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1. Basis of Presentation
Principles of consolidation
The accompanying condensed consolidated financial statements 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. These financial statements have not been audited but reflect those adjustments consisting of normal recurring items that management considers necessary for a fair presentation of financial position, results of operations and cash flows. These financial statements should be read in conjunction with the consolidated financial statements and related notes in the Annual Report on Form 10-K for the fiscal year ended May 31, 2010 (the “Annual Report”).
The Company’s fiscal year is not a calendar year. Accordingly, references in this document to fiscal 2010 relate to the twelve month period ended May 31, 2010.
Discontinued Operations
The Company closed or sold several operations during fiscal 2008, 2009 and 2010 and presently holds for sale one operation. All of these businesses are classified as discontinued operations in the Company’s financial statements.
The remaining assets and liabilities associated with the foregoing discontinued businesses or operations are presented in the Company’s condensed consolidated balance sheets as “Current assets of discontinued operations” and “Current liabilities of discontinued operations” as of February 28, 2011, May 31, 2010 and February 28, 2010. The aggregate results of operations of these businesses for the three and nine months ended February 28, 2011 and 2010 are included in the condensed consolidated statements of operations as “Earnings (loss) from discontinued operations, net of tax.” The aggregate cash flows of these businesses are also presented separately in the Company’s consolidated statements of cash flows for the nine months ended February 28, 2011 and 2010. All corresponding prior year periods presented in the Company’s condensed consolidated financial statements and accompanying notes have been reclassified to reflect the discontinued operations presentation.
During the first quarter of fiscal 2011, the Company determined that its distribution facility in Danbury, Connecticut (the “Danbury Facility”) was no longer “held for sale.” Accordingly, the assets, liabilities and results of operations of the Danbury Facility are included in continuing operations for all periods presented.
Seasonality
The Company’s school-based book clubs, school-based book fairs and most of its magazines 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 book club and book fair revenues are greatest in the second and fourth quarters of the fiscal year, while revenues from the sale of instructional materials and educational technology products are highest in the first and fourth quarters. The Company typically experiences losses from operations in the first and third quarters of each fiscal year. Due to the seasonal fluctuations that occur, the February 28, 2010 condensed consolidated balance sheet is included for comparative purposes.
Use of estimates
The Company’s condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States and with the instructions to Form 10-Q and Regulation S-X. The preparation of these financial statements involves the use of estimates and assumptions by management, which affects the amounts reported in the condensed consolidated 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 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 calculations, including, but not limited to: collectability of accounts receivable; sales
returns; gross margin rates used to determine inventory values; gross profits for book fair operations during interim periods; amortization periods; stock-based compensation expense; pension and other post-retirement obligations; taxes; recoverability of inventories, deferred income taxes and tax reserves, prepublication costs and royalty advances; and the fair value of goodwill reporting units and other intangibles.
Restricted Cash
The condensed consolidated balance sheets include restricted cash of $1.1, $0.0 and $0.0 as of February 28, 2011, May 31, 2010 and February 28, 2010, respectively, which is reported in “Other current assets.” This restricted cash was acquired with the assets of Math Solutions. See Note 2, “Acquisition and Land Purchase,” for a further description of the acquisition.
New Accounting Pronouncements
In October 2009, the Financial Accounting Standards Board (the “FASB”) issued an update to authoritative guidance on the revenue recognition related to multiple deliverable revenue arrangements. The guidance addresses the accounting for multiple-deliverable arrangements to enable vendors to account for products or services (deliverables) separately rather than as a combined unit. Vendors often provide multiple products or services to their customers. Those deliverables often are provided at different points in time or over different time periods. The current authoritative guidance establishes the accounting and reporting guidance for arrangements under which the vendor will perform multiple revenue-generating activities. Specifically, this guidance addresses how to separate deliverables and how to measure and allocate arrangement consideration to one or more units of accounting. This guidance will be effective prospectively for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010. Early adoption is permitted. The Company has not chosen early adoption and is evaluating the impact on the Company’s consolidated financial position, results of operations and cash flows.
In October 2009, the FASB issued an update to authoritative guidance related to certain revenue arrangements that include software elements. The accounting guidance update addresses the accounting revenue arrangements that contain tangible products and software and it affects vendors that sell or lease tangible products in an arrangement that contains software that is more than incidental to the tangible product as a whole. The update clarifies what guidance should be used in allocating and measuring revenue. Tangible products containing software components and non-software components that function together to deliver the tangible product’s essential functionality are no longer within the scope of the software recognition guidance “Software – Revenue Recognition.” The amendment requires that hardware components of a tangible product containing software components always be excluded from the software revenue guidance. This guidance will be effective prospectively for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010. Early adoption is permitted. The Company has not chosen early adoption and is evaluating the update. The Company does not expect a significant impact on its consolidated financial position, results of operations and cash flows.
In December 2010, the FASB issued an update to the authoritative guidance on the two-step testing required for impairment of goodwill and other intangible assets. When a goodwill impairment test is performed (either on an annual or interim basis), an entity must assess whether the carrying amount of a reporting unit exceeds its fair value. If it does, an entity must perform an additional test to determine whether goodwill has been impaired and to calculate the amount of that impairment. The amendments in this update modify Step 1 of the goodwill impairment test for reporting units with zero or negative carrying amounts. For those reporting units, an entity is required to perform Step 2 of the goodwill impairment test if it is more likely than not that a goodwill impairment exists. In determining whether it is more likely than not that an impairment of goodwill exists, an entity should consider whether there are any adverse qualitative factors indicating that impairment may exist. The amendments in this update are effective for fiscal years, and interim periods within those years, beginning on or after December 15, 2010. Early adoption is not permitted. The Company is evaluating the impact on its consolidated financial position and results of operations.
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2. Acquisition and Land Purchase
On September 9, 2010, the Company purchased the assets of Math Solutions, an education resources and professional development company focusing on K-12 math instruction, for $8.0, net of cash acquired. The Company has integrated this business with its existing educational technology businesses. As a result of this transaction, the Company recognized $1.5 of goodwill and $5.6 of amortizable intangible assets.
Transaction costs of $0.4 were expensed in fiscal 2011 and are included in “Other (expense) income” on the Company’s condensed consolidated statements of operations. The results of operations of this acquisition subsequent to the acquisition date are included in the Educational Publishing segment.
In the second quarter of fiscal 2011, the Company purchased the land on which its corporate headquarters are located for $24.3 and also satisfied capital lease obligations on this property of $1.3.
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3. Discontinued Operations
The Company monitors the expected cash proceeds to be realized from the disposition of discontinued operations’ assets, and adjusts asset values accordingly.
The Company continuously evaluates its portfolio of businesses for both impairment and economic viability. The Company did not cease any additional operations or classify any additional operations as “held for sale” during the nine-month period ended February 28, 2011. During the first quarter of fiscal 2011, the Company determined that the Danbury Facility was no longer “held for sale.” Accordingly, the assets, liabilities and results of operations of the Danbury Facility are included in continuing operations for all periods presented.
During the second quarter of fiscal 2011, the Company began the process of settling the pension plan of Grolier Limited, a Canadian entity in the continuities business. Losses related to the recognition of prior service costs associated with the portion of the settlement completed in the current fiscal year are reflected in the table below. See Note 10, “Employee Benefit Plans,” for further details pertaining to the settlement.
The following table summarizes the operating results of the discontinued operations for the periods indicated:
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Three months ended |
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Nine months ended |
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2011 |
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2010 |
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2011 |
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2010 |
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Revenues |
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$ |
— |
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$ |
— |
|
$ |
— |
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$ |
2.4 |
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Loss on sale |
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— |
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— |
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— |
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(1.1 |
) |
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Earnings (loss) before income taxes |
|
|
0.2 |
|
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(1.5 |
) |
|
(3.3 |
) |
|
0.4 |
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Income tax benefit (expense) |
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— |
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0.2 |
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0.5 |
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(0.3 |
) |
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Earnings (loss) from discontinued operations, net of tax |
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$ |
0.2 |
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$ |
(1.3 |
) |
$ |
(2.8 |
) |
$ |
(1.0 |
) |
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The following table sets forth the assets and liabilities of the discontinued operations included in the condensed consolidated balance sheets of the Company as of the dates indicated:
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February 28, 2011 |
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May 31, 2010 |
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February 28, 2010 |
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Accounts receivable, net |
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$ |
— |
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$ |
3.7 |
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$ |
7.0 |
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Other assets |
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9.2 |
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9.2 |
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9.3 |
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Current assets of discontinued operations |
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$ |
9.2 |
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$ |
12.9 |
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$ |
16.3 |
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Accounts payable |
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$ |
— |
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$ |
— |
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$ |
0.2 |
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Accrued expenses and other liabilities |
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|
0.6 |
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|
2.9 |
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1.4 |
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Current liabilities of discontinued operations |
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$ |
0.6 |
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$ |
2.9 |
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$ |
1.6 |
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4. Segment Information
The Company categorizes its businesses into four reportable segments: Children’s Book Publishing and Distribution; Educational Publishing; Media, Licensing and Advertising; and International. This classification reflects the nature of products and services consistent with the method by which the Company’s chief operating decision-maker assesses operating performance and allocates resources.
• Children’s Book Publishing and Distribution operates as an integrated business which includes the publication and distribution of children’s books, media and interactive products in the United States through school-based book clubs and book fairs and the trade channel. This segment is comprised of three operating segments.
• Educational Publishing includes the production and/or publication and distribution to schools and libraries of educational technology products and services, curriculum materials, children’s books, classroom magazines 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.
• Media, Licensing and Advertising includes the production and/or distribution of media, consumer promotions and merchandising and advertising revenue, including sponsorship programs. 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 two operating segments.
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Children’s Book |
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Educational |
|
Media, |
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Overhead(2) |
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Total |
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International |
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Total |
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Three months ended |
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Revenues |
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$ |
193.0 |
|
$ |
81.3 |
|
$ |
24.3 |
|
$ |
— |
|
$ |
298.6 |
|
$ |
95.1 |
|
$ |
393.7 |
|
|
Bad debt expense |
|
|
4.7 |
|
|
1.0 |
|
|
0.1 |
|
|
— |
|
|
5.8 |
|
|
0.9 |
|
|
6.7 |
|
|
Depreciation and amortization(3) |
|
|
4.1 |
|
|
0.6 |
|
|
— |
|
|
8.3 |
|
|
13.0 |
|
|
1.5 |
|
|
14.5 |
|
|
Amortization(4) |
|
|
3.2 |
|
|
5.2 |
|
|
1.8 |
|
|
— |
|
|
10.2 |
|
|
0.6 |
|
|
10.8 |
|
|
Royalty advances expensed |
|
|
5.0 |
|
|
0.2 |
|
|
0.1 |
|
|
— |
|
|
5.3 |
|
|
0.9 |
|
|
6.2 |
|
|
Segment operating loss |
|
|
(9.2 |
) |
|
(2.7 |
) |
|
(5.7 |
) |
|
(12.9 |
) |
|
(30.5 |
) |
|
(1.4 |
) |
|
(31.9 |
) |
|
Expenditures for long-lived assets including royalty advances |
|
|
8.6 |
|
|
9.2 |
|
|
1.6 |
|
|
5.7 |
|
|
25.1 |
|
|
1.6 |
|
|
26.7 |
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Three months ended |
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Revenues |
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$ |
192.1 |
|
$ |
88.0 |
|
$ |
30.0 |
|
$ |
— |
|
$ |
310.1 |
|
$ |
88.7 |
|
$ |
398.8 |
|
|
Bad debt expense |
|
|
2.0 |
|
|
0.2 |
|
|
0.1 |
|
|
— |
|
|
2.3 |
|
|
0.6 |
|
|
2.9 |
|
|
Depreciation and amortization(3) |
|
|
3.4 |
|
|
0.7 |
|
|
0.1 |
|
|
8.5 |
|
|
12.7 |
|
|
1.5 |
|
|
14.2 |
|
|
Amortization(4) |
|
|
3.2 |
|
|
6.0 |
|
|
2.2 |
|
|
— |
|
|
11.4 |
|
|
0.9 |
|
|
12.3 |
|
|
Royalty advances expensed |
|
|
4.9 |
|
|
0.2 |
|
|
0.2 |
|
|
— |
|
|
5.3 |
|
|
1.3 |
|
|
6.6 |
|
|
Segment operating income (loss) |
|
|
6.9 |
|
|
8.3 |
|
|
(1.5 |
) |
|
(14.0 |
) |
|
(0.3 |
) |
|
(0.2 |
) |
|
(0.5 |
) |
|
Expenditures for long-lived assets including royalty advances |
|
|
8.0 |
|
|
7.8 |
|
|
1.5 |
|
|
8.0 |
|
|
25.3 |
|
|
3.6 |
|
|
28.9 |
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Children’s Book |
|
Educational |
|
Media, |
|
Overhead(2) |
|
Total |
|
International |
|
Total |
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Nine months ended |
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Revenues |
|
$ |
653.2 |
|
$ |
301.5 |
|
$ |
82.7 |
|
$ |
— |
|
$ |
1,037.4 |
|
$ |
322.9 |
|
$ |
1,360.3 |
|
|
Bad debt expense |
|
|
9.0 |
|
|
1.0 |
|
|
0.2 |
|
|
— |
|
|
10.2 |
|
|
2.4 |
|
|
12.6 |
|
|
Depreciation and amortization(3) |
|
|
11.6 |
|
|
2.0 |
|
|
0.5 |
|
|
25.2 |
|
|
39.3 |
|
|
4.1 |
|
|
43.4 |
|
|
Amortization(4) |
|
|
9.5 |
|
|
18.7 |
|
|
5.1 |
|
|
— |
|
|
33.3 |
|
|
2.0 |
|
|
35.3 |
|
|
Asset impairments |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
Royalty advances expensed |
|
|
13.3 |
|
|
0.6 |
|
|
0.3 |
|
|
— |
|
|
14.2 |
|
|
2.3 |
|
|
16.5 |
|
|
Segment operating income (loss) |
|
|
36.5 |
|
|
36.8 |
|
|
(3.9 |
) |
|
(41.1 |
) |
|
28.3 |
|
|
21.7 |
|
|
50.0 |
|
|
Segment assets at February 28, 2011 |
|
|
483.6 |
|
|
297.8 |
|
|
42.0 |
|
|
433.5 |
|
|
1,256.9 |
|
|
288.1 |
|
|
1,545.0 |
|
|
Goodwill at February 28, 2011 |
|
|
54.3 |
|
|
89.9 |
|
|
5.4 |
|
|
— |
|
|
149.6 |
|
|
8.7 |
|
|
158.3 |
|
|
Expenditures for long-lived assets including royalty advances |
|
|
29.5 |
|
|
31.7 |
|
|
5.8 |
|
|
42.6 |
|
|
109.6 |
|
|
8.7 |
|
|
118.3 |
|
|
Long-lived assets at February 28, 2011 |
|
|
177.9 |
|
|
178.9 |
|
|
19.5 |
|
|
247.2 |
|
|
623.5 |
|
|
74.4 |
|
|
697.9 |
|
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|
Nine months ended |
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Revenues |
|
$ |
637.1 |
|
$ |
359.3 |
|
$ |
82.9 |
|
$ |
— |
|
$ |
1,079.3 |
|
$ |
295.2 |
|
$ |
1,374.5 |
|
|
Bad debt expense |
|
|
4.4 |
|
|
1.4 |
|
|
0.1 |
|
|
— |
|
|
5.9 |
|
|
3.5 |
|
|
9.4 |
|
|
Depreciation and amortization(3) |
|
|
10.3 |
|
|
2.3 |
|
|
0.5 |
|
|
26.1 |
|
|
39.2 |
|
|
4.5 |
|
|
43.7 |
|
|
Amortization(4) |
|
|
8.7 |
|
|
19.4 |
|
|
6.4 |
|
|
— |
|
|
34.5 |
|
|
2.1 |
|
|
36.6 |
|
|
Asset impairments |
|
|
— |
|
|
36.3 |
|
|
— |
|
|
— |
|
|
36.3 |
|
|
3.8 |
|
|
40.1 |
|
|
Royalty advances expensed |
|
|
14.5 |
|
|
0.4 |
|
|
0.6 |
|
|
— |
|
|
15.5 |
|
|
3.1 |
|
|
18.6 |
|
|
Segment operating income (loss) |
|
|
67.2 |
|
|
45.5 |
|
|
(2.6 |
) |
|
(53.0 |
) |
|
57.1 |
|
|
12.7 |
|
|
69.8 |
|
|
Segment assets at February 28, 2010 |
|
|
478.3 |
|
|
285.6 |
|
|
51.6 |
|
|
577.9 |
|
|
1,393.4 |
|
|
253.1 |
|
|
1,646.5 |
|
|
Goodwill at February 28, 2010 |
|
|
54.3 |
|
|
88.4 |
|
|
5.9 |
|
|
— |
|
|
148.6 |
|
|
8.4 |
|
|
157.0 |
|
|
Expenditures for long-lived assets including royalty advances |
|
|
31.7 |
|
|
20.4 |
|
|
4.6 |
|
|
15.1 |
|
|
71.8 |
|
|
8.0 |
|
|
79.8 |
|
|
Long-lived assets at February 28, 2010 |
|
|
177.9 |
|
|
166.0 |
|
|
23.9 |
|
|
225.0 |
|
|
592.8 |
|
|
69.4 |
|
|
662.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
Includes assets and results of operations acquired in a business combination as of September 9, 2010. |
|
|
|
|
(2) |
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 and the Danbury facility. |
|
|
|
|
(3) |
Includes depreciation of property, plant and equipment and amortization of intangible assets. |
|
|
|
|
(4) |
Includes amortization of prepublication and production costs. |
|
|||
5. Debt
The following table summarizes debt as of the dates indicated:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Carrying |
|
Fair Value |
|
Carrying |
|
Fair Value |
|
Carrying |
|
Fair Value |
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
February 28, 2011 |
|
May 31, 2010 |
|
February 28, 2010 |
|||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lines of Credit (weighted average interest rates of 4.0%, 3.9% and 3.9%, respectively) |
|
$ |
6.7 |
|
$ |
6.7 |
|
$ |
7.5 |
|
$ |
7.5 |
|
$ |
9.4 |
|
$ |
9.4 |
|
|
Loan Agreement: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revolving Loan |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
Term Loan (interest rates of 1.1%, 1.1% and 1.0%, respectively) |
|
|
60.9 |
|
|
60.9 |
|
|
93.0 |
|
|
93.0 |
|
|
103.7 |
|
|
103.7 |
|
|
5% Notes due 2013, net of discount |
|
|
152.5 |
|
|
155.3 |
|
|
152.3 |
|
|
151.3 |
|
|
152.2 |
|
|
146.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total debt |
|
$ |
220.1 |
|
$ |
222.9 |
|
$ |
252.8 |
|
$ |
251.8 |
|
$ |
265.3 |
|
$ |
260.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less lines of credit, short-term debt and current portion of long-term debt |
|
|
(49.5 |
) |
|
(49.5 |
) |
|
(50.3 |
) |
|
(50.3 |
) |
|
(52.2 |
) |
|
(52.2 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total long-term debt |
|
$ |
170.6 |
|
$ |
173.4 |
|
$ |
202.5 |
|
$ |
201.5 |
|
$ |
213.1 |
|
$ |
207.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-term debt’s carrying value approximates fair value. Fair value of the Loan Agreement approximates its carrying value due to its variable interest rate and stable credit rating. Fair values of the 5% Notes were estimated based on market quotes, where available, or dealer quotes.
The following table sets forth the maturities of the Company’s debt obligations as of February 28, 2011, for the remainder of fiscal 2011 and thereafter:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three-month period ending May 31: |
|
|
|
|
|
2011 |
|
$ |
17.4 |
|
|
Fiscal years ending May 31: |
|
|
|
|
|
2012 |
|
|
42.8 |
|
|
2013 |
|
|
159.9 |
|
|
2014 |
|
|
— |
|
|
2015 |
|
|
— |
|
|
Thereafter |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total debt |
|
$ |
220.1 |
|
|
|
|
|
|
|
Lines of Credit
As of February 28, 2011, the Company’s domestic credit lines available under unsecured money market bid rate credit lines totaled $20.0. There were no outstanding borrowings under these credit lines at February 28, 2011, May 31, 2010 and February 28, 2010. 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 February 28, 2011, the Company had various local currency credit lines, with maximum available borrowings in amounts equivalent to $30.1, underwritten by banks primarily in the United States, Canada and the United Kingdom. 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. Borrowings and weighted average interest rates for these lines of credit are presented in the table above.
Loan Agreement
On June 1, 2007, Scholastic Corporation and Scholastic Inc. (each, a “Borrower” and together, the “Borrowers”) entered into a $525.0 credit facility with certain banks (the “Loan Agreement”), consisting of a $325.0 revolving credit component (the “Revolving Loan”) and a $200.0 amortizing term loan component (the “Term Loan”). The Loan Agreement is a contractually committed unsecured credit facility that is scheduled to expire on June 1, 2012. The $325.0 Revolving Loan component allows the Company to borrow, repay or prepay and reborrow at any time prior to the stated maturity date, and the proceeds may be used for general corporate purposes, including financing for acquisitions and share repurchases. The Loan Agreement also provides for an increase in the aggregate Revolving Loan commitments of the lenders of up to an additional $150.0. The Term Loan, which may be prepaid at any time without penalty, requires quarterly principal payments of $10.7, with the first payment having been due on December 31, 2007, and a final payment of $7.4 due on June 1, 2012.
On August 16, 2010, the Borrowers entered into an amendment to the Loan Agreement, which added certain provisions related to covenants and interest.
Interest on both the Term Loan and Revolving Loan 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). At the election of the Borrower, the interest rate charged for each loan made under the Loan Agreement, as amended, is based on:(1) a rate equal to the higher of (i) the prime rate, (ii) the prevailing Federal Funds rate plus 0.500% or (iii) the Eurodollar Rate for a one month interest period plus 1%; or (2) an adjusted LIBOR rate plus an applicable margin, ranging from 0.500% to 1.250% based upon the Company’s prevailing consolidated debt to total capital ratio. As of February 28, 2011, there were no borrowings outstanding under the Revolving Loan.
As of February 28, 2011, the applicable margin on the Term Loan was 0.750% and the applicable margin on the Revolving Loan was 0.600%. The Loan Agreement also provides for the payment of a facility fee ranging from 0.125% to 0.250% per annum on the Revolving Loan only, which at February 28, 2011, was 0.150%. As of February 28, 2011, $60.9 was outstanding under the Term Loan at an interest rate of 1.06%.
As of February 28, 2011, standby letters of credit outstanding under the Loan Agreement totaled $1.4. The Loan Agreement contains certain covenants, including interest coverage and leverage ratio tests and certain limitations on the amount of dividends and other distributions, and at February 28, 2011, the Company was in compliance with these covenants.
5% Notes due 2013
In April 2003, Scholastic Corporation issued $175.0 of 5% Notes (the “5% Notes”). The 5% Notes are senior unsecured obligations that mature on April 15, 2013. Interest on the 5% Notes is payable semi-annually on April 15 and October 15 of each year through maturity. The Company may at any time redeem all or a portion of the 5% Notes at a redemption price (plus accrued interest to the date of the redemption) equal to the greater of: (i) 100% of the principal amount or (ii) the sum of the present values of the remaining scheduled payments of principal and interest discounted to the date of redemption.
The Company repurchased $5.0 of the 5% Notes on the open market in fiscal 2010. The Company did not make any additional purchases during the nine-month period ended February 28, 2011.
|
|||
6. Comprehensive (Loss) Income
The following table sets forth comprehensive (loss) income for the periods indicated:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended February 28, |
|
Nine months ended February 28, |
|
||||||||
|
|
|
|
|
|
|
||||||||
|
|
|
2011 |
|
2010 |
|
2011 |
|
2010 |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss) earnings |
|
$ |
(25.1 |
) |
$ |
(5.6 |
) |
$ |
14.6 |
|
$ |
26.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive income (loss), net: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustment |
|
|
4.3 |
|
|
(1.1 |
) |
|
12.5 |
|
|
4.3 |
|
|
Pension and post-retirement adjustments |
|
|
0.7 |
|
|
1.0 |
|
|
5.3 |
|
|
2.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total other comprehensive income (loss), net: |
|
|
5.0 |
|
|
(0.1 |
) |
|
17.8 |
|
|
6.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive (loss) income |
|
$ |
(20.1 |
) |
$ |
(5.7 |
) |
$ |
32.4 |
|
$ |
33.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
8. Goodwill and Other Intangibles
Goodwill and other intangible assets with indefinite lives are reviewed annually for impairment or more frequently if impairment indicators arise.
The following table summarizes the activity in Goodwill for the periods indicated:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
Nine months ended |
|
Twelve months ended |
|
Nine months ended |
|
|||
|
|
|
|
|
|
|
|
|
|||
|
Gross beginning balance |
|
$ |
174.0 |
|
$ |
174.0 |
|
$ |
174.0 |
|
|
Accumulated impairment beginning balance |
|
|
(17.4 |
) |
|
(17.0 |
) |
|
(17.0 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beginning balance |
|
$ |
156.6 |
|
$ |
157.0 |
|
$ |
157.0 |
|
|
Additions due to acquisition |
|
|
1.7 |
|
|
— |
|
|
— |
|
|
Impairment charge |
|
|
— |
|
|
(0.4 |
) |
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ending balance |
|
$ |
158.3 |
|
$ |
156.6 |
|
$ |
157.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
On September 9, 2010, the Company purchased the assets of Math Solutions, an education resources and professional development company focusing on K-12 math instruction, for $8.0, net of cash acquired. The Company has integrated this business with its existing educational technology businesses. The Company utilized Level 3 fair value measurement inputs, using its own assumptions including internally developed discounted cash flow forecasts, to determine the fair value of the assets acquired and the amount of goodwill to be allocated to the Math Solutions business. As a result, the Company recognized $1.5 of goodwill and $5.6 of amortizable intangible assets. In the second quarter of fiscal 2011, the Company also recognized $0.2 of goodwill associated with a previously acquired international entity.
As of May 31, 2010, the Company determined that the carrying value of its direct-to-home catalog business specializing in toys exceeded the fair value of this reporting unit. The Company employed internally developed discounted cash flow forecasts and market comparisons to determine the fair value of the reporting unit and the implied fair value of the reporting unit’s assets and liabilities. Accordingly, the Company recognized an impairment charge of $0.4 at May 31, 2010.
As of February 28, 2011, goodwill of $76.8 resides in reporting units within the Educational Publishing segment, with fair values that modestly exceed the reporting units’ carrying values. A decline in the business environment could result in a goodwill impairment.
The following table summarizes the activity in Total other intangibles subject to amortization for the periods indicated:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
Customer Lists |
|
Nine months ended |
|
Twelve months ended |
|
Nine months ended |
|
|||
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
Beginning balance |
|
$ |
0.8 |
|
$ |
0.1 |
|
$ |
0.1 |
|
|
Additions |
|
|
— |
|
|
5.1 |
|
|
5.1 |
|
|
Impairment charge |
|
|
— |
|
|
(3.8 |
) |
|
(3.8 |
) |
|
Other adjustments |
|
|
— |
|
|
(0.3 |
) |
|
(0.3 |
) |
|
Amortization expense |
|
|
(0.2 |
) |
|
(0.2 |
) |
|
— |
|
|
Foreign currency translation |
|
|
0.1 |
|
|
(0.1 |
) |
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Customer lists, net of accumulated amortization of $1.1, $0.9 and $0.7, respectively |
|
$ |
0.7 |
|
$ |
0.8 |
|
$ |
1.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Intangibles |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beginning balance |
|
$ |
2.2 |
|
$ |
2.8 |
|
$ |
2.8 |
|
|
Additions due to acquisition |
|
|
5.6 |
|
|
— |
|
|
— |
|
|
Reclassified from indefinite-lived intangible assets |
|
|
10.7 |
|
|
— |
|
|
— |
|
|
Amortization expense |
|
|
(0.8 |
) |
|
(0.6 |
) |
|
(0.5 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other intangibles, net of accumulated amortization of $3.8, $3.0 and $2.9, respectively |
|
$ |
17.7 |
|
$ |
2.2 |
|
$ |
2.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total other intangibles subject to amortization |
|
$ |
18.4 |
|
$ |
3.0 |
|
$ |
3.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization expense for Total other intangibles was $1.0 for the nine months ended February 28, 2011, $0.8 for the twelve months ended May 31, 2010 and $0.5 for the nine months ended February 28, 2010.
During the first quarter of fiscal 2010, the Company and its joint venture partner terminated a book distribution joint venture in the United Kingdom. As a result of this transaction, the Company received a portion of the business and a related customer list previously held by the joint venture in exchange for the partial forgiveness of amounts owed to the Company by the joint venture and related entities. The Company recognized this customer list in the first quarter of fiscal 2010 with a carrying value of $5.1, which the Company intended to operate apart from its existing customer list. In the second quarter of fiscal 2010, the Company determined that, to maximize profitability, the acquired customer list should ultimately be combined with its existing customer list. As a result, the Company assessed this customer list for impairment and determined that the customer list was impaired based upon the highest and best use for this asset. This assessment incorporated internally developed cash flow projections to measure fair value, as market data for this asset is not readily available. Accordingly, the Company recognized an impairment charge in the second quarter of fiscal 2010 related to this asset of $3.8.
In the current fiscal year, the Company recognized $5.6 of amortizable intangible assets as a result of the Math Solutions acquisition. The Company utilized Level 3 fair value measurement inputs, using its own assumptions including internally developed discounted cash flow forecasts and market comparisons, to determine the fair value of the intangible assets acquired.
In the current fiscal year, the Company determined that certain intangible assets associated with publishing and trademark rights, which were previously accounted for as indefinite-lived assets, were no longer indefinite-lived. Accordingly, the Company assessed these assets for impairment as of September 1, 2010, and subsequently commenced amortization of the assets. The Company determined that the fair value of the assets exceeded their carrying value as of September 1, 2010, and therefore no impairment was recognized. The Company employed Level 3 fair value measurement techniques to determine the fair value of these assets as of September 1, 2010, including the relief from royalty method.
The following table summarizes Other intangibles not subject to amortization at the dates indicated:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
February 28, 2011 |
|
May 31, 2010 |
|
February 28, 2010 |
|
|||
|
|
|
|
|
|
|
|
|
|||
|
Net carrying value by major class: |
|
|
|
|
|
|
|
|
|
|
|
Trademarks and Other |
|
|
1.8 |
|
|
12.5 |
|
|
15.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
1.8 |
|
$ |
12.5 |
|
$ |
15.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
The Company implemented certain strategic initiatives during fiscal 2010 to centralize publishing efforts within the Children’s Book Publishing and Distribution segment. These initiatives included the elimination of the front list for certain library-specific titles. The Company will continue to serve the library market through other channels, notably the trade channel within the Children’s Book Publishing and Distribution segment and various on-line and digital initiatives. As a result of these initiatives, and in tandem with reduced expectations in certain Educational Publishing print businesses, the Company determined that intangible assets of $28.7 and prepublication costs of $7.6 associated with such businesses, totaling $36.3, were impaired. The Company employed qualitative and internally developed quantitative methods, including discounted cash flow models, to determine the fair value of the asset to a market participant. Significant inputs, including a best use analysis of the existing market for the asset, and an analysis of the uses for the asset other than its current usage resulted in a determination that the market for the asset had declined significantly.
In the fourth quarter of fiscal 2010, the Company determined that the fair value of the trademark associated with the Company’s direct-to-home catalog business specializing in toys was less than the carrying value of the trademark. The Company used historical and projected results while applying a residual income fair value method to make this determination and recognized an impairment of this trademark of $2.6.
|
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9. Investments
Included in “Other assets and deferred charges” on the Company’s condensed consolidated balance sheets were investments of $23.2, $20.6 and $21.6 at February 28, 2011, May 31, 2010 and February 28, 2010, respectively.
The Company owns a non-controlling interest in a book distribution business located in the United Kingdom. The carrying value of this cost-method investment was $9.1 as of February 28, 2011.
The Company’s investment in Usborne Publishing Ltd. (“Usborne”), which consists of a 26.2% non controlling interest in a children’s book publishing business located in the United Kingdom, is accounted for using the equity method of accounting. The net value of this investment at February 28, 2011 was $13.4.
The Company maintains a 12.25% equity interest in an entity that produces and distributes educational children’s television programming which is accounted for using the equity method of accounting. The net value of this investment at February 28, 2011 was $0.6. The Company does not have a contractual commitment to fund this entity prospectively, and has not guaranteed any liabilities of the entity.
Income from equity joint ventures totaled $1.2 for the nine months ended February 28, 2011 and $0.6 for the nine months ended February 28, 2010.
In the third quarter of fiscal 2010, the Company determined that a cost-method investment in a U.S. based internet company was other than temporarily impaired. Accordingly, the Company recognized a loss of $1.5.
The following table summarizes the Company’s investments as of the dates indicated:
|
|
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|
|
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|
|
|
|
|
|
|
|
|
|
|
|
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|
|||
|
|
|
February 28, 2011 |
|
May 31, 2010 |
|
February 28, 2010 |
|
|||
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|
|
|
|
|
|
|
|
|||
|
Cost method investments: |
|
|
|
|
|
|
|
|
|
|
|
The Book People Ltd. |
|
$ |
9.1 |
|
$ |
9.1 |
|
$ |
9.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total cost method investments |
|
$ |
9.1 |
|
$ |
9.1 |
|
$ |
9.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity method investments: |
|
|
|
|
|
|
|
|
|
|
|
Usborne |
|
$ |
13.4 |
|
$ |
10.8 |
|
$ |
11.9 |
|
|
Childrens television programming holdings |
|
|
0.6 |
|
|
0.7 |
|
|
0.6 |
|
|
Other |
|
|
0.1 |
|
|
— |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total equity method investments |
|
$ |
14.1 |
|
$ |
11.5 |
|
$ |
12.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
23.2 |
|
$ |
20.6 |
|
$ |
21.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
10. Employee Benefit Plans
The following table sets forth components of the net periodic benefit costs for the periods indicated under the Company’s cash balance retirement plan for its United States employees meeting certain eligibility requirements (the “U.S. Pension Plan”), the defined benefit pension plan of Scholastic Ltd., an indirect subsidiary of Scholastic Corporation located in the United Kingdom (the “UK Pension Plan”), and the defined benefit pension plan of Grolier Limited, an indirect subsidiary of Scholastic Corporation located in Canada (the “Canadian Pension Plan” and together with the U.S. Pension Plan and the UK Pension Plan, the “Pension Plans”). Also included are the post-retirement benefits, consisting of certain healthcare and life insurance benefits, provided by the Company to its eligible retired United States-based employees (the “Post-Retirement Benefits”). The Pension Plans and Post-Retirement Benefits include participants associated with both continuing operations and discontinued operations.
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|
|
|
|
|
|
|
|
|
|
|
|
Pension Plans |
|
Post-Retirement
Benefits |
|
||||||||
|
|
|
|
|
|
|
||||||||
|
|
|
2011 |
|
2010 |
|
2011 |
|
2010 |
|
||||
|
|
|
|
|
|
|
|
|
|
|
||||
|
Components of net periodic benefit costs: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Service cost |
|
$ |
0.1 |
|
$ |
— |
|
$ |
— |
|
$ |
— |
|
|
Interest cost |
|
|
2.2 |
|
|
2.4 |
|
|
0.5 |
|
|
0.4 |
|
|
Expected return on assets |
|
|
(2.3 |
) |
|
(2.0 |
) |
|
— |
|
|
— |
|
|
Net amortization of prior service credit |
|
|
— |
|
|
— |
|
|
(0.2 |
) |
|
(0.2 |
) |
|
Amortization of loss |
|
|
0.3 |
|
|
0.1 |
|
|
0.7 |
|
|
0.2 |
|
|
Settlement of Canadian plan |
|
|
0.2 |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net periodic benefit costs |
|
$ |
0.5 |
|
$ |
0.5 |
|
$ |
1.0 |
|
$ |
0.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension Plans |
|
Post-Retirement
Benefits |
|
||||||||
|
|
|
|
|
|
|
||||||||
|
|
|
2011 |
|
2010 |
|
2011 |
|
2010 |
|
||||
|
|
|
|
|
|
|
|
|
|
|
||||
|
Components of net periodic benefit costs: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Service cost |
|
$ |
0.2 |
|
$ |
0.1 |
|
$ |
— |
|
$ |
— |
|
|
Interest cost |
|
|
6.6 |
|
|
7.3 |
|
|
1.4 |
|
|
1.1 |
|
|
Expected return on assets |
|
|
(7.0 |
) |
|
(6.1 |
) |
|
— |
|
|
— |
|
|
Net amortization of prior service credit |
|
|
— |
|
|
— |
|
|
(0.5 |
) |
|
(0.5 |
) |
|
Amortization of loss |
|
|
1.4 |
|
|
1.5 |
|
|
1.9 |
|
|
0.5 |
|
|
Settlement of Canadian plan |
|
|
3.6 |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net periodic benefit costs |
|
$ |
4.8 |
|
$ |
2.8 |
|
$ |
2.8 |
|
$ |
1.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effective June 1, 2009, the Company modified the U.S Pension Plan, such that no further benefits will accrue to employees under the plan.
Effective June 1, 2009, the Company modified the terms of the Post-Retirement Benefits, effectively excluding a large percentage of current employees from the plan. Under the plan amendments, only employees with 10 or more years of service to the Company and whose age plus service is at least 65 as of June 1, 2009 will be eligible to receive benefits upon retirement.
In the second quarter of fiscal 2011, the Company settled the majority of its outstanding liabilities of the Canadian Pension Plan by purchasing annuities to service these liabilities prospectively. Accordingly, net liabilities of $1.3 were settled with $1.2 of contributions above plan assets and the Company recognized pension expense of $3.4. The third quarter of fiscal 2011 includes pension expense of $0.2 recognized related to the partial settlement of this pension plan.
The Company’s funding practice with respect to the Pension Plans is to contribute on an annual basis at least the minimum amounts required by applicable laws. For the nine months ended February 28, 2011, the Company contributed $2.3 to the U.S. Pension Plan, $0.4 to the UK Pension Plan and $1.4 to the Canadian Pension Plan.
The Company expects, based on actuarial calculations, to contribute cash of approximately $5.8 to the Pension Plans for the fiscal year ending May 31, 2011.
|
|||
11. Stock-Based Compensation
The following table summarizes stock-based compensation included in Selling, general and administrative expenses for the periods indicated:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended February 28, |
|
Nine months ended February 28, |
|
||||||||
|
|
|
|
|
|
|
||||||||
|
|
|
2011 |
|
2010 |
|
2011 |
|
2010 |
|
||||
|
|
|
|
|
|
|
|
|
|
|
||||
|
Stock option expense |
|
$ |
1.7 |
|
$ |
1.7 |
|
$ |
7.1 |
|
$ |
6.8 |
|
|
Restricted stock unit expense |
|
|
0.9 |
|
|
0.9 |
|
|
3.2 |
|
|
3.7 |
|
|
Management stock purchase plan expense |
|
|
0.0 |
|
|
0.0 |
|
|
0.6 |
|
|
0.4 |
|
|
Employee stock purchase plan expense |
|
|
0.1 |
|
|
0.1 |
|
|
0.2 |
|
|
0.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total stock-based compensation expense |
|
$ |
2.7 |
|
$ |
2.7 |
|
$ |
11.1 |
|
$ |
11.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
During each of the three and nine month periods ended February 28, 2011 and 2010, shares of Common Stock issued by the Corporation pursuant to its stock-based compensation plans were not material.
|
|||
12. Severance
The table below provides information regarding the Company’s severance cost associated with certain cost reduction measures. Accrued severance of $1.5, $3.4 and $1.9 as of February 28, 2011, May 31, 2010 and February 28, 2010, respectively, is included in “Other accrued expenses” on the Company’s condensed consolidated balance sheets.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine months ended |
|
Twelve months ended |
|
Nine months ended |
|
|||||||||
|
|
|
|
|
|
|
|
|
|||||||||
|
Beginning balance |
|
|
$ |
3.4 |
|
|
|
$ |
3.4 |
|
|
|
$ |
3.4 |
|
|
|
Accruals |
|
|
|
4.3 |
|
|
|
|
9.2 |
|
|
|
|
7.3 |
|
|
|
Payments |
|
|
|
(6.2 |
) |
|
|
|
(9.2 |
) |
|
|
|
(8.8 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ending balance |
|
|
$ |
1.5 |
|
|
|
$ |
3.4 |
|
|
|
$ |
1.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
13. Treasury Stock
On December 16, 2009, the Company announced that its Board of Directors had authorized a program to purchase up to $20.0 of its Common Stock, from time to time as conditions allow, on the open market or through negotiated private transactions. During the nine months ended February 28, 2011, the Company repurchased 388,426 shares on the open market for approximately $9.7 at an average cost of $24.98 per share pursuant to this program.
In addition, pursuant to a subsequent Board of Directors authorization, on November 3, 2010 the Company completed a modified Dutch auction tender offer. The Company accepted for purchase 5,199,699 of its common shares at a price of $30.00 per share for a total cost of $156.0, excluding related fees and expenses. The common shares purchased pursuant to the tender offer represented approximately 15.1% of the common shares outstanding as of October 27, 2010. The Company funded the purchase of the shares in the tender offer using cash on hand and short term borrowings under its existing credit facility, which borrowings were repaid prior to November 30, 2010. Fees for the modified Dutch auction tender offer were $1.2.
As of February 28, 2011, $44.5 remains available for future purchases under the current Board of Directors authorizations, which purchases may be made from time to time as conditions allow, on the open market or in negotiated private transactions. The repurchase program may be suspended at any time without prior notice.
|
|||
14. Fair Value Measurements
|
|
|
|
|
|
|
|
The accounting standard regarding fair value measurements requires that the Company determine the appropriate level in the fair value hierarchy for each fair value measurement. 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 unadjusted quoted prices in active markets for identical assets or liabilities such as |
||
|
|
|
|
|
|
|
|
|
|
o |
Quoted prices for similar assets or liabilities in active markets |
|
|
|
|
o |
Quoted prices for identical or similar assets or liabilities in inactive markets |
|
|
|
|
o |
Inputs other than quoted prices that are observable for the asset or liability |
|
|
|
|
o |
Inputs that are derived principally from or corroborated by observable market data by correlation or other means |
|
|
|
|
|
|
|
|
• |
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 and debt, as well as foreign currency forward contracts, which were not material as of the reporting date. 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 5% Notes and its various lines of credit. See Note 5, “Debt,” for a more complete description of fair value measurements employed. The fair values of foreign currency forward contracts, used by the Company to manage the impact of foreign exchange rate changes to the financial statements, are based on quotations from financial institutions, a Level 2 fair value measure. See Note 16, “Derivatives and Hedging,” for a more complete description of fair value measurements employed.
Non-financial assets and liabilities for which the Company employs fair value measures on a non-recurring basis include:
|
|
|
|
|
|
• |
long-lived assets |
|
|
• |
assets acquired in a business combination |
|
|
• |
goodwill and indefinite-lived intangible assets |
|
|
• |
long-lived assets held for sale |
Level 2 and Level 3 inputs are employed by the Company in the fair value measurement of these assets and liabilities. In fiscal 2010, the Company recognized impairments of indefinite-lived and long-lived assets and investments totaling $44.6. In fiscal 2011, the Company acquired certain assets in a business combination for $8.0, net of cash acquired. The Company utilized Level 3 fair value measurement inputs, using its own assumptions, including internally developed discounted cash flow forecasts, to determine the fair value of the assets acquired. See Note 8, “Goodwill and Other Intangibles,” for a discussion of the fair value measures employed in these asset impairment and acquisition analyses.
|
|||
15. 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 the facts and circumstances known and applies that rate to its ordinary 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 enacted tax laws or 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 annual effective tax rate for the fiscal year ending May 31, 2011 is currently expected to be approximately 48%. The Company’s expected full year effective tax rate exceeds statutory rates primarily as a result of net operating losses in foreign jurisdictions, mainly in the United Kingdom, where the Company does not expect to realize future tax benefits. As a result, valuation allowances are provided for the net operating loss carry forwards in these jurisdictions.
The Company recognizes tax benefits of uncertain tax positions in accordance with the current accounting guidance pertaining to uncertainty in income taxes. The Company does not currently anticipate a material change to its unrecognized tax benefits within twelve months of February 28, 2011, notwithstanding changes expected to result from the settlement of the IRS examination for fiscal years ended May 31, 2003 through 2006. However, actual developments can change these expectations, including the final terms of settlement of such audit.
The Corporation, 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 Corporation file income tax returns in foreign jurisdictions. The Company is routinely audited by various tax authorities. The Company is currently under audit by New York State for its fiscal years ended May 31, 2002 through 2004. It is possible that state and foreign tax examinations will be settled during the next twelve months. If any of these tax examinations are settled within that period, the Company will make any necessary adjustments to its unrecognized tax benefits.
|
|||
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 and the foreign exchange risk associated with certain receivables denominated in foreign currencies. 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 current earnings, and it recognizes the unrealized gain or loss in other current assets or liabilities. Unrealized losses of $1.0 were recognized at February 28, 2011 and unrealized gains of $0.6 were recognized at February 28, 2010, respectively.
|
|||
17. Subsequent Event
On March 23, 2011, the Company announced that the Board of Directors declared a cash dividend of $0.10 per Class A and Common share. The dividend is payable on June 15, 2011 to shareholders of record as of April 29, 2011.