SCHOLASTIC CORP 10-Q

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, 2022 2021 Revenues $ 262.9 $ 259.8 Operating costs and expenses: Cost of goods sold 144.5 133.3 Selling, general and administrative expenses 162.8 143.6 Depreciation and amortization 13.7 14.9 Total operating costs and expenses 321.0 291.8 Operating income (loss) ( 58.1 ) ( 32.0 ) Interest income (expense), net 0.2 ( 1.3 ) Other components of net periodic benefit (cost) 0.0 0.0 Earnings (loss) before income taxes ( 57.9 ) ( 33.3 ) Provision (benefit) for income taxes ( 12.5 ) ( 8.9 ) Net income (loss) ( 45.4 ) ( 24.4 ) Less: Net income (loss) attributable to noncontrolling interest 0.1 ( 0.2 ) Net income (loss) attributable to Scholastic Corporation $ ( 45.5 ) $ ( 24.2 ) Basic and diluted earnings (loss) per share of Class A and Common Stock Basic $ ( 1.33 ) $ ( 0.70 ) Diluted $ ( 1.33 ) $ ( 0.70 ) See accompanying notes 3 SCHOLASTIC CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - UNAUDITED (Dollar amounts in millions) Three months ended August 31, 2022 2021 Net income (loss) $ ( 45.4 ) $ ( 24.4 ) Other comprehensive income (loss), net: Foreign currency translation adjustments ( 9.6 ) ( 5.8 ) Pension and postretirement adjustments (net of tax) 0.0 0.1 Total other comprehensive income (loss), net $ ( 9.6 ) $ ( 5.7 ) Comprehensive income (loss) $ ( 55.0 ) $ ( 30.1 ) Less: Net income (loss) attributable to noncontrolling interest 0.1 ( 0.2 ) Comprehensive income (loss) attributable to Scholastic Corporation $ ( 55.1 ) $ ( 29.9 ) See accompanying notes 4 SCHOLASTIC CORPORATION CONDENSED CONSOLIDATED BALANCE SHEETS - UNAUDITED (Dollar amounts in millions, except per share data) August 31, 2022 May 31, 2022 August 31, 2021 (unaudited) (audited) (unaudited) ASSETS Current Assets: Cash and cash equivalents $ 239.7 $ 316.6 $ 308.6 Accounts receivable, net 242.9 299.4 244.3 Inventories, net 379.1 281.4 298.1 Income tax receivable 40.4 26.8 35.4 Prepaid expenses and other current assets 89.4 68.1 71.7 Assets held for sale — 3.7 — Total current assets 991.5 996.0 958.1 Noncurrent Assets: Property, plant and equipment, net 512.6 517.0 550.6 Prepublication costs, net 53.6 55.5 63.0 Operating lease right-of-use assets, net 77.9 81.9 71.7 Royalty advances, net 57.6 49.2 47.8 Goodwill 124.7 125.3 125.9 Noncurrent deferred income taxes 21.1 21.5 25.1 Other assets and deferred charges 92.7 94.4 83.1 Total noncurrent assets 940.2 944.8 967.2 Total assets $ 1,931.7 $ 1,940.8 $ 1,925.3 LIABILITIES AND STOCKHOLDERS’ EQUITY Current Liabilities: Lines of credit and current portion of long-term debt $ 6.3 $ 6.5 $ 89.5 Accounts payable 208.9 162.3 185.6 Accrued royalties 85.0 61.3 65.8 Deferred revenue 182.6 172.8 125.5 Other accrued expenses 162.6 193.3 168.2 Accrued income taxes 1.7 2.7 3.2 Operating lease liabilities 21.2 20.8 23.8 Total current liabilities 668.3 619.7 661.6 Noncurrent Liabilities: Long-term debt — — — Operating lease liabilities 65.8 69.8 60.0 Other noncurrent liabilities 31.3 32.9 54.1 Total noncurrent liabilities 97.1 102.7 114.1 Commitments and Contingencies (see Note 6) — — — 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, 32.7 , 32.5 , and 32.8 shares, respectively 0.4 0.4 0.4 Additional paid-in capital 629.5 627.0 627.6 Accumulated other comprehensive income (loss) ( 55.0 ) ( 45.4 ) ( 40.4 ) Retained earnings 924.1 976.5 887.0 Treasury stock, at cost: 10.2 , 10.4 and 10.2 shares, respectively ( 334.2 ) ( 341.5 ) ( 326.3 ) Total stockholders’ equity of Scholastic Corporation 1,164.8 1,217.0 1,148.3 Noncontrolling interest 1.5 1.4 1.3 Total stockholders’ equity 1,166.3 1,218.4 1,149.6 Total liabilities and stockholders’ equity $ 1,931.7 $ 1,940.8 $ 1,925.3 See accompanying notes 5 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, 2021 1.7 $ 0.0 32.7 $ 0.4 $ 626.5 $ ( 34.7 ) $ 916.4 $ ( 327.8 ) $ 1,180.8 $ 1.5 $ 1,182.3 Net Income (loss) — — — — — — ( 24.2 ) — ( 24.2 ) ( 0.2 ) ( 24.4 ) Foreign currency translation adjustment — — — — — ( 5.8 ) — — ( 5.8 ) — ( 5.8 ) Pension and post-retirement adjustments (net of tax of $ 0.1 ) — — — — — 0.1 — — 0.1 — 0.1 Stock-based compensation — — — — 1.5 — — — 1.5 — 1.5 Proceeds pursuant to stock-based compensation plans — — — — 0.5 — — — 0.5 — 0.5 Treasury stock issued pursuant to equity-based plans — — 0.1 — ( 0.9 ) — — 1.5 0.6 — 0.6 Dividends ($ 0.15 per share) — — — — — — ( 5.2 ) — ( 5.2 ) — ( 5.2 ) Balance at August 31, 2021 1.7 $ 0.0 32.8 $ 0.4 $ 627.6 $ ( 40.4 ) $ 887.0 $ ( 326.3 ) $ 1,148.3 $ 1.3 $ 1,149.6 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, 2022 1.7 $ 0.0 32.5 $ 0.4 $ 627.0 $ ( 45.4 ) $ 976.5 $ ( 341.5 ) $ 1,217.0 $ 1.4 $ 1,218.4 Net Income (loss) — — — — — — ( 45.5 ) — ( 45.5 ) 0.1 ( 45.4 ) Foreign currency translation adjustment — — — — — ( 9.6 ) — — ( 9.6 ) — ( 9.6 ) Pension and post-retirement adjustments (net of tax of $ 0.1 ) — — — — — 0.0 — — 0.0 — 0.0 Stock-based compensation — — — — 1.7 — — — 1.7 — 1.7 Proceeds pursuant to stock-based compensation plans — — — — 11.6 — — — 11.6 — 11.6 Purchases of treasury stock at cost — — ( 0.1 ) — — — — ( 5.1 ) ( 5.1 ) — ( 5.1 ) Treasury stock issued pursuant to equity-based plans — — 0.3 — ( 10.8 ) — — 12.4 1.6 — 1.6 Dividends ($ 0.20 per share) — — — — — — ( 6.9 ) — ( 6.9 ) — ( 6.9 ) Balance at August 31, 2022 1.7 $ 0.0 32.7 $ 0.4 $ 629.5 $ ( 55.0 ) $ 924.1 $ ( 334.2 ) $ 1,164.8 $ 1.5 $ 1,166.3 See accompanying notes 6 SCHOLASTIC CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS – UNAUDITED (Dollar amounts in millions) Three months ended August 31, August 31, 2022 2021 Cash flows - operating activities: Net income (loss) attributable to Scholastic Corporation $ ( 45.5 ) $ ( 24.2 ) Adjustments to reconcile Net income (loss) to net cash provided by (used in) operating activities: Provision for losses on accounts receivable ( 1.5 ) 1.6 Provision for losses on inventory 4.2 4.5 Provision for losses on royalty advances 0.9 0.9 Amortization of prepublication costs 6.3 6.8 Depreciation and amortization 16.2 16.4 Amortization of pension and postretirement plans ( 0.1 ) ( 0.0 ) Deferred income taxes 0.1 0.0 Stock-based compensation 1.7 1.5 Income from equity-method investments ( 0.1 ) ( 1.1 ) Changes in assets and liabilities, net of amounts acquired: Accounts receivable 54.6 8.1 Inventories ( 105.9 ) ( 35.6 ) Prepaid expenses and other current assets ( 20.8 ) ( 25.1 ) Income tax receivable ( 13.7 ) 53.4 Royalty advances ( 9.7 ) ( 5.2 ) Accounts payable 48.9 48.9 Accrued income taxes ( 0.9 ) 0.3 Accrued royalties 24.5 20.8 Deferred revenue 10.4 26.9 Other accrued expenses ( 28.7 ) ( 32.5 ) Other, net ( 1.2 ) ( 2.8 ) Net cash provided by (used in) operating activities ( 60.3 ) 63.6 Cash flows - investing activities: Prepublication expenditures ( 4.8 ) ( 4.3 ) Additions to property, plant and equipment ( 11.4 ) ( 10.2 ) Net cash provided by (used in) investing activities ( 16.2 ) ( 14.5 ) Cash flows - financing activities: Borrowings under lines of credit, credit agreement and revolving loan 1.2 0.9 Repayments of lines of credit, credit agreement and revolving loan ( 1.3 ) ( 101.3 ) Repayment of capital lease obligations ( 0.6 ) ( 0.6 ) Reacquisition of common stock ( 4.7 ) — Proceeds pursuant to stock-based compensation plans 12.1 0.5 Payment of dividends ( 5.1 ) ( 5.2 ) Other — 0.1 Net cash provided by (used in) financing activities 1.6 ( 105.6 ) Effect of exchange rate changes on cash and cash equivalents ( 2.0 ) ( 1.4 ) Net increase (decrease) in cash and cash equivalents ( 76.9 ) ( 57.9 ) Cash and cash equivalents at beginning of period 316.6 366.5 Cash and cash equivalents at end of period $ 239.7 $ 308.6 See accompanying notes 7 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 2023 relate to the twelve-month period ending May 31, 2023. Noncontrolling Interest The Company owns a 95.0 % majority ownership interest in Make Believe Ideas Limited ("MBI"), a UK-based children's book publishing company. The founder and chief executive officer of MBI retains a 5.0 % noncontrolling ownership interest in MBI. The Company fully consolidated MBI as of the acquisition date, and the 5.0 % noncontrolling interest is classified within stockholder's equity. 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, 2022. 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 Solutions 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. Education channel revenues are generally higher in the fourth quarter. Trade sales can vary throughout the year due to varying release dates of published titles. 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 credit losses • 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 8 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 contractual performance obligations New Accounting Pronouncements There were no new accounting pronouncements issued in the first quarter of fiscal 2023 which would impact the Company. Refer to the Company’s Annual Report on Form 10-K for the fiscal year ended May 31, 2022 for more information on current applicable authoritative guidance and its impact on the Company's financial statements. 2. REVENUES Disaggregated Revenue Data The following table presents the Company’s segment revenues disaggregated by region and domestic channel: Three months ended August 31, 2022 2021 Book Clubs - U.S. $ 6.3 $ 6.8 Book Fairs - U.S. 28.3 16.0 Trade - U.S. 76.2 80.1 Trade - International (1) 13.9 12.9 Total Children's Book Publishing and Distribution $ 124.7 $ 115.8 Education Solutions - U.S. $ 73.2 $ 80.1 Total Education Solutions $ 73.2 $ 80.1 International - Major Markets (2) $ 53.4 $ 47.5 International - Other Markets (3) 11.6 16.4 Total International $ 65.0 $ 63.9 Total Revenues $ 262.9 $ 259.8 (1) Primarily includes foreign rights and certain product sales in the UK. (2) Includes Canada, UK, Australia and New Zealand. (3) Primarily includes markets in Asia. Estimated Returns A liability for expected returns of $ 41.5 , $ 42.2 , and $ 44.9 is recorded within Other accrued expenses as of August 31, 2022, May 31, 2022, and August 31, 2021, respectively. In addition, a return asset of $ 7.8 , $ 5.3 , and $ 4.2 is recorded within Prepaid expenses and other current assets as of August 31, 2022, May 31, 2022, and August 31, 2021, respectively, for the recoverable cost of product estimated to be returned by customers. 9 SCHOLASTIC CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – UNAUDITED (Dollar amounts in millions, except per share data) Deferred Revenue The following table presents further detail regarding the Company's deferred revenue balance as of the dates indicated: August 31, 2022 May 31, 2022 August 31, 2021 Book fairs incentive credits $ 84.4 $ 100.1 $ 52.4 Magazines+ subscriptions 24.7 4.5 21.7 U.S. digital subscriptions 23.8 19.5 21.8 U.S. education-related (1) 16.5 13.6 10.6 Media-related 15.6 15.8 5.6 Stored value cards 9.3 9.4 3.9 Other (2) 8.3 9.9 9.5 Total deferred revenue $ 182.6 $ 172.8 $ 125.5 (1) Primarily includes deferred revenue related to contracts with school districts and professional services. (2) Primarily includes deferred revenue related to various international products and services. The Company's deferred revenue consists of contract liabilities for 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 $ 30.8 and $ 15.3 for the three months ended August 31, 2022 and August 31, 2021, respectively. Allowance for Credit Losses The Company recognizes an allowance for credit losses on customer 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. The Company reviews new information as it becomes available and makes adjustments to the reserves accordingly. 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 included in Accounts Receivable, net on the Condensed Consolidated Balance Sheets: Allowance for Credit Losses Balance as of June 1, 2022 $ 25.9 Current period provision (benefit) ( 1.5 ) Write-offs and other ( 7.0 ) Balance as of August 31, 2022 $ 17.4 3. SEGMENT INFORMATION The Company categorizes its businesses into three reportable segments: Children’s Book Publishing and Distribution, Education Solutions 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 primarily 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. 10 SCHOLASTIC CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – UNAUDITED (Dollar amounts in millions, except per share data) • Education Solutions 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 online reference and non-fiction products for grades prekindergarten to 12 in the United States. This segment is comprised of one operating segment. • International includes the publication and distribution of products and services outside the United States by the Company’s international operations and its export businesses. This segment is comprised of three operating segments. The following table sets forth the Company's revenue and operating income (loss) by segment for the fiscal quarter ended August 31, 2022: Three months ended August 31, 2022 2021 Revenues Children's Book Publishing and Distribution $ 124.7 $ 115.8 Education Solutions 73.2 80.1 International 65.0 63.9 Total $ 262.9 $ 259.8 Operating income (loss) Children's Book Publishing and Distribution $ ( 30.1 ) $ ( 21.7 ) Education Solutions ( 4.3 ) 7.3 International ( 3.5 ) ( 1.7 ) Overhead (1) ( 20.2 ) ( 15.9 ) Total $ ( 58.1 ) $ ( 32.0 ) (1) Overhead includes all domestic corporate amounts not allocated to segments, including expenses and costs related to the management of corporate assets. 4. ASSET WRITE DOWN AND SALE During the first quarter of fiscal 2023, the Company completed the disposition of the direct sales business in Asia. The Company committed to a plan to cease operations and exit the direct sales business in Asia, including the disposition of the Malaysia legal entity, during the fourth quarter of fiscal 2022. Accordingly, the Company wrote down the related assets during fiscal 2022, which were included in the International segment and consisted of accounts receivable, inventory, other current assets and long-lived assets, to their recoverable value of $ 3.7 . The remaining assets, consisting of accounts receivable and inventory, were classified as held for sale and recorded as a current asset on the Company's Condensed Consolidated Balance Sheet as of May 31, 2022. The Company recognized a loss of $ 15.1 in fiscal 2022 which was included in Gain (Loss) on assets held for sale within the Company's Condensed Consolidated Statement of Operations. The impact of the impairment was a loss per basic and diluted share of Class A and Common Stock of $ 0.33 and $ 0.32 , respectively, in the twelve months ended May 31, 2022. 5. DEBT The following table summarizes the carrying value of the Company's debt as of the dates indicated: August 31, 2022 May 31, 2022 August 31, 2021 US Revolving Credit Agreement $ — $ — $ 75.0 Unsecured lines of credit 6.3 6.5 7.4 UK Loans — — 7.1 Total debt $ 6.3 $ 6.5 $ 89.5 Less lines of credit, short-term debt and current portion of long-term debt ( 6.3 ) ( 6.5 ) ( 89.5 ) Total long-term debt $ — $ — $ — The Company's debt obligations as of August 31, 2022 have maturities of one year or less. US Credit Agreement On October 27, 2021, Scholastic Corporation (the “Corporation”) and its principal operating subsidiary, Scholastic Inc., entered into an amended and restated 5-year credit agreement with a syndicate of banks and Bank of America, N.A., as administrative agent (the “Credit Agreement”). The arrangement was accounted for as a debt modification. The revised terms of the amended Credit Agreement include the following: • an increase in borrowing limits to $ 300.0 from $ 250.0 , as amended on December 16, 2020 ; • the elimination of the required securitization of the Company’s inventory and accounts receivable; • an unlimited basket for permitted payments of dividends and other distributions in respect of capital stock so long as the Corporation’s pro forma Consolidated Net Leverage Ratio, as defined, is not in excess of 2.75 :1; • the elimination of a minimum liquidity covenant; • the removal of an interest rate floor; and • the extension of the maturity date to October 27, 2026. The Credit Agreement provides for an unsecured revolving credit facility and allows the Company to borrow, repay or prepay and reborrow at any time prior to the October 27, 2026 maturity date. Under the Credit Agreement, interest on amounts borrowed thereunder is due and payable in arrears on the last day of the interest period (defined as the period commencing on the date of the advance and ending on the last day of the period selected by the Borrower at the time each advance is made). The interest pricing under the Credit Agreement is dependent upon the Borrower’s election of a rate that is either: • 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 plus 1.00 % plus, in each case, an applicable margin ranging from 0.35 % to 0.75 %, as determined by the Company’s prevailing Consolidated Leverage Ratio (as defined in the Credit Agreement); - or - • a Eurodollar Rate equal to the London interbank offered rate (LIBOR), plus an applicable margin ranging from 1.35 % to 1.75 %, as determined by the Company’s prevailing Consolidated Leverage Ratio. As of August 31, 2022, the applicable margin on Base Rate Advances was 0.35 % and the applicable margin on Eurodollar Advances was 1.35 %, both based on the Company’s prevailing Consolidated Leverage Ratio. The Credit Agreement provides for payment of a commitment fee in respect of the aggregate unused amount of revolving credit commitments ranging from 0.20 % per annum to 0.30 % per annum based upon the Corporation’s then prevailing Consolidated Leverage Ratio. As of August 31, 2022, the commitment fee rate was 0.20 %. A portion of the revolving credit facility, up to a maximum of $ 50.0 , is available for the issuance of letters of credit. In addition, a portion of the revolving credit facility, up to a maximum of $ 15.0 , is available for swingline loans. The Credit Agreement has an accordion feature which permits the Company, provided certain conditions are satisfied, to increase the facility by up to an additional $ 150.0 . As of August 31, 2022, the Company had no outstanding borrowings under the Credit Agreement. The Credit Agreement contains certain financial covenants related to leverage and interest coverage ratios (as defined in the Credit Agreement), limitations on the amount of dividends and other distributions, and other limitations on fundamental changes to the Corporation or its business. The Company was in compliance with required covenants for all periods presented. At August 31, 2022, the Company had open standby letters of credit totaling $ 4.1 issued under certain credit lines, including $ 0.4 under the Credit Agreement and $ 3.7 under the domestic credit lines discussed below. UK Loan Agreements On January 24, 2020, Scholastic Limited UK entered into a term loan facility to fund the construction of the new UK facility in Warwickshire. The term loan facility was repaid and closed on March 31, 2022. As of August 31, 2021, the Company had $ 4.3 outstanding on the loan. On September 23, 2019, Scholastic Limited UK entered into a term loan agreement to borrow £ 2.0 to fund a land purchase in connection with the construction of the new UK facility in Warwickshire. The loan agreement was repaid and closed on May 12, 2022. As of August 31, 2021, the Company had $ 2.8 outstanding on the loan. Lines of Credit As of August 31, 2022, the Company’s domestic credit lines available under unsecured money market bid rate credit lines totaled $ 10.0 . There were no outstanding borrowings under these credit lines as of August 31, 2022, May 31, 2022 and August 31, 2021. As of August 31, 2022, availability under these unsecured money market bid rate credit lines totaled $ 6.3 . All loans made under these credit lines are at the sole discretion of the lender and at an interest rate and term agreed to at the time each loan is made, but not to exceed 365 days. These credit lines may be renewed, if requested by the Company, at the option of the lender. As of August 31, 2022, the Company had various local currency international credit lines totaling $ 26.4 underwritten by banks primarily in the United States, Canada and the United Kingdom. Outstanding borrowings under these facilities were $ 6.3 at August 31, 2022 at a weighted average interest rate of 5.8 %, $ 6.5 at May 31, 2022 at a weighted average interest rate of 5.4 %, and $ 7.4 at August 31, 2021 at a weighted average interest rate of 4.8 %. As of August 31, 2022, the amounts available under these facilities totaled $ 20.1 . These credit lines are typically available for overdraft borrowings or loans up to 364 days and may be renewed, if requested by the Company, at the sole option of the lender. 6. COMMITMENTS AND CONTINGENCIES Legal Matters Various claims and lawsuits arising in the normal course of business are pending against the Company. The Company accrues a liability for such matters when it is probable that a liability has occurred and the amount of such liability can be reasonably estimated. When only a range can be estimated, the most probable amount in the range is accrued unless no amount within the range is a better estimate than any other amount, in which case the minimum amount in the range is accrued. Legal costs associated with litigation are expensed in the period in which they are incurred. The Company does not expect, in the case of those various claims and lawsuits arising in the normal course of business where a loss is considered probable or reasonably possible, that the reasonably possible losses from such claims and lawsuits (either individually or in the aggregate) would have a material adverse effect on the Company’s consolidated financial position or results of operations. During the first quarter of fiscal 2022, the Company received $ 6.6 in recoveries from its insurance programs related to an intellectual property legal settlement, which was accrued in fiscal 2021. The recoveries were recognized as an offset to the legal settlement and reflected in Selling, general and administrative expenses in the Company's Condensed Consolidated Statement of Operations for the quarter ended August 31, 2021. While the Company expects to receive additional recoveries from its insurance programs, it is premature to determine with any level of probability or accuracy the amount of those recoveries at this time. 11 SCHOLASTIC CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – UNAUDITED (Dollar amounts in millions, except per share data) 7. EARNINGS (LOSS) PER SHARE The following table summarizes the reconciliation of the numerators and denominators for the basic and diluted earnings (loss) per share computation for the periods indicated: Three months ended August 31, 2022 2021 Net income (loss) attributable to Class A and Common Stockholders $ ( 45.5 ) $ ( 24.2 ) Weighted average Shares of Class A Stock and Common Stock outstanding for basic earnings (loss) per share (in millions) 34.3 34.4 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) 34.3 34.4 Earnings (loss) per share of Class A Stock and Common Stock: Basic $ ( 1.33 ) $ ( 0.70 ) Diluted $ ( 1.33 ) $ ( 0.70 ) * The Company experienced a net loss for all periods presented and therefore did not report any dilutive share impact. The Company experienced a loss for the three month periods ended August 31, 2022 and August 31, 2021 and therefore did not allocate any loss to certain participating restricted stock units. The following table sets forth options outstanding pursuant to stock-based compensation plans as of the dates indicated: August 31, 2022 August 31, 2021 Options outstanding pursuant to stock-based compensation plans (in millions) 3.3 4.9 There are no potentially anti-dilutive shares pursuant to stock-based compensation plans as of August 31, 2022. A portion of the Company’s Restricted Stock Units ("RSUs"), which are granted to employees, participate in earnings through cumulative dividends. These dividends are payable and non-forfeitable to the employees upon vesting of the RSUs. Accordingly, the Company measures earnings per share based upon the lower of the Two-class method or the Treasury Stock method. As of August 31, 2022, $ 28.8 remained available for future purchases of common shares under the repurchase authorization of the Board of Directors (the "Board") in effect on that date. See Note 12, Treasury Stock, for a more complete description of the Company’s share buy-back program. 8. GOODWILL AND OTHER INTANGIBLES The Company assesses goodwill and other intangible assets with indefinite lives for impairment annually or more frequently if indicators arise. The Company monitors impairment indicators in light of changes in market conditions, near and long-term demand for the Company’s products and other relevant factors. 12 SCHOLASTIC CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – UNAUDITED (Dollar amounts in millions, except per share data) The following table summarizes the activity in Goodwill for the periods indicated: August 31, 2022 May 31, 2022 August 31, 2021 Gross beginning balance $ 164.9 $ 165.9 $ 165.9 Accumulated impairment ( 39.6 ) ( 39.6 ) ( 39.6 ) Beginning balance $ 125.3 $ 126.3 $ 126.3 Foreign currency translation ( 0.6 ) ( 1.0 ) ( 0.4 ) Ending balance $ 124.7 $ 125.3 $ 125.9 There were no impairment charges related to Goodwill in any of the periods presented. The following table summarizes the activity in other intangibles included in Other assets and deferred charges on the Company’s Financial Statements for the periods indicated: August 31, 2022 May 31, 2022 August 31, 2021 Beginning balance - Other intangibles subject to amortization $ 6.0 $ 8.4 $ 8.4 Amortization expense ( 0.5 ) ( 2.0 ) ( 0.5 ) Foreign currency translation ( 0.2 ) ( 0.4 ) ( 0.1 ) Total other intangibles subject to amortization, net of accumulated amortization of $ 34.8 , $ 34.3 and $ 32.8 , respectively $ 5.3 $ 6.0 $ 7.8 Total other intangibles not subject to amortization $ 2.1 $ 2.1 $ 2.1 Total other intangibles $ 7.4 $ 8.1 $ 9.9 There were no additions to intangible assets within the three months ended August 31, 2022 and August 31, 2021. Intangible assets with indefinite lives consist principally of trademark and tradename rights. Intangible assets with definite lives consist principally of customer lists, intellectual property, tradenames and other agreements. Intangible assets with definite lives are amortized over their estimated useful lives. The weighted-average remaining useful lives of all amortizable intangible assets is approximately 4.2 years. There were no impairment charges related to Intangible assets in any of the periods presented. 9. INVESTMENTS Investments are included in Other assets and deferred charges on the Condensed Consolidated Balance Sheets. The following table summarizes the Company’s investments as of the dates indicated: August 31, 2022 May 31, 2022 August 31, 2021 Segment Equity method investments $ 28.7 $ 31.0 $ 34.4 International Other equity investments 6.0 6.0 6.0 Children's Book Publishing & Distribution Total Investments $ 34.7 $ 37.0 $ 40.4 The Company’s 26.2 % equity interest in a children’s book publishing business located in the UK is accounted for using the equity method of accounting. Equity method income from this investment is reported in the International segment. The Company has a 4.6 % ownership interest in a financing and production company that makes film, television, and digital programming designed for the youth market. This equity investment does not have a readily determinable fair value and the Company has elected to apply the measurement alternative and report this investment at cost, less impairment on the Company's Condensed Consolidated Balance Sheets. There have been no impairments or adjustments to the carrying value of this investment. 13 SCHOLASTIC CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – UNAUDITED (Dollar amounts in millions, except per share data) Income from equity investments is reported in Selling, general and administrative expenses in the Condensed Consolidated Statements of Operations and totaled $ 0.1 and $ 1.1 for the three months ended August 31, 2022 and August 31, 2021, respectively . 10. EMPLOYEE BENEFIT PLANS The following table sets forth the components of net periodic benefit cost for the periods indicated under the Company’s defined benefit pension plan of Scholastic Ltd., an indirect subsidiary of Scholastic Corporation located in the United Kingdom (the “UK Pension Plan”), and the postretirement benefits plan, consisting of certain healthcare and life insurance benefits provided by the Company to its eligible retired United States-based employees (the “US Postretirement Benefits”), for the periods indicated: UK Pension Plan US Postretirement Benefits Three months ended Three months ended August 31, August 31, 2022 2021 2022 2021 Components of net periodic benefit cost: Interest cost $ 0.3 $ 0.2 $ 0.1 $ 0.1 Expected return on assets ( 0.3 ) ( 0.3 ) — — Amortization of prior service (credit) loss 0.0 0.0 ( 0.2 ) ( 0.2 ) Amortization of net actuarial (gain) loss 0.1 0.2 — 0.0 Total $ 0.1 $ 0.1 $ ( 0.1 ) $ ( 0.1 ) Actuarial gains and losses are amortized using a corridor approach. The gain or loss corridor is equal to 10% of the greater of the projected benefit obligation and the market-related value of assets. Gains and losses in excess of the corridor are amortized over the future working lifetime. The Company’s funding practice with respect to the UK Pension Plan is to contribute on an annual basis at least the minimum amounts required by applicable law. For the three months ended August 31, 2022, the Company contributed $ 0.3 to the UK Pension Plan. The Company expects, based on actuarial calculations, to contribute cash of approximately $ 1.1 to the UK Pension Plan for the fiscal year ending May 31, 2023. 11. STOCK-BASED COMPENSATION The following table summarizes stock-based compensation expense included in Selling, general and administrative expenses for the periods indicated: Three months ended August 31, 2022 2021 Stock option expense $ 0.6 $ 0.7 Restricted stock unit expense 1.0 0.7 Management stock purchase plan 0.0 0.0 Employee stock purchase plan 0.1 0.1 Total stock-based compensation expense $ 1.7 $ 1.5 The following table sets forth Common Stock issued pursuant to stock-based compensation plans for the periods indicated: Three months ended August 31, 2022 2021 Common Stock issued pursuant to stock-based compensation plans (in millions) 0.3 0.1 14 SCHOLASTIC CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – UNAUDITED (Dollar amounts in millions, except per share data) 12. TREASURY STOCK The Board has authorized the Company to repurchase Common Stock, from time to time as conditions allow, on the open market or through privately negotiated transactions. The table below represents the Board authorization at the dates indicated: Authorization Amount March 2020 50.0 Total current Board authorization at June 1, 2022 $ 50.0 Less repurchases made under this authorization $ ( 21.2 ) Remaining Board authorization at August 31, 2022 $ 28.8 Remaining Board authorization at August 31, 2022 represents the amount remaining under the current $ 50.0 Board authorization for Common share repurchases announced on March 18, 2020, which is available for further repurchases, from time to time as conditions allow, on the open market or through privately negotiated transactions. Repurchases of the Company's Common Stock were $ 5.1 during the three months ended August 31, 2022. The Company's repurchase program may be suspended at any time without prior notice. 13. ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) The following tables summarize the activity in Accumulated other comprehensive income (loss), net of tax, by component, for the periods indicated: Three months ended August 31, 2022 Foreign currency translation adjustments Retirement benefit plans Total Beginning balance at June 1, 2022 $ ( 44.6 ) $ ( 0.8 ) $ ( 45.4 ) Other comprehensive income (loss) before reclassifications ( 9.6 ) — ( 9.6 ) Less amount reclassified from Accumulated other comprehensive income (loss): Amortization of net actuarial loss (net of tax of $ 0.0 ) — 0.1 0.1 Amortization of prior service (credit) cost (net of tax of $ 0.1 ) — ( 0.1 ) ( 0.1 ) Other comprehensive income (loss) ( 9.6 ) 0.0 ( 9.6 ) Ending balance at August 31, 2022 $ ( 54.2 ) $ ( 0.8 ) $ ( 55.0 ) Three months ended August 31, 2021 Foreign currency translation adjustments Retirement benefit plans Total Beginning balance at June 1, 2021 $ ( 30.1 ) $ ( 4.6 ) $ ( 34.7 ) Other comprehensive income (loss) before reclassifications ( 5.8 ) — ( 5.8 ) Less amount reclassified from Accumulated other comprehensive income (loss): Amortization of net actuarial loss (net of tax of $ 0.0 ) — 0.2 0.2 Amortization of prior service (credit) cost (net of tax of $ 0.1 ) — ( 0.1 ) ( 0.1 ) Other comprehensive income (loss) ( 5.8 ) 0.1 ( 5.7 ) Ending balance at August 31, 2021 $ ( 35.9 ) $ ( 4.5 ) $ ( 40.4 ) 15 SCHOLASTIC CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – UNAUDITED (Dollar amounts in millions, except per share data) The following table presents the impact on earnings of reclassifications out of Accumulated other comprehensive income (loss) for the periods indicated: Three months ended Condensed Consolidated Statements of Operations line item August 31, August 31, 2022 2021 Employee benefit plans: Amortization of net actuarial loss $ 0.1 $ 0.2 Other components of net periodic benefit (cost) Amortization of prior service (credit) loss ( 0.2 ) ( 0.2 ) Other components of net periodic benefit (cost) Less: Tax effect 0.1 0.1 Provision (benefit) for income taxes Total cost, net of tax $ 0.0 $ 0.1 14. FAIR VALUE MEASUREMENTS The Company determines the appropriate level in the fair value hierarchy for each fair value measurement of assets and liabilities carried at fair value on a recurring basis in the Company’s financial statements. The fair value hierarchy prioritizes the inputs, which refer to assumptions that market participants would use in pricing an asset or liability, based upon the highest and best use, into three levels as follows: • 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, inputs other than quoted prices that are observable for the asset or liability and inputs derived principally from or corroborated by observable market 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. The Company’s financial assets and liabilities measured at fair value consisted of cash and cash equivalents, debt and foreign currency forward contracts. Cash and cash equivalents are comprised of bank deposits and short-term investments, such as money market funds, the fair value of which is based on quoted market prices, a Level 1 fair value measure. The Company employs Level 2 fair value measurements for the disclosure of the fair value of its various lines of credit and long term debt. The fair value of the Company's debt approximates the carrying value for all periods presented. The fair values of foreign currency forward contracts, used by the Company to manage the impact of foreign exchange rate changes, are based on quotations from financial institutions, a Level 2 fair value measure. Non-financial assets for which the Company employs fair value measures on a non-recurring basis include: • Long-lived assets, including held for sale • Operating lease right-of-use (ROU) assets • Investments • Assets acquired in a business combination • Impairment assessment of goodwill and intangible assets Level 2 and Level 3 inputs are employed by the Company in the fair value measurement of these assets. For the fair value measurements employed by the Company for certain property, plant and equipment, investments and prepublication assets, the Company assessed future expected cash flows attributable to these assets. See Note 9, Investments, for a more complete description of the fair value measurements employed. 16 SCHOLASTIC CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – UNAUDITED (Dollar amounts in millions, except per share data) 15. INCOME TAXES AND OTHER TAXES Tax Legislation Updates In response to the COVID-19 pandemic, the U.S. government enacted the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”). The Company applied the provisions in the CARES Act related to the carry back of net operating losses and the Employee Retention Credit. In fiscal 2021, the Company applied for employee retention credits in the U.S. and the related receivable was $ 12.1 as of August 31, 2022. During the first quarter of fiscal 2022, the Company received a federal tax refund of $ 63.1 primarily related to the carry back of net operating losses generated in the U.S. Income Taxes In calculating the provision for income taxes on an interim basis, the Company uses an estimate of the annual effective tax rate based upon currently known facts and circumstances and applies that rate to its year-to-date earnings or losses. The Company’s effective tax rate is based on expected income and statutory tax rates and takes into consideration permanent differences between financial statement and tax return income applicable to the Company in the various jurisdictions in which the Company operates. The effect of discrete items, such as changes in estimates, changes in rates or tax status, and unusual or infrequently occurring events, is recognized in the interim period in which the discrete item occurs. The accounting estimates used to compute the provision for income taxes may change as new events occur, additional information is obtained or as the result of new judicial interpretations or regulatory or tax law changes. The Company's interim effective tax rate, inclusive of discrete items, for the three months ended August 31, 2022 was 21.6 % compared to 26.7 % for the prior fiscal year period. The decrease in the interim effective tax rate for the three months ended August 31, 2022 was primarily due to tax shortfalls related to vested option cancellations in the current fiscal year quarter. The Company, including its domestic subsidiaries, files a consolidated U.S. income tax return, and also files tax returns in various states and other local jurisdictions. Also, certain subsidiaries of the Company file income tax returns in foreign jurisdictions. The Company is routinely audited by various tax authorities. The IRS is substantially complete with the examination of the U.S. income tax returns for the fiscal 2015 through fiscal 2020 tax years. The examination is expected to be finalized in the third quarter of fiscal 2023 and the Company does not expect any additional impact to the financial results. As of August 31, 2022, there was approximately $ 20.0 in receivables from the IRS related to the years under audit included in Income tax receivable in the Company’s Condensed Consolidated Balance Sheet for that period. Non-income Taxes The Company is subject to tax examinations for sales-based taxes. A number of these examinations are ongoing and, in certain cases, have resulted in assessments from taxing authorities. The Company assesses sales tax contingencies for each jurisdiction in which it operates, considering all relevant facts including statutes, regulations, case law and experience. Where a sales tax liability with respect to a jurisdiction is probable and can be reliably estimated for such jurisdiction, the Company has made accruals for these matters which are reflected in the Company’s Condensed Consolidated Financial Statements. These amounts are included in the Financial Statements in Selling, general and administrative expenses. Future developments relating to the foregoing could result in adjustments being made to these accruals. 16. DERIVATIVES AND HEDGING The Company enters into foreign currency derivative contracts to economically hedge the exposure to foreign currency fluctuations associated with the forecasted purchase of inventory, the foreign exchange risk associated with certain receivables denominated in foreign currencies and certain future commitments for foreign expenditures. These derivative contracts are economic hedges and are not designated as cash flow hedges. The Company marks-to-market these instruments and records the changes in the fair value of these items in Selling, general and administrative expenses and recognizes the unrealized gain or loss in Other current assets or Other current liabilities. The notional values of the contracts as of August 31, 2022 and August 31, 2021 were 17 SCHOLASTIC CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – UNAUDITED (Dollar amounts in millions, except per share data) $ 21.3 and $ 26.8 , respectively. A net unrealized gain of $ 0.6 and a net unrealized loss of less than $ 0.1 were recognized for the three months ended August 31, 2022 and August 31, 2021, respectively. 17. OTHER ACCRUED EXPENSES Other accrued expenses consisted of the following as of the dates indicated: August 31, 2022 May 31, 2022 August 31, 2021 Accrued payroll, payroll taxes and benefits $ 36.8 $ 32.2 $ 35.1 Accrued bonus and commissions 12.2 44.2 12.1 Returns liability 41.5 42.2 44.9 Accrued other taxes 21.1 26.8 25.3 Accrued advertising and promotions 9.9 10.3 13.5 Other accrued expenses 41.1 37.6 37.3 Total accrued expenses $ 162.6 $ 193.3 $ 168.2 18. SUBSEQUENT EVENTS On September 1, 2022, the Company acquired 100 % of the share capital of Learning Ovations Inc., a U.S.-based education technology business and developer of a literacy assessment and instructional system, for a base purchase price of $ 11.0 , subject to purchase price adjustments. The results of operations of this business subsequent to the acquisition will be included in the Education Solutions segment. The Board declared a quarterly cash dividend of $ 0.20 per share on the Company’s Class A and Common Stock for the second quarter of fiscal 2023. The dividend is payable on December 15, 2022 to shareholders of record as of the close of business on October 31, 2022. 18 SCHOLASTIC CORPORATION