Dick Robinson - Chairman, President, Chief Executive Officer Ken Cleary - Chief Financial Officer Gil Dickoff - Senior Vice President, Treasurer, Head of Investor Relations

Ladies and gentlemen, thank you for standing by and welcome to the Scholastic Report, Q3 Fiscal 2020 Results Conference Call. At this time all participants are in a listen-only mode. After the speakers presentation there will be a question-and-answer session. [Operator Instructions] Please be advised that today’s conference call is being recorded. [Operator Instructions]. I would now like to hand the conference over to your speaker today, Mr. Gil Dickoff, Senior Vice President, Treasurer and Head of Investor Relations. Sir, please go ahead.

Thank you very much Valerie, and good afternoon everyone, and thank you all for participating on today’s call. Welcome to Scholastic’s third quarter 2020 earnings call. With me here today are Dick Robinson, our Chairman, President, and Chief Executive Officer; and Ken Cleary, the company’s Chief Financial Officer. We have posted an investor presentation on our IR website at investor.scholastic.com, which we encourage you to download if you have not already done so. I would like to point out that certain statements made today will be forward-looking. These forward-looking statements by their nature are uncertain and may differ materially from actual results. In addition, we will be discussing some non-GAAP financial measures as defined in Regulation G and the reconciliations of those measures to the most directly comparable GAAP measures can be found in the company’s earnings release filed this afternoon on a Form 8-K, which has also been posted to our Investor Relations website. We encourage you to review the disclaimers in our press release and investor presentation and to review the risk factors contained in our annual and quarterly reports filed with the SEC. And now, I would like to turn the call over to Dick Robinson.

Good afternoon, everyone and thank you for joining our third quarter call. What a difference 20 days has made, especially in our outlook for the year. As we finished our strong third quarter just three weeks ago, our results showed continued strength in trade and Book Fairs, excellent growth in education, putting us ahead of our adjusted EBITDA targets for the third quarter and the nine months year-to-date. Now, millions of students in many states are at home due to sweeping school closures to help curtail the spread of coronavirus, with their parents and teachers’ doing their best to ensure that learning continues remotely. ‘: Though it is too early to know the magnitude, we will have less revenue in the quarter and therefore we need to withdraw our guidance. While we are finding new sources of revenue as schools turn to us to help them to provide better home learning and we continue to provide services to schools, we have simultaneously focused the company on reducing costs, preserving cash and ensuring the safety of our employees and customers throughout the U.S. and globally. I’ll share with you now a number of ways we are doing so. We are making hard, but necessary decisions to aggressively reduce costs throughout the organization. Our first action weeks ago with the safety of employees as a priority was to cease all non-essential business travel and functions. As the situation has evolved and intensified, we expanded efforts, including increased telecommuting. We also now have a high level rapid response team in place to take action implementing mitigation plans as possible. In this unprecedented moment, we have temporarily closed up to half of our Book Fair branches in the most highly affected areas of the country, as numerous scheduled school Book Fairs have been canceled and others postponed to later in the school year. Similarly, we’re reducing or eliminating scheduled promotions for our book clubs and anticipate some lost and postponed revenues in our education business, even while we are securing special orders from schools to provide books and online learning materials for kids at home or when they go to pick up meals at schools or centers which are opening to provide food. Additionally, staffing costs are being reduced via hiring freezes, furloughs and other labor-related actions and we’re curtailing all costs not directly connected to revenue production in the quarter. We are also preserving cash by deferring CapEx, reducing inventory purchases, delaying longer-term projects and more effectively managing inventory. The $40 million pre-tax non-cash write down of inventory in the third quarter will enable us to manage our book product more effectively to maximize focus on the newer titles. We also have a very strong balance sheet with $250 million in current cash, our unlevered New York Building, and an excellent revolver in place. This cash will enable us to manage through our current sales slowdown in the spring and through the summer months when schools are not in session, as well as into the next school year. We are therefore prepared for a period of slower sales, should that persist after this quarter. However, we believe that most schools will certainly open in the fall, if not sooner. Ken Cleary will give you more detail on actions we are taking to reduce costs, preserve liquidity, and communicate to customers and employees, while focusing on specific efforts to support our revenues in the quarter. Let me review some important actions we are taking as we address this evolving situation, by supporting parents and teachers with tools that will help them with their children in their lives and provide a sense of continuity whenever possible in the best way we know how. We’ve recently released a free digital hub of up to four weeks of daily instructional content to support learning at home when schools are closed. The positive response to Scholastic Learn at Home was immediate with administrators, teachers and especially parents actively utilizing these tools, some telling us that we have become a key part of their school’s home learning plan. A CNN story on this went viral sharing our resources beyond our own networks and according to a news tracking service, it was the most engaged article related to coronavirus from around the world in the English language in a 24-hour period a few days ago. In under a week, more than eight million visits and initial reports of 17 million page views are increasingly hourly as Scholastic through Scholastic Learn at Home is engaging with millions of families across America and the world, who are using our age appropriate resources for home learning. I want to acknowledge the dedication of our staff, who everyday are honored to have a role as partners with schools and families, but the value of the service can increase exponentially in times of crisis when there is an exceptional need. To meet this need, our employees and our experts, all work together with our customers to do what must be done and we showed our ability to help children learn at home in a time when they greatly miss the opportunity schools provide. We do think that this will open up the market for more home-learning in the near future. Changing the focus to our core business in the third quarter, I would like to provide a few highlights to acknowledge our success in the December to February period. Our trade books continue to be exceptionally well received. Publishers Weekly recently named Scholastic a Bestseller King as we led the children’s frontlist fiction chart in 2019 and 2020, our titles continued to top best-seller lists. Recording a 17% increase in revenues in the third quarter, best-sellers include the incomparable Dog Man: Fetch-22 released in December, Tui Sutherland’s Wings of Fire special edition, Mañanaland by Pam Muñoz Ryan, as well as a number of others. Looking forward, Hunger Games fans await the May release of The Ballad of Songbirds and Snakes, the new novel by Suzanne Collins. As I’ve mentioned before, our cost saving strategy has benefited both fairs and clubs this past quarter. In clubs while revenues decreased, we reduced our sales tax expense year-over-year as we are now collecting tax on all online orders. Our enhanced data and intelligence have also allowed better targeting and promotional spend, furthering cost reductions and improving sales profitability. Our Book Fair business has maintained its positive momentum from a very strong fall performance, with improved revenue per fair in the quarter. This all has provided us with a strong foundation to manage the challenges faced during school closures as we nimbly work with our school partners to re-Book Fairs as needed and while we support our school customers in ensuring that those fairs which are held can go on as planned in the most responsible way. In education, we recorded a 23% growth in sales across classroom books, professional learning, core instruction and classroom magazines. In this unprecedented time for schools, our teams are first working with educators to meet their immediate needs to serve students remotely through not only our free tools, but also assisting with home schooling in any way, including work books, take home book packs, digital programs all from Scholastic. Our telephone service staff are still working with the professional peoples who are still in otherwise closed schools to ensure that books and our other instructional materials will be available when the children return or even creating special opportunities for kids to get online instruction or physical books while they are learning at home. For example, just yesterday the Barbara Bush Foundation partnered with us to buy 150,000 books for distribution in Houston to children in need when they go to centers to pick up their daily free meals. The foundation made this decision in less than 24 hours, working with the Scholastic staff and many similar opportunities are coming up every day. Turning to international, our success in trade maintains its reach across the globe. As the coronavirus initially spread through Asia, there was an unavoidable impact on our Chinese - China franchise schools and our direct-to-home market in Asia this past quarter. However, we successfully mitigated any supply chain issues and we remain encouraged by the overall response in the region to our strong Scholastic brand. We are committed to serving the region as displayed during this uncertain period by our China and Korea teams and created online learning, teacher trainings in our 200 franchised English language schools, while providing online courses for students’ home learning. At the same time, we’ve been selling books to parents at home for the use for their children, both in China and elsewhere in Asia to use when kids are not in school. These sales appear to be picking up again as the pandemic decreases in China and South Korea. As Scholastic entered its 100th year in 2020, we did not expect that the New Year would also bring the coronavirus and the impact it has had on schools and learning all over the world. However, the most relevant word in Scholastic’s history and one that my father often used with me when I was learning the business is “resilience”. We have overcome innumerable obstacles in our 100 years and we are now being challenged again by the current situation. Our value towards our school, teacher, parent, and child customers is in providing easy to use high-quality books and magazines and learning programs that relate to children’s interests while helping them to learn well. This is an integral part of our history of providing relevant education. Once again in the past week, we have met the needs of educators, parents, and children through the Scholastic Learn at Home digital hub. Millions of children are learning from our resources, which the kids themselves are operating, enabled by the creativity of content and design, which the company has learned over 100 years of service to schools and families. This skill of capturing child interest and enabling them to learn easily is the hallmark and birth right of Scholastic. It is this passion, dedication, understanding, and above all, the skill and this expertise which keeps us relevant. While we are reducing costs and protecting cash resources, we are most of all committed to ensuring that we will maintain the company’s strength and resilience to overcome the obstacles we temporarily find in our way and maintain and expand our drive to help schools, parents and families globally as we work through this challenging quarter and beyond, until we return to greater normalcy armed with a greater insight and understanding that this crisis will provide. Now, I will ask and turn this call over to Ken Cleary.

Thank you, Dick and good afternoon. I would like to reiterate Dick’s thoughts in hoping that you and your families are all safe. Today, I will refer to our adjusted results for the third quarter excluding one-time items, unless otherwise indicated. The full scope of the impact of the coronavirus in terms of magnitude, timing and duration with the daily notices of school closings remains to be seen and we are not able to meaningfully project their impact on our important clubs, fairs and education businesses at this time. We have a cross-functional task force setup throughout the company to: one, track both school closings and any disruptions to our supply chain; two, communicate effectively with our staff and customers; and three, seek quickly actionable solutions to mitigate the effects of lower sales and profits on our financial position. These actions include safeguarding our employees, building processes and protocols to ensure that we can effectively execute critical business functions during the current crisis, eliminating all non-essential business costs and delaying certain long-term projects to preserve cash, scaling our operations to meet near-term business needs, including reducing our inventory purchases, reducing fixed and administrative costs again to preserve cash, repointing our assets to meet crisis-specific customer needs such as at-home learning materials, and ensuring adequate access to capital resources. We ended the quarter with almost $265 million of cash-on-hand and unfettered access to a committed $375 million revolving credit facility, which is currently unused. In the current quarter, the company recognized a $40 million non-cash charge for inventory, resulting from lower anticipated inventory requirements in the company’s school channels. In the current fiscal year, the company implemented new systems, processes and centralized management structure to better coordinate our demand planning and procurement activities across the company and to optimize our inventory utilization and management. This capability will be critical to preserving cash as we pivot to meet the evolving needs of our customers during this crisis. Despite the large non-cash write down that affected our GAAP or as reported results, the Scholastic businesses taken as a whole performed well and ahead of our plan in the third fiscal quarter, a seasonally quiet quarter for us. Revenues were $373.3 million versus $360.1 million in the third quarter last year. The 4% year-over-year increase in the top line was driven by education with growth across all major lines of business: classroom books, professional learning, core instruction and classroom magazines, and in trade, both domestically and in all major markets. Adjusted EBITDA as defined was $5.6 million compared to $1.4 million in the third quarter of 2019. As stated in the past, we believe that adjusted EBITDA is the most meaningful measure of operating profitability and useful for measuring returns on capital investment over time since it is not distorted by unusual gains, losses or other items such as share repurchases. Operating loss was $16.8 million versus an operating loss of $18.7 million last year, even with higher tariffs impacting our cost of products in the quarter. Aside from the non-cash inventory adjustment, we had $3.2 million in pre-tax severance associated with Scholastic 2020 repositioning programs. Now, turning to our operating segments. Children’s Book Publishing and Distribution third quarter revenues increased 1% to $220.2 million from $218 million last year. Our trade group’s 17% year-over-year growth in revenue was primarily driven by Dav Pilkey’s Dog Man titles in both our frontlist and backlist, as well as the inclusion of Maple Leve ideas. Our Book Fairs business also grew on higher revenue per fairs held in the quarter. Offsetting the increase in trade and fairs was continued softness in book clubs with a decline in both the number of club events held and in revenue per event. Segment operating income was $2.2 million versus $4.4 million in the prior year period, mainly due to the higher contribution on the one-time media sale of Older Clifford programming last year. Education segment revenues rose 23% to $74.3 million, mainly due to higher sales of classroom books, core instruction, professional learning services and classroom magazines. Sizable year-over-year gains were seen in our Guided Reading en espanol and level book room product offerings, as well as in our Scholastic News line of classroom magazines. Segment operating income was $9.8 million versus $300,000 in the third quarter of fiscal 2019 and was mostly due to higher revenues across all major lines of our education business. International segment’s third quarter revenues of $78.8 million were down 4% versus the prior year, but were down only 3% on a constant currency basis after adjusting for the $500,000 adverse impact of foreign exchange in the quarter. The biggest year-over-year drop in revenue was in our direct-to-home consumer selling operations in Asia and our China business, which was impacted by the early onset of the coronavirus and related mandated requirements imposed during the quarter. The International Trade business was strong in all major markets driven by Dog Man, as well as locally published favorites. Segment operating loss was $3.7 million versus a loss of $2.5 million in the third quarter of fiscal 2019, after adjusting for the $500,000 in one-time items in the prior period. Third quarter unallocated corporate overhead expense was $25.1 million versus $20.9 million in the third quarter of fiscal 2019. The higher overhead costs excluding one-time items in the current period was mainly due to settlement of pre-2015 for the license infringement claims and related defense costs. Net cash provided by operating activities was $29.7 million in the current fiscal quarter compared to $21 million last year and free cash flow was $4.9 million in the third quarter of fiscal 2020 versus a free cash use of $10.4 million a year ago. The favorable variance is mainly due to lower inventory purchases and favorable working capital usage in the current period, as well as lower capital and pre-publication spend as planned. In the third quarter we distributed $5.2 million in dividends and repurchased $13 million of our shares in open market transactions under Rule 10b-18, both reported below the free cash flow line. Including repurchases made to date, the company now has brought back over 1 million shares in open market transactions this fiscal year. As Dick discussed, we are no longer affirming our fiscal 2020 outlook for revenues and adjusted EBITDA given the uncertainty in the markets due to the global coronavirus pandemic, mandated school closings and other actions taken to curtail the spread. We are working diligently to support our school customers, ensuring that students learn from home have the resources they need to succeed, especially those digital resources that may be easily accessed for use by students and teachers without putting anyone in harm’s way. We hope the impacts on our business will be short-lived. However, as discussed we are taking aggressive actions in all areas of the business, not the least, supply chain, warehousing and transportation to reduce operating costs while protecting our strong balance sheet and building a firm foundation for growth in future periods. To that end, we are also closely reviewing non-mission critical capital spending plans and have commenced selected branch closures in the most highly impacted areas of the country in terms of school closings wherever feasible. I urge you all to stay safe in these difficult times and with that, I’ll hand the call back to Gil for the Q&A session.

Thank you, Ken, and Valerie, we are now ready to open up the lines for questions.

Thank you. [Operator Instructions] We have a question from Drew Crum of Stifel. Your line is open.

Okay, thanks. Hey guys, good afternoon. First question maybe for Dick, just trying to frame or understand how clubs and fairs performs in fiscal 4Q. Obviously several variables here, it’s a very fluid situation, but is it unreasonable to think it could be comparable to fiscal 1Q from a sales perspective?

Well, as you know, in the fourth quarter – are we speaking about the fourth quarter at this point?

Yeah, just sales for clubs and fairs in fiscal 4Q here, thinking about it relative to fiscal 1Q, which you know clubs and fairs aren’t really open for business.

So I see, no - well, right now schools are closing every day, some are planning to reopen. We’ve scheduled fairs – we’ve rescheduled fairs for later in the year in case the schools reopen. I think it would be – I would think we would still do better in this quarter than we would do in summer in clubs and fairs, but clearly we’re going to be impacted by the school closings across the United States.

Understood, okay and then I was a little surprised that you’re sticking with the release date for Hunger Games. Just kind of walk us through that process and do you have the ability to move that release date if necessary?

Yes, we do, yeah, and our trade group is really on top of this. They’re studying it every day, they are talking to booksellers. We probably have another month before we have to really decide that question, but they’re thinking every day ‘okay, what is going to happen, will the stores be open? What’s going to be the case?’ They are considering various options, but right now, they feel strongly that they want to hold to the date for now, but we do have the option of changing it a little bit later. Sorry, a good question that’s very much on our minds of course.

Okay, and I think as expected, you mentioned some weakness in Asia during fiscal 3Q. It seems that, at least through the press, the conditions are perhaps starting to improve there or at least stabilize. Are you seeing any uptick or any stabilization with your business in Asia?

Yes.

In the fiscal 4Q?

We’re getting right now – right now we are getting sales in there which we did not get from the January 20th to now, so – and we’re seeing people are shifting inventory. I mean some of it was just the fact that nobody was doing anything, right, everybody was confined to their quarters and there was no activity going on. That’s picking up now and we are forecasting some sales in April and May in China and Asia.

Okay, good. Have you guys had to access your credit facility in the fiscal 4Q? I think you guys have a $375 million limit on that facility if I’m not mistaken.

I think it’s $375 million and normally we do access that facility in the summer and we probably will do so again this summer, but as we’ve tried to project for you Drew in this call, we’ve looked forward on the liquidity side and we are confident that we have resources that will bridge us well and through the summer and into early next year or beyond.

Okay, and then kind of on a related note, just in terms of uses of cash, I see the Board authorized another $50 million in share buybacks. Given where the stock is trading at currently, is there an increased appetite to do share repo or are you in more of a capital preservation mode through the…

Yes, we are - our first order of business is preserving capital.

Got it.

We’ve had two previous $50 million authorization in 2015 and 2018. The Board wanted to schedule another one at this time, but the whole point is it’s dry powder in the event that things change and we move from a capital preservation mode we will be able to have that available, but our first order of business is preserving liquidity and focusing on reducing our cash needs in the company, so that we can preserve our liquidity over the longer period.

Okay and then just one last one for me. Just looking ahead to fiscal ‘21, any sense that we could see some type of stimulus package for schools and education similar to what we saw back in 2009 which helped your education business?

Yes, I think there probably will be, I mean I think schools are obviously – only 10% of the funding of schools comes from the federal government. The rest is divided pretty equally between states and local real estate taxes, but there obviously is going to be some disruption in the both state taxes and local taxes, probably sometime in the next 12 months. So I would expect that these bailout packages or the relief packages would focus on that need, because I think people understand that schools are our future, kids need education, they’re not getting it right now and this will become a major focus for our whole society I believe in the next 18 months. So I think your guess on that one, I would second guess you saying yes, there will be some form of stimulus from the federal government to states and local districts.

Okay, best of luck guys.

Thank you so much Drew.

Thanks Drew.

Thank you. I’m showing no further questions at this time. I’d like to turn the conference back over to Mr. Robinson for any closing remarks.

Well, thank you for listening to our third quarter call and of course our focus on the impact of school closings on Scholastic and how we’re overcoming the challenges and mitigating the revenue picture. We’re looking forward to talking with you again in July when we’re at our year-end. Meantime, thank you very much for joining us this afternoon. I trust that you, your colleagues and your families are all safe and well and will stay that way and thank you for the support you’ve shown to Scholastic in these difficult times, but we know that we’re going to prevail and we’ll get our society back together again and overcome this temporary problem. Thank you all, and good day!

Thank you. Ladies and gentlemen, this concludes today’s conference call. Thank you for participating. You may all disconnect.