
|
|
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—
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—
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Other noncurrent liabilities
|
61.4
|
|
|
64.2
|
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|
58.8
|
|
Total noncurrent liabilities
|
122.5
|
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64.2
|
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|
58.8
|
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Commitments and Contingencies (see Note 5)
|
—
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—
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—
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Stockholders’ Equity:
|
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Preferred Stock, $1.00 par value: Authorized, 2.0 shares; Issued and Outstanding, none
|
—
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—
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—
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Class A Stock, $0.01 par value: Authorized, 4.0 shares; Issued and Outstanding, 1.7 shares
|
0.0
|
|
|
0.0
|
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|
0.0
|
|
Common Stock, $0.01 par value: Authorized, 70.0 shares; Issued, 42.9 shares; Outstanding, 33.1, 33.4 and 33.4 shares, respectively
|
0.4
|
|
|
0.4
|
|
|
0.4
|
|
Additional paid-in capital
|
622.2
|
|
|
620.8
|
|
|
615.5
|
|
Accumulated other comprehensive income (loss)
|
(61.5
|
)
|
|
(59.7
|
)
|
|
(58.6
|
)
|
Retained earnings
|
948.9
|
|
|
1,012.6
|
|
|
952.1
|
|
Treasury stock, at cost: 9.8, 9.5 and 9.5 shares, respectively
|
(314.6
|
)
|
|
(302.6
|
)
|
|
(300.0
|
)
|
Total stockholders’ equity of Scholastic Corporation
|
1,195.4
|
|
|
1,271.5
|
|
|
1,209.4
|
|
Noncontrolling interest
|
1.3
|
|
|
1.3
|
|
|
—
|
|
Total stockholders’ equity
|
1,196.7
|
|
|
1,272.8
|
|
|
1,209.4
|
|
Total liabilities and stockholders’ equity
|
$1,944.6
|
|
$1,878.5
|
|
$1,899.6
|
SCHOLASTIC CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - UNAUDITED (Dollar amounts in millions, except per share data) |
|
Class A Stock
|
Common Stock
|
Additional Paid-in Capital
|
Accumulated
Other Comprehensive Income (Loss) |
Retained
Earnings |
Treasury Stock
At Cost |
Total
Stockholders' Equity of Scholastic Corporation |
|
Noncontrolling interest
|
|
Total
Stockholders' Equity |
||||||||||||||||||||
|
Shares
|
|
Amount
|
Shares
|
|
Amount
|
|||||||||||||||||||||||||
Balance at June 1, 2018
|
1.7
|
|
|
$0.0
|
33.3
|
|
|
$0.4
|
|
$614.4
|
|
$(55.7)
|
|
$1,065.2
|
|
$(303.5)
|
|
$1,320.8
|
|
$0.0
|
|
$1,320.8
|
|||||||||
Net Income (loss)
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(61.3
|
)
|
|
—
|
|
|
(61.3
|
)
|
|
—
|
|
|
(61.3
|
)
|
Adoption of ASC 606 ( net of tax $16.0)
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(46.5
|
)
|
|
—
|
|
|
(46.5
|
)
|
|
—
|
|
|
(46.5
|
)
|
Foreign currency translation adjustment
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3.1
|
)
|
|
—
|
|
|
—
|
|
|
(3.1
|
)
|
|
—
|
|
|
(3.1
|
)
|
Pension and post-retirement adjustments (net of tax of $0.0)
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.2
|
|
|
—
|
|
|
—
|
|
|
0.2
|
|
|
—
|
|
|
0.2
|
|
Stock-based compensation
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
1.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.5
|
|
|
—
|
|
|
1.5
|
|
Proceeds pursuant to stock-based compensation plans
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
2.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2.8
|
|
|
—
|
|
|
2.8
|
|
Treasury stock issued pursuant to equity-based plans
|
—
|
|
|
—
|
|
0.1
|
|
|
—
|
|
|
(3.2
|
)
|
|
—
|
|
|
—
|
|
|
3.5
|
|
|
0.3
|
|
|
—
|
|
|
0.3
|
|
Dividends ($0.15 per share)
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5.3
|
)
|
|
—
|
|
|
(5.3
|
)
|
|
—
|
|
|
(5.3
|
)
|
Balance at August 31, 2018
|
1.7
|
|
|
$0.0
|
33.4
|
|
|
$0.4
|
|
$615.5
|
|
$(58.6)
|
|
$952.1
|
|
$(300.0)
|
|
$1,209.4
|
|
$0.0
|
|
$1,209.4
|
|
Class A Stock
|
Common Stock
|
Additional Paid-in Capital
|
Accumulated
Other Comprehensive
Income (Loss)
|
Retained
Earnings
|
Treasury Stock
At Cost
|
Total
Stockholders'
Equity of Scholastic Corporation
|
|
Noncontrolling interest
|
|
Total
Stockholders' Equity |
||||||||||||||||||||
|
Shares
|
|
Amount
|
Shares
|
|
Amount
|
|||||||||||||||||||||||||
Balance at June 1, 2019
|
1.7
|
|
|
$0.0
|
33.4
|
|
|
$0.4
|
|
$620.8
|
|
$(59.7)
|
|
$1,012.6
|
|
$(302.6)
|
|
$1,271.5
|
|
$1.3
|
|
$1,272.8
|
|||||||||
Net Income (loss)
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(58.5
|
)
|
|
—
|
|
|
(58.5
|
)
|
|
—
|
|
|
(58.5
|
)
|
Foreign currency translation adjustment
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2.0
|
)
|
|
—
|
|
|
—
|
|
|
(2.0
|
)
|
|
—
|
|
|
(2.0
|
)
|
Pension and post-retirement adjustments (net of tax of $0.0)
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.2
|
|
|
—
|
|
|
—
|
|
|
0.2
|
|
|
—
|
|
|
0.2
|
|
Stock-based compensation
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
1.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.5
|
|
|
—
|
|
|
1.5
|
|
Purchases of treasury stock at cost
|
—
|
|
|
—
|
|
(0.3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(12.6
|
)
|
|
(12.6
|
)
|
|
—
|
|
|
(12.6
|
)
|
Treasury stock issued pursuant to equity-based plans
|
—
|
|
|
—
|
|
0.0
|
|
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
|
—
|
|
|
0.6
|
|
|
0.5
|
|
|
—
|
|
|
0.5
|
|
Dividends ($0.15 per share)
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5.2
|
)
|
|
—
|
|
|
(5.2
|
)
|
|
—
|
|
|
(5.2
|
)
|
Noncontrolling interest in Make Believe Ideas
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.0
|
)
|
|
—
|
|
Balance at August 31, 2019
|
1.7
|
|
|
$0.0
|
33.1
|
|
|
$0.4
|
|
$622.2
|
|
$(61.5)
|
|
$948.9
|
|
$(314.6)
|
|
$1,195.4
|
|
$1.3
|
|
$1,196.7
|
SCHOLASTIC CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS – UNAUDITED (Dollar amounts in millions) |
|
Three months ended
|
||||
|
August 31,
|
||||
|
2019
|
|
2018
|
||
Cash flows - operating activities:
|
|
|
|
|
|
Net income (loss)
|
$(58.5)
|
|
$(61.3)
|
||
Adjustments to reconcile Net income (loss) to net cash provided by (used in) operating activities:
|
|
|
|
|
|
Provision for losses on accounts receivable
|
1.6
|
|
|
1.4
|
|
Provision for losses on inventory
|
4.1
|
|
|
3.0
|
|
Provision for losses on royalty advances
|
1.1
|
|
|
1.0
|
|
Amortization of prepublication and production costs
|
6.4
|
|
|
5.2
|
|
Depreciation and amortization
|
16.1
|
|
|
14.0
|
|
Amortization of pension and postretirement actuarial gains and losses
|
0.2
|
|
|
0.2
|
|
Deferred income taxes
|
0.1
|
|
|
—
|
|
Stock-based compensation
|
1.5
|
|
|
1.5
|
|
Income from equity investments
|
(1.0
|
)
|
|
(2.0
|
)
|
Changes in assets and liabilities, net of amounts acquired:
|
|
|
|
|
|
Accounts receivable
|
21.5
|
|
|
9.2
|
|
Inventories
|
(85.3
|
)
|
|
(114.6
|
)
|
Prepaid expenses and other current assets
|
(28.1
|
)
|
|
(23.7
|
)
|
Income tax receivable
|
(29.1
|
)
|
|
(22.1
|
)
|
Royalty advances
|
(3.8
|
)
|
|
(3.5
|
)
|
Accounts payable
|
32.2
|
|
|
50.5
|
|
Accrued income taxes
|
(0.8
|
)
|
|
(1.0
|
)
|
Accrued royalties
|
21.7
|
|
|
22.2
|
|
Deferred revenue
|
11.8
|
|
|
19.7
|
|
Other assets and liabilities
|
(9.3
|
)
|
|
11.3
|
|
Net cash provided by (used in) operating activities
|
(97.6
|
)
|
|
(89.0
|
)
|
|
|
|
|
||
Cash flows - investing activities:
|
|
|
|
|
|
Prepublication and production expenditures
|
(7.4
|
)
|
|
(8.8
|
)
|
Additions to property, plant and equipment
|
(13.5
|
)
|
|
(28.1
|
)
|
Acquisition of land
|
(3.3
|
)
|
|
—
|
|
Other investment and acquisition-related payments
|
(0.1
|
)
|
|
(0.5
|
)
|
Net cash provided by (used in) investing activities
|
(24.3
|
)
|
|
(37.4
|
)
|
|
|
|
|
||
Cash flows - financing activities:
|
|
|
|
|
|
Borrowings under lines of credit
|
8.1
|
|
|
11.6
|
|
Repayments of lines of credit
|
(1.9
|
)
|
|
(3.6
|
)
|
Repayment of capital lease obligations
|
(0.4
|
)
|
|
(0.3
|
)
|
Reacquisition of common stock
|
(12.6
|
)
|
|
—
|
|
Proceeds pursuant to stock-based compensation plans
|
—
|
|
|
2.7
|
|
Payment of dividends
|
(5.3
|
)
|
|
(5.2
|
)
|
Other
|
(0.2
|
)
|
|
—
|
|
Net cash provided by (used in) financing activities
|
(12.3
|
)
|
|
5.2
|
|
|
|
|
|
||
Effect of exchange rate changes on cash and cash equivalents
|
(0.5
|
)
|
|
(0.9
|
)
|
|
|
|
|
||
Net increase (decrease) in cash and cash equivalents
|
(134.7
|
)
|
|
(122.1
|
)
|
Cash and cash equivalents at beginning of period
|
334.1
|
|
|
391.9
|
|
Cash and cash equivalents at end of period
|
$199.4
|
|
$269.8
|
•
|
Accounts receivable allowance for doubtful accounts
|
•
|
Pension and postretirement benefit plans
|
•
|
Uncertain tax positions
|
•
|
The timing and amount of future income taxes and related deductions
|
•
|
Inventory reserves
|
•
|
Cost of goods sold from book fair operations during interim periods based on estimated gross profit rates
|
•
|
Sales tax contingencies
|
•
|
Royalty advance reserves and royalty expense accruals
|
•
|
Impairment testing for goodwill, intangible and other long-lived assets and investments
|
•
|
Assets and liabilities acquired in business combinations
|
•
|
Variable consideration related to anticipated returns
|
•
|
Allocation of transaction price to performance obligations
|
SCHOLASTIC CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – UNAUDITED
(Dollar amounts in millions, except per share data)
|
SCHOLASTIC CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – UNAUDITED
(Dollar amounts in millions, except per share data)
|
Three months ended August 31,
|
2019
|
2018
|
||
U.S. Book Clubs
|
$8.0
|
$9.1
|
||
U.S. Book Fairs
|
27.5
|
|
25.2
|
|
U.S. Trade
|
67.7
|
|
61.4
|
|
U.S. Education
|
48.4
|
|
47.9
|
|
Non-U.S. Major Markets(1)
|
56.3
|
|
50.3
|
|
Non-U.S. Other Markets(2)
|
24.7
|
|
24.5
|
|
Total Revenues
|
$232.6
|
$218.4
|
•
|
Children’s Book Publishing and Distribution operates as an integrated business which includes the publication and distribution of children’s books, ebooks, media and interactive products in the United States through its book clubs and book fairs in its school channels and through the trade channel. This segment is comprised of three operating segments.
|
•
|
Education includes the publication and distribution to schools and libraries of children’s books, classroom magazines, print and digital supplemental and core classroom materials and related support services, 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 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 three operating segments.
|
SCHOLASTIC CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – UNAUDITED
(Dollar amounts in millions, except per share data)
|
|
Children’s
Book Publishing & Distribution |
|
Education
|
|
Overhead (1)
|
|
Total
Domestic |
|
International
|
|
Total
|
||||||
Three months ended
August 31, 2019 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
$109.6
|
|
$48.4
|
|
$0.0
|
|
$158.0
|
|
$74.6
|
|
$232.6
|
||||||
Bad debt expense
|
0.5
|
|
|
0.0
|
|
|
—
|
|
|
0.5
|
|
|
1.1
|
|
|
1.6
|
|
Depreciation and amortization (2)
|
6.7
|
|
|
3.1
|
|
|
11.0
|
|
|
20.8
|
|
|
1.7
|
|
|
22.5
|
|
Segment operating income (loss)
|
(41.7
|
)
|
|
(13.4
|
)
|
|
(28.6
|
)
|
|
(83.7
|
)
|
|
(3.7
|
)
|
|
(87.4
|
)
|
Segment assets at August 31, 2019
|
651.9
|
|
|
198.7
|
|
|
808.4
|
|
|
1,659.0
|
|
|
285.6
|
|
|
1,944.6
|
|
Goodwill at August 31, 2019
|
46.8
|
|
|
68.2
|
|
|
—
|
|
|
115.0
|
|
|
10.0
|
|
|
125.0
|
|
Expenditures for other noncurrent assets (3)
|
14.0
|
|
|
4.6
|
|
|
6.9
|
|
|
25.5
|
|
|
7.6
|
|
|
33.1
|
|
Other noncurrent assets at
August 31, 2019 (3) |
219.2
|
|
|
120.0
|
|
|
520.0
|
|
|
859.2
|
|
|
93.0
|
|
|
952.2
|
|
Three months ended
August 31, 2018 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
$95.7
|
|
$47.9
|
|
$0.0
|
|
$143.6
|
|
$74.8
|
|
$218.4
|
||||||
Bad debt expense
|
0.8
|
|
|
0.0
|
|
|
—
|
|
|
0.8
|
|
|
0.6
|
|
|
1.4
|
|
Depreciation and amortization (2)
|
5.7
|
|
|
2.0
|
|
|
9.9
|
|
|
17.6
|
|
|
1.6
|
|
|
19.2
|
|
Segment operating income (loss)
|
(46.0
|
)
|
|
(14.9
|
)
|
|
(20.9
|
)
|
|
(81.8
|
)
|
|
(2.0
|
)
|
|
(83.8
|
)
|
Segment assets at
August 31, 2018 |
554.6
|
|
|
182.9
|
|
|
884.2
|
|
|
1,621.7
|
|
|
277.9
|
|
|
1,899.6
|
|
Goodwill at August 31, 2018
|
40.9
|
|
|
68.2
|
|
|
—
|
|
|
109.1
|
|
|
10.0
|
|
|
119.1
|
|
Expenditures for other noncurrent assets (3)
|
10.8
|
|
|
5.1
|
|
|
25.5
|
|
|
41.4
|
|
|
4.3
|
|
|
45.7
|
|
Other noncurrent assets at
August 31, 2018 (3) |
151.5
|
|
|
106.9
|
|
|
499.7
|
|
|
758.1
|
|
|
76.2
|
|
|
834.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
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, its fulfillment and distribution facilities located in Missouri, its facility located in Connecticut and certain technology assets.
|
(2)
|
Includes depreciation of property, plant and equipment and amortization of intangible assets and prepublication and production costs.
|
(3)
|
Other noncurrent assets include property, plant and equipment, prepublication assets, production assets, royalty advances, goodwill, intangible assets and investments. Expenditures for other noncurrent assets for the International reportable segment include expenditures for long-lived assets of $5.7 and $2.8 for the three months ended August 31, 2019 and August 31, 2018, respectively. Other noncurrent assets for the International reportable segment include long-lived assets of $64.5 and $37.0 as of August 31, 2019 and August 31, 2018, respectively.
|
|
August 31, 2019
|
|
May 31, 2019
|
|
August 31, 2018
|
|||
Revolving Loan
|
—
|
|
|
—
|
|
|
—
|
|
Unsecured lines of credit (weighted average interest rates of 4.1%, 4.1% and 3.6%, respectively)
|
13.0
|
|
|
7.3
|
|
|
15.7
|
|
Total debt
|
$13.0
|
|
$7.3
|
|
$15.7
|
SCHOLASTIC CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – UNAUDITED
(Dollar amounts in millions, except per share data)
|
•
|
the borrowing limit was reduced to $375.0 from $425.0;
|
•
|
A Base Rate equal to the higher of (i) the prime rate, (ii) the prevailing Federal Funds rate plus 0.50% or (iii) the Eurodollar Rate for a one month interest period plus 1% plus, in each case, an applicable spread ranging from 0.175% to 0.60%, as determined by the Company’s prevailing consolidated debt to total capital ratio.
|
•
|
A Eurodollar Rate equal to the London interbank offered rate (LIBOR) plus an applicable spread ranging from 1.175% to 1.60%, as determined by the Company’s prevailing consolidated debt to total capital ratio.
|
SCHOLASTIC CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – UNAUDITED
(Dollar amounts in millions, except per share data)
|
SCHOLASTIC CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – UNAUDITED
(Dollar amounts in millions, except per share data)
|
|
Three months ended August 31,
|
||||
|
2019
|
|
2018
|
||
Net income (loss) attributable to Class A and Common Shares
|
$(58.5)
|
|
$(61.3)
|
||
Weighted average Shares of Class A Stock and Common Stock outstanding for basic earnings (loss) per share (in millions)
|
34.9
|
|
|
35.0
|
|
Dilutive effect of Class A Stock and Common Stock potentially issuable pursuant to stock-based compensation plans (in millions) *
|
*
|
|
|
*
|
|
Adjusted weighted average Shares of Class A Stock and Common Stock outstanding for diluted earnings (loss) per share (in millions)
|
*
|
|
|
*
|
|
Earnings (loss) per share of Class A Stock and Common Stock:
|
|
|
|
|
|
Basic
|
$(1.68)
|
|
$(1.75)
|
||
Diluted
|
$(1.68)
|
|
$(1.75)
|
|
August 31, 2019
|
|
August 31, 2018
|
||
Options outstanding pursuant to stock-based compensation plans (in millions)
|
3.0
|
|
|
2.7
|
|
SCHOLASTIC CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – UNAUDITED
(Dollar amounts in millions, except per share data)
|
|
August 31, 2019
|
|
May 31, 2019
|
|
August 31, 2018
|
|||
Gross beginning balance
|
$164.8
|
|
$158.8
|
|
$158.8
|
|||
Accumulated impairment
|
(39.6
|
)
|
|
(39.6
|
)
|
|
(39.6
|
)
|
Beginning balance
|
$125.2
|
|
$119.2
|
|
$119.2
|
|||
Additions
|
—
|
|
|
6.3
|
|
|
—
|
|
Foreign currency translation
|
(0.2
|
)
|
|
(0.3
|
)
|
|
(0.1
|
)
|
Ending balance
|
$125.0
|
|
$125.2
|
|
$119.1
|
|
August 31, 2019
|
|
May 31, 2019
|
|
August 31, 2018
|
|||
Beginning balance other intangibles subject to amortization
|
$12.2
|
|
$10.1
|
|
$10.1
|
|||
Additions
|
—
|
|
|
4.5
|
|
|
0.5
|
|
Amortization expense
|
(0.8
|
)
|
|
(2.8
|
)
|
|
(0.7
|
)
|
Foreign currency translation
|
(0.2
|
)
|
|
(0.2
|
)
|
|
0.0
|
|
Other
|
—
|
|
|
0.6
|
|
|
—
|
|
Total other intangibles subject to amortization, net of accumulated amortization of $27.7, $26.9 and $24.8, respectively
|
$11.2
|
|
$12.2
|
|
$9.9
|
|||
Total other intangibles not subject to amortization
|
$2.1
|
|
$2.1
|
|
$2.1
|
|||
Total other intangibles
|
$13.3
|
|
$14.3
|
|
$12.0
|
SCHOLASTIC CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – UNAUDITED
(Dollar amounts in millions, except per share data)
|
|
August 31, 2019
|
|
May 31, 2019
|
|
August 31, 2018
|
|
Segment
|
|||
Equity method investments
|
$22.5
|
|
$23.4
|
|
$32.3
|
|
International
|
|||
Other equity investments
|
6.0
|
|
|
6.0
|
|
|
—
|
|
|
Children's Book Publishing & Distribution
|
Total Investments
|
$28.5
|
|
$29.4
|
|
$32.3
|
|
|
|
UK Pension Plan
|
|
Postretirement Benefits
|
||||||||
|
Three months ended August 31,
|
|
Three months ended August 31,
|
||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||
Components of net periodic (benefit) cost:
|
|
|
|
|
|
|
|
||||
Service cost
|
$0.0
|
|
$0.0
|
|
$0.0
|
|
$0.0
|
||||
Interest cost
|
0.2
|
|
|
0.2
|
|
|
0.2
|
|
|
0.2
|
|
Expected return on assets
|
(0.2
|
)
|
|
(0.2
|
)
|
|
—
|
|
|
—
|
|
Net amortization of prior service credit
|
—
|
|
|
—
|
|
|
0.0
|
|
|
—
|
|
Amortization of (gains) losses
|
0.2
|
|
|
0.2
|
|
|
—
|
|
|
—
|
|
Net periodic (benefit) cost
|
$0.2
|
|
$0.2
|
|
$0.2
|
|
$0.2
|
SCHOLASTIC CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – UNAUDITED
(Dollar amounts in millions, except per share data)
|
SCHOLASTIC CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – UNAUDITED
(Dollar amounts in millions, except per share data)
|
|
August 31, 2019
|
|
Location within Condensed Consolidated Balance Sheet
|
|
Operating leases
|
$81.7
|
|
Operating lease right-of-use assets, net
|
|
Finance leases
|
10.5
|
|
|
Property, plant and equipment, net
|
Total lease assets
|
$92.2
|
|
|
|
|
|
|
|
|
Operating leases :
|
|
|
|
|
Current portion
|
24.1
|
|
|
Current portion of operating lease liabilities
|
Non-current portion
|
61.1
|
|
|
Long-term operating lease liabilities
|
Total operating lease liabilities
|
$85.2
|
|
|
|
Finance leases :
|
|
|
|
|
Current portion
|
1.8
|
|
|
Other accrued expenses
|
Non-current portion
|
9.3
|
|
|
Other noncurrent liabilities
|
Total finance lease liabilities
|
$11.1
|
|
|
|
Total lease liabilities
|
$96.3
|
|
|
|
Three Months Ended August 31, 2019
|
|
||
|
Location within Condensed Consolidated Statement of Operations
|
|||
Operating lease expense
|
$7.1
|
|
Selling, general and administrative expenses
|
|
Finance lease costs :
|
|
|
|
|
Depreciation of leased assets
|
0.4
|
|
|
Selling, general and administrative expenses
|
Accretion of lease liabilities
|
0.1
|
|
|
Interest income (expense), net
|
Total lease expense
|
$7.6
|
|
|
|
Three Months Ended August 31, 2019
|
|
Cash paid for amounts included in the measurement of lease liabilities:
|
|
|
Operating cash flows from operating leases
|
6.9
|
|
Operating cash flows from finance leases
|
0.1
|
|
Financing cash flows from finance leases
|
0.4
|
|
|
Operating
|
|
Finance
|
||
|
Leases
|
|
Leases
|
||
Remainder of Fiscal 2020
|
$20.8
|
|
$1.7
|
||
Fiscal 2021
|
22.1
|
|
|
2.2
|
|
Fiscal 2022
|
18.1
|
|
|
2.1
|
|
Fiscal 2023
|
12.1
|
|
|
1.9
|
|
Fiscal 2024
|
7.0
|
|
|
1.8
|
|
Fiscal 2025 and thereafter
|
10.8
|
|
|
2.9
|
|
Total lease payments
|
90.9
|
|
|
12.6
|
|
Less: interest
|
(5.7
|
)
|
|
(1.5
|
)
|
Total lease liabilities
|
$85.2
|
|
$11.1
|
SCHOLASTIC CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – UNAUDITED
(Dollar amounts in millions, except per share data)
|
|
Operating
|
|
Finance
|
|
Leases
|
|
Leases
|
Weighted-average remaining lease term (years)
|
4.3
|
|
6.3
|
Weighted-average discount rate
|
4.0%
|
|
3.9%
|
|
Three months ended August 31,
|
||||
|
2019
|
|
2018
|
||
Stock option expense
|
$0.6
|
|
$0.8
|
||
Restricted stock unit expense
|
0.8
|
|
|
0.6
|
|
Management stock purchase plan
|
0.0
|
|
|
0.0
|
|
Employee stock purchase plan
|
0.1
|
|
|
0.1
|
|
Total stock-based compensation expense
|
$1.5
|
|
$1.5
|
|
Three months ended August 31,
|
|
||||
|
2019
|
|
2018
|
|
||
Common Stock issued pursuant to stock-based compensation plans (in millions)
|
0.0
|
|
|
0.1
|
|
|
Authorizations
|
Amount
|
|
July 2015
|
$50.0
|
|
March 2018
|
50.0
|
|
Total current Board authorizations at June 1, 2019
|
$100.0
|
|
Less repurchases made under these authorizations
|
$(59.8)
|
|
Remaining Board authorization at August 31, 2019
|
$40.2
|
SCHOLASTIC CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – UNAUDITED
(Dollar amounts in millions, except per share data)
|
|
August 31, 2019
|
|||||||
|
Foreign currency translation adjustments
|
|
Retirement benefit plans
|
|
Total
|
|||
Beginning balance at June 1, 2019
|
$(47.1)
|
|
$(12.6)
|
|
$(59.7)
|
|||
Other comprehensive income (loss) before reclassifications
|
(2.0
|
)
|
|
—
|
|
|
(2.0
|
)
|
Less amount reclassified from Accumulated other comprehensive income (loss):
|
|
|
|
|
|
|
||
Amortization of gains and losses (net of tax of $0.0)
|
—
|
|
|
0.2
|
|
|
0.2
|
|
Amortization of prior service credit (net of tax of $0.0)
|
—
|
|
|
0.0
|
|
|
0.0
|
|
Other comprehensive income (loss)
|
(2.0
|
)
|
|
0.2
|
|
|
(1.8
|
)
|
Ending balance at August 31, 2019
|
$(49.1)
|
|
$(12.4)
|
|
$(61.5)
|
|||
|
|
|
|
|
|
|||
|
August 31, 2018
|
|||||||
|
Foreign currency translation adjustments
|
|
Retirement benefit plans
|
|
Total
|
|||
Beginning balance at June 1, 2018
|
$(41.9)
|
|
$(13.8)
|
|
$(55.7)
|
|||
Other comprehensive income (loss) before reclassifications
|
(3.1
|
)
|
|
—
|
|
|
(3.1
|
)
|
Less amount reclassified from Accumulated other comprehensive income (loss):
|
|
|
|
|
|
|
||
Amortization of gains and losses (net of tax of $0.0)
|
—
|
|
|
0.2
|
|
|
0.2
|
|
Other comprehensive income (loss)
|
(3.1
|
)
|
|
0.2
|
|
|
(2.9
|
)
|
Ending balance at August 31, 2018
|
$(45.0)
|
|
$(13.6)
|
|
$(58.6)
|
|
Three months ended August 31, 2019
|
•
|
Level 1 Unadjusted quoted prices in active markets for identical assets or liabilities at the measurement date.
|
•
|
Level 2 Observable inputs other than quoted prices included in Level 1, including quoted prices for similar assets or liabilities in active markets, quoted prices for identical assets or liabilities in inactive markets,
|
SCHOLASTIC CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – UNAUDITED
(Dollar amounts in millions, except per share data)
|
•
|
Level 3 Unobservable inputs in which there is little or no market data available, which are significant to the fair value measurement and require the Company to develop its own assumptions.
|
•
|
Long-lived assets
|
•
|
Investments
|
•
|
Assets acquired in a business combination
|
•
|
Impairment assessment of Goodwill and intangible assets
|
•
|
Long-lived assets held for sale
|
SCHOLASTIC CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – UNAUDITED
(Dollar amounts in millions, except per share data)
|
SCHOLASTIC CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – UNAUDITED
(Dollar amounts in millions, except per share data)
|
|
August 31, 2019
|
|
May 31, 2019
|
|
August 31, 2018
|
|||
Accrued payroll, payroll taxes and benefits
|
$43.6
|
|
$41.2
|
|
$43.9
|
|||
Accrued bonus and commissions
|
9.3
|
|
|
13.7
|
|
|
13.3
|
|
Returns liability
|
35.5
|
|
|
34.5
|
|
|
45.4
|
|
Accrued other taxes
|
19.4
|
|
|
29.3
|
|
|
21.3
|
|
Accrued advertising and promotions
|
10.2
|
|
|
9.6
|
|
|
9.7
|
|
Other accrued expenses
|
37.6
|
|
|
36.5
|
|
|
52.3
|
|
Total accrued expenses
|
$155.6
|
|
$164.8
|
|
$185.9
|
|
Three months ended August 31,
|
||||||||||
|
2019
|
|
2018
|
||||||||
($ amounts in millions)
|
$
|
|
% of Revenue
|
|
$
|
|
% of Revenue
|
||||
Product, service and production costs
|
$68.2
|
|
29.3
|
%
|
|
$59.7
|
|
27.4
|
%
|
||
Royalty costs
|
22.3
|
|
|
9.6
|
%
|
|
20.9
|
|
|
9.6
|
%
|
Prepublication and production amortization
|
6.6
|
|
|
2.8
|
%
|
|
5.3
|
|
|
2.4
|
%
|
Postage, freight, shipping, fulfillment and other
|
40.0
|
|
|
17.2
|
%
|
|
39.4
|
|
|
18.0
|
%
|
Total
|
$137.1
|
|
58.9
|
%
|
|
$125.3
|
|
57.4
|
%
|
SCHOLASTIC CORPORATION
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) |
|
Three months ended August 31,
|
||||||||||||
($ amounts in millions)
|
2019
|
|
2018
|
|
$
change
|
|
%
change
|
||||||
Revenues
|
$109.6
|
|
|
$95.7
|
|
|
$13.9
|
|
14.5
|
%
|
|||
Cost of goods sold
|
65.5
|
|
|
55.8
|
|
|
9.7
|
|
|
17.4
|
%
|
||
Other operating expenses (1)
|
85.8
|
|
|
85.9
|
|
|
(0.1
|
)
|
|
(0.1
|
)%
|
||
Operating income (loss)
|
$(41.7)
|
|
|
$(46.0)
|
|
|
$4.3
|
|
9.3
|
%
|
|||
Operating margin
|
|
—
|
%
|
|
|
—
|
%
|
|
|
|
|
SCHOLASTIC CORPORATION
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) |
|
Three months ended August 31,
|
||||||||||||
($ amounts in millions)
|
2019
|
|
2018
|
|
$
change
|
|
%
change
|
||||||
Revenues
|
$48.4
|
|
|
$47.9
|
|
|
$0.5
|
|
1.0
|
%
|
|||
Cost of goods sold
|
20.9
|
|
|
19.9
|
|
|
1.0
|
|
|
5.0
|
%
|
||
Other operating expenses (1)
|
40.9
|
|
|
42.9
|
|
|
(2.0
|
)
|
|
(4.7
|
)%
|
||
Operating income (loss)
|
$(13.4)
|
|
|
$(14.9)
|
|
|
$1.5
|
|
10.1
|
%
|
|||
Operating margin
|
|
—
|
%
|
|
|
—
|
%
|
|
|
|
|
|
Three months ended August 31,
|
||||||||||||
($ amounts in millions)
|
2019
|
|
2018
|
|
$
change
|
|
%
change
|
||||||
Revenues
|
$74.6
|
|
|
$74.8
|
|
|
$(0.2)
|
|
(0.3
|
)%
|
|||
Cost of goods sold
|
38.7
|
|
|
38.3
|
|
|
0.4
|
|
|
1.0
|
%
|
||
Other operating expenses (1)
|
39.6
|
|
|
38.5
|
|
|
1.1
|
|
|
2.9
|
%
|
||
Operating income (loss)
|
$(3.7)
|
|
|
$(2.0)
|
|
|
$(1.7)
|
|
(85.0
|
)%
|
|||
Operating margin
|
|
—
|
%
|
|
|
—
|
%
|
|
|
|
|
|
|
SCHOLASTIC CORPORATION
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) |
SCHOLASTIC CORPORATION
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) |
SCHOLASTIC CORPORATION
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) |
($ amounts in millions)
|
Fiscal Year Maturity
|
||||||||||||||||||||||||||
|
2020(1)
|
|
2021
|
|
2022
|
|
2023
|
|
2024
|
|
Thereafter
|
|
Total
|
|
Fair
Value @ 8/31/2019 |
||||||||||||
Debt Obligations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Lines of Credit and current
portion of long-term debt
|
$13.0
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$13.0
|
|
$13.0
|
||
Average interest rate
|
4.1
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|
Period
|
|
Total number of
shares purchased
|
|
Average
price paid
per share
|
|
Total number of shares
purchased as part of publicly
announced plans or
programs
|
|
Maximum number of shares (or
approximate dollar value) that may yet be purchased under the plans or programs (i)
|
|
|||||
June 1, 2019 through June 30, 2019
|
|
260,956
|
|
|
33.16
|
|
|
260,956
|
|
|
44.2
|
|
|
|
July 1, 2019 through July 31, 2019
|
|
3,200
|
|
|
33.22
|
|
|
3,200
|
|
|
44.1
|
|
|
|
August 1, 2019 through August 31, 2019
|
|
112,828
|
|
|
33.55
|
|
|
112,828
|
|
|
40.2
|
|
|
|
Total
|
|
376,984
|
|
|
|
|
376,984
|
|
|
$
|
40.2
|
|
|
|
|
31.1
|
|
|
|
31.2
|
|
|
|
32
|
|
|
|
10.1
|
|
|
|
101
|
Financial Statements from the Quarterly Report on Form 10-Q of the Company for the quarter ended August 31, 2019, formatted in Inline Extensible Business Reporting Language: (i) Condensed Consolidated Statements of Operations; (ii) Condensed Consolidated Statements of Comprehensive Income (Loss), (iii) Condensed Consolidated Balance Sheets; (iv) Condensed Consolidated Statements of Changes in Stockholders' Equity; (v) Condensed Consolidated Statements of Cash Flows; and (vi) Notes to Condensed Consolidated Financial Statements.
|
|
|
104
|
Cover Page, formatted Inline Extensible Business Reporting Language and contained in Exhibit 101.
|
|
Exhibit Number
|
Description of Document
|
31.1
|
Certification of the Chief Executive Officer of Scholastic Corporation filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
31.2
|
Certification of the Chief Financial Officer of Scholastic Corporation filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
32
|
Certifications of the Chief Executive Officer and Chief Financial Officer of Scholastic Corporation furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
10.1 *
|
Severance Arrangement, dated January 27, 2014, between Scholastic Corporation and Satbir Bedi
|
|
|
101
|
Financial Statements from the Quarterly Report on Form 10-Q of the Company for the quarter ended August 31, 2019, formatted in Inline Extensible Business Reporting Language: (i) Condensed Consolidated Statements of Operations; (ii) Condensed Consolidated Statements of Comprehensive Income (Loss), (iii) Condensed Consolidated Balance Sheets; (iv) Condensed Consolidated Statements of Changes in Stockholders' Equity; (v) Condensed Consolidated Statements of Cash Flows; and (vi) Notes to Condensed Consolidated Financial Statements.
|
|
|
104
|
Cover Page, formatted Inline Extensible Business Reporting Language and contained in Exhibit 101.
|
|
|
|
|
|
SCHOLASTIC CORPORATION
|
|
|
|
(Registrant)
|
|
|||
Date: September 20, 2019
|
By:
|
/s/ Richard Robinson
|
|
|
|
||
|
|||
|
|
|
Richard Robinson
|
|
|
|
Chairman of the Board,
President and Chief
Executive Officer
|
|
|||
Date: September 20, 2019
|
By:
|
/s/ Kenneth J. Cleary
|
|
|
|
||
|
|||
|
|
|
Kenneth J. Cleary
|
|
|
|
Chief Financial Officer
(Principal Financial Officer)
|
1 Year Scholastic Chart |
1 Month Scholastic Chart |
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