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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
Quarterly Report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934
| | | | | | | | | | | | | | |
For the quarterly period ended | August 31, 2020 | | Commission File No. | 000-19860 |
SCHOLASTIC CORPORATION
(Exact name of Registrant as specified in its charter)
| | | | | | | | | | | |
Delaware | | | 13-3385513 |
(State or other jurisdiction of incorporation or organization) | | | (IRS Employer Identification No.) |
557 Broadway, | | | |
New York, | New York | | 10012 |
(Address of principal executive offices) | | | (Zip Code) |
Registrant’s telephone number, including area code (212) 343-6100
| | | | | | | | |
Title of Class | Trading Symbol | Name of Each Exchange on Which Registered |
Common Stock, $0.01 par value | SCHL | The NASDAQ Stock Market LLC |
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Large accelerated filer | ☒ | Accelerated filer | ☐ | Non-accelerated filer | ☐ | Smaller reporting company | ☐ | Emerging growth company | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ☐ No ☒
Indicate the number of shares outstanding of each of the issuer’s classes of Common Stock, as of the latest practicable date:
| | | | | | | | |
Title of each class | | Number of shares outstanding as of August 31, 2020 |
Common Stock, $.01 par value | | 32,547,090 |
Class A Stock, $.01 par value | | 1,656,200 |
SCHOLASTIC CORPORATION
FORM 10-Q FOR THE QUARTERLY PERIOD ENDED AUGUST 31, 2020
INDEX
PART I - FINANCIAL INFORMATION
| | |
Item 1. Financial Statements |
| | |
SCHOLASTIC CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - UNAUDITED (Dollar amounts in millions, except per share data) |
| | | | | | | | | | | | | | | | | | | | | |
| Three months ended | | | | | | | | |
| August 31, | | | August 31, | | | | | |
| 2020 | | | 2019 | | | | | |
Revenues | $ | 215.2 | | | $ | 232.6 | | | | | |
Operating costs and expenses: | | | | | | | | | |
Cost of goods sold | | 123.2 | | | | 137.1 | | | | | |
Selling, general and administrative expenses | | 121.5 | | | | 163.1 | | | | | |
Depreciation and amortization | | 15.5 | | | | 15.4 | | | | | |
Severance | | 12.0 | | | | 4.4 | | | | | |
| | | | | | | | | |
Total operating costs and expenses | | 272.2 | | | | 320.0 | | | | | |
Operating income (loss) | | (57.0) | | | | (87.4) | | | | | |
Interest income (expense), net | | (1.2) | | | | 0.7 | | | | | |
Other components of net periodic benefit (cost) | | (0.2) | | | | (0.4) | | | | | |
Gain (loss) on sale of assets and other | | 6.6 | | | | — | | | | | |
Earnings (loss) before income taxes | | (51.8) | | | | (87.1) | | | | | |
Provision (benefit) for income taxes | | (12.0) | | | | (28.6) | | | | | |
Net income (loss) | | (39.8) | | | | (58.5) | | | | | |
Less: Net income (loss) attributable to noncontrolling interest | | 0.0 | | | | 0.0 | | | | |
Net income (loss) attributable to Scholastic Corporation | $ | (39.8) | | | $ | (58.5) | | | | | |
Basic and diluted earnings (loss) per Share of Class A and Common Stock | | | | | | | | | |
Basic | $ | (1.16) | | | $ | (1.68) | | | | | |
Diluted | $ | (1.16) | | | $ | (1.68) | | | | | |
See accompanying notes
| | |
SCHOLASTIC CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - UNAUDITED (Dollar amounts in millions) |
| | | | | | | | | | | | | | | | | | | | | |
| Three months ended | | | | | | | | |
| August 31, | | | August 31, | | | | | |
| 2020 | | | 2019 | | | | | |
Net income (loss) | $ | (39.8) | | | $ | (58.5) | | | | | |
Other comprehensive income (loss), net: | | | | | | | | | |
Foreign currency translation adjustments | | 10.7 | | | | (2.0) | | | | | |
Pension and postretirement adjustments (net of tax) | | 0.1 | | | | 0.2 | | | | | |
Total other comprehensive income (loss), net | $ | 10.8 | | | $ | (1.8) | | | | | |
Comprehensive income (loss) | $ | (29.0) | | | $ | (60.3) | | | | | |
Less: Net income (loss) attributable to noncontrolling interest | | 0.0 | | | | 0.0 | | | | | |
Comprehensive income (loss) attributable to Scholastic Corporation | $ | (29.0) | | | $ | (60.3) | | | | | |
See accompanying notes
| | |
SCHOLASTIC CORPORATION CONDENSED CONSOLIDATED BALANCE SHEETS - UNAUDITED (Dollar amounts in millions, except per share data) |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| August 31, 2020 (unaudited) | | | May 31, 2020 (audited) | | | August 31, 2019 (unaudited) | |
ASSETS | | | | | | | | |
Current Assets: | | | | | | | | |
Cash and cash equivalents | $ | 355.5 | | | $ | 393.8 | | | $ | 199.4 | |
Accounts receivable, net | | 219.6 | | | | 239.8 | | | | 226.1 | |
Inventories, net | | 323.2 | | | | 270.6 | | | | 403.6 | |
Income tax receivable | | 103.2 | | | | 90.0 | | | | 39.4 | |
Prepaid expenses and other current assets | | 53.7 | | | | 41.1 | | | | 70.3 | |
Total current assets | | 1,055.2 | | | | 1,035.3 | | | | 938.8 | |
Noncurrent Assets: | | | | | | | | |
Property, plant and equipment, net | | 573.0 | | | | 576.9 | | | | 579.9 | |
Prepublication costs, net | | 69.7 | | | | 70.6 | | | | 71.1 | |
Operating lease right-of-use assets, net | | 96.4 | | | | 95.3 | | | | 81.7 | |
Royalty advances, net | | 42.0 | | | | 39.9 | | | | 50.0 | |
Goodwill | | 125.6 | | | | 124.9 | | | | 125.0 | |
Noncurrent deferred income taxes | | 19.1 | | | | 18.6 | | | | 36.8 | |
Other assets and deferred charges | | 75.3 | | | | 72.1 | | | | 61.3 | |
Total noncurrent assets | | 1,001.1 | | | | 998.3 | | | | 1,005.8 | |
Total assets | $ | 2,056.3 | | | $ | 2,033.6 | | | $ | 1,944.6 | |
| | | | | | | | |
LIABILITIES AND STOCKHOLDERS’ EQUITY | | | | | | | | |
Current Liabilities: | | | | | | | | |
Lines of credit and current portion of long-term debt | $ | 19.9 | | | $ | 7.9 | | | $ | 13.0 | |
Accounts payable | | 168.3 | | | | 153.6 | | | | 226.4 | |
Accrued royalties | | 56.2 | | | | 37.8 | | | | 63.3 | |
Deferred revenue | | 127.6 | | | | 116.5 | | | | 142.3 | |
Other accrued expenses | | 166.6 | | | | 161.5 | | | | 155.6 | |
Accrued income taxes | | 1.8 | | | | 1.4 | | | | 0.7 | |
Operating lease liabilities | | 23.1 | | | | 22.8 | | | | 24.1 | |
Total current liabilities | | 563.5 | | | | 501.5 | | | | 625.4 | |
Noncurrent Liabilities: | | | | | | | | |
Long-term debt | | 200.0 | | | | 210.6 | | | | — | |
Operating lease liabilities | | 77.1 | | | | 75.7 | | | | 61.1 | |
Other noncurrent liabilities | | 68.3 | | | | 65.2 | | | | 61.4 | |
Total noncurrent liabilities | | 345.4 | | | | 351.5 | | | | 122.5 | |
Commitments and Contingencies (see Note 5) | | — | | | | — | | | | — | |
Stockholders’ Equity: | | | | | | | | |
Preferred Stock, $1.00 par value: Authorized, 2.0 shares; Issued and Outstanding, none | $ | — | | | $ | — | | | $ | — | |
Class A Stock, $0.01 par value: Authorized, 4.0 shares; Issued and Outstanding, 1.7 shares | | 0.0 | | | | 0.0 | | | | 0.0 | |
Common Stock, $0.01 par value: Authorized, 70.0 shares; Issued, 42.9 shares; Outstanding, 32.5, 32.5, and 33.1 shares, respectively | | 0.4 | | | | 0.4 | | | | 0.4 | |
Additional paid-in capital | | 622.8 | | | | 622.4 | | | | 622.2 | |
Accumulated other comprehensive income (loss) | | (47.5) | | | | (58.3) | | | | (61.5) | |
Retained earnings | | 903.1 | | | | 948.0 | | | | 948.9 | |
Treasury stock, at cost: 10.4, 10.4 and 9.8 shares, respectively | | (332.8) | | | | (333.3) | | | | (314.6) | |
Total stockholders’ equity of Scholastic Corporation | | 1,146.0 | | | | 1,179.2 | | | | 1,195.4 | |
Noncontrolling interest | | 1.4 | | | | 1.4 | | | | 1.3 | |
Total stockholders’ equity | | 1,147.4 | | | | 1,180.6 | | | | 1,196.7 | |
Total liabilities and stockholders’ equity | $ | 2,056.3 | | | $ | 2,033.6 | | | $ | 1,944.6 | |
See accompanying notes
| | |
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, 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) | | | 0.0 | | | (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 | |
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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) | |
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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 | |
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| 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, 2020 | 1.7 | | | $ | 0.0 | | 32.5 | | | $ | 0.4 | | | $ | 622.4 | | | $ | (58.3) | | | $ | 948.0 | | | $ | (333.3) | | | $ | 1,179.2 | | | $ | 1.4 | | | $ | 1,180.6 | |
Net Income (loss) | — | | | — | | — | | | — | | | — | | | — | | | (39.8) | | | — | | | (39.8) | | | 0.0 | | | (39.8) | |
Foreign currency translation adjustment | — | | | — | | — | | | — | | | — | | | 10.7 | | | — | | | — | | | 10.7 | | | — | | | 10.7 | |
Pension and post-retirement adjustments (net of tax of $0.0) | — | | | — | | — | | | — | | | — | | | 0.1 | | | — | | | — | | | 0.1 | | | — | | | 0.1 | |
Stock-based compensation | — | | | — | | — | | | — | | | 0.6 | | | — | | | — | | | — | | | 0.6 | | | — | | | 0.6 | |
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Purchases of treasury stock at cost | — | | | — | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | |
Treasury stock issued pursuant to equity-based plans | — | | | — | | 0.0 | | | — | | | (0.2) | | | — | | | — | | | 0.5 | | | 0.3 | | | — | | | 0.3 | |
Dividends ($0.15 per share) | — | | | — | | — | | | — | | | — | | | — | | | (5.1) | | | — | | | (5.1) | | | — | | | (5.1) | |
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Balance at August 31, 2020 | 1.7 | | | $ | 0.0 | | 32.5 | | | $ | 0.4 | | | $ | 622.8 | | | $ | (47.5) | | | $ | 903.1 | | | $ | (332.8) | | | $ | 1,146.0 | | | $ | 1.4 | | | $ | 1,147.4 | |
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See accompanying notes
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SCHOLASTIC CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS – UNAUDITED (Dollar amounts in millions) |
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| Three months ended | | | | |
| August 31, | | | August 31, | |
| 2020 | | | 2019 | |
Cash flows - operating activities: | | | | | |
Net income (loss) attributable to Scholastic Corporation | $ | (39.8) | | | $ | (58.5) | |
Adjustments to reconcile Net income (loss) to net cash provided by (used in) operating activities: | | | | | |
Provision for losses on accounts receivable | | 1.4 | | | | 1.6 | |
Provision for losses on inventory | | 2.9 | | | | 4.1 | |
Provision for losses on royalty advances | | 1.3 | | | | 1.1 | |
Amortization of prepublication costs | | 6.3 | | | | 6.4 | |
Depreciation and amortization | | 16.4 | | | | 16.1 | |
Amortization of pension and postretirement actuarial gains and losses | | 0.1 | | | | 0.2 | |
Deferred income taxes | | 0.1 | | | | 0.1 | |
Stock-based compensation | | 0.6 | | | | 1.5 | |
Income from equity-method investments | | (0.8) | | | | (1.0) | |
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(Gain) loss on sale of assets | | (6.6) | | | | — | |
Changes in assets and liabilities, net of amounts acquired: | | | | | |
Accounts receivable | | 23.3 | | | | 21.5 | |
Inventories | | (50.0) | | | | (85.3) | |
Prepaid expenses and other current assets | | (12.0) | | | | (28.1) | |
Income tax receivable | | (13.0) | | | | (29.1) | |
Royalty advances | | (2.8) | | | | (3.8) | |
Accounts payable | | 13.9 | | | | 32.2 | |
Accrued income taxes | | 0.3 | | | | (0.8) | |
Accrued royalties | | 17.5 | | | | 21.7 | |
Deferred revenue | | 10.1 | | | | 11.8 | |
Other assets and liabilities | | 4.8 | | | | (9.3) | |
Net cash provided by (used in) operating activities | | (26.0) | | | | (97.6) | |
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Cash flows - investing activities: | | | | | |
Prepublication expenditures | | (5.2) | | | | (7.4) | |
Additions to property, plant and equipment | | (16.0) | | | | (13.5) | |
Net proceeds from sale of assets | | 12.3 | | | | — | |
Acquisition of land | | — | | | | (3.3) | |
Other investment and acquisition-related payments | | — | | | | (0.1) | |
Net cash provided by (used in) investing activities | | (8.9) | | | | (24.3) | |
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Cash flows - financing activities: | | | | | |
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Borrowings under lines of credit, credit agreement and revolving loan | | 2.2 | | | | 8.1 | |
Repayments of lines of credit, credit agreement and revolving loan | | (3.8) | | | | (1.9) | |
Repayment of capital lease obligations | | (0.5) | | | | (0.4) | |
Reacquisition of common stock | | — | | | | (12.6) | |
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Payment of dividends | | (5.1) | | | | (5.3) | |
Other | | 1.9 | | | | (0.2) | |
Net cash provided by (used in) financing activities | | (5.3) | | | | (12.3) | |
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Effect of exchange rate changes on cash and cash equivalents | | 1.9 | | | | (0.5) | |
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Net increase (decrease) in cash and cash equivalents | | (38.3) | | | | (134.7) | |
Cash and cash equivalents at beginning of period | | 393.8 | | | | 334.1 | |
Cash and cash equivalents at end of period | $ | 355.5 | | | $ | 199.4 | |
See accompanying notes
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SCHOLASTIC CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – UNAUDITED (Dollar amounts in millions, except per share data) |
1. BASIS OF PRESENTATION
Principles of consolidation
The accompanying condensed consolidated interim financial statements (referred to as the “Financial Statements” herein) include the accounts of Scholastic Corporation (the “Corporation”) and all wholly-owned and majority-owned subsidiaries (collectively, “Scholastic” or the “Company”). Intercompany transactions are eliminated in consolidation.
The Company’s fiscal year is not a calendar year. Accordingly, references in this document to fiscal 2021 relate to the twelve-month period ending May 31, 2021. Certain prior period amounts have been reclassified to conform with the current year presentation.
Interim Financial Statements
The accompanying Financial Statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) and Article 10 of Regulation S-X of the U.S. Securities and Exchange Commission (“SEC”) for interim financial information, and should be read in conjunction with the Company’s Annual Report on Form 10-K for the fiscal year ended May 31, 2020. The Financial Statements presented in this Quarterly Report on Form 10-Q are unaudited; however, in the opinion of management, the Financial Statements reflect all adjustments, consisting solely of normal, recurring adjustments, necessary for the fair presentation of the Financial Statements for the periods presented.
Seasonality
The Company’s Children’s Book Publishing and Distribution school-based book club and book fair channels and most of its Education businesses operate on a school-year basis; therefore, the Company’s business is highly seasonal. As a result, the Company’s revenues in the first and third quarters of the fiscal year generally are lower than its revenues in the other two fiscal quarters. Typically, school-based channels and magazine revenues are minimal in the first quarter of the fiscal year as schools are not in session. Trade sales can vary throughout the year due to varying release dates of published titles. While the Company generally experiences a loss from operations in the first and third quarters of each fiscal year, the second quarter of fiscal 2021, ending November 30, 2020, which is traditionally an income quarter, is expected to be negatively impacted by the COVID-19 pandemic. Presently, there are many uncertainties concerning the timing of, and any patterns which may emerge from, school re-openings for the new school year, and the nature and continuing magnitude of the negative impact of COVID-19 into and beyond the second quarter of fiscal 2021 will depend on the actual timing and emerging patterns of such re-openings throughout the United States.
Use of estimates
The preparation of these Financial Statements involves the use of estimates and assumptions by management, which affects the amounts reported in the Financial Statements and accompanying notes. The Company bases its estimates on historical experience, current business factors, and various other assumptions believed to be reasonable under the circumstances, all of which are necessary, in order to form a basis for determining the carrying values of certain assets and liabilities. Actual results may differ from those estimates and assumptions. On an on-going basis, the Company evaluates the adequacy of its reserves and the estimates used in these calculations, including, but not limited to:
•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
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SCHOLASTIC CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – UNAUDITED (Dollar amounts in millions, except per share data) |
•Assets and liabilities acquired in business combinations
•Variable consideration related to anticipated returns
•Allocation of transaction price to performance obligations
Sale of Long-lived Assets
During the first quarter of fiscal 2021, the Company sold the company-owned facility located in Danbury, Connecticut and relocated the book fairs warehousing and distribution operations conducted in Danbury to a warehouse in Allentown, Pennsylvania. The long-lived assets related to the Danbury facility, which consisted of land, building, and building improvements, were included in the Overhead segment. These assets had a carrying value of $5.7 and were classified as held for sale for the fiscal year ended May 31, 2020. The net proceeds from the sale were $12.3 and the Company recognized a gain on sale of $6.6. This amount is included within Gain (loss) on sale of assets and other within the Company's Condensed Consolidated Statements of Operations.
Assets Held For Sale
The Company committed to a plan to sell the UK distribution centers located in Witney and Southam to consolidate the operations into a new facility in Warwickshire which is currently under construction. These assets are included in the International segment. The Company expects the sale of these facilities to be completed within one year and to recognize a gain on sale. The long-lived assets which consist of land, building, and building improvements are classified as held for sale. These assets are carried at the lower of carrying value or fair value less costs to sell and no additional depreciation is being recognized. As of August 31, 2020, the carrying amounts totaled $3.3 which are included in Property, plant and equipment, net within the Company's Condensed Consolidated Balance Sheets.
New Accounting Pronouncements
Current Fiscal Quarter Adoptions:
ASU No. 2016-13
In June 2016, the FASB issued ASU No. 2016-13, "Measurement of Credit Losses on Financial Instruments" (ASU 2016-13). ASU 2016-13, which was further updated and clarified by the FASB through the issuance of additional related ASUs, amends the guidance surrounding measurement and recognition of credit losses on financial assets measured at amortized cost, including trade receivables and debt securities, by requiring recognition of an allowance for credit losses expected to be incurred over an asset's lifetime based on relevant information about past events, current conditions, and supportable forecasts impacting its ultimate collectability. This "expected loss" model may result in earlier recognition of credit losses than the current "as incurred" model, under which losses were recognized only upon an occurrence of an event that gave rise to the incurrence of a probable loss. The Company adopted ASU 2016-13 as of the beginning of the first quarter of fiscal 2021 which did not have a material impact on the Company’s Consolidated Financial Statements. Refer to Note 2, Revenues, for further discussion of the Company's accounting policy and disclosures related to the allowance for credit losses.
ASU No. 2017-04
In January 2017, the FASB issued ASU No. 2017-04, Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment, which removes step two from the goodwill impairment test (comparison of implied fair value of goodwill with the carrying amount of that goodwill for a reporting unit). Instead, an entity will measure its goodwill impairment by the amount the carrying value exceeds the fair value of a reporting unit. The Company adopted ASU 2017-04 as of the beginning of the first quarter of fiscal 2021 which resulted in no impact to the Company's Consolidated Financial Statements.
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SCHOLASTIC CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – UNAUDITED (Dollar amounts in millions, except per share data) |
2. REVENUES
Disaggregated Revenue Data
The following table presents the Company’s disaggregated revenues by region and domestic channel:
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| Three months ended | | | | | | |
| August 31, | | | August 31, | | | |
| 2020 | | | 2019 | | | |
U.S. Book Clubs | $ | 5.8 | | | $ | 8.0 | | | |
U.S. Book Fairs | | 13.2 | | | | 27.5 | | | |
U.S. Trade | | 65.8 | | | | 67.7 | | | |
U.S. Education | | 53.5 | | | | 48.4 | | | |
Non-U.S. Major Markets(1) | | 56.6 | | | | 56.3 | | | |
Non-U.S. Other Markets(2) | | 20.3 | | | | 24.7 | | | |
Total Revenues | $ | 215.2 | | | $ | 232.6 | | | |
(1) - Includes Canada, UK, Australia and New Zealand.
(2) - Primarily includes markets in Asia.
Estimated Returns
A liability for expected returns of $43.1, $43.5, and $35.5 is recorded within Other accrued expenses as of August 31, 2020, May 31, 2020, and August 31, 2019, respectively. In addition, a return asset of $4.1, $2.7, and $1.8 is recorded within Prepaid expenses and other current assets as of August 31, 2020, May 31, 2020, and August 31, 2019, respectively, for the recoverable cost of product estimated to be returned by customers.
Deferred Revenue
The Company's contract liabilities consist of advance billings and payments received from customers in excess of revenue recognized and revenue allocated to outstanding book fairs incentive credits. These liabilities are recorded within Deferred revenue on the Company's Condensed Consolidated Balance Sheets and are classified as short term, as substantially all of the associated performance obligations are expected to be satisfied, and related revenue recognized, within one year. The Company recognized revenue which was included in the opening deferred revenue balance in the amount of $16.9 and $18.8 for the three months ended August 31, 2020 and August 31, 2019, respectively.
Allowance for Credit Losses
The Company recognizes an allowance for credit losses on trade receivables that are expected to be incurred over the lifetime of the receivable. Reserves for estimated credit losses are established at the time of sale and are based on relevant information about past events, current conditions, and supportable forecasts impacting its ultimate collectability, including specific reserves on a customer-by-customer basis, creditworthiness of the Company’s customers and prior collection experience. At the time the Company determines that a receivable balance, or any portion thereof, is deemed to be permanently uncollectible, the balance is then written off.
The following table presents the change in the allowance for credit losses, which is presented net in Accounts Receivable on the Condensed Consolidated Balance Sheets:
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| Allowance for Credit Losses |
Balance as of June 1, 2020 | $ | 19.9 | |
Current period provision | 1.4 | |
Write-offs and other | (0.4) | |
Balance as of August 31, 2020 | $ | 20.9 | |
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SCHOLASTIC CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – UNAUDITED (Dollar amounts in millions, except per share data) |
3. SEGMENT INFORMATION
The Company categorizes its businesses into three reportable segments: Children’s Book Publishing and Distribution, Education and International.
•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.
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SCHOLASTIC CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – UNAUDITED (Dollar amounts in millions, except per share data) |
The following table sets forth information for the Company's segments for the fiscal quarters ended August 31, 2020 and August 31, 2019:
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| Children’s Book Publishing & Distribution | | Education | | Overhead (1) | | Total Domestic | | International | | | Total | |
Three months ended August 31, 2020 | | | | | | | | | | | | | |
Revenues | $ | 90.9 | | $ | 53.6 | | $ | — | | $ | 144.5 | | $ | 70.7 | | | $ | 215.2 | |
Bad debt expense | | 0.2 | | | 0.1 | | | — | | | 0.3 | | | 1.1 | | | | 1.4 | |
Depreciation and amortization (2) | | 6.6 | | | 3.1 | | | 11.5 | | | 21.2 | | | 1.5 | | | | 22.7 | |
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Segment operating income (loss) | | (29.2) | | | (2.2) | | | (30.8) | | | (62.2) | | | 5.2 | | | | (57.0) | |
Segment assets at August 31, 2020 | | 555.4 | | | 215.6 | | | 985.8 | | | 1,756.8 | | | 299.5 | | | | 2,056.3 | |
Goodwill at August 31, 2020 | | 47.4 | | | 68.2 | | | — | | | 115.6 | | | 10.0 | | | | 125.6 | |
Expenditures for other noncurrent assets (3)
| | 12.1 | | | 3.1 | | | 10.8 | | | 26.0 | | | 3.5 | | | | 29.5 | |
Other non-current assets at August 31, 2020 (3) | | 172.6 | | | 123.9 | | | 491.1 | | | 787.6 | | | 81.5 | | | | 869.1 | |
Three months ended August 31, 2019 | | | | | | |