Notes to Consolidated Financial Statements
(Amounts in millions, except share and per share data)
1. DESCRIPTION OF THE BUSINESS, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Description of the business
Scholastic Corporation (the “Corporation” and together with its subsidiaries, “Scholastic” or the “Company”) is the world’s largest publisher and distributor of children’s books, a leading provider of print and digital instructional materials for grades pre-kindergarten ("pre-K") to grade 12 and a producer of educational and entertaining children’s media. The Company creates quality books and ebooks, print and technology-based learning materials and programs, classroom magazines and other products that, in combination, offer schools, as well as parents and children, customized and comprehensive solutions to support children’s learning and reading both at school and at home. Since its founding in 1920, Scholastic has emphasized quality products and a dedication to reading, learning and literacy. The Company is the leading operator of school-based book club and book fair proprietary channels. It distributes its products and services through these channels, as well as directly to schools and libraries, through retail stores and through the internet. The Company’s website, scholastic.com, is a leading site for teachers, classrooms and parents and an award-winning destination for children. Scholastic has operations in the United States and throughout the world including Canada, the United Kingdom, Australia, New Zealand, Asia and through its export business, sells products in approximately 165 international locations.
Basis of presentation
Principles of consolidation
The Consolidated Financial Statements include the accounts of the Corporation and all wholly-owned and majority-owned subsidiaries. All significant intercompany transactions are eliminated in consolidation. Certain reclassifications have been made to conform to the current year presentation.
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.
Use of estimates
The Company’s Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States ("U.S. GAAP"). The preparation of these financial statements involves the use of estimates and assumptions by management, which affects the amounts reported in the 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:
•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, intangibles and other long-lived assets and investments
•Assets and liabilities acquired in business combinations
•Variable consideration related to anticipated returns
•Allocation of transaction price to contractual performance obligations
Summary of Significant Accounting Policies
Revenue recognition
The Company’s revenue recognition policies for its principal businesses are as follows:
School-Based Book Clubs – Revenue from school-based book clubs is recognized upon shipment of the products.
School-Based Book Fairs – Revenues associated with school-based book fairs relate to the sale of children's books and other products to book fair sponsors. In addition, the Company employs an incentive program to encourage the sponsorship of book fairs and increase the number of fairs held each school year. The Company identifies two potential performance obligations within its school-based book fair contracts, which include the fulfillment of book fairs product and the fulfillment of product upon the redemption of incentive program credits by customers. The Company allocates the transaction price to each performance obligation and recognizes revenue at a point in time. The Company utilizes certain estimates based on historical experience, redemption patterns and future expectations related to the participation in the incentive program to determine the relative fair value of each performance obligation when allocating the transaction price. Changes in these estimates could impact the timing of the recognition of revenue. Revenue allocated to the book fairs product is recognized at the point at which product is delivered to the customer and control is transferred. The revenue allocated to the incentive program credits is recognized upon redemption of incentive credits and the transfer of control of the redeemed product. Incentive credits are generally redeemed within 12 months of issuance. Payment for school-based book fairs product is due at the completion of a customer's fair. Revenues associated with virtual fairs are recognized upon shipment of the products and related incentive program credits are expensed upon issuance.
Trade – Revenue from the sale of children’s books for distribution in the retail channel is primarily recognized when performance obligations are satisfied and control is transferred to the customer, or when the product is on sale and available to the public. For newly published titles, the Company, on occasion, contractually agrees with its customers when the publication may be first offered for sale to the public, or an agreed upon “Strict Laydown Date." For such titles, the control of the product is not deemed to be transferred to the customer until such time that the publication can contractually be sold to the public, and the Company defers revenue on sales of such titles until such time as the customer is permitted to sell the product to the public. Revenue for ebooks, which is generally the net amount received from the retailer, is recognized upon electronic delivery to the customer by the retailer. The sale of trade product generally includes a right of return.
Education – Revenue from the sale of educational materials is recognized upon shipment of the products, or upon acceptance of product by the customer, depending on individual contractual terms. Revenue from digital products is deferred and recognized ratably over the subscription period. Revenue from professional development services is recognized when the services have been provided to the customer. Revenue from contracts with multiple deliverables are recognized as each performance obligation is satisfied in which the transaction price is allocated on a relative standalone selling price basis.
Film Production and Licensing – Revenue from the sale of film rights, principally for the home video, streaming and domestic and foreign television markets, is deferred during production and recognized when the film or episodes have been delivered and are available for showing or exploitation. Licensing revenue is recognized in accordance with royalty agreements at the time the licensed materials are available to the licensee and collections are reasonably assured.
Magazines – Revenue is deferred and recognized ratably over the subscription period, as the magazines are delivered.
Direct Sales and Export – Revenue from the direct sales and export channels is recognized upon acceptance of the physical product by the customer.
The Company has elected to present sales and other related taxes on a net basis, excluded from revenues, and as such, these are included within Other accrued expenses until remitted to taxing authorities.
Cash equivalents
Cash equivalents consist of short-term investments with original maturities of three months or less.
Accounts receivable
Accounts receivable are recognized net of an allowance for credit losses. In the normal course of business, the Company extends credit to customers that satisfy predefined credit criteria. The Company recognizes an allowance for credit losses on trade receivables that are expected to be incurred over the lifetime of the receivable. Reserves for estimated credit losses are established at the time of sale and are based on relevant information about past events, current conditions, and supportable forecasts impacting its ultimate collectability, including specific reserves on a customer-by-customer basis, creditworthiness of the Company’s customers and prior collection experience. At the time the Company determines that a receivable balance, or any portion thereof, is deemed to be permanently uncollectible, the balance is then written off. Accounts receivable allowance for credit losses was $25.9 and $21.4 as of May 31, 2022 and 2021, respectively.
Estimated returns
For sales that include a right of return, the Company will estimate the transaction price and record revenues as variable consideration based on the amounts the Company expects to ultimately be entitled. In order to determine estimated returns, the Company utilizes historical return rates, sales patterns, types of products and expectations and recognizes a corresponding reduction to Revenues and Cost of goods sold. Management also considers patterns of sales and returns in the months preceding the fiscal year, as well as actual returns received subsequent to the fiscal year, available customer and market specific data and other return rate information that management believes is relevant. In addition, a refund liability is recorded within Other accrued expenses for the consideration to which the Company believes it will not ultimately be entitled and a return asset is recorded within Prepaid expenses and other current assets for the expected inventory to be returned. Actual returns could differ from the Company's estimate.
Inventories
Inventories, consisting principally of books, are stated at the lower of cost, using the first-in, first-out method, or net realizable value. The Company records a reserve for excess and obsolete inventory based upon a calculation using the expected future sales of existing inventory driven by estimates around forecasted purchases, inventory consumption costs, and the sell-through rate of current fiscal year purchases. In accordance with the Company's inventory retention policy, expected future sales of existing inventory are compared against historical usage by channel for reasonableness and any specifically identified excess or obsolete inventory, due to an anticipated lack of demand, will also be reserved.
Property, plant and equipment
Property, plant and equipment are stated at cost. Depreciation and amortization are recognized on a straight-line basis over the estimated useful lives of the assets. Buildings have an estimated useful life, for purposes of depreciation, of forty years. Building improvements are depreciated over the life of the improvement which typically does not exceed twenty-five years. Capitalized software, net of accumulated amortization, was $60.3 and $59.4 at May 31, 2022 and 2021, respectively. Capitalized software is amortized over a period of three to seven years. Amortization expense for capitalized software was $26.4, $27.6 and $27.3 for the fiscal years ended May 31, 2022, 2021 and 2020, respectively. Furniture, fixtures and equipment are depreciated over periods not exceeding ten years. Leasehold improvements are amortized over the life of the lease or the life of the assets, whichever is shorter. The Company evaluates the depreciation periods of property, plant and equipment to determine whether events or circumstances indicate that the asset’s carrying value is not recoverable or warrant revised estimates of useful lives.
Cloud Computing Arrangements
The Company incurs costs to implement cloud computing arrangements that are hosted by a third party vendor. Implementation costs incurred during the application development stage are capitalized and amortized over the term of the hosting arrangement on a straight-line basis. The Company capitalized $7.3 and $4.6 of costs incurred in fiscal 2022 and 2021, respectively, to implement cloud computing arrangements, primarily related to digital and consumer data platforms. These amounts are included within Other assets and deferred charges on the Company's Consolidated Balance Sheets. Amortization expense totaled $3.9 and $0.7 for the fiscal years ended May 31, 2022 and 2021, respectively, which is included in Selling, general and administrative expenses within the Company's Consolidated Statements of Operations.
Leases
The Company's lease arrangements primarily relate to corporate offices and warehouse facilities, and to a lesser
extent, certain equipment and other assets. The Company's leases generally have initial terms ranging from 3 to 10 years and certain leases include renewal or early-termination options, rent escalation clauses, and/or lease incentives. Lease renewal rent payment terms generally reflect adjustments for market rates prevailing at the time of renewal. The Company's leases require fixed minimum rent payments and also often require the payment of certain other costs that do not relate specifically to its right to use an underlying leased asset, but are associated with the asset, such as real
estate taxes, insurance, common area maintenance fees and/or certain other costs (referred to collectively herein as "non-lease components"), which may be fixed or variable in amount depending on the terms of the respective lease agreement. The Company's leases do not contain significant residual value guarantees or restrictive covenants.
The Company determines whether an arrangement contains a lease at the inception of the arrangement. If a lease is determined to exist, the term of such lease is assessed based on the date on which the underlying asset is made available for the Company's use by the lessor. The Company's assessment of the lease term reflects the non-cancelable term of the lease, inclusive of any rent-free periods and/or periods covered by early-termination options which the Company is reasonably certain of not exercising, as well as periods covered by renewal options which the Company is reasonably certain of exercising. The Company also determines lease classification as either operating or finance at lease commencement, which governs the pattern of expense recognition and the presentation reflected in the Consolidated Statements of Operations over the lease term.
For leases with a term exceeding 12 months, a lease liability is recorded on the Company's Consolidated Balance Sheet at lease commencement reflecting the present value of its fixed minimum payment obligations over the lease term. A corresponding right-of-use ("ROU") asset equal to the initial lease liability is also recorded, adjusted for any prepaid rent and/or initial direct costs incurred in connection with execution of the lease and reduced by any lease incentives received. The Company includes fixed payment obligations related to non-lease components in the measurement of ROU assets and lease liabilities, as it elects to account for lease and non-lease components together as a single lease component. ROU assets associated with finance leases are presented separate from ROU assets associated with operating leases and are included within Property, plant and equipment, net on the Company's Consolidated Balance Sheet. For purposes of measuring the present value of its fixed payment obligations for a given lease, the Company uses its incremental borrowing rate, determined based on information available at lease commencement, as rates implicit in its leasing arrangements are typically not readily determinable. The Company's incremental borrowing rate reflects the rate it would pay to borrow on a secured basis, and incorporates the term and economic environment of the associated lease.
For operating leases, fixed lease payments are recognized as lease expense on a straight-line basis over the lease term. For finance leases, the initial ROU asset is depreciated on a straight-line basis over the lease term, along with recognition of interest expense associated with accretion of the lease liability, which is ultimately reduced by the related fixed payments. For leases with a term of 12 months or less, any fixed lease payments are recognized on a straight-line basis over the lease term, and are not recognized on the Company's Consolidated Balance Sheet. Variable lease costs for both operating and finance leases, if any, are recognized as incurred.
Sublease rental income is recognized on a straight-line basis over the duration of each lease term. To the extent expected sublease income is less than expected rental payments, the Company recognizes a loss on the difference between the present value of the minimum lease payments under each lease. Lease payments received are presented as a reduction to rent expense in Selling, general and administrative expenses.
Prepublication costs
Prepublication costs are incurred in all of the Company’s reportable segments. Prepublication costs include costs incurred to create the art, prepress, editorial, digital conversion and other content required for the creation of the master copy of a book or other media. Prepublication costs are amortized on a straight-line basis over a two-to-five-year period based on expected future revenues. The Company regularly reviews the recoverability of these capitalized costs based on expected future cash flows.
Royalty advances
Royalty advances are incurred in all of the Company’s reportable segments, but are most prevalent in the Children’s Book Publishing and Distribution segment and enable the Company to obtain contractual commitments from authors to produce content. The Company regularly provides authors with advances against expected future royalty payments, often before the books are written. Upon publication and sale of the books or other media, the authors generally will not receive further royalty payments until the contractual royalties earned from sales of such books or other media exceed such advances.
Royalty advances are initially capitalized and subsequently expensed as related revenues are earned or when the Company determines future recovery through earndowns is not probable. The Company has a long history of providing authors with royalty advances and it tracks each advance earned with respect to the sale of the related publication. The royalties earned are applied first against the remaining unearned portion of the advance. Historically, the longer the unearned portion of the advance remains outstanding, the less likely it is that the Company will recover the advance through the sale of the publication. The Company applies this historical experience to its existing
outstanding royalty advances to estimate the likelihood of recoveries through earndowns. Additionally, the Company’s editorial staff regularly reviews its portfolio of royalty advances to determine if individual royalty advances are not recoverable through earndowns for discrete reasons, such as the death of an author prior to completion of a title or titles, a Company decision to not publish a title, poor market demand or other relevant factors that could impact recoverability. The reserve for royalty advances was $76.0 and $115.5 as of May 31, 2022 and 2021, respectively.
Goodwill and intangible assets
Goodwill and other intangible assets with indefinite lives are not amortized and are reviewed for impairment annually as of May 31 or more frequently if impairment indicators arise.
With regard to goodwill, the Company compares the estimated fair values of its identified reporting units to the carrying values of their net assets. The Company first performs a qualitative assessment to determine whether it is more likely than not that the fair values of its identified reporting units are less than their carrying values. If it is more likely than not that the fair value of a reporting unit is less than its carrying amount, the Company performs the quantitative goodwill impairment test. The Company measures goodwill impairment by the amount the carrying value exceeds the fair value of a reporting unit. For each of the reporting units, the estimated fair value is determined utilizing the expected present value of the projected future cash flows of the reporting unit, in addition to comparisons to similar companies. The Company reviews its definition of reporting units annually or more frequently if conditions indicate that the reporting units may change. The Company evaluates its operating segments to determine if there are components one level below the operating segment level. A component is present if discrete financial information is available and segment management regularly reviews the operating results of the business. If an operating segment only contains a single component, that component is determined to be a reporting unit for goodwill impairment testing purposes. If an operating segment contains multiple components, the Company evaluates the economic characteristics of these components. Any components within an operating segment that share similar economic characteristics are aggregated and deemed to be a reporting unit for goodwill impairment testing purposes. Components within the same operating segment that do not share similar economic characteristics are deemed to be individual reporting units for goodwill impairment testing purposes. The Company has six reporting units with goodwill subject to impairment testing.
With regard to other intangibles with indefinite lives, the Company first performs a qualitative assessment to determine whether it is more likely than not that the fair value of the identified asset is less than its carrying value. If it is more likely than not that the fair value of the asset is less than its carrying amount, the Company performs a quantitative test. The estimated fair value is determined utilizing the expected present value of the projected future cash flows of the asset.
Intangible assets with definite lives consist principally of customer lists, intellectual property and other agreements and are amortized over their expected useful lives. Customer lists are amortized on a straight-line basis over five to ten years, while other agreements are amortized on a straight-line basis over their contractual term. Intellectual property assets are amortized over their remaining useful lives, which is approximately five years.
Income taxes
The Company uses the asset and liability method of accounting for income taxes. Under this method, for purposes of determining taxable income, deferred tax assets and liabilities are determined based on differences between the financial reporting and the tax basis of such assets and liabilities and are measured using enacted tax rates and laws that will be in effect when the differences are expected to be realized.
The Company believes that its taxable earnings, during the periods when the temporary differences giving rise to deferred tax assets become deductible or when tax benefit carryforwards may be utilized, should be sufficient to realize the related future income tax benefits. For those jurisdictions where the expiration date of the tax benefit carryforwards or the projected taxable earnings indicates that realization is not likely, the Company establishes a valuation allowance.
In assessing the need for a valuation allowance, the Company estimates future taxable earnings, with consideration for the feasibility of on-going tax planning strategies and the realizability of tax benefit carryforwards, to determine which deferred tax assets are more likely than not to be realized in the future. Valuation allowances related to deferred tax assets can be impacted by changes to tax laws, changes to statutory tax rates and future taxable earnings. In the event that actual results differ from these estimates in future periods, the Company may need to adjust the valuation allowance.
The Company accounts for uncertain tax positions using a two-step method. Recognition occurs when an entity concludes that a tax position, based solely on technical merits, is more likely than not to be sustained upon examination. If a tax position is more likely than not to be sustained upon examination, the amount recognized is the largest amount of benefit, determined on a cumulative probability basis, which is more likely than not to be realized upon settlement. The Company assesses all income tax positions and adjusts its reserves against these positions periodically based upon these criteria. The Company also assesses potential penalties and interest associated with these tax positions, and includes these amounts as a component of income tax expense.
The Company assesses foreign investment levels periodically to determine if all or a portion of the Company’s investments in foreign subsidiaries are indefinitely invested. Any required adjustment to the income tax provision would be reflected in the period that the Company changes this assessment. The Company elects to recognize the tax on Global Intangible Low-Taxed Income (GILTI) earned by foreign subsidiaries as a period expense in the period the tax is incurred.
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. Where a sales tax liability with respect to a jurisdiction is probable and can be reliably estimated, the Company has made accruals for these matters which are reflected in the Company’s Consolidated Financial Statements. These amounts are included in the Consolidated Financial Statements in Selling, general and administrative expenses. Future developments relating to the foregoing could result in adjustments being made to these accruals.
Employee Benefit Plan Obligations
The rate assumptions discussed below impact the Company’s calculations of its UK pension and U.S. postretirement obligations. The rates applied by the Company are based on the UK pension plan asset portfolio's past average rates of return, discount rates and actuarial information. Any change in market performance, interest rate performance, assumed health care cost trend rate and compensation rates could result in significant changes in the Company’s UK pension plan and U.S. postretirement obligations.
Pension obligations – Scholastic Corporation's UK subsidiary has a defined benefit pension plan covering the majority of its employees who meet certain eligibility requirements. The Company’s pension plan and other postretirement benefits are accounted for using actuarial valuations.
The Company’s UK Pension Plan calculations are based on three primary actuarial assumptions: the discount rate, the long-term expected rate of return on plan assets and the anticipated rate of compensation increases. The discount rate is used in the measurement of the projected, accumulated and vested benefit obligations and interest cost component of net periodic pension costs. The long-term expected return on plan assets is used to calculate the expected earnings from the investment or reinvestment of plan assets. The anticipated rate of compensation increase is used to estimate the increase in compensation for participants of the plan from their current age to their assumed retirement age. The estimated compensation amounts are used to determine the benefit obligations.
Other postretirement benefits – The Company provides postretirement benefits, consisting of healthcare and life insurance benefits, to eligible retired United State-based employees. The postretirement medical plan benefits are funded on a pay-as-you-go basis, with the employee paying a portion of the premium and the Company paying the remainder. The existing benefit obligation is based on the discount rate and the assumed health care cost trend rate. The discount rate is used in the measurement of the projected and accumulated benefit obligations and the interest cost component of net periodic postretirement benefit cost. The assumed health care cost trend rate is used in the measurement of the long-term expected increase in medical claims.
Foreign currency translation
The Company’s non-United States dollar-denominated assets and liabilities are translated into United States dollars at prevailing rates at the balance sheet date and the revenues, costs and expenses are translated at the weighted average rates prevailing during each reporting period. Net gains or losses resulting from the translation of the foreign financial statements and the effect of exchange rate changes on long-term intercompany balances are accumulated and charged directly to the foreign currency translation adjustment component of stockholders’ equity until such time as the operations are substantially liquidated or sold. The Company assesses foreign investment levels periodically to determine if all or a portion of the Company’s investments in foreign subsidiaries are indefinitely invested.
Shipping and handling costs
Amounts billed to customers for shipping and handling are classified as revenue. Costs incurred in shipping and handling are recognized in Cost of goods sold.
Advertising costs
Advertising costs are expensed by the Company as incurred. Total advertising expense was $69.5, $60.1 and $85.2 for the twelve months ended May 31, 2022, 2021 and 2020, respectively.
Stock-based compensation
The Company recognizes the cost of services received in exchange for any stock-based awards. The Company recognizes the cost on a straight-line basis over an award’s requisite service period, which is generally the vesting period, except for the grants to retirement-eligible employees, based on the award’s fair value at the date of grant.
The fair values of stock options granted by the Company are estimated at the date of grant using the Black-Scholes option-pricing model. The Company’s determination of the fair value of stock-based payment awards using this option-pricing model is affected by the price of the Common Stock as well as by assumptions regarding highly complex and subjective variables, including, but not limited to, the expected price volatility of the Common Stock over the terms of the awards, the risk-free interest rate, and actual and projected employee stock option exercise behaviors. Estimates of fair value are not intended to predict actual future events or the value that may ultimately be realized by those who receive these awards.
Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates, in order to derive the Company’s best estimate of awards ultimately expected to vest. In determining the estimated forfeiture rates for stock-based awards, the Company annually conducts an assessment of the actual number of equity awards that have been forfeited previously. When estimating expected forfeitures, the Company considers factors such as the type of award, the employee class and historical experience. The estimate of stock-based awards that will ultimately be forfeited requires significant judgment and, to the extent that actual results or updated estimates differ from current estimates, such amounts will be recognized as a cumulative adjustment in the period such estimates are revised.
The table set forth below provides the estimated fair value of options granted by the Company during fiscal years 2022, 2021 and 2020 and the significant weighted average assumptions used in determining such fair value under the Black-Scholes option-pricing model. The average expected life represents an estimate of the period of time stock options are expected to remain outstanding based on the historical exercise behavior of the option grantees. The risk-free interest rate was based on the U.S. Treasury yield curve corresponding to the expected life in effect at the time of the grant. The volatility was estimated based on historical volatility corresponding to the expected life.
| | | | | | | | | | | | | | | | | |
| | 2022 | | 2021 | | 2020 |
| Estimated fair value of stock options granted | $ | 8.04 | | | $ | 3.80 | | | $ | 6.99 | |
| Assumptions: | | | | | |
| Expected dividend yield | 1.8 | % | | 2.9 | % | | 1.9 | % |
| Expected stock price volatility | 31.9 | % | | 30.2 | % | | 27.4 | % |
| Risk-free interest rate | 0.9 | % | | 0.2 | % | | 1.3 | % |
| Average expected life of options | 5 years | | 4 years | | 5 years |
New Accounting Pronouncements
Current Fiscal Year Adoptions:
ASU No. 2019-12
In December 2019, the FASB issued ASU No. 2019-12 Income Taxes (Topic 740) - Simplifying the Accounting for Income Taxes (ASU 2019-12), which simplifies the accounting for income taxes, eliminates certain exceptions within ASC 740, Income Taxes, and clarifies certain aspects of the current guidance to promote consistency among reporting entities. Most amendments within ASU 2019-12 are required to be applied on a prospective basis, while certain amendments must be applied on a retrospective or modified retrospective basis. As of the beginning of the first quarter of fiscal 2022, the Company adopted the applicable amendments of ASU 2019-12, using the modified retrospective basis for those amendments that are not applied on a prospective basis. The adoption of ASU 2019-12 did not have a material impact on the Company's Consolidated Financial Statements.
Forthcoming Adoption:
ASU No. 2021-08
In October 2021, the FASB issued ASU No. 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. The updates in this guidance seek to improve the accounting for acquired revenue contracts with customers in a business combination by addressing diversity in practice and inconsistency related to the following: 1. Recognition of an acquired contract liability and 2. Payment terms and their effect on subsequent revenue recognized by the acquirer. The amendments in this Update improve comparability for both the recognition and measurement of acquired revenue contracts with customers at the date of and after a business combination. The amendments improve comparability by specifying for all acquired revenue contracts regardless of their timing of payment: (1) the circumstances in which the acquirer should recognize contract assets and contract liabilities that are acquired in a business combination and (2) how to measure those contract assets and contract liabilities. The amendments improve comparability after the business combination by providing consistent recognition and measurement guidance for revenue contracts with customers acquired in a business combination and revenue contracts with customers not acquired in a business combination.
The ASU will be effective for the Company in the first quarter of fiscal 2024. The amendments in this Update should be applied prospectively to business combinations occurring on or after the effective date of the amendments. Early adoption of the amendments is permitted, including adoption in an interim period. An entity that early adopts in an interim period should apply the amendments (1) retrospectively to all business combinations for which the acquisition date occurs on or after the beginning of the fiscal year that includes the interim period of early application and (2) prospectively to all business combinations that occur on or after the date of initial application. Should the Company enter into a business combination, it will evaluate the impact of this ASU on its consolidated financial position, results of operations and cash flows.
Prior Period Adjustments
During the first quarter of fiscal 2022, the Company determined that it is more appropriate for certain editorial costs to be included in Selling, general and administrative expenses rather than Cost of goods sold based on the nature of these costs and how management views the business. As a result of this error in classification, Cost of goods sold was overstated and Selling, general and administrative expenses were understated by $37.8 as of May 31, 2021 and $41.7 as of May 31, 2020.
In accordance with the provisions of SEC Staff Accounting Bulletin No. 108, the Company assessed the impact of these adjustments on prior period financial statements and concluded that these errors were not material individually or in the aggregate to any of the prior reporting periods.
To conform the prior periods to the current period presentation, the Company has adjusted the statement of operations for the periods ended May 31, 2021 and May 31, 2020 for the correction of the error. The adjustment resulted in a decrease in Cost of goods sold and an increase in Selling, general and administrative expenses in each of the periods presented. There was no other impact to the financial statements.
The following table shows the adjusted Cost of goods sold and Selling, general and administrative expenses for those periods indicated:
| | | | | | | | | | | | | | | | | | | | |
| | Fiscal Year Ended
May 31, 2021 | | Fiscal Year Ended
May 31, 2020 |
| | |
| Cost of goods sold: | | | | | | |
| As previously reported | | $ | 666.5 | | | $ | 751.0 | |
| Adjustment | | | (37.8) | | | | (41.7) | |
| As adjusted | | $ | 628.7 | | | $ | 709.3 | |
| | | | | | |
| Selling, general and administrative expenses: | | | | | | |
| As previously reported | | $ | 584.9 | | | $ | 722.5 | |
| Adjustment | | | 37.8 | | | | 41.7 | |
| As adjusted | | $ | 622.7 | | | $ | 764.2 | |
2. REVENUES
Disaggregated Revenue Data
Effective June 1, 2021, the former “Education” reportable segment was renamed as the “Education Solutions” reportable segment, in connection with the consolidation of the segment’s multiple channels into a single Education Solutions group.
The following table presents the Company’s segment revenues disaggregated by region and domestic channel during the year ended May 31:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| 2022 | | 2021 | | 2020 |
| Book Clubs - U.S. | $ | 126.4 | | | $ | 145.4 | | | $ | 157.4 | |
| Book Fairs - U.S. | | 429.7 | | | | 164.3 | | | | 383.8 | |
| Trade - U.S. | | 344.0 | | | | 328.8 | | | | 306.7 | |
Trade - International(1) | | 46.4 | | | | 36.5 | | | | 33.8 | |
| Total Children's Book Publishing and Distribution | | 946.5 | | | | 675.0 | | | | 881.7 | |
| | | | | | | | |
| Education Solutions - U.S. | | 393.6 | | | | 312.3 | | | | 287.3 | |
| Total Education Solutions | | 393.6 | | | | 312.3 | | | | 287.3 | |
| | | | | | | | |
International - Major Markets(2) | | 237.1 | | | | 226.8 | | | | 227.1 | |
International - Other Markets(3) | | 65.7 | | | | 86.2 | | | | 91.0 | |
| Total International | | 302.8 | | | | 313.0 | | | | 318.1 | |
| Total Revenues | $ | 1,642.9 | | | $ | 1,300.3 | | | $ | 1,487.1 | |
(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.
In fiscal 2022, there were no customers that accounted for more than 10% of consolidated revenues. In fiscal 2021, the Company had one customer that accounted for more than 10% of consolidated revenues. Total revenues from this customer were $152.7, or approximately 12% of consolidated revenues, during the year ended May 31, 2021. Approximately $119.7 was reported within the Children's Book Publishing & Distribution segment, $8.8 in the Education Solutions segment and $24.2 in the International segment. In fiscal 2020, there were no customers that accounted for more than 10% of consolidated revenues.
Estimated Returns
A liability for expected returns of $42.2 and $45.2 was recorded within Other accrued expenses on the Company's Consolidated Balance Sheets as of May 31, 2022 and 2021, respectively. In addition, a return asset of $5.3 and $3.4 was recorded within Prepaid expenses and other current assets as of May 31, 2022 and 2021, respectively, for the recoverable cost of product estimated to be returned by customers.
Deferred Revenue
The following table presents further detail regarding the Company's deferred revenue balance for the years ended May 31:
| | | | | | | | | | | | | | | | | | | | |
| 2022 | 2021 |
| Book fairs incentive credits | $ | 100.1 | | | $ | 59.9 | | |
| Magazines+ subscriptions | | 4.5 | | | | 4.6 | | |
| U.S. digital subscriptions | | 19.5 | | | | 11.9 | | |
U.S. education-related(1) | | 13.6 | | | | 6.2 | | |
| Media-related | | 15.8 | | | | 2.5 | | |
| Stored value cards | | 9.4 | | | | 2.9 | | |
Other(2) | | 9.9 | | | | 11.1 | | |
| Total deferred revenue | $ | 172.8 | | | $ | 99.1 | | |
(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 in respect to 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 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 amount of revenue recognized during the years ended May 31, 2022 and 2021 included within the opening Deferred revenue balance was $85.0 and $73.3, respectively.
Allowance for Credit Losses
The following table presents the change in the allowance for credit losses, which is included in Accounts Receivable, net on the Consolidated Balance Sheets:
| | | | | | | | |
| Allowance for Credit Losses |
| Balance as of June 1, 2021 | $ | 21.4 | |
| Current period provision | | 15.2 | |
| Write-offs and other | | (10.7) | |
| Balance as of May 31, 2022 | $ | 25.9 | |
3. SEGMENT INFORMATION
The Company categorizes its businesses into three reportable segments: Children’s Book Publishing and Distribution and Education Solutions, which comprise the Company's domestic operations, and International.
•Children’s Book Publishing and Distribution operates as an integrated business which includes the publication and distribution of children’s books, ebooks, media and interactive products in the United States through its book clubs and book fairs in its school channels and through the trade channel. This segment is comprised of three operating segments.
•Education 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 programs and related support services, and print and on-line reference and non-fiction products for grades pre-kindergarten to 12 in the United States. This segment is comprised of 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 and foreign rights businesses. This segment is comprised of three operating segments.
The following tables set forth information for the Company’s segments for the three fiscal years ended May 31:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 2022 | 2021 | 2020 |
| Revenues | | | | | | | | | |
| Children's Book Publishing and Distribution | $ | 946.5 | | | $ | 675.0 | | | $ | 881.7 | | |
| Education Solutions | | 393.6 | | | | 312.3 | | | | 287.3 | | |
| International | | 302.8 | | | 313.0 | | | 318.1 | |
| Total | $ | 1,642.9 | | $ | 1,300.3 | | $ | 1,487.1 | |
| | | | | | | | | |
| Operating income (loss) | | | | | | | | | |
| Children's Book Publishing and Distribution | $ | 115.3 | | $ | 8.9 | | $ | 17.1 | |
| Education Solutions | | 81.8 | | | 57.7 | | | 24.7 | |
| International | | 3.3 | | | 21.2 | | | (8.0) | |
Overhead (1) | | (103.0) | | | (110.5) | | | (122.3) | |
| Total | $ | 97.4 | | $ | (22.7) | | $ | (88.5) | |
| | | | | | | | | |
Depreciation and amortization (2) | | | | | | | | | |
| Children's Book Publishing and Distribution | $ | 24.9 | | $ | 25.6 | | $ | 26.5 | |
| Education Solutions | | 15.1 | | | 12.7 | | | 13.0 | |
| International | | 6.2 | | | 6.6 | | | 7.3 | |
Overhead (1) | | 45.1 | | | 45.4 | | | 43.4 | |
| Total | $ | 91.3 | | $ | 90.3 | | $ | 90.2 | |
| | | | | | | | | |
| Segment assets at May 31 | | | | | | | | | |
| Children's Book Publishing and Distribution | $ | 559.4 | | $ | 518.0 | | | $ | 528.0 | |
| Education Solutions | | 289.4 | | | 239.8 | | | 223.4 | |
| International | | 258.3 | | | 302.1 | | | 270.3 | |
Overhead (1) | | 833.7 | | | 948.4 | | | 1,011.9 | |
| Total | $ | 1,940.8 | | $ | 2,008.3 | | $ | 2,033.6 | |
(1) Overhead includes all domestic corporate amounts not allocated to segments, including expenses and costs related to the management of corporate assets. |
(2) Includes depreciation of property, plant and equipment, amortization of intangible assets and prepublication, deferred financing and cloud computing costs. |
4. ASSET WRITE DOWN
During fiscal 2022, the Company committed to a plan to cease operations and sell the direct sales business in Asia, including the sale of the Malaysia legal entity. The Company wrote down the related assets which were included in the International segment and consisted of accounts receivable, inventory, other current assets and long-lived assets, to their recoverable value which equates to the selling price of $3.7. The remaining assets, consisting of accounts receivable and inventory, are classified as held for sale and recorded as a current asset on the Company's Consolidated Balance Sheet. The Company recognized a loss of $15.1 in fiscal 2022 which is included in Gain (Loss) on assets held for sale within the Company's 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.
During fiscal 2021, the Company committed to a plan to cease use of certain leased office space in New York City and consolidate into the company-owned New York headquarters building. The right-of-use (ROU) assets and the other long-lived assets associated with these operating leases were included in the Overhead segment. An impairment expense of $8.5 was recognized in fiscal 2021 of which $7.0 related to the ROU assets and $1.5 related to other long-lived assets, primarily leasehold improvements. The Company also committed to a plan to permanently close 13 of the 54 book fairs warehouses in the U.S. as part of a branch consolidation project. The ROU assets and the other long-lived assets associated with these warehouse operating leases were included in the Children’s Book Publishing and Distribution segment. An impairment expense of $2.6 was recognized in fiscal 2021, primarily related to the ROU
assets. The impact of the total $11.1 impairment was a loss per basic and diluted share of Class A and Common Stock of $0.24 in the twelve months ended May 31, 2021.
5. DEBT
The following table summarizes the Company's debt as of May 31:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Carrying
Value | | Fair
Value | | Carrying
Value | | Fair
Value |
| | | 2022 | | | 2021 |
| Loan Agreement: | | | | | | | | | | | |
Revolving Loan | $ | — | | | $ | — | | | $ | 175.0 | | | $ | 175.0 | |
Unsecured Lines of Credit (weighted average interest rates of 5.4% and 4.7%, respectively) | | 6.5 | | | | 6.5 | | | | 7.9 | | | | 7.9 | |
| UK long-term debt | | — | | | | — | | | | 7.3 | | | | 7.3 | |
| Total debt | $ | 6.5 | | | $ | 6.5 | | | $ | 190.2 | | | $ | 190.2 | |
| Less: lines of credit and current portion of long-term debt | | (6.5) | | | | (6.5) | | | | (182.9) | | | | (182.9) | |
| Total long-term debt | $ | — | | | $ | — | | | $ | 7.3 | | | $ | 7.3 | |
The Company's debt obligations as of May 31, 2022 have maturities of one year or less.
US Loan 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 May 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 May 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 May 31, 2022, the Company had no outstanding borrowings under the Loan Agreement. During the first and second quarters of fiscal 2022, the Company paid down $100.0 and $75.0, respectively, of the remaining borrowings as of the beginning of the fiscal year. As of May 31, 2021, the Company had outstanding borrowings of $175.0 under the Loan 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 at May 31, 2022.
At May 31, 2022, the Company had open standby letters of credit totaling $4.1 issued under certain credit lines, including $0.4 under the Loan 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 loan had an original maturity date of July 31, 2021, which was extended to July 31, 2022 in May 2021. Under the agreement, the principal balance is due in full in a single payment on the last day of the term and interest on the amount borrowed is due and payable quarterly. The interest was charged at 1.77% per annum over the Base Rate until July 31, 2021 and 2.25% per annum over the Base Rate thereafter. On March 31, 2022, Scholastic Limited UK paid down the remaining balance of £3.2 and closed the facility. As of May 31, 2022, the Company had no outstanding borrowings and no availability under the term loan facility. As of May 31, 2021, the Company had $4.5 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 had an original maturity date of July 31, 2021, which was extended to July 31, 2022 in May 2021. Under the agreement, the principal balance is due in full in a single payment on the last day of the term and interest on the amount borrowed is due and payable quarterly. The interest was charged at 1.77% per annum over the Base Rate until July 31, 2021 and 2.25% per annum over the Base Rate thereafter. On May 12, 2022, Scholastic Limited UK paid down the balance of £2.0 and closed the term loan agreement. The Company had no outstanding borrowings as of May 31, 2022 and $2.8 outstanding on the loan as of May 31, 2021.
Lines of Credit
As of May 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 May 31, 2022 and May 31, 2021. As of May 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 May 31, 2022, the Company had various local currency credit lines, totaling $27.3, underwritten by banks primarily in the United States, Canada and the United Kingdom. Outstanding borrowings under these facilities were $6.5 at May 31, 2022 at a weighted average interest rate of 5.4%, compared to outstanding borrowings of $7.9 at May 31, 2021 at a weighted average interest rate of 4.7%. As of May 31, 2022, amounts available under these facilities totaled $20.8. 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
Contractual Commitments
The following table sets forth the aggregate minimum future contractual commitments at May 31, 2022 relating to royalty advances and minimum print quantities for the fiscal years ending May 31:
| | | | | | | | | | | | | | | | | |
| | Royalty Advances | | Minimum Print Quantities |
| 2023 | $ | 18.4 | | | $ | 2.4 | |
| 2024 | | 7.3 | | | | 1.5 | |
| 2025 | | 1.8 | | | | 0.1 | |
| 2026 | | 0.5 | | | | — | |
| 2027 | | 0.1 | | | | — | |
| Thereafter | | 0.1 | | | | — | |
| Total commitments | $ | 28.2 | | | $ | 4.0 | |
The Company had open standby letters of credit of $4.1 and $4.3 issued under certain credit lines as of May 31, 2022 and 2021, respectively, in support of its insurance programs. These letters of credit are scheduled to expire within one year; however, the Company expects that substantially all of these letters of credit will be renewed, at similar terms, prior to their expiration.
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.
On July 20, 2021, the Company, along with its co-defendants in a certain legal proceeding, executed a settlement agreement regarding certain licenses and trademarks related to intellectual property used in formerly owned products, which were included in the sale of the educational technology and services business that occurred in fiscal 2015. Without admitting to the allegations raised, the agreement required the Company to pay $20.0 in a one-time cash payment to avoid the uncertainties of trial and the additional costs of preparing for and presenting an on-going legal defense in this matter. The Company recognized an accrual for the settlement amount in fiscal 2021 as the events that gave rise to the litigation had taken place prior to May 31, 2021. The settlement was paid in September 2021. The Company received $6.6 in recoveries from its insurance programs during the first quarter of fiscal 2022, which was recognized as an offset to the legal settlement and reflected in Selling, general and administrative expenses in the Company's Consolidated Statement of Operations. 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.
Sales Tax Matters
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 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.
7. INVESTMENTS
Investments are included in Other assets and deferred charges on the Consolidated Balance Sheets. The following table summarizes the Company’s investments for the fiscal years ended May 31:
| | | | | | | | | | | | | | | | | | | | | | | |
| 2022 | | 2021 | | Segment |
| Equity method investments | $ | 31.0 | | | $ | 34.3 | | | International |
| Other equity investments | | 6.0 | | | | 6.0 | | | Children's Book Publishing & Distribution |
| Total investments | $ | 37.0 | | | $ | 40.3 | | | |
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 Consolidated Balance Sheets. There have been no impairments or adjustments to the carrying value of this investment.
The Company has other equity investments with a net carrying value of less than $0.1 at May 31, 2022 and May 31, 2021.
Income from equity investments reported in Selling, general and administrative expenses in the Consolidated Statements of Operations totaled $2.0 for the year ended May 31, 2022, $7.4 for the year ended May 31, 2021 and $3.2 for the year ended May 31, 2020. The Company received dividends of $1.4 and $2.4 for the years ended May 31, 2022 and May 31, 2021, respectively.
8. PROPERTY, PLANT AND EQUIPMENT
The following table summarizes the major classes of assets at cost and accumulated depreciation for the fiscal years ended May 31:
| | | | | | | | | | | | | | | | | |
| 2022 | | 2021 |
| Land | $ | 79.6 | | | $ | 81.4 | |
| Buildings | | 232.5 | | | | 244.8 | |
| Capitalized software | | 243.6 | | | | 217.9 | |
| Furniture, fixtures and equipment | | 206.5 | | | | 209.4 | |
| Building and leasehold improvements | | 214.9 | | | | 214.4 | |
| Construction in progress | | 33.9 | | | | 43.3 | |
| Total at cost | $ | 1,011.0 | | | $ | 1,011.2 | |
| Less: Accumulated depreciation and amortization | | (494.0) | | | | (454.3) | |
| Property, plant and equipment, net | $ | 517.0 | | | $ | 556.9 | |
| | | | | | | | | | | | | | | | | |
| Included in Other assets and deferred charges | 2022 | | 2021 |
| Capitalized Cloud Computing Arrangements | $ | 32.3 | | | $ | 15.8 | |
Depreciation and amortization expense related to property, plant, and equipment was $54.8, $58.3 and $58.3 for the fiscal years ended May 31, 2022, 2021 and 2020, respectively. Amortization expense related to cloud computing arrangements was $3.9, $0.7 and less than $0.1 for the fiscal years ended May 31, 2022, 2021 and 2020, respectively.
In fiscal 2021, the Company recognized a pretax impairment charge of $1.5 related to its plan to cease use of certain leased office space in New York City and consolidate into its company-owned New York headquarters building. Refer to Note 4, "Asset Write Down", for further discussion regarding the impairment.
In fiscal 2020, the Company recognized a pretax impairment charge of $0.6 related to an outdated technology platform in Canada. These amounts are included in Asset impairments and write downs within the Company's Consolidated Statement of Operations.
The following table presents long-lived assets and related additions by reportable segment for the fiscal years ended May 31:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Additions | | | Long-lived assets (1) |
| | 2022 | | | 2021 | | | 2022 | | | 2021 |
| Children's Book Publishing and Distribution | | $ | 5.7 | | | | $ | 6.0 | | | | $ | 32.3 | | | | $ | 44.2 | |
| Education Solutions | | 0.5 | | | | 2.6 | | | | 2.7 | | | | 6.8 | |
| International | | 3.9 | | | | 3.4 | | | | 25.0 | | | | 29.4 | |
Overhead (2) | | 4.3 | | | | 10.4 | | | | 396.7 | | | | 417.1 | |
Total (3) | | $ | 14.4 | | | | $ | 22.4 | | | | $ | 456.7 | | | | $ | 497.5 | |
| (1) Long-lived assets consist of property, plant and equipment, net, excluding capitalized software. |
| (2) Overhead includes all domestic corporate amounts not allocated to segments, including expenses and costs related to the management of corporate assets. |
(3) Long-lived assets held in the United States were $431.3 and $467.8 as of May 31, 2022 and 2021, respectively. Long-lived assets held outside the United States were $25.4 and $29.7 as of May 31, 2022 and 2021, respectively. |
Sale of Long-Lived Assets
During the fourth quarter of fiscal 2022, the Company sold the UK distribution center located in Witney to consolidate the operations into a new facility in Warwickshire. The long-lived assets related to the Witney facility, which consisted of building and building improvements, were included in the International segment. These assets had a carrying value of $2.1 and were classified as held for sale as of the third quarter of fiscal 2020. The net proceeds from the sale were $5.6 and the Company recognized a gain on sale of $3.5. This amount is included within Gain (loss) on sale of assets and other within the Company's Consolidated Statements of Operations.
During the second quarter of fiscal 2022, the Company sold a facility, which included office and warehouse space, located in Lake Mary, Florida as part of an initiative to rightsize its real estate footprint to reduce occupancy costs. The long-lived assets, which consisted of land, building, building improvements, furniture and fixtures, were included in the Children's Book Publishing and Distribution segment. These assets had a carrying value of $4.2 and were classified as held for sale as of the third quarter of fiscal 2021. The net proceeds from the sale were $10.4 and the Company recognized a gain on sale of $6.2. This amount is included within Gain (loss) on sale of assets and other within the Company's Consolidated Statements of Operations.
During the third quarter of fiscal 2021, the Company sold the UK distribution center located in Southam. The long-lived assets related to the Southam facility, which consisted of land, building and building improvements, were included in the International segment. The assets had a carrying value of $1.3 and were classified as held for sale as of the fiscal year ended May 31, 2020. The net proceeds from the sale were $5.1 and the Company recognized a gain on sale of $3.8. This amount is included within Gain (loss) on sale of assets and other within the Company's Consolidated Statements of Operations.
During the first quarter of fiscal 2021, the company-owned facility located in Danbury, Connecticut was sold and the Company relocated the book fairs warehousing and distribution operations conducted in Danbury to a leased warehouse in Easton, Pennsylvania. The long-lived assets related to the Danbury facility, which consisted of land, building, and building improvements, were included in the Overhead segment. These assets had a carrying value of $5.7 and were classified as held for sale as of the fiscal year ended May 31, 2020. The net proceeds from the sale were $12.3 and the Company recognized a gain on sale of $6.6. This amount is included within Gain (loss) on sale of assets and other within the Company's Consolidated Statements of Operations.
9. LEASES
The following table summarizes right-of-use assets and lease liabilities recorded on the Company's Consolidated Balance Sheet for the fiscal years ended May 31, 2022 and May 31, 2021:
| | | | | | | | | | | | | | | | | | | | |
| May 31, 2022 | May 31, 2021 | | Location within Consolidated Balance Sheet |
| Operating leases | $ | 81.9 | | $ | 78.6 | | | Operating lease right-of-use assets, net |
| Finance leases | | 8.1 | | | 10.2 | | | Property, plant and equipment, net |
| Total lease assets | $ | 90.0 | | $ | 88.8 | | | |
| | | | | | |
| Operating leases : | | | | | | |
| Current portion | $ | 20.8 | | $ | 25.0 | | | Current portion of operating lease liabilities |
| Non-current portion | | 69.8 | | | 67.4 | | | Long-term operating lease liabilities |
| Total operating lease liabilities | $ | 90.6 | | $ | 92.4 | | | |
| | | | | | |
| Finance leases : | | | | | | |
| Current portion | $ | 2.3 | | $ | 2.2 | | | Other accrued expenses |
| Non-current portion | | 6.7 | | | 8.8 | | | Other noncurrent liabilities |
| Total finance lease liabilities | $ | 9.0 | | $ | 11.0 | | | |
| Total lease liabilities | $ | 99.6 | | $ | 103.4 | | | |
In fiscal 2021, the Company recognized a pretax impairment charge of $9.6 related to operating lease right-of-use assets in connection with its plan to cease use of certain leased office space in New York City and consolidate into its company-owned New York headquarters building and its plan to permanently close 13 of its 54 book fair warehouses in the U.S. as part of a branch consolidation project. Refer to Note 4, "Asset Write Down", for further discussion regarding the impairment.
The following table summarizes the lease expense activity for the fiscal years ended May 31:
| | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | Location within Consolidated Statements of Operations |
| 2022 | 2021 | 2020 |
| Operating lease expense | $ | 25.9 | | $ | 28.3 | | $ | 28.6 | | Selling, general and administrative expenses |
| Finance lease costs : | | | | | | | |
| Depreciation of leased assets | | 2.2 | | | 2.3 | | | 2.1 | | Depreciation and amortization |
| Accretion of lease liabilities | | 0.4 | | | 0.4 | | | 0.4 | | Interest expense |
| | | | | | | |
| | | | | | | |
| Total lease expense | $ | 28.5 | | $ | 31.0 | | $ | 31.1 | | |
The following table summarizes certain cash flows information related to the Company's leases for the fiscal years ended May 31:
| | | | | | | | | | | | | | | | | | | | |
| 2022 | 2021 | 2020 |
| Cash paid for amounts included in the measurement of lease liabilities: | | | | | | |
| Operating cash flows from operating leases | $ | 31.4 | | $ | 27.4 | | $ | 25.4 | |
| Operating cash flows from finance leases | | 0.4 | | | 0.4 | | | 0.4 | |
| Financing cash flows from finance leases | | 2.3 | | | 2.3 | | | 2.0 | |
The following table provides the maturities of the Company's lease liabilities recorded on the Company's Consolidated Balance Sheet for the fiscal year ended May 31, 2022:
| | | | | | | | | | | | | | | | | |
| Operating Leases | | Finance Leases |
| Fiscal 2023 | $ | 23.8 | | | $ | 2.6 | |
| Fiscal 2024 | | 21.2 | | | | 2.4 | |
| Fiscal 2025 | | 15.5 | | | | 1.6 | |
| Fiscal 2026 | | 9.5 | | | | 1.2 | |
| Fiscal 2027 | | 7.6 | | | | 1.1 | |
| Thereafter | | 28.3 | | | | 1.0 | |
| Total lease payments | $ | 105.9 | | | $ | 9.9 | |
| Less: interest | | (15.3) | | | | (0.9) | |
| Total lease liabilities | $ | 90.6 | | | $ | 9.0 | |
The following table summarizes the weighted-average remaining lease terms and weighted-average discount rates related to the Company's leases recorded on the Company's Consolidated Balance Sheet for the fiscal years ended May 31, 2022 and May 31, 2021:
| | | | | | | | | | | |
| 2022 | | 2021 |
| Weighted-average remaining lease term (years): | | | |
| Operating Leases | 6.3 | | 5.8 |
| Finance Leases | 4.9 | | 5.6 |
| Weighted-average discount rate: | | | |
| Operating Leases | 4.3 | % | | 4.6 | % |
| Finance Leases | 4.0 | % | | 4.0 | % |
10. GOODWILL AND OTHER INTANGIBLES
The following table summarizes the activity in Goodwill for the fiscal years ended May 31:
| | | | | | | | | | | | | | | | | |
| | 2022 | | 2021 |
| Gross beginning balance | $ | 165.9 | | | $ | 164.5 | |
| Accumulated impairment | | (39.6) | | | | (39.6) | |
| Beginning balance | $ | 126.3 | | | $ | 124.9 | |
| | | | | |
| | | | | |
| Foreign currency translation | | (1.0) | | | | 1.4 | |
| | | | | |
| | | | | |
| | | | | |
| Ending balance | $ | 125.3 | | | $ | 126.3 | |
There were no impairment charges related to Goodwill in any of the periods presented. The Company performed a qualitative assessment for the fiscal 2022 annual impairment test and concluded that goodwill is not impaired.
The following table presents Goodwill by segment as of May 31:
| | | | | | | | | | | | | | | | | | | | |
| 2022 | 2021 |
| Children's Book Publishing and Distribution | $ | 47.0 | | | $ | 47.8 | | |
| Education Solutions | | 68.3 | | | | 68.5 | | |
| International | | 10.0 | | | 10.0 | |
| Total | $ | 125.3 | | $ | 126.3 | |
The following table summarizes Other intangibles for the fiscal years ended May 31:
| | | | | | | | | | | | | | | | | |
| | 2022 | | 2021 |
| Other intangibles subject to amortization - beginning balance | $ | 8.4 | | | $ | 10.5 | |
| Additions | | — | | | | — | |
| Adjustments | | — | | | | (0.5) | |
| Amortization expense | | (2.0) | | | | (2.2) | |
| Foreign currency translation | | (0.4) | | | | 0.6 | |
| | | | | |
| | | | | |
Total other intangibles subject to amortization, net of accumulated amortization of $34.3 and $32.3, respectively | $ | 6.0 | | | $ | 8.4 | |
| | | | | |
| Total other intangibles not subject to amortization | | 2.1 | | | | 2.1 | |
| Total other intangibles | $ | 8.1 | | | $ | 10.5 | |
There were no additions to intangible assets for the fiscal year ended May 31, 2022.
In fiscal 2021, the Company recorded a purchase accounting adjustment which decreased the carrying amount of the amortizable intangible assets by $0.5.
Amortization expense for Other intangibles totaled $2.0, $2.2 and $3.2 for the fiscal years ended May 31, 2022, 2021 and 2020, respectively.
The following table reflects the estimated amortization expense for intangibles for future fiscal years ending May 31:
| | | | | | | | |
| 2023 | $ | 1.9 | |
| 2024 | | 1.5 | |
| 2025 | | 1.2 | |
| 2026 | | 0.4 | |
| 2027 | | 0.4 | |
| Thereafter | | 0.6 | |
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 4.3 years.
There were no impairment charges related to Intangible assets in any of the periods presented.
11. TAXES
The components of Earnings (loss) before income taxes for the fiscal years ended May 31 were:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| 2022 | | 2021 | | 2020 |
| United States | $ | 76.9 | | | $ | (45.8) | | | $ | (92.5) | |
| Non-United States | | 12.8 | | | | 27.6 | | | | 2.8 | |
| Total | $ | 89.7 | | | $ | (18.2) | | | $ | (89.7) | |
The provision (benefit) for income taxes for the fiscal years ended May 31 consisted of the following components:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 2022 | | 2021 | | 2020 |
| Current | | | | | | | | |
| Federal | $ | (2.1) | | | $ | 2.3 | | | $ | (72.2) | |
| State and local | | 0.6 | | | | (0.3) | | | | (1.2) | |
| Non-United States | | 3.0 | | | | 6.0 | | | | 2.1 | |
| Total Current | $ | 1.5 | | | $ | 8.0 | | | $ | (71.3) | |
| | | | | | | | |
| Deferred | | | | | | | | |
| Federal | $ | 6.1 | | | $ | (10.9) | | | $ | 27.3 | |
| State and local | | 2.4 | | | | (1.3) | | | | (0.9) | |
| Non-United States | | (1.3) | | | | (3.1) | | | | (1.1) | |
| Total Deferred | $ | 7.2 | | | $ | (15.3) | | | $ | 25.3 | |
| | | | | | | | |
| Total Current and Deferred | $ | 8.7 | | | $ | (7.3) | | | $ | (46.0) | |
Effective Tax Rate Reconciliation
A reconciliation of the significant differences between the effective income tax rate and the federal statutory rate on Earnings (loss) before income taxes for the fiscal years ended May 31 was as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 2022 | | 2021 | | 2020 |
| Computed federal statutory provision | | 21.0 | % | | | 21.0 | % | | | 21.0 | % |
| State income tax provision, net of federal income tax benefit | | 3.1 | | | | (10.4) | | | | 2.0 | |
| Difference in effective tax rates on earnings of foreign subsidiaries | | (0.2) | | | | 7.0 | | | | 1.8 | |
| Rate differential on net operating loss carrybacks | | — | | | | 19.3 | | | | 34.2 | |
| GILTI inclusion | | — | | | | (2.7) | | | | (2.4) | |
| | | | | | | | |
| Various tax credits | | (1.9) | | | | 6.5 | | | | 0.8 | |
| Valuation allowances | | 0.2 | | | | 25.7 | | | | (1.1) | |
| Uncertain positions | | (8.1) | | | | (14.6) | | | | (2.3) | |
| | | | | | | | |
| Equity and other compensation | | 1.2 | | | | (8.7) | | | | (0.6) | |
| Return to provision adjustments | | (4.4) | | | | — | | | | (0.7) | |
| Other, net | | (1.2) | | | | (3.0) | | | | (1.4) | |
| Effective tax rates | | 9.7 | % | | | 40.1 | % | | | 51.3 | % |
| Total provision (benefit) for income taxes | $ | 8.7 | | | $ | (7.3) | | | $ | (46.0) | |
During the fiscal year ended May 31, 2022, the IRS substantially completed their examination of the income tax returns for the fiscal years 2015 through 2020. As a result of the examination, reserves for uncertain positions were released. As of May 31, 2022, return to provision adjustments include the impact of tax accounting method changes filed with the fiscal 2021 tax return.
Unremitted Earnings
The Company assesses foreign investment levels periodically to determine if all or a portion of the Company’s investments in foreign subsidiaries are indefinitely invested. The Company is permanently reinvested in certain foreign subsidiaries representing a portion of the Company's investments in foreign subsidiaries. Any required adjustment to the income tax provision would be reflected in the period that the Company changes this assessment. As of May 31, 2022, there have been no adjustments to the income tax provision related to unremitted earnings.
Deferred Taxes
The significant components for deferred income taxes for the fiscal years ended May 31 were as follows:
| | | | | | | | | | | | | | | | | |
| 2022 | | 2021 |
| Deferred tax assets: | | | | | |
| Tax uniform capitalization | $ | 9.8 | | | $ | 8.6 | |
| Prepublication expenses | | 0.6 | | | | 0.6 | |
| Inventory reserves | | 21.3 | | | | 19.3 | |
| Allowance for credit losses | | 4.0 | | | | 2.8 | |
| Deferred revenue | | 2.5 | | | | 13.5 | |
| Stock Based Compensation | | 8.0 | | | | 9.1 | |
| Other reserves | | 8.4 | | | | 10.8 | |
| Postretirement, post employment and pension obligations | | 2.3 | | | | 3.1 | |
| Tax carryforwards | | 35.2 | | | | 39.7 | |
| Lease liabilities | | 22.8 | | | | 23.7 | |
| Other | | 15.7 | | | | 14.1 | |
| Gross deferred tax assets | $ | 130.6 | | | $ | 145.3 | |
| Valuation allowance | | (23.1) | | | | (23.1) | |
| Total deferred tax assets | $ | 107.5 | | | $ | 122.2 | |
| Deferred tax liabilities: | | | | | |
| Depreciation and amortization | | (66.4) | | | | (74.3) | |
| Lease Right of Use Assets | | (20.7) | | | | (20.2) | |
| | | | | |
| Other | | (2.5) | | | | (2.3) | |
| Total deferred tax liability | $ | (89.6) | | | $ | (96.8) | |
| Total net deferred tax assets | $ | 17.9 | | | $ | 25.4 | |
As of May 31, 2022, the total net deferred tax assets include federal deferred tax liabilities of $3.6 which are included in Other noncurrent liabilities on the Company's Consolidated Balance Sheet and deferred tax assets of $21.5. As of May 31, 2021, there were no deferred tax liabilities.
The Company regularly assesses the realizability of deferred tax assets considering all available evidence including, to the extent applicable, the nature, frequency and severity of prior cumulative losses, forecasts of future taxable income, tax filing status, duration of statutory carryforward periods, tax planning strategies and historical experience. For the fiscal year ended May 31, 2022, there was no significant change to the valuation allowance as a result of a release of a prior fiscal year foreign net operating loss, offset by an accrual related to foreign tax credits. For the fiscal year ended May 31, 2021, the valuation allowance decreased by $8.2, primarily the result of the release of valuation allowances for prior fiscal year state net operating losses and the expiration of a foreign net operating loss.
The Company has tax effected state and foreign net operating loss carryforwards of $8.6 and $25.3, respectively, for the fiscal year ended May 31, 2022. In addition, the Company has certain tax carryforwards related to tax credits of $1.3 for the fiscal year ended May 31, 2021. Certain state net operating loss carryforwards, if not utilized, expire at various times, primarily between fiscal year 2023 and fiscal year 2042. Certain foreign net operating loss carryforwards, if not utilized, also expire at various times. Approximately half of the foreign net operating loss carryforwards expire between fiscal year 2023 and fiscal year 2042 and the remaining carryforwards do not have an expiration date.
Unrecognized tax benefits
The benefits of uncertain tax positions are recorded in the financial statements only after determining a more likely-than-not probability that the uncertain tax positions will withstand challenge, if any, from taxing authorities, in which case such benefits are included in long-term income taxes payable and reduced by the associated federal deduction for state taxes and non-U.S. tax credits. The interest and penalties related to these uncertain tax positions are recorded as part of the Company’s income tax expense and constitute part of Other noncurrent liabilities on the Company’s Consolidated Balance Sheets.
The total amount of unrecognized tax benefits at May 31, 2022, 2021, and 2020 were $3.1, excluding $0.3 accrued for interest and penalties, $12.3, excluding $2.6 accrued for interest and penalties, and $10.2, excluding $2.2 accrued for interest and penalties, respectively. Of the total amount of unrecognized tax benefits at May 31, 2022, 2021, and 2020, $3.1, $12.3 and $10.2, respectively, would impact the Company’s effective tax rate.
During the years presented, the Company recognized interest and penalties related to unrecognized tax benefits in the provision for taxes in the Consolidated Financial Statements. The Company recognized a benefit of $2.3, an expense of $0.5, and an expense of $0.8 for the years ended May 31, 2022, 2021, and 2020, respectively.
The table below presents a reconciliation of the unrecognized tax benefits for the fiscal years indicated:
| | | | | | | | |
| Gross unrecognized benefits at May 31, 2019 | $ | 9.0 | |
| Decreases related to prior year tax positions | | (0.2) | |
| Increase related to prior year tax positions | | 1.8 | |
| Increases related to current year tax positions | | 0.1 | |
| Settlements during the period | | (0.2) | |
| Lapse of statute of limitation | | (0.3) | |
| Gross unrecognized benefits at May 31, 2020 | $ | 10.2 | |
| Decreases related to prior year tax positions | | (0.2) | |
| Increase related to prior year tax positions | | 2.6 | |
| Increases related to current year tax positions | | 0.2 | |
| Settlements during the period | | (0.2) | |
| Lapse of statute of limitation | | (0.3) | |
| Gross unrecognized benefits at May 31, 2021 | $ | 12.3 | |
| Decreases related to prior year tax positions | | (6.8) | |
| Increase related to prior year tax positions | | 0.5 | |
| Increases related to current year tax positions | | 0.6 | |
| Settlements during the period | | (3.5) | |
| Lapse of statute of limitation | | — | |
| Gross unrecognized benefits at May 31, 2022 | $ | 3.1 | |
Unrecognized tax benefits for the Company decreased by $9.2 for the year ended May 31, 2022 and increased by $2.1 for the year ended May 31, 2021. The decrease was primarily related to the release of uncertain tax positions resulting from the effectively settled IRS examination.
Income Tax Returns
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 US income tax returns for the fiscal 2015 through fiscal 2020 tax years. The examination is expected to be finalized in the first quarter of fiscal 2023 and the Company does not expect any additional impact to the financial results. In fiscal 2021, there were settlements of audits with taxing authorities, none of which were considered material to the provision for income taxes.
Tax Legislation Updates
In response to the COVID-19 pandemic, many governments have enacted measures to provide aid and economic stimulus. These measures included deferring the due dates of tax payments or other changes to their income and non-income-based tax laws as well as providing direct government assistance through grants and forgivable loans. On March 27, 2020, the U.S. government enacted the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”). The CARES Act, among other things, included provisions relating to refundable payroll tax credits, deferment of employer-side social security payments, net operating loss carryback periods, alternative minimum tax credit refunds, modifications to the net interest deduction limitations and technical corrections to tax depreciation methods for qualified improvement property.
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 in 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 Consolidated Financial Statements. These amounts are included in the Consolidated Financial Statements in Selling, general and administrative expenses. Future developments relating to the foregoing could result in adjustments being made to these accruals.
12. CAPITAL STOCK AND STOCK-BASED AWARDS
Class A Stock and Common Stock
Capital stock consisted of the following as of May 31, 2022:
| | | | | | | | | | | | | | | | | |
| Class A Stock | | Common Stock | | Preferred Stock |
| Authorized | 4,000,000 | | | 70,000,000 | | | 2,000,000 | |
| Reserved for Issuance | — | | | 9,007,196 | | | — | |
| Outstanding | 1,656,200 | | | 32,469,019 | | | — | |
The only voting rights vested in the holders of Common Stock, except as required by law, are the election of such number of directors as shall equal at least one-fifth of the members of the Board. The Class A Stockholders are entitled to elect all other directors and to vote on all other matters. The Class A Stockholders and the holders of Common Stock are entitled to one vote per share on matters on which they are entitled to vote. The Class A Stockholders have the right, at their option, to convert shares of Class A Stock into shares of Common Stock on a share-for-share basis. With the exception of voting rights and conversion rights, and as to any rights of holders of Preferred Stock if issued, the Class A Stock and the Common Stock are equal in rank and are entitled on the same basis to dividends and distributions when or if declared by the Board.
The Company issues shares of Common Stock from its Treasury stock to meet its share-based payment requirements, net of shares required to be withheld to cover the recipient's tax obligations.
Preferred Stock
The Company's Preferred Stock may be issued in one or more series, with the rights of each series, including voting rights, to be determined by the Board before each issuance. To date, no shares of Preferred Stock have been issued.
Stock-based awards
At May 31, 2022, the Company maintained four stockholder-approved stock-based compensation plans with regard to the Common Stock:
•Scholastic Corporation 2021 Stock Incentive Plan (the "2021 Plan");
•Scholastic Corporation 2011 Stock Incentive Plan (the “2011 Plan”), under which no further grants can be made;
•Scholastic Corporation 2017 Outside Directors Stock Incentive Plan (the “2017 Directors Plan”); and
•Scholastic Corporation 2007 Outside Directors Stock Incentive Plan (the “2007 Directors Plan”), under which no further grants can be made.
In September 2021, the Class A Stockholders approved the 2021 Plan which provides for the issuance of certain equity awards, including non-qualified stock options, time-vested restricted stock units, performance-based restricted stock units, incentive stock options and other equity awards. There are 2,500,000 shares available for issuance pursuant to awards granted under the 2021 Plan.
The 2011 Plan was approved by the Class A Stockholders in September 2011 and provides for the issuance of certain equity awards, including non-qualified stock options, time-vested restricted stock units, performance-based restricted stock units, all of which have been issued by the Company to date, and incentive stock options and other equity
awards. In September 2014, the Class A Stockholders approved the second amendment to the 2011 Plan increasing the shares available for issuance pursuant to awards granted under the 2011 Plan by 2,475,000 shares. In September 2018, the Class A Stockholders approved the third amendment to the 2011 Plan increasing the shares available for issuance pursuant to awards granted under the 2011 Plan by 2,540,000 shares, for a total of 7,115,000 shares available for issuance under the 2011 Plan. No further awards can be granted under the 2011 Stock Incentive Plan.
The Company’s stock-based awards vest over periods not to exceed four years and the Company's equity plans permit the acceleration of vesting upon retirement for certain eligible employees, as well as for certain other events.
At May 31, 2022, non-qualified stock options to purchase 350,061 and 4,065,574 shares of Common Stock were outstanding under the 2021 and 2011 Plan, respectively. During fiscal 2022, 350,061 and 51,479 options were granted under the 2021 and 2011 Plan at a weighted average exercise price of $34.49 and $33.89, respectively.
At May 31, 2022, 2,024,583 shares of Common Stock were available for issuance under the 2021 Plan.
In September 2017, the Class A Stockholders approved the 2017 Directors Plan which has 400,000 shares of Common Stock reserved for issuance and provides for the automatic grant to each non-employee director, on the date of each annual meeting of stockholders, of stock options and restricted stock units with a value equal to a fixed dollar amount. The total dollar amount, as well as the relative percentage of stock options and restricted stock units, is determined annually by the Board (or Committee designated by the Board) in advance of the grant date. In July 2021, the Board approved the fiscal 2022 grant to each non-employee director, on the date of the 2021 annual meeting of stockholders, of stock options and restricted stock units having a combined value, as determined by the Board, of one hundred thousand dollars ($100,000), (based on the fair market value on the date of grant), with 60% of such award to be awarded as restricted stock units and 40% of such award to be awarded as stock options, such grant to vest in its entirety on the earlier of the first anniversary of the date of grant or the date of the next annual meeting of stockholders following the date of grant.
In September 2007, the Class A Stockholders approved the 2007 Outside Directors Plan. From September 2007 through September 2011, the 2007 Directors Plan provided for the automatic grant to each non-employee director, on the date of each annual meeting of stockholders, of non-qualified stock options to purchase 3,000 shares of Common Stock at a purchase price per share equal to the fair market value of a share of Common Stock on the date of grant and 1,200 restricted stock units. In September 2012, the Class A Stockholders approved an amendment and restatement to the 2007 Outside Directors Stock Incentive Plan (the “Amended 2007 Directors Plan”), which provided for the automatic grant to each non-employee director, on the date of each annual meeting of stockholders, of stock options and restricted stock units with a value equal to a fixed dollar amount. The total amount, as well as the relative percentage of stock options and restricted stock units, were to be determined annually by the Board (or committee designated by the Board) in advance of the grant date. The value of the stock option was determined based on the Black-Scholes option pricing method, with the exercise price being the fair market value of the Common Stock on the grant date, and the value of the restricted stock unit portion is the fair market value of the Common Stock on the grant date. In December 2015, the Board approved amendment number 2 to the Amended 2007 Directors Plan to provide that a non-employee director elected between annual meetings of stockholders would receive a grant at the time of such election equal to a pro rata portion of the most recent annual grant of stock options and restricted stock units, based on the number of regular Board meetings remaining to be held for the annual period during which such election occurred.
During fiscal 2022, an aggregate of 37,534 options at a weighted average exercise price of $33.76 per share and 15,236 restricted stock units were granted to the non-employee directors under the 2017 Directors Plan, such grant to vest in its entirety on the earlier of the first anniversary of the date of grant or the date of the next annual meeting of Stockholders following the date of grant. As of May 31, 2022, non-qualified stock options to purchase 158,660 and 65,394 shares were outstanding under the 2017 Plan and the 2007 Plan, respectively.
Stock Options - Generally, stock options granted under the Company's equity plans may not be exercised for a minimum of one year after the date of grant and expire seven to ten years after the date of grant. The intrinsic value of certain stock options is tax deductible by the Company upon exercise, if compliant with current tax law. The Company amortizes the fair value of stock options as stock-based compensation expense over the requisite service period on a straight-line basis, or sooner if the employee effectively vests upon termination of employment for certain retirement-eligible employees, as well as in certain other events.
The following table sets forth the intrinsic value of stock options exercised, pretax stock-based compensation cost and related tax benefits for the Company's equity plans for the fiscal years ended May 31:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| 2022 | | 2021 | | 2020 |
| Total intrinsic value of stock options exercised | $ | 5.1 | | | $ | 0.1 | | | $ | 0.2 | |
| Total stock-based compensation cost (pretax) | | 7.8 | | | | 6.6 | | | | 3.8 | |
| Tax benefits (shortfalls) related to stock-based compensation cost | | 2.3 | | | | (3.7) | | | | (0.5) | |
| Weighted average grant date fair value per option | $ | 8.04 | | | $ | 3.80 | | | $ | 6.99 | |
Pretax stock-based compensation cost is recognized in Selling, general and administrative expenses. As of May 31, 2022, the total pretax compensation cost not yet recognized by the Company with regard to outstanding unvested stock options was $4.3. The weighted average period over which this compensation cost is expected to be recognized is 2.2 years.
The following table sets forth the stock option activity under the Company's equity plans for the fiscal year ended May 31, 2022:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Options | | Weighted
Average
Exercise Price | | Average Remaining
Contractual
Term (in years) | | Aggregate
Intrinsic Value (in millions) |
| Outstanding at May 31, 2021 | | 4,987,262 | | | $ | 29.73 | | | | | | | |
| | | | | | | | | | | |
| Granted | | 439,074 | | | | 34.36 | | | | | | | |
| Exercised | | (634,445) | | | | 27.86 | | | | | | | |
| Expired, canceled and forfeited | | (152,202) | | | | 22.74 | | | | | | | |
| Outstanding at May 31, 2022 | | 4,639,689 | | | $ | 30.65 | | | | 4.9 | | $ | 37.1 | |
| Exercisable at May 31, 2022 | | 2,615,695 | | | $ | 35.12 | | | | 4.3 | | $ | 10.9 | |
Restricted Stock Units – In addition to stock options, the Company has issued restricted stock units to certain officers and senior management under the 2021 Plan and the 2011 Plan. The restricted stock units convert to shares of Common Stock on a one-for-one basis upon vesting, which for time-vested restricted stock units is typically in three or four equal annual installments beginning with the first anniversary of the date of grant. During fiscal 2022, there were 68,196 shares of Common Stock issued upon the vesting of restricted stock units under the 2011 Plan. The Company measures the value of restricted stock units at fair value based on the number of units granted and the price of the underlying Common Stock on the grant date. The Company amortizes the fair value of outstanding restricted stock units as stock-based compensation expense over the requisite service period on a straight-line basis, or sooner if the employee effectively vests upon termination of employment under certain circumstances.
The following table sets forth the restricted stock unit award activity for the fiscal years ended May 31:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | 2022 | | | 2021 | | | 2020 |
| Granted | | 178,461 | | | | 137,106 | | | | 34,632 | |
| Weighted average grant date price per unit | $ | 34.45 | | | $ | 21.24 | | | $ | 32.56 | |
As of May 31, 2022, the total pretax compensation cost not yet recognized by the Company with regard to unvested restricted stock units was $4.3. The weighted average period over which this compensation cost is expected to be recognized is 2.0 years.
Management Stock Purchase Plan - The Company maintains the Scholastic Corporation Management Stock Purchase Plan (the “MSPP”), which permits certain members of senior management to defer up to 100% of his or her annual cash bonus payments in the form of restricted stock units (the "MSPP RSUs”) which are purchased by the employee at a 25% discount from the lowest closing price of the Common Stock on NASDAQ on any day during the fiscal quarter in which such bonuses are awarded. The MSPP RSUs are converted into shares of Common Stock on a one-for-one basis at the end of the applicable deferral period, which must be a minimum of three years. The Company measures the value of MSPP RSUs based on the number of awards granted and the price of the underlying Common Stock on the grant date, giving effect to the 25% discount. The Company amortizes this discount as stock-based compensation expense over the vesting term on a straight-line basis, or sooner if the employee effectively vests upon termination of employment under certain circumstances.
The following table sets forth the MSPP RSUs activity for the fiscal years ended May 31:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | 2022 | | | 2021 | | | 2020 |
| MSPP RSUs allocated | | 33,761 | | | | 5,665 | | | | 3,843 | |
| Purchase price per unit | $ | 24.67 | | | $ | 16.88 | | | $ | 24.36 | |
At May 31, 2022, there were 280,537 shares of Common Stock remaining authorized for issuance under the MSPP.
As of May 31, 2022, the total pretax compensation cost not yet recognized by the Company with regard to unvested MSPP RSUs was less than $0.1.
The following table sets forth the restricted stock unit and MSPP RSUs activity for the year ended May 31, 2022:
| | | | | | | | | | | | | | | | | |
| Restricted stock units and MSPP RSUs | | | | Weighted
Average grant
date fair value |
| Nonvested as of May 31, 2021 | 217,098 | | | | $ | 22.80 | |
| Granted | 212,222 | | | | | 30.23 | |
| Vested | (139,891) | | | | | 19.67 | |
| Forfeited | (1,370) | | | | | 32.85 | |
| Nonvested as of May 31, 2022 | 288,059 | | | | $ | 29.61 | |
The total fair value of shares vested during the fiscal years ended May 31, 2022, 2021 and 2020 was $2.8, $3.2 and $2.8, respectively.
Employee Stock Purchase Plan - The Company maintains the Scholastic Corporation Employee Stock Purchase Plan (the “ESPP”), which is offered to eligible United States employees. The ESPP permits participating employees to purchase Common Stock, with after-tax payroll deductions, on a quarterly basis at a 15% discount from the closing price of the Common Stock on NASDAQ on the last business day of the calendar quarter. The Company recognizes the discount on the Common Stock issued under the ESPP as stock-based compensation expense in the quarter in which the employees began participating in the ESPP.
The following table sets forth the ESPP share activity for the fiscal years ended May 31:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | 2022 | | | 2021 | | | 2020 |
| Shares issued | | 59,322 | | | | 67,097 | | | | 65,714 | |
| Weighted average purchase price per share | $ | 32.52 | | | $ | 22.19 | | | $ | 27.84 | |
At May 31, 2022, there were 229,820 shares of Common Stock remaining authorized for issuance under the ESPP.
13. TREASURY STOCK
The Company has authorizations from the Board of Directors to repurchase Common Stock, from time to time as conditions allow, on the open market or through negotiated private transactions, as summarized in the table below:
| | | | | | | | | | | |
| Authorizations | Amount | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| March 2018 | | 50.0 | | |
| March 2020 | | 50.0 | | |
| Total current Board authorizations | $ | 100.0 | | |
| Less repurchases made under the authorizations as of May 31, 2022 | $ | (66.1) | | |
| Remaining Board authorization at May 31, 2022 | $ | 33.9 | | |
Remaining Board authorization at May 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 negotiated private transactions, subject to temporary limitations under the amended credit agreement as defined in Note 5, "Debt".
During the twelve months ended May 31, 2022, there were $33.4 repurchases of the Company's Common Stock, which included a privately negotiated transaction with a related party for an aggregate purchase price of $12.2. See Note 20, "Related Party Transactions", for further details regarding this transaction. In addition, the Company entered into a privately negotiated transaction with a third party for the repurchase of 190,290 common shares at a 4.0% discount to market prices.The Company's repurchase program may be suspended at any time without prior notice.
14. EMPLOYEE BENEFIT PLANS
Pension Plans
The Company has a defined benefit pension plan (the “UK Pension Plan”) that covers certain employees located in the United Kingdom who meet various eligibility requirements. Benefits are based on years of service and on a percentage of compensation near retirement. The UK Pension Plan is funded by contributions from the Company. The Company’s UK Pension Plan has a measurement date of May 31.
Postretirement Benefits
The Company provides postretirement benefits to eligible retired United States-based employees (the “US Postretirement Benefits”) consisting of certain healthcare and life insurance benefits. Employees became eligible for these benefits after completing certain minimum age and service requirements. Effective June 1, 2009, the Company modified the terms of the Postretirement Benefits, effectively excluding a large percentage of employees from the plan. The Company’s postretirement benefit plan has a measurement date of May 31.
In the second quarter of fiscal 2021, the Company made a change in benefits for certain US postretirement benefit plan participants. Beginning January 1, 2021, the plan established Health Reimbursement Accounts (HRAs) to provide these participants with additional flexibility to choose healthcare options based on individual needs. As a result of this change, the Company remeasured its US Postretirement Benefits obligation as of November 30, 2020, and recognized a reduction of $7.6 to its benefit obligation and a reduction to its accumulated comprehensive loss of $7.6 in the second quarter of fiscal 2021. The related prior service credit is being amortized as a Component of net periodic benefit (cost) over the average remaining life expectancy of plan participants of approximately 12.0 years.
The Medicare Prescription Drug, Improvement and Modernization Act (the “Medicare Act”) introduced a prescription drug benefit under Medicare (“Medicare Part D”) as well as a Federal subsidy of 28% to sponsors of retiree health care benefit plans providing a benefit that is at least actuarially equivalent to Medicare Part D. The Company has determined that the US Postretirement Benefits provided to its retiree population are in aggregate the actuarial equivalent of the benefits under Medicare Part D. As a result, in fiscal 2022, 2021 and 2020, the Company recognized a cumulative reduction of its accumulated postretirement benefit obligation of $0.2, $0.2 and $1.2, respectively, due to the Federal subsidy under the Medicare Act.
The following table sets forth the weighted average actuarial assumptions utilized to determine the benefit obligations for the UK Pension Plan and the US Postretirement Benefits at May 31:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | UK Pension Plan | | US Postretirement Benefits |
| | | 2022 | | 2021 | | 2020 | | 2022 | | 2021 | | 2020 |
| Weighted average assumptions used to determine benefit obligations: | | | | | | | | | | | | |
| Discount rate | | 3.5 | % | | 2.0 | % | | 1.7 | % | | 4.3 | % | | 2.5 | % | | 2.7 | % |
| Rate of compensation increase | | 4.1 | % | | 4.1 | % | | 3.6 | % | | — | | | — | | | — | |
| Weighted average assumptions used to determine net periodic benefit cost: | | | | | | | | | | | | |
| Discount rate | | 1.6 | % | | 2.1 | % | | 2.4 | % | | 1.7 | % | | 1.5 | % | | 3.2 | % |
| Expected long-term return on plan assets | | 3.1 | % | | 2.2 | % | | 3.1 | % | | — | | | — | | | — | |
| Rate of compensation increase | | 4.1 | % | | 3.6 | % | | 4.1 | % | | — | | | — | | | — | |
To develop the expected long-term rate of return on plan assets assumption for the UK Pension Plan, the Company considers historical returns and future expectations. Considering this information and the potential for lower future returns due to a generally lower interest rate environment, the Company selected an assumed weighted average long-term rate of return on plan assets of 3.1% for the UK Pension Plan.
The following table sets forth the change in benefit obligation for the UK Pension Plan and US Postretirement Benefits at May 31:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | UK Pension Plan | | US Postretirement Benefits |
| | | 2022 | | 2021 | | 2022 | | 2021 |
| | | | | | | | | | | | |
| Change in benefit obligation: | | | | | | | | | | | | |
| Benefit obligation at beginning of year | | $ | 47.0 | | | $ | 41.7 | | | $ | 12.1 | | | $ | 20.8 | |
| | | | | | | | | | | | |
| Interest cost | | | 0.8 | | | | 0.7 | | | | 0.2 | | | | 0.3 | |
| Plan participants’ contributions | | | — | | | | — | | | | 0.1 | | | | 0.1 | |
| Actuarial losses (gains) | | | (9.6) | | | | (0.3) | | | | (1.9) | | | | 0.3 | |
| Foreign currency translation | | | (5.3) | | | | 6.4 | | | | — | | | | — | |
| | | | | | | | | | | | |
| Plan amendments | | | — | | | | — | | | | — | | | | (7.6) | |
| Benefits paid, including expenses | | | (1.0) | | | | (1.5) | | | | (1.1) | | | | (1.8) | |
| Benefit obligation at end of year | | $ | 31.9 | | | $ | 47.0 | | | $ | 9.4 | | | $ | 12.1 | |
The net actuarial gain included in the projected benefit obligation for the UK Pension in fiscal 2022 was primarily due to a significant increase in the discount rate. The net actuarial gain in fiscal 2021 was primarily due to the inflation-linked revaluation of deferred pensions and escalation of current pensions, coupled with an increase in the discount rate.
The net actuarial gain included in the projected benefit obligation for the US Postretirement Benefits in fiscal 2022 was primarily due to updated census data and a significant increase in the discount rate. There were no significant actuarial gains or losses included in the projected benefit obligation for the US Postretirement Benefits in fiscal 2021.
The following table sets forth the change in plan assets for the UK Pension Plan at May 31:
| | | | | | | | | | | | | | | | | | | | | | | | | |
| | | UK Pension Plan | | |
| | | 2022 | | 2021 | | | | | |
| Change in plan assets: | | | | | | | | | | | |
| Fair value of plan assets at beginning of year | | $ | 40.8 | | | $ | 36.6 | | | | | | |
| Actual return on plan assets | | | (6.2) | | | | (0.8) | | | | | | |
| Employer contributions | | | 1.6 | | | | 1.1 | | | | | | |
| | | | | | | | | | | |
| Benefits paid, including expenses | | | (1.1) | | | | (1.5) | | | | | | |
| | | | | | | | | | | |
| Foreign currency translation | | | (4.7) | | | | 5.4 | | | | | | |
| Fair value of plan assets at end of year | | $ | 30.4 | | | $ | 40.8 | | | | | | |
The following table sets forth the net funded status of the UK Pension Plan and US Postretirement Benefits and the related amounts recognized on the Company’s Consolidated Balance Sheets at May 31:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | UK Pension Plan | | US Postretirement Benefits |
| | 2022 | | 2021 | | 2022 | | 2021 |
| | | | | | | | | | | |
| | | | | | | | | | | |
| Current liabilities | $ | — | | | $ | — | | | $ | (1.1) | | | $ | (1.3) | |
| Non-current liabilities | | (1.5) | | | | (6.2) | | | | (8.3) | | | | (10.8) | |
| Net funded balance | $ | (1.5) | | | $ | (6.2) | | | $ | (9.4) | | | $ | (12.1) | |
The following amounts were recognized in Accumulated other comprehensive income (loss) for the UK Pension Plan and US Postretirement Benefits on the Company’s Consolidated Balance Sheets at May 31:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 2022 | | 2021 |
| | | UK Pension
Plan | | US Postretirement
Benefits | | Total | | UK Pension
Plan | | US Postretirement
Benefits | | Total |
| Actuarial gain (loss) | | $ | (7.4) | | | $ | 0.4 | | | $ | (7.0) | | | $ | (10.4) | | | $ | (1.4) | | | $ | (11.8) | |
| Prior service credit (cost) | | | 0.0 | | | | 8.4 | | | | 8.4 | | | | (0.0) | | | | 9.2 | | | | 9.2 | |
Amount recognized in
Accumulated comprehensive
income (loss) net of tax | | | (7.4) | | | | 6.6 | | | | (0.8) | | | | (10.4) | | | | 5.8 | | | | (4.6) | |
Income tax expense of $2.2, income tax expense of $2.0 and income tax benefit of $0.1 were recognized in Accumulated other comprehensive loss at May 31, 2022, 2021 and 2020, respectively.
The following table sets forth the projected benefit obligations, accumulated benefit obligations and the fair value of plan assets with respect to the UK Pension Plan as of May 31:
| | | | | | | | | | | | | | | | | | | | |
| | UK Pension Plan |
| | | 2022 | | 2021 |
| Projected benefit obligations | | $ | 31.9 | | | $ | 47.0 | |
| Accumulated benefit obligations | | | 31.6 | | | | 46.5 | |
| | | | | | |
| Fair value of plan assets | | | 30.4 | | | | 40.8 | |
The following table sets forth the net periodic benefit (cost) for the UK Pension Plan and US Postretirement Benefits for the fiscal years ended May 31:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | UK Pension Plan | | US Postretirement Benefits |
| | | 2022 | | 2021 | | 2020 | | 2022 | | 2021 | | 2020 |
| Components of net (benefit) cost: | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | |
| Interest cost | | | 0.8 | | | | 0.7 | | | | 0.9 | | | | 0.2 | | | | 0.3 | | | | 0.6 | |
| Expected return on assets | | | (1.2) | | | | (0.9) | | | | (1.0) | | | | — | | | | — | | | | — | |
| Amortization of prior service (credit) loss | | | 0.0 | | | | 0.0 | | | | 0.0 | | | | (0.8) | | | | (0.6) | | | | (0.2) | |
| | | | | | | | | | | | | | | | | | |
| Amortization of net actuarial (gain) loss | | | 0.9 | | | | 0.6 | | | | 1.0 | | | | 0.0 | | | | — | | | | — | |
| Net periodic (benefit) cost | | $ | 0.5 | | | $ | 0.4 | | | $ | 0.9 | | | $ | (0.6) | | | $ | (0.3) | | | $ | 0.4 | |
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.
Plan Assets
The Company’s investment policy with regard to the assets in the UK Pension Plan is to actively manage, within acceptable risk parameters, certain asset classes where the potential exists to outperform the broader market.
The following table sets forth the total weighted average asset allocations for the UK Pension Plan by asset category at May 31:
| | | | | | | | | | | | | | |
| | UK Pension Plan |
| | 2022 | | 2021 |
| Equity securities | | 56.1 | % | | 47.1 | % |
| | | | |
| Cash and cash equivalents | | 1.1 | % | | 2.3 | % |
| Liability-driven instruments | | 23.2 | % | | 31.8 | % |
| Real estate | | 5.7 | % | | 4.2 | % |
| Other | | 13.9 | % | | 14.6 | % |
| | | 100.0 | % | | 100.0 | % |
The following table sets forth the targeted weighted average asset allocations for the UK Pension Plan included in the Company’s investment policy:
| | | | | | | | |
| | UK Pension Plan |
| Equity securities | | 56 | % |
| Cash and cash equivalents | | 1 | % |
| Liability-driven instruments | | 23 | % |
| Real estate | | 6 | % |
| Other | | 14 | % |
| Total | | 100 | % |
The fair values of the Company’s Pension Plan assets are measured using Level 1, Level 2 and Level 3 fair value measurements.
The following table sets forth the measurement of the Company’s Pension Plan assets at fair value by asset category at the respective dates:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Assets at Fair Value as of May 31, 2022 |
| UK Pension Plan |
| | Level 1 | | Level 2 | | Level 3 | | Total |
| Cash and cash equivalents | $ | 0.3 | | | $ | — | | | $ | — | | | $ | 0.3 | |
| Equity securities: | | | | | | | | | | | |
U.S. (1) | | 2.4 | | | | — | | | | — | | | | 2.4 | |
International (2) | | 14.7 | | | | — | | | | — | | | | 14.7 | |
Pooled, Common and Collective Funds (3) (4) | | — | | | | 7.1 | | | | — | | | | 7.1 | |
| | | | | | | | | | | |
| Annuities | | — | | | | — | | | | 4.2 | | | | 4.2 | |
Real estate (5) | | 1.7 | | | | — | | | | — | | | | 1.7 | |
| Total | $ | 19.1 | | | $ | 7.1 | | | $ | 4.2 | | | $ | 30.4 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Assets at Fair Value as of May 31, 2021 |
| UK Pension Plan |
| | Level 1 | | Level 2 | | Level 3 | | Total |
| | | | | | | | | | | |
| Cash and cash equivalents | $ | 0.9 | | | $ | — | | | $ | — | | | $ | 0.9 | |
| Equity securities: | | | | | | | | | | | |
U.S. (1) | | 4.7 | | | | — | | | | — | | | | 4.7 | |
International (2) | | 14.5 | | | | — | | | | — | | | | 14.5 | |
Pooled, Common and Collective Funds (3) (4) | | — | | | | 13.0 | | | | — | | | | 13.0 | |
| | | | | | | | | | | |
| Annuities | | — | | | | — | | | | 6.0 | | | | 6.0 | |
Real estate (5) | | 1.7 | | | | — | | | | — | | | | 1.7 | |
| Total | $ | 21.8 | | | $ | 13.0 | | | $ | 6.0 | | | $ | 40.8 | |
(1) Funds which invest in a diversified portfolio of publicly traded U.S. common stocks of large-cap, medium-cap and small-cap
companies. There are no restrictions on these investments.
(2) Funds which invest in a diversified portfolio of publicly traded common stocks of non-U.S. companies, primarily in Europe and
Asia. There are no restrictions on these investments.
(3) Funds which invest in UK government bonds and bond index-linked investments and interest rate and inflation swaps. There are
no restrictions on these investments.
(4) Funds which invest in bond index funds available to certain qualified retirement plans but not traded openly on any
public exchanges. There are no restrictions on these investments.
(5) Represents assets of a non-U.S. entity plan invested in a fund whose underlying investments are comprised of properties. The
fund has publicly available quoted market prices and there are no restrictions on these investments.
The Company has purchased annuities to service fixed payments to certain retired plan participants in the UK. These annuities are purchased from investment grade counterparties. These annuities are not traded on open markets and are therefore valued based upon the actuarial determined valuation, and related assumptions, of the underlying projected benefit obligation, a Level 3 valuation technique. The fair value of these assets was $4.2 and $6.0 at May 31, 2022 and May 31, 2021, respectively.
The following table summarizes the changes in fair value of these Level 3 assets for the fiscal years ended May 31, 2022 and 2021:
| | | | | | | | |
| | |
| Balance at May 31, 2020 | $ | 5.6 | |
| Actual Return on Plan Assets: | | |
| Relating to assets still held at May 31, 2021 | | (0.4) | |
| Relating to assets sold during the year | | — | |
| Purchases, sales and settlements, net | | — | |
| Transfers in and/or out of Level 3 | | — | |
| Foreign currency translation | | 0.8 | |
| | |
| Balance at May 31, 2021 | $ | 6.0 | |
| | |
| Actual Return on Plan Assets: | | |
| Relating to assets still held at May 31, 2022 | | (1.2) | |
| Relating to assets sold during the year | | — | |
| Purchases, sales and settlements, net | | — | |
| Transfers in and/or out of Level 3 | | — | |
| Foreign currency translation | | (0.6) | |
| Balance at May 31, 2022 | $ | 4.2 | |
Contributions
In fiscal 2023, the Company expects to make contributions of $1.2 to the UK Pension Plan.
Estimated future benefit payments
The following table sets forth the expected future benefit payments under the UK Pension Plan and the US Postretirement Benefits by fiscal year:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | UK Pension Plan | | US Postretirement Benefits |
| | Pension benefits | | Benefit
payments | | Medicare
subsidy
receipts |
| 2023 | $ | 0.9 | | | $ | 1.2 | | | $ | 0.1 | |
| 2024 | | 1.3 | | | | 1.1 | | | | 0.0 | |
| 2025 | | 1.5 | | | | 1.0 | | | | 0.0 | |
| 2026 | | 1.5 | | | | 0.9 | | | | 0.0 | |
| 2027 | | 1.5 | | | | 0.9 | | | | 0.0 | |
| 2028 - 2032 | | 7.7 | | | | 3.5 | | | | 0.1 | |
Assumed health care cost trend rates at May 31:
| | | | | | | | | | | |
| 2022 | | 2021 |
| Health care cost trend rate assumed for the next fiscal year | 5.8 | % | | 6.0 | % |
| Rate to which the cost trend is assumed to decline (the ultimate trend rate) | 5.0 | % | | 5.0 | % |
| Year that the rate reaches the ultimate trend rate | 2026 | | 2026 |
Defined contribution plans
The Company also provides defined contribution plans for certain eligible employees. In the United States, the Company sponsors a 401(k) retirement plan and has contributed $7.2, $6.0 and $6.7 for fiscal years 2022, 2021 and 2020, respectively.
15. ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
The following table presents the impact on earnings of reclassifications out of Accumulated other comprehensive income (loss) for the fiscal years ended May 31:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 2022 | | 2021 | | 2020 |
| | UK Pension
Plan | | US Postretirement
Benefits | | UK Pension
Plan | | US Postretirement
Benefits | | UK Pension
Plan | | US Postretirement
Benefits |
| Amortization of prior service (credit) loss | $ | 0.0 | | | $ | (0.8) | | | $ | 0.0 | | | $ | (0.6) | | | $ | 0.0 | | | $ | (0.2) | |
| | | | | | | | | | | | | | | | | |
| Amortization of net actuarial loss (gain) | | 0.9 | | | | 0.0 | | | | 0.6 | | | | 0.0 | | | | 1.0 | | | | — | |
| Tax (benefit) expense | | — | | | | 0.2 | | | | — | | | | 0.1 | | | | — | | | | 0.0 | |
| Amounts reclassified from Accumulated other comprehensive income (loss) | $ | 0.9 | | | $ | (0.6) | | | $ | 0.6 | | | $ | (0.5) | | | $ | 1.0 | | | $ | (0.2) | |
The amounts reclassified out of Accumulated other comprehensive income (loss) were recognized in Other components of net periodic benefit (cost) for all periods presented.
The following tables summarize the activity in Accumulated other comprehensive income (loss), net of tax, by component for the periods indicated:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Foreign currency translation adjustments | | UK Pension
Plan | | US Postretirement
Benefits | | Total |
Balance at May 31, 2020 (1) | $ | (50.0) | | | $ | (9.6) | | | $ | 1.3 | | | $ | (58.3) | |
| Other comprehensive income (loss) before reclassifications | $ | 19.9 | | | $ | (1.4) | | | $ | 5.0 | | | $ | 23.5 | |
| Less: amount reclassified from Accumulated other comprehensive income (loss) (net of taxes) | | | | | | | | | | | |
| | | | | | | | | | | |
| Amortization of net actuarial loss | $ | — | | | $ | 0.6 | | | $ | 0.0 | | | $ | 0.6 | |
| Amortization of prior service (credit) cost | | — | | | | 0.0 | | | | (0.5) | | | | (0.5) | |
| Other comprehensive income (loss) | | 19.9 | | | | (0.8) | | | | 4.5 | | | | 23.6 | |
Balance at May 31, 2021 (1) | $ | (30.1) | | | $ | (10.4) | | | $ | 5.8 | | | $ | (34.7) | |
| Other comprehensive income (loss) before reclassifications | $ | (14.5) | | | $ | 2.1 | | | $ | 1.4 | | | $ | (11.0) | |
| Less: amount reclassified from Accumulated other comprehensive income (loss) (net of taxes) | | | | | | | | | | | |
| | | | | | | | | | | |
| Amortization of net actuarial loss | $ | — | | | $ | 0.9 | | | $ | — | | | $ | 0.9 | |
| Amortization of prior service (credit) cost | | — | | | | 0.0 | | | | (0.6) | | | | (0.6) | |
| Other comprehensive income (loss) | | (14.5) | | | | 3.0 | | | | 0.8 | | | | (10.7) | |
Balance at May 31, 2022 (1) | $ | (44.6) | | | $ | (7.4) | | | $ | 6.6 | | | $ | (45.4) | |
(1) Accumulated other comprehensive income (loss) related to the UK Pension Plan and US Postretirement Benefits are reported net of taxes of $2.2, $2.0 and $0.1 at May 31, 2022, 2021, and 2020, respectively.
16. 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 fiscal years ended May 31:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 2022 | | 2021 | | 2020 |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| Net income (loss) attributable to Class A and Common Shares | $ | 80.6 | | | $ | (11.0) | | | $ | (43.8) | |
Weighted average Shares of Class A Stock and Common Stock
outstanding for basic earnings (loss) per share (in millions) | | 34.5 | | | | 34.3 | | | | 34.6 | |
| Dilutive effect of Class A Stock and Common Stock potentially issuable pursuant to stock-based compensation plans (in millions)* | | 1.1 | | | | — | | | | — | |
| Adjusted weighted average Shares of Class A Stock and Common Stock outstanding for diluted earnings (loss) per share (in millions) | | 35.6 | | | | 34.3 | | | | 34.6 | |
| | | | | | | | |
| Earnings (loss) per share of Class A Stock and Common Stock | | | | | | | | |
| Basic earnings (loss) per share | $ | 2.33 | | | $ | (0.32) | | | $ | (1.27) | |
| Diluted earnings (loss) per share | $ | 2.27 | | | $ | (0.32) | | | $ | (1.27) | |
*The Company experienced a net loss for the fiscal years ended May 31, 2021 and May 31, 2020 and therefore did not report any dilutive share impact.
Net income (loss) attributable to Class A and Common Shares excludes earnings of $0.3 for the fiscal year ended May 31, 2022, for earnings attributable to participating restricted stock units. The Company experienced a gain for the fiscal year ended May 31, 2022 and experienced a loss for the fiscal years ended May 31, 2021 and May 31, 2020 and therefore did not allocate any loss to the participating restricted stock units.
There were 1.6 million of potentially anti-dilutive shares outstanding pursuant to compensation plans as of May 31, 2022.
A portion of the Company’s restricted stock units which are granted to directors participate in earnings through cumulative dividends which are payable and non-forfeitable to the directors upon vesting of the restricted stock units. Accordingly, the Company measures earnings per share based upon the lower of the Two-class method or the Treasury Stock method.
The following table sets forth Options outstanding pursuant to stock-based compensation plans for the fiscal years ended May 31:
| | | | | | | | | | | |
| | 2022 | | 2021 |
| Options outstanding pursuant to stock-based compensation plans (in millions) | 4.6 | | 5.0 |
As of May 31, 2022, $33.9 remains available for future purchases of common shares under the current repurchase authorization of the Board of Directors.
See Note 13, “Treasury Stock,” for a more complete description of the Company’s share buy-back program.
17. OTHER ACCRUED EXPENSES
Other accrued expenses consisted of the following at May 31:
| | | | | | | | | | | | | | | | | |
| | | 2022 | | | 2021 |
| | | | | |
| Accrued payroll, payroll taxes and benefits | $ | 32.2 | | | $ | 32.4 | |
| Accrued bonus and commissions | | 44.2 | | | | 23.0 | |
| Accrued other taxes | | 26.8 | | | | 31.4 | |
| Returns liability | | 42.2 | | | | 45.2 | |
| Accrued advertising and promotions | | 10.3 | | | | 12.6 | |
| | | | | |
| | | | | |
| Other accrued expenses | | 37.6 | | | | 57.4 | |
| Total accrued expenses | $ | 193.3 | | | $ | 202.0 | |
The table below provides information regarding Accrued severance which is included in Accrued payroll, payroll taxes and benefits on the Company’s Consolidated Balance Sheets at May 31:
| | | | | | | | | | | | | | | | | |
| | 2022 | | | 2021 |
| Beginning balance | $ | 3.7 | | | $ | 5.7 | |
| Accruals | | 8.1 | | | | 23.5 | |
| Payments | | (8.8) | | | | (25.5) | |
| Ending balance | $ | 3.0 | | | $ | 3.7 | |
The Company implemented cost reduction programs in fiscal 2022 and 2021, recognizing severance and related charges of $6.2 and $23.1, respectively.
18. 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 it recognizes the unrealized gain or loss in other current assets or other current liabilities. The notional values of the contracts as of May 31, 2022 and 2021 were $24.3 and $28.8, respectively. Net unrealized gains of $0.1 and net unrealized losses of $1.8 were recognized at May 31, 2022 and May 31, 2021, respectively.
19. 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 unadjusted quoted prices in active markets for identical assets or liabilities such as:
◦Quoted prices for similar assets or liabilities in active markets
◦Quoted prices for identical or similar assets or liabilities in inactive markets
◦Inputs other than quoted prices that are observable for the asset or liability
◦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, 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 to the financial statements, are based on quotations from financial institutions, a Level 2 fair value measure.
Non-financial assets and liabilities for which the Company employs fair value measures on a non-recurring basis include:
•Long-lived assets
•Operating lease right-of-use (ROU) assets
•Investments
•Assets acquired in a business combination
•Impairment assessment of goodwill and 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. For the fair value measurements employed by the Company for goodwill, see Note 10, “Goodwill and Other Intangibles." The Company employs fair value measurements for certain property, plant and equipment, production assets, investments and prepublication assets and the Company assessed future expected cash flows attributable to these assets. See Note 7, "Investments", for a more complete description of the fair value measurements employed. Operating lease ROU assets were recorded at fair value in connection with an impairment and fair value was determined using the discounted cash flow method. See Note 4, "Asset Write Down", for a more complete description of the impairment recognized.
The following tables present non-financial assets that were measured and recognized at fair value on a non-recurring basis and the total impairment losses and additions recognized on those assets:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Net carrying
value as of | | Fair value measured and recognized using | | Impairment losses
for fiscal year ended | | Additions due to acquisitions |
| | May 31, 2022 | | Level 1 | | Level 2 | | Level 3 | | May 31, 2022 | |
| | | | | | | | | | | | | | | | | |
Accounts Receivable(1) | $ | 1.4 | | | S | — | | | S | — | | | S | 1.4 | | | S | 9.3 | | | $ | — | |
Inventory(1) | | 2.3 | | | | — | | | | — | | | | 2.3 | | | | 1.6 | | | | — | |
| | | | | | | | | | | | | | | | | |
Other Assets(1) | | — | | | | — | | | | — | | | | — | | | | 0.7 | | | | — | |
| | | | | | | | | | | | | | | | | |
Operating lease right-of-use assets, net | | — | | | | — | | | | — | | | | — | | | | 0.4 | | | | — | |
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
| (1) These assets are related to the direct sales business in Asia. Refer to Note 4, "Asset Write Down", for a more complete description. |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Net carrying
value as of | | Fair value measured and recognized using | | Impairment losses
for fiscal year ended | | Additions due to acquisitions |
| | May 31, 2021 | | Level 1 | | Level 2 | | Level 3 | | May 31, 2021 | |
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
Operating lease right-of-use assets, net | $ | 8.1 | | | $ | — | | | $ | — | | | $ | 9.1 | | | $ | 9.6 | | | $ | — | |
| Property, plant and equipment, net | | — | | | | — | | | | — | | | | — | | | | 1.5 | | | | — | |
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Net carrying
value as of | | Fair value measured and
recognized using | | Impairment losses
for fiscal year ended | | Additions due to acquisitions |
| | May 31, 2020 | | Level 1 | | Level 2 | | Level 3 | | May 31, 2020 | |
| | | | | | | | | | | | | | | | | |
| Author advances | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | 1.6 | | | $ | — | |
| | | | | | | | | | | | | | | | | |
| Prepublication assets | | 0.5 | | | | — | | | | — | | | | 0.5 | | | | 0.8 | | | | — | |
| Property, plant and equipment, net | | — | | | | — | | | | — | | | | — | | | | 0.6 | | | | — | |
| Intangible assets | | 1.5 | | | | — | | | | — | | | | 1.6 | | | | — | | | | 1.6 | |
20. RELATED PARTY TRANSACTIONS
On January 12, 2022, the Company entered into a share repurchase agreement to purchase shares of its common stock from the Estate of M. Richard Robinson, Jr. in a privately negotiated transaction. Pursuant to the repurchase agreement, the Company purchased 300,000 shares of common stock on January 19, 2022 at a price of $40.65 per share, representing an aggregate purchase price of $12.2. The price per share paid represented a 4.2% discount to the closing price of the stock, $42.43, on the date of execution of the repurchase agreement. The repurchase was made pursuant to the Company’s current share repurchase program as previously approved by the Board. The aforementioned transaction was approved by the Board upon the recommendation of the Audit Committee.
21. SUBSEQUENT EVENTS
On July 20, 2022, the Board of Directors declared a 33% increase in its regular cash dividend to $0.20 from $0.15 per Class A and Common share in respect of the first quarter of fiscal 2023. The dividend is payable on September 15, 2022 to shareholders of record on August 31, 2022.