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Spectra7 Microsystems and Parade Technologies, Ltd. enter into Definitive Agreement for Sale of Substantially All of Spectra7’s Assets

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1 year ago

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SAN JOSE, Calif., March 7, 2025 /PRNewswire/ — Spectra7 Microsystems Inc. (TSXV: SEV) (OTCQB: SPVNF) (“Spectra7”), a leader in high-performance analog semiconductors for powering the AI revolution in broadband connectivity markets, hyperscale data centers, and Spatial Computing, is pleased to announce that it has entered into a definitive agreement (the “Purchase Agreement”) effective today with Parade Technologies, Ltd. (TPEx: 4966.TWO) (“Parade”), an arm’s length party and a leading supplier of video display, touch controller, and high-speed interface ICs, under which Parade will acquire substantially all of the assets (the “Assets”) of Spectra7 and its subsidiaries (the “Sale Transaction”). The Assets include intellectual property (IP), products, designs, inventory, and other specified items.

The Sale Transaction will enable Parade to both continue marketing Spectra7’s existing advanced active cable product portfolio and to leverage Spectra7’s technology in new high speed solutions. Parade anticipates that Spectra7’s cutting-edge SiGe-technology, achieving data speeds of 112 Gbps and higher, will provide valuable support for Parade’s efforts to expand into high-growth markets such as data centers, AI-powered computing, and next-generation consumer electronics. In addition, as part of the acquisition, it is currently anticipated that a significant number of Spectra7’s employees will join Parade, ensuring continuity of technical expertise and customer support.

“We are thrilled by this outcome and excited to close this transaction. Spectra7’s pioneering work and best-in-class Active Copper Cable products have a great partner in Parade, a powerhouse in the industry. Our customers, partners and industry will benefit tremendously.” – Omar Javaid, CEO of Spectra7.

Purchase Price

The purchase price (the “Purchase Price”) for the Assets is US$9,000,000 (approximately CDN$12,933,0001) in cash. On closing (the “Closing”) of the Sale Transaction, Parade shall make a cash payment to Spectra7 equal to the Purchase Price, less: (i) the Bridge Loans (as defined below), and (ii) US$1,800,000 (approximately CDN$2,586,600) (the “Escrow Amount”). The Escrow Amount shall be deposited into escrow with a third-party escrow agent to cover certain potential indemnity claims by Parade until the date that is one year after the closing of the Sale Transaction (the “Escrow Release Date”). There can be no certainty as to the quantum of the Escrow Amount to be released.

It is the intention of Spectra7 to distribute all of the net proceeds received from the Sale Transaction to its shareholders (the “Spectra7 Shareholders”) in two special distributions (each, a “Special Distribution”). The first Special Distribution shall be equal to the proceeds received by Spectra7 at the Closing (as defined below) less: (i) transaction costs including legal fees, costs of the special meeting of Spectra7 Shareholders to be held to approve the Sale Transaction (the “Meeting”), escrow agent fees and fees payable to the TSX Venture Exchange (the “TSXV”), and applicable broker fees; (ii) accounts payable and any employee severance and bonus costs; (iii) funds used for Spectra7’s ordinary course expenses prior to Closing; and (iv) funds used by Spectra7 to continue to exist as a public company until on or after the Escrow Release Date. The first Special Distribution is estimated to be approximately US$3,300,000 (approximately CDN$4,742,100), or approximately CDN$0.018 per share based on the share information below, and is expected to be made within seven days after Closing. Assuming no further Bridge Loans above US$750,000 are required and the Escrow Amount is released in full, the Second Distribution is estimated to be US$1,800,000 (approximately CDN$2,586,600) or approximately CDN$0.01 per share, and is expected to be made at the applicable time that funds are released from the Escrow Amount.

As of the date of this release, the number of common shares of Spectra7 outstanding (assuming the exercise in full of all of the 112,253,574 outstanding pre-funded warrants but excluding the exercise or conversion of any other outstanding securities of Spectra7 previously issued by Spectra7) is 255,008,208 common shares. Based on the above estimates and the common share amounts noted above, the total Special Distributions to the Spectra7 Shareholders is expected to be approximately US$5,100,000 (approximately CDN$7,328,700) or approximately CDN$0.028 per share. Each Special Distribution shall be made to the Spectra7 Shareholders of record as of the closing date of the Sale Transaction.

Bridge Financing

Concurrently with the execution of the Purchase Agreement by the parties, Parade has agreed to advance a loan to Spectra7 in the amount of US$450,000 (approximately CDN$646,650), with an additional loan in the amount of US$300,000 (approximately CDN$431,100) to be advanced on or about March 21, 2025 (collectively, the “Bridge Loans”), in order to assist Spectra7 to maintain its operations and carry on its business until Closing. The Bridge Loans (i) bear interest at the prevailing prime rate; (ii) are secured against certain assets of Spectra7 and its subsidiaries; and (iii) will be credited (including interest) at Closing against the Purchase Price. In the event that the Sale Transaction is not completed or the Purchase Agreement is terminated, the Bridge Loans become immediately payable by Spectra7 to Parade.

Shareholder Approval and Recommendation of the Board of Spectra7

The closing of the Sale Transaction is subject to various conditions, including the approval of the TSXV and approval of at least 66 2/3% of the votes cast by Spectra7 Shareholders at the Meeting pursuant to the Business Corporations Act (Ontario). The members of the Board, after consultation with management and legal and financial advisors, have approved the Sale Transaction and determined that the Sale Transaction is in the best interests of Spectra7 and recommend that Spectra7 Shareholders vote in favour of the Sale Transaction at the Meeting.

Spectra7 has entered into voting and support agreements with Spectra7 Shareholders holding an aggregate of 82,256,012 common shares representing approximately 57.62% of the issued and outstanding common shares of Spectra7, who have, among other things, agreed to vote their common shares of Spectra7 in favour of the Sale Transaction.

Additional details relating to the Sale Transaction, anticipated value and timing of the Special Distributions and the quantum of applicable transaction expenses will be set out in the management information circular of Spectra7 (the “Circular”) to be mailed to Spectra7 Shareholders in connection with the Meeting.

The Meeting has been set for April 14, 2025. The Sale Transaction is expected to close in the second quarter of 2025.

The Purchase Agreement

Under the terms of the Purchase Agreement, Parade has agreed to acquire all of the Assets. The closing of the Sale Transaction is subject to a number of customary conditions, including with respect to the truth and accuracy of the parties’ representations and warranties and compliance with their respective covenants. A termination fee of US$2,500,000 (approximately CDN$3,592,500) is payable by Spectra7 to Parade should the Sale Transaction not close in the event that Spectra7 fails to receive Spectra7 Shareholder approval for the Sale Transaction. Following Closing, Spectra7 has agreed not to engage in the business of development, design and sale of semiconductor products, including high speed analog devices (the “Business”), and not to solicit any customers or clients of the Business, or employees that were involved in the Business, for a period of two years following the Closing. The Purchase Agreement may be terminated by either Spectra7 or Parade if the Closing does not occur on or before June 30, 2025 (the “Outside Date”); provided the terminating party is not then in breach of its covenants, representations or warranties and such breach is the principal cause that the Closing has not occurred by the Outside Date.

Spectra7 has agreed to indemnify Parade for certain specified matters, including breaches of its representations, warranties and covenants in the Purchase Agreement, and certain other matters, subject to certain customary limitations. In the event an indemnification claim is made by Parade, they will have recourse to the Escrow Amount.

Craig-Hallum Capital Group LLC and The Benchmark Company LLC acted as  financial advisors to Spectra7 in connection with the Sale Transaction, and are together entitled to a transaction fee equal to US$1,000,000 (approximately CDN$1,437,000) on Closing.

Copies of the Purchase Agreement and the Circular will be filed with Canadian securities regulators and will be available at www.sedarplus.ca. Spectra7 Shareholders are urged to read the Circular and the other relevant materials when they become available, as such materials will contain important information regarding the Sale Transaction.

ABOUT SPECTRA7 MICROSYSTEMS INC.

Spectra7 is a leader in high-performance analog semiconductors for powering the AI revolution in broadband connectivity markets, hyperscale data centers, and Spatial Computing. Spectra7 is based in San Jose, California with a design center in Cork, Ireland and a technical support location in Dongguan, China ( https://www.spectra7.com/).

ABOUT PARADE TECHNOLOGIES, LTD.

Parade Technologies, Ltd. is a leading supplier of mixed-signal ICs for a variety of popular display and high-speed interface standards used in computers, consumer electronics and display panels. The fabless semiconductor company was founded in 2005 and publicly listed on Taipei Exchange (“TPEx”) in 2011 (stock code: 4966). Parade’s portfolio of IC products serves the growing demand for HDMI™, DisplayPort™, SATA, and USB ICs for display, storage and interface applications. In addition to being a technology innovator, Parade is an active participant and leader in industry standards-setting organizations.

Parade Technologies, Inc., a wholly owned US-based subsidiary of Parade Technologies, Ltd., is a member of VESA (Video Electronics Standard Association). Parade Technologies, Inc. has made key contributions to the development of VESA’s DisplayPort™ digital video interface standard.

Parade leverages its close relationships with market leading Tier-1 OEMs to develop ICs that provide unique system capabilities. Many of the company’s devices integrate proprietary technologies that offer superior system signal integrity, advanced system integration and enhanced power efficiency. As a result of the company’s “standards-plus” design philosophy, Parade ICs have been designed into products offered by nearly every leading computer and display vendor worldwide. ( https://www.paradetech.com/ )

For further information please contact:

Darrow Associates
Matt Kreps
214-597-8200
ir@spectra7.com

Spectra7 Microsystems Inc.
Omar Javaid
Chief Executive Officer
ir@spectra7.com

Forward-Looking Statements

Statements in this press release contain forward-looking information. Such forward-looking information may be identified by words such as “anticipates”, “plans”, “proposes”, “estimates”, “intends”, “expects”, “believes”, “may” and “will”. The forward-looking statements included in this press release, including statements regarding the Sale Transaction, the receipt of necessary Spectra7 Shareholder and TSXV approvals and satisfaction of other closing conditions, the anticipated timing of the meeting of Spectra7 Shareholders to approve the Sale Transaction and timing of Closing, the release of the Escrow Amount and the ultimate quantum and timing of the distributions payable to Spectra7 Shareholders upon Closing and release of the Escrow Amount.

In respect of the forward-looking statements and information included in this press release, Spectra7 has provided such in reliance on certain assumptions that it believes are reasonable at this time, including assumptions as to the timing of the Spectra7 Shareholder meeting, the ability of the parties to the Purchase Agreement to receive, in a timely manner and on satisfactory terms, necessary approvals to complete the Sale Transaction, the ability of such parties to satisfy, in a timely manner, the other conditions to the closing of the Sale Transaction, and assumptions related to the historical burn rate of Spectra7 and expenses becoming due prior to Closing. Accordingly, readers should not place undue reliance on the forward-looking statements and information contained in this news release. Forward-looking statements necessarily involve known and unknown risks and uncertainties, many of which are beyond Spectra7’s control. Such risks and uncertainties include but are not limited to: the risk that the Sale Transaction may not be completed on a timely basis, or at all; risks that the conditions to the consummation of the Sale Transaction may not be satisfied; the risk that the Sale Transaction may involve unexpected costs, liabilities or delays; the risk that, prior to the completion of the Sale Transaction, Spectra7’s business may experience significant disruptions, including loss of customers or employees, due to transaction-related uncertainty or other factors; the possible occurrence of an event, change or other circumstance that could result in termination of the Sale Transaction; risks that the Sale Transaction may have a negative impact on the market price and liquidity of the common shares of Spectra7; risks related to the diversion of management’s attention from the Trust’s ongoing business operations; risks relating to the failure to obtain necessary Spectra7 Shareholder and TSXV approvals; risks related to trade tariffs and retaliatory trade measures, specifically between the United States and Canada; foreign exchange risk; the risk that Spectra7’s burn rate until Closing is much higher than anticipated, or that there are unanticipated expenses that become due during such time; and other risks inherent to completing a cross-border transaction of this nature. Further, failure to obtain the requisite approvals or the failure of the parties to otherwise satisfy the conditions to or complete the Sale Transaction, may result in the Sale Transaction not being completed on the proposed terms, or at all. In addition, if the Sale Transaction is not completed, and Spectra7’s business continues in its current form, the announcement of the Sale Transaction and the dedication of substantial resources to the completion of the Sale Transaction could have a material adverse impact on Spectra7’s share price, its current business relationships (including with future and prospective employees, customers and partners) and on the current and future operations, financial condition and prospects of Spectra7.

When relying on forward-looking statements to make decisions, investors and others should carefully consider the foregoing factors and other uncertainties and potential events. Readers are cautioned that the foregoing list of factors is not exhaustive. Details of additional risk factors relating to Spectra7 and its business, generally, are discussed under the heading “Business Risks and Uncertainties” in the Spectra7’s Management’s Discussion & Analysis for the year ended December 31, 2023, a copy of which is available on Spectra7’s SEDAR+ profile at www.sedarplus.ca. These statements speak only as of the date of this press release. Except as otherwise required by applicable securities statutes or regulation, Spectra7 expressly disclaims any intent or obligation to update publicly forward-looking information, whether as a result of new information, future events or otherwise.

Neither the TSXV nor its regulation services provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.

63663053.9

1 The US$/CDN$ exchange rate used throughout this press release is CDN$1.437 to US$1.00 based upon the Bank of Canada exchange rate as at March 5, 2025.

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SOURCE Spectra7 Microsystems Inc.

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Technology

Escalade Announces Second Quarter 2026 Results Conference Call Date

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38 minutes ago

on

July 23, 2026

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EVANSVILLE, Ind., July 23, 2026 /PRNewswire/ — Escalade, Inc. (NASDAQ: ESCA, or the “Company”), a leading manufacturer and distributor of sporting goods and indoor/outdoor recreational equipment, today announced that it will issue its second quarter 2026 results before the market opens on Thursday, July 30, 2026. A conference call will be held that day at 11:00 a.m. ET to review the Company’s financial results and conduct a question-and-answer session.

A webcast of the conference call will be available in the Investor Relations section of Escalade’s website at www.escaladeinc.com. To listen to a live broadcast, go to the site at least 15 minutes prior to the scheduled start time in order to register, download, and install any necessary audio software.

To participate in the live teleconference:

Domestic Live:

833-890-3250

International Live: 

412-206-6441

To listen to a replay of the teleconference, which subsequently will be available through August 13, 2026:

Domestic Replay: 

844-512-2921

International Replay:

412-317-6671

Conference ID:

10209663

ABOUT ESCALADE

Founded in 1922, and headquartered in Evansville, Indiana, Escalade designs, manufactures, and sells sporting goods, safety, fitness, and indoor/outdoor recreation equipment. Our mission is to connect family and friends, create lasting memories, and play life to the fullest. Leaders in our respective categories, Escalade’s distinct and acclaimed brands include Goalrilla™ in-ground basketball hoops; STIGA® tennis tables and accessories; Bear® Archery and archery equipment; Brunswick Billiards® tables and accessories; Accudart® darting; ONIX® pickleball; Lifeline® fitness products; and RAVE Sports® water recreation products. Escalade’s products are available online and through leading retailers nationwide. For more information about Escalade’s diverse and prominent brand portfolio, history, financials, and governance, please visit www.escaladeinc.com.

INVESTOR RELATIONS CONTACT

Wesley Smith
Vice President, Financial Reporting & Investor Relations
812-467-1334

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SOURCE Escalade, Incorporated

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Analog Devices to Report Third Quarter Fiscal Year 2026 Financial Results on Wednesday, August 19, 2026

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38 minutes ago

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July 23, 2026

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WILMINGTON, Mass., July 23, 2026 /PRNewswire/ — Analog Devices, Inc. (Nasdaq: ADI) today announced it will release financial results for the third quarter fiscal year 2026 at 7:00 a.m. Eastern time on Wednesday, August 19, 2026. Following the press release, the Company will host a conference call at 10:00 a.m. Eastern time, the same day. Vincent Roche, Chief Executive Officer and Chair, Richard Puccio, Executive Vice President and Chief Financial Officer, and Jeff Ambrosi, Head of Investor Relations, Senior Director, will discuss ADI’s results and business outlook.

The press release, live conference call and subsequent archived copies can be accessed on Analog Devices’ Investor Relations website at investor.analog.com. To participate in the live conference call, please pre-register at: register-conf.media.server.com. Upon registering, you will be emailed a dial-in number and unique PIN.

About Analog Devices, Inc.
Analog Devices, Inc. (NASDAQ: ADI) is a global semiconductor leader that bridges the physical and digital worlds to enable breakthroughs at the Intelligent Edge. ADI combines analog, digital, AI, and software technologies into solutions that combat climate change, reliably connect humans and the world, and help drive advancements in automation and robotics, mobility, healthcare, energy and data centers. With revenue of more than $11 billion in FY25, ADI ensures today’s innovators stay Ahead of What’s Possible. Learn more at www.analog.com and on LinkedIn and X.

Jeff Ambrosi
Head of Investor Relations, Senior Director
Analog Devices, Inc.
781-461-3282
invesor.relations@analog.com

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SOURCE Analog Devices, Inc.

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Technology

Scholastic Reports Fourth Quarter and Fiscal 2026 Results

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38 minutes ago

on

July 23, 2026

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Fiscal 2026 Operating Income of $15.2 Million; Adjusted EBITDA of $151.5 Million, Up 4%, in Line With Guidance

Returned Over $285 Million to Shareholders During Fiscal Year

Fiscal 2027 Outlook Targets Return to Revenue Growth and Higher Adjusted EBITDA on Comparable Basis

NEW YORK, July 23, 2026 /PRNewswire/ — Scholastic Corporation (NASDAQ: SCHL), the global children’s publishing, education and media company, today reported financial results for the Company’s fiscal fourth quarter and full year ended May 31, 2026.

Peter Warwick, President and Chief Executive Officer, said, “Fiscal 2026 demonstrated the earnings power of a more focused Scholastic, as the Company made substantial progress in a multi-year transformation of its governance, organization, strategy and balance sheet. Adjusted EBITDA rose, in line with guidance, positioning the Company for growth in fiscal 2027.”

Fiscal 2026 revenue decreased 3%, and operating income was $15.2 million, compared with $15.8 million in fiscal 2025. Adjusted operating income, excluding one-time items, increased to $47.1 million from $35.8 million in the prior year period. Adjusted EBITDA was $151.5 million, up 4%, and increased 15% on a comparable basis, reflecting the full-year impact of additional lease expense and the loss of rental income from the sale-leaseback transactions in both periods. In the fourth quarter, Adjusted EBITDA increased $1.0 million on that same comparable basis, driven by continued strong execution in Book Fairs, Entertainment’s return to growth and disciplined cost management across the Company, even as revenue was affected by expected comparisons against an exceptional prior-year quarter in Trade and continued funding volatility in Education.

Mr. Warwick continued, “Today, our company is more clearly organized around the advantages that make Scholastic distinctive: a trusted brand, beloved IP, proprietary school-based channels and deep relationships with educators and families built over more than a century. Scholastic remains uniquely positioned to connect books, schools, homes and screens in ways that deepen kids’ engagement with stories and bring more children back to reading at a scale and depth that others cannot easily replicate.

“During the fourth quarter, we continued to see the impact of this strategy across the business. Book Fairs deepened our reach with schools and families, Trade Publishing remained anchored by enduring children’s franchises, and Entertainment expanded discovery and engagement with Scholastic IP across platforms. In Education, while funding volatility and a challenging supplemental curriculum market continued to pressure results, we made progress repositioning the business around a more focused strategy, improved execution and lower cost structure, with trends improving throughout the year.

“Fiscal 2026 was also an important year of capital deployment and shareholder value creation. Following the sale-leaseback transactions, we returned significant capital to shareholders through share repurchases, a modified Dutch auction tender offer and dividends, and established a long-term leverage framework that supports both disciplined investment and continued capital returns. Together, these actions completed major elements of our financial transformation and provide Scholastic with greater financial flexibility to enhance shareholder returns.

“As we enter fiscal 2027, Scholastic is strongly positioned to translate its durable advantages into profitable, sustained growth. Our outlook reflects expected revenue growth and higher Adjusted EBITDA on a comparable basis, reflecting the full-year impact of the sale-leaseback transactions in both periods. We remain focused on continued execution of our plan, disciplined cost management and targeted investment in the areas where Scholastic has the greatest opportunity to drive long-term growth, deepen our impact with children, families and educators, and create sustained value for shareholders.”

Outlook

In fiscal 2027, the Company expects revenue growth of approximately 2% to 4% and Adjusted EBITDA of approximately $135 million to $145 million. The Adjusted EBITDA range represents growth compared with fiscal 2026 Adjusted EBITDA on a comparable basis, reflecting the full-year impact of the sale-leaseback transactions in both periods.

This outlook reflects expected growth in Children’s Books, Entertainment and International, improved performance in Education, disciplined cost management and targeted investment in long-term growth opportunities.

The Company also expects Free Cash Flow (a non-GAAP financial measure, explained in the accompanying tables) of approximately $35 million to $40 million.

Fiscal 2026 Q4 Review

In $ millions (except per share data)

Fourth Quarter

Change

Fiscal 2026

Fiscal 2025

$

%

Revenues

$

476.1

$

508.3

$

(32.2)

(6) %

Operating income (loss)

$

51.4

$

53.5

$

(2.1)

(4) %

Earnings (loss) before taxes

$

14.5

$

48.9

$

(34.4)

(70) %

Diluted earnings (loss) per share

$

0.45

$

0.59

$

(0.14)

(24) %

Operating income (loss), ex. one-time items* (1)

$

58.3

$

63.4

$

(5.1)

(8) %

Diluted earnings (loss) per share, ex. one-time items*

$

2.19

$

0.87

$

1.32

152 %

Adjusted EBITDA* (1)

$

84.7

$

91.2

$

(6.5)

(7) %

Pro forma Adjusted operating income* (2)

$

58.3

$

59.5

$

(1.2)

(2) %

Pro forma Adjusted EBITDA* (2)

$

84.7

$

83.7

$

1.0

1 %

* Please refer to the non-GAAP financial tables attached

(1)

Fiscal 2026 fourth-quarter Operating income excluding one-time items and Adjusted EBITDA include
net costs of $4.2 and $7.8, respectively, related to the sale-leaseback transactions completed in
December 2025.

(2)

Pro forma Adjusted operating income and Pro forma Adjusted EBITDA reflect the full-period impact of
the sale-leaseback transactions in each period presented. The Company refers to these measures in
this release as results “on a comparable basis.” See Table 7 for the reconciliation to Adjusted operating
income and Adjusted EBITDA.

Revenues decreased 6% to $476.1 million, as continued growth in Book Fairs and higher Entertainment revenues were more than offset by lower Trade and International revenues due to more challenging comparisons with the prior-year publishing schedule and lower revenues in Education.

Operating Income decreased 4% to $51.4 million in the quarter compared to $53.5 million a year ago, including $6.9 million and $9.9 million in one-time charges in each period, respectively. Excluding one-time charges in both periods, adjusted operating income decreased $5.1 million to $58.3 million. On a comparable basis, reflecting the full-period impact of the sale-leaseback in both periods, adjusted operating income decreased $1.2 million from $59.5 million. Adjusted EBITDA (a non-GAAP measure of operations explained in the accompanying tables) was $84.7 million, compared to $91.2 million in the prior-year period. On the same comparable basis, Adjusted EBITDA increased $1.0 million from $83.7 million in the prior year period, primarily reflecting improved profitability in Children’s Book Publishing and Distribution and Entertainment, partly offset by lower results in Education and International.

Quarterly Results

Children’s Book Publishing and Distribution

In the fiscal fourth quarter, the Children’s Book Publishing and Distribution segment’s revenues decreased 4% to $276.3 million.

In School Reading Events, Book Fairs revenues were $186.6 million, up 5% from the prior year period, reflecting higher fair count. Book Clubs revenues were $12.2 million, a decline of 7% from the prior year period, primarily reflecting lower participation throughout the year.

Consolidated Trade revenues decreased 20% from the prior year period to $77.5 million, reflecting a challenging comparison with the prior-year publishing schedule, which included the release of Sunrise on the Reaping, the fifth book in Suzanne Collins’ global bestselling The Hunger Games® series.

Segment operating income was $60.3 million, compared to $57.6 million a year ago, which included one-time charges of $0.6 million. Excluding one-time charges, adjusted operating income increased $2.1 million, primarily driven by higher revenues and improved profitability in Book Fairs, partly offset by lower Trade results.

Education

Education revenues decreased 13% to $109.2 million, primarily reflecting continued pressure on school and district spending for supplemental curriculum materials. Segment operating income was $27.0 million, which included one-time charges of $0.9 million, compared to $30.7 million in the prior year period, which included one-time charges of $0.6 million. Excluding one-time charges, adjusted operating income decreased by $3.4 million, as a result of lower revenues, partly offset by benefits from the segment’s improved cost structure. While fourth-quarter revenues remained below the prior year, the rate of decline improved in the second half of fiscal 2026 compared to the first half of the year, as the segment advanced its product, marketing and sales strategies following its repositioning.

Entertainment

Segment revenues increased 42% to $21.0 million, reflecting higher production services revenues. Segment operating income was $0.4 million, which included one-time charges of $0.4 million, compared to an operating loss of $3.0 million in the prior year period, which included one-time charges of $0.9 million. Excluding one-time charges, adjusted segment operating income improved $2.9 million to $0.8 million, primarily reflecting higher revenues.

International

International revenues decreased 13% to $69.6 million, excluding favorable foreign currency exchange of $3.1 million, primarily reflecting lower Trade revenues against a more challenging comparison with the prior-year publishing schedule. Segment operating income was $2.9 million, which included one-time charges of $0.2 million, compared to $3.7 million in the prior year period, which included one-time charges of $2.4 million. Excluding one-time charges, adjusted operating income decreased by $3.0 million to $3.1 million primarily reflecting lower revenues, partly offset by cost management.

Overhead

Overhead costs were $39.2 million, which included one-time charges of $5.4 million, compared to $35.5 million in the prior year period, which included one-time charges of $5.4 million. Excluding one-time charges, adjusted overhead costs increased $3.7 million to $33.8 million. On a comparable basis, reflecting the pro forma impact of the sale-leaseback transactions in both periods, adjusted overhead costs were approximately in line with the prior-year period.

Fiscal 2026 Full Year Review

In $ millions (except per share data)

Full Year

Change

Fiscal 2026

Fiscal 2025

$

%

Revenues

$

1,581.9

$

1,625.5

$

(43.6)

(3) %

Operating income (loss)

$

15.2

$

15.8

$

(0.6)

(4) %

Earnings (loss) before taxes

$

85.2

$

(1.3)

$

86.5

NM

Diluted earnings (loss) per share

$

2.34

$

(0.07)

$

2.41

NM

Operating income (loss), ex. one-time items* (1)

$

47.1

$

35.8

$

11.3

32 %

Diluted earnings (loss) per share, ex. one-time items*

$

1.87

$

0.48

$

1.39

NM

Adjusted EBITDA* (1)

$

151.5

$

145.4

$

6.1

4 %

Pro forma Adjusted operating income* (2)

$

35.3

$

19.9

$

15.4

77 %

Pro forma Adjusted EBITDA* (2)

$

132.4

$

115.3

$

17.1

15 %

* Please refer to the non-GAAP financial tables attached

(1)

Fiscal 2026 full-year Operating income excluding one-time items and Adjusted EBITDA include net costs
of $7.2 and $14.5, respectively, related to the sale-leaseback transactions completed in December 2025.

(2)

Pro forma Adjusted operating income and Pro forma Adjusted EBITDA reflect the full-period impact of
the sale-leaseback transactions in each period presented. The Company refers to these measures in
this release as results “on a comparable basis.” See Table 7 for the reconciliation to Adjusted operating
income and Adjusted EBITDA.

Revenues decreased 3% to $1,581.9 million, primarily reflecting lower revenues in Education and lower Consolidated Trade revenues against a more challenging comparison with the prior-year publishing schedule, partly offset by strong performance in Book Fairs and higher Entertainment revenues.

Operating Income decreased 4% to $15.2 million, compared to $15.8 million a year ago, including $31.9 million and $20.0 million in one-time charges in each period, respectively. Excluding one-time charges in both periods, adjusted operating income increased $11.3 million to $47.1 million. On a comparable basis, reflecting the full-year impact of the sale-leaseback transactions in both periods, adjusted operating income increased $15.4 million to $35.3 million, compared to $19.9 million in the prior year. Adjusted EBITDA increased $6.1 million, or 4%, to $151.5 million, in-line with the Company’s guidance. On the same comparable basis, Adjusted EBITDA increased 15%, or $17.1 million, to $132.4 million from $115.3 million. The improvement on a comparable basis primarily reflected strong performance in Children’s Book Publishing and Distribution and International, as well as lower adjusted overhead costs, which more than offset the impact of lower sales in Education.

Capital Position and Liquidity

In $ millions

Full Year

Change

Fiscal 2026

Fiscal 2025

$

%

Net cash provided by operating activities

$

50.9

$

124.2

$

(73.3)

(59) %

Net proceeds from sale and lease transactions (1)

452.4

—

452.4

NM

Additions to property, plant and equipment and
prepublication expenditures

(66.3)

(76.7)

10.4

14 %

Net borrowings (repayments) of film related obligations

(1.0)

(18.3)

17.3

95 %

Free cash flow (use)*

$

436.0

$

29.2

$

406.8

NM

Net cash (debt)*

$

48.9

$

(136.6)

$

185.5

136 %

NM – Not Meaningful

* Please refer to the non-GAAP financial tables attached

(1) Excludes tax impact from sale-leaseback transactions.

Net cash provided by operating activities was $50.9 million, compared to $124.2 million in the prior year period, primarily reflecting higher tax payments associated with the sale-leaseback transactions, as well as higher severance-related payments as part of cost savings initiatives. Free cash flow was $436.0 million in fiscal 2026, compared to $29.2 million in the prior year period, primarily reflecting over $400 million in net proceeds from the Company’s sale-leaseback transactions.

The Company ended fiscal 2026 with net cash of $48.9 million compared to a net debt position of $136.6 million at the end of fiscal 2025, primarily reflecting the net proceeds from the sale-leaseback transactions, partly offset by significant capital returns to shareholders.

In fiscal 2026, the Company returned approximately $288.6 million to shareholders through share repurchases and dividends. This included the repurchase of 7,336,966 shares of common stock for $268.6 million, including shares purchased through the Company’s modified Dutch auction tender offer and open-market repurchases, and $20.0 million of dividends, including $4.6 million in the fourth quarter.

At May 31, 2026, $183.0 million remained authorized for future repurchases under the Company’s stock repurchase program. The Company expects to continue purchasing shares, from time to time as conditions allow, on the open market or in negotiated private transactions.

Additional Information

To supplement our financial statements presented in accordance with GAAP, we include certain non-GAAP calculations and presentations including, as noted above, “Adjusted EBITDA, “Adjusted Operating Income”, and “Free Cash Flow”. Please refer to the non-GAAP financial tables attached to this press release for supporting details on the impact of one-time items on operating income, net income and diluted EPS, and the use of non-GAAP financial measures included in this release. This information should be considered as supplemental in nature and not as a substitute for the related financial information prepared in accordance with GAAP.

Conference Call

The Company will hold a conference call to discuss its results at 4:30 p.m. ET today, July 23, 2026. Peter Warwick, Scholastic President and Chief Executive Officer, and Haji Glover, the Company’s Chief Financial Officer, Executive Vice President, will moderate the call.

A live webcast of the call can be accessed at https://edge.media-server.com/mmc/p/n2mcunuo. To access the conference call by phone, please go to https://register-conf.media-server.com/register/BIe4453c04814b4def819b83eaf92a8731, which will provide dial-in details. To avoid delays, participants are encouraged to dial into the conference call five minutes ahead of the scheduled start time. Shortly following the call, an archived webcast and accompanying slides from the conference call will be posted at investor.scholastic.com.

About Scholastic

For more than 100 years, Scholastic Corporation (NASDAQ: SCHL) has been meeting children where they are – at school, at home and in their communities – by creating quality content and experiences, all beginning with literacy. Scholastic delivers stories, characters, and learning moments that empower all kids to become lifelong readers and learners through bestselling children’s books, literacy- and knowledge-building resources for schools including classroom magazines, and award-winning, entertaining children’s media. As the world’s largest publisher and distributor of children’s books through school-based book clubs and book fairs, classroom libraries, school and public libraries, retail, and online, and with a global reach into more than 135 countries, Scholastic encourages the personal and intellectual growth of all children, while nurturing a lifelong relationship with reading, themselves, and the world around them. Learn more at www.scholastic.com.

Forward-Looking Statements

This news release contains certain forward-looking statements relating to future periods. Such forward-looking statements are subject to various risks and uncertainties, including the conditions of the children’s book and educational materials markets generally and acceptance of the Company’s products within those markets, and other risks and factors identified from time to time in the Company’s filings with the Securities and Exchange Commission. Actual results could differ materially from those currently anticipated.

SCHL: Financial

Table 1

Scholastic Corporation

Consolidated Statements of Operations

(Unaudited)

(In $ Millions, except shares and per share data)

Three months ended

Twelve months ended

05/31/26

05/31/25

05/31/26

05/31/25

Revenues

$

476.1

$

508.3

$

1,581.9

$

1,625.5

Operating costs and expenses:

Cost of goods sold

190.4

207.3

689.8

718.8

Selling, general and administrative expenses

219.7

227.8

807.2

822.3

Depreciation and amortization

13.1

17.2

58.8

65.7

Asset impairments and write downs

1.5

2.5

10.9

2.9

Total operating costs and expenses

424.7

454.8

1,566.7

1,609.7

Operating income (loss)

51.4

53.5

15.2

15.8

Interest income (expense), net

(0.9)

(4.3)

(11.2)

(16.0)

Other components of net periodic benefit (cost)

(0.3)

(0.3)

(1.3)

(1.1)

Loss on sale of investments

(17.2)

—

(17.2)

—

Gain (loss) on sale and leaseback transactions

(18.5)

—

99.7

—

Earnings (loss) before income taxes

14.5

48.9

85.2

(1.3)

Provision (benefit) for income taxes

5.1

33.5

28.5

0.6

Net income (loss)

$

9.4

$

15.4

$

56.7

$

(1.9)

Basic and diluted earnings (loss) per share of Class A and
Common Stock (1)

Basic

$

0.46

$

0.59

$

2.39

$

(0.07)

Diluted

$

0.45

$

0.59

$

2.34

$

(0.07)

Basic weighted average shares outstanding

20,343

26,113

23,698

27,631

Diluted weighted average shares outstanding

20,992

26,209

24,222

27,907

(1)

Earnings (loss) per share are calculated on non-rounded net income (loss) and shares outstanding.
Recalculating earnings per share based on numbers rounded to millions may not yield the results as
presented.

 

Table 2

Scholastic Corporation

Segment Results, Excluding One-Time Items

(Unaudited)

(In $ Millions)

Three months ended

Change

Twelve months ended

Change

05/31/26

05/31/25

$

%

05/31/26

05/31/25

$

%

Children’s Book Publishing
and Distribution

Revenues

Book Clubs

$

12.2

$

13.1

$

(0.9)

(7) %

$

57.1

$

64.2

$

(7.1)

(11) %

Book Fairs

186.6

177.8

8.8

5 %

576.0

548.3

27.7

5 %

School Reading Events

198.8

190.9

7.9

4 %

633.1

612.5

20.6

3 %

Consolidated Trade

77.5

97.3

(19.8)

(20) %

331.1

351.4

(20.3)

(6) %

Total Revenues

276.3

288.2

(11.9)

(4) %

964.2

963.9

0.3

0 %

Operating income (loss) ex.
one-time items *

60.3

58.2

2.1

4 %

143.7

131.3

12.4

9 %

Adjusted operating margin *

21.8 %

20.2 %

14.9 %

13.6 %

Education

Revenues

109.2

125.7

(16.5)

(13) %

267.6

309.8

(42.2)

(14) %

Operating income (loss) ex.
one-time items *

27.9

31.3

(3.4)

(11) %

0.2

6.9

(6.7)

(97) %

Adjusted operating margin *

25.5 %

24.9 %

0.1 %

2.2 %

Entertainment

Revenues

21.0

14.8

6.2

42 %

65.7

61.0

4.7

8 %

Operating income (loss) ex.
one-time items *

0.8

(2.1)

2.9

138 %

(9.3)

(7.2)

(2.1)

(29) %

Adjusted operating margin *

3.8 %

NM

NM

NM

International

Revenues

69.6

76.8

(7.2)

(9) %

277.2

279.6

(2.4)

(1) %

Operating income (loss) ex.
one-time items *

3.1

6.1

(3.0)

(49) %

7.1

2.9

4.2

145 %

Adjusted operating margin *

4.5 %

7.9 %

2.6 %

1.0 %

Overhead

Revenues

—

2.8

(2.8)

(100) %

7.2

11.2

(4.0)

(36) %

Operating income (loss) ex.
one-time items *

(33.8)

(30.1)

(3.7)

(12) %

(94.6)

(98.1)

3.5

4 %

Operating income (loss) ex.
one-time items *

$

58.3

63.4

(5.1)

(8) %

$

47.1

35.8

11.3

32 %

Adjusted operating margin *

12.2 %

12.5 %

3.0 %

2.2 %

NM – Not meaningful

* Please refer to Table 4 for one-time items and a reconciliation of the non-GAAP financials.

 

Table 3

Scholastic Corporation

Supplemental Information

(Unaudited)

(In $ Millions)

Selected Balance Sheet Items

05/31/26

05/31/25

Cash and cash equivalents

$

134.9

$

124.0

Accounts receivable, net

236.4

273.4

Inventories, net

265.0

250.2

Accounts payable

144.2

157.3

Deferred revenue

179.2

178.8

Accrued royalties

50.3

69.1

Film related obligations

17.1

18.3

Lines of credit and long-term debt

80.5

256.2

Net cash (debt) (1)

48.9

(136.6)

Total stockholders’ equity

750.8

946.5

Selected Cash Flow Items

Three months ended

Twelve months ended

05/31/26

05/31/25

05/31/26

05/31/25

Net cash provided by (used in) operating activities

$

90.0

$

106.9

$

50.9

$

124.2

Net proceeds from sale and lease transactions (3)

—

—

452.4

—

Property, plant and equipment additions

(15.0)

(12.3)

(48.4)

(52.2)

Prepublication expenditures

(4.9)

(8.7)

(17.9)

(24.5)

Net borrowings (repayments) of film related obligations

(0.1)

0.3

(1.0)

(18.3)

Free cash flow (use) (2)

$

70.0

$

86.2

$

436.0

$

29.2

(1)

Net cash (debt) is defined by the Company as cash and cash equivalents less production cash of $5.5
and $4.4 as of May 31, 2026 and May 31, 2025, respectively, net of lines of credit and short-term and
long-term-debt. Film related obligations are not included. The Company utilizes this non-GAAP financial
measure, and believes it is useful to investors, as an indicator of the Company’s effective leverage and
financing needs.

(2)

Free cash flow (use) is defined by the Company as net cash provided by or used in operating activities
(which includes royalty advances) and cash acquired through acquisitions and from the sale of assets,
reduced by spending on property, plant and equipment and prepublication costs and adjusted for net
cash flows from film related obligations. The Company believes that this non-GAAP financial measure
is useful to investors as an indicator of cash flow available for debt repayment and other investing
activities, such as acquisitions. The Company utilizes free cash flow as a further indicator of operating
performance and for planning investing activities.

(3)

Excludes tax impact from sale-leaseback transactions.

 

Table 4

Scholastic Corporation

Supplemental Results – Excluding One-Time Items

(Unaudited)

(In $ Millions, except per share data)

Three months ended

05/31/2026

05/31/2025

Reported

One-time
items

Excluding
One-time
items

Reported

One-time
items

Excluding
One-time
items

Diluted earnings (loss) per share (1)

$

0.45

$

1.79

$

2.19

$

0.59

$

0.29

$

0.87

Net income (loss) (2)

$

9.4

$

36.5

$

45.9

$

15.4

$

7.5

$

22.9

Earnings (loss) before income taxes (3)

$

14.5

$

42.6

$

57.1

$

48.9

$

9.9

$

58.8

Children’s Book Publishing and
Distribution (4)

$

60.3

$

—

$

60.3

$

57.6

$

0.6

$

58.2

Education (5)

27.0

0.9

27.9

30.7

0.6

31.3

Entertainment(6)

0.4

0.4

0.8

(3.0)

0.9

(2.1)

International (7)

2.9

0.2

3.1

3.7

2.4

6.1

Overhead (8)

(39.2)

5.4

(33.8)

(35.5)

5.4

(30.1)

Operating income (loss)

$

51.4

$

6.9

$

58.3

$

53.5

$

9.9

$

63.4

Twelve months ended

05/31/2026

05/31/2025

Reported

One-time
items

Excluding
One-time
items

Reported

One-time
items

Excluding
One-time
items

Diluted earnings (loss) per share (1)

$

2.34

$

(0.47)

$

1.87

$

(0.07)

$

0.55

$

0.48

Net income (loss) (2)

$

56.7

$

(11.3)

$

45.4

$

(1.9)

$

15.2

$

13.3

Earnings (loss) before income taxes (3)

$

85.2

$

(50.6)

$

34.6

$

(1.3)

$

20.0

$

18.7

Children’s Book Publishing and
Distribution (4)

$

142.9

$

0.8

$

143.7

$

130.7

$

0.6

$

131.3

Education (5)

(4.1)

4.3

0.2

6.3

0.6

6.9

Entertainment(6)

(16.1)

6.8

(9.3)

(12.1)

4.9

(7.2)

International (7)

6.4

0.7

7.1

(1.0)

3.9

2.9

Overhead (8)

(113.9)

19.3

(94.6)

(108.1)

10.0

(98.1)

Operating income (loss)

$

15.2

$

31.9

$

47.1

$

15.8

$

20.0

$

35.8

(1)

Earnings (loss) per share are calculated on non-rounded net income (loss) and shares outstanding. Recalculating
earnings per share based on rounded numbers may not yield the results as presented.

(2)

In the three and twelve months ended May 31, 2026, the Company recognized a benefit of $6.1 and a provision of
$39.3, respectively, for income taxes in respect to one-time pretax items. In the three and twelve months ended May
31, 2025, the Company recognized a benefit of $2.4 and $4.8, respectively, for income taxes in respect to one-time
pretax items.

(3)

In the three and twelve months ended May 31, 2026, the Company recognized a pretax loss of $17.2 related to the
sale of its 26.2% equity interest in a U.K.-based children’s book publishing business. In the three months ended May
31, 2026, the Company recognized an adjustment of $18.5 million to the pretax gain related to the sale-leaseback
transactions. In the twelve months ended May 31, 2026, the Company recognized a pretax gain of $99.7 related to
sale-leaseback transactions involving its facilities in New York City and Jefferson City, Missouri.

(4)

In the twelve months ended May 31, 2026, the Company recognized a pretax asset impairment charge of $0.8 related
to a certain product. In the three and twelve months ended May 31, 2025, the Company recognized a pretax asset
impairment charge of $0.6 related to a digital product.

(5)

In the three and twelve months ended May 31, 2026, the Company recognized pretax asset impairment charges of
$0.9 and $4.3, respectively, related to certain education and digital products. In the three and twelve months ended May
31, 2025, the Company recognized a pretax asset impairment charge of $0.6 related to certain digital products.

(6)

In the three and twelve months ended May 31, 2026, the Company recognized other pretax expenses of $0.4 and $1.4,
respectively. In the twelve months ended May 31, 2026, the Company recognized pretax severance of $0.2 and a pretax
asset impairment charge of $5.2 primarily related to certain film and television programs in development. In the three
and twelve months ended May 31, 2025, the Company recognized pretax severance of $0.3 and $1.4, respectively,
related to cost-savings initiatives, pretax costs of $0.4 and $3.0, respectively, related to the acquisition of 9 Story Media
Group and pretax asset impairment charges of $0.2 and $0.5, respectively, related to the early exit of certain leased
office space in Canada and Ireland.

(7)

In the three and twelve months ended May 31, 2026, the Company recognized pretax severance of $0.2 and $0.7,
respectively, related to cost-savings initiatives. In the three and twelve months ended May 31, 2025, the Company
recognized pretax severance of $1.3 and $2.8, respectively, related to cost-savings initiatives and a pretax asset
impairment charge of $1.1 related to the reorganization in China. 

(8)

In the three and twelve months ended May 31, 2026, the Company recognized pretax severance of $3.7 and $15.5,
respectively, related to cost-savings initiatives, and other pretax expenses of $1.7 and $3.8, respectively. In the three
and twelve months ended May 31, 2025, the Company recognized pretax severance of $3.4 and $7.6, respectively,
related to cost-savings initiatives, other pretax expenses of $1.9 and $2.3, respectively, and an asset impairment
charge of $0.1 related to the early exit of an office lease.

 

Table 5

Scholastic Corporation

Consolidated Statements of Operations – Supplemental

Adjusted EBITDA

(Unaudited)

(In $ Millions)

Three months ended

05/31/26

05/31/25

Earnings (loss) before income taxes as reported

$

14.5

$

48.9

One-time items before income taxes

42.6

9.9

Earnings (loss) before income taxes excluding one-time items

57.1

58.8

Interest (income) expense (1)

0.9

4.5

Depreciation and amortization

26.7

27.9

Adjusted EBITDA (2)

$

84.7

$

91.2

Twelve months ended

05/31/26

05/31/25

Earnings (loss) before income taxes as reported

$

85.2

$

(1.3)

One-time items before income taxes

(50.6)

20.0

Earnings (loss) before income taxes excluding one-time items

34.6

18.7

Interest (income) expense (1)

11.6

16.4

Depreciation and amortization

105.3

110.3

Adjusted EBITDA (2)

$

151.5

$

145.4

(1)

Amounts include production loan interest amortized into cost of goods sold.

(2)

Adjusted EBITDA is defined by the Company as earnings (loss), excluding one-time items,
before interest, taxes, depreciation and amortization. The Company believes that Adjusted
EBITDA is a meaningful measure of operating profitability and useful for measuring returns
on capital investments over time as it is not distorted by unusual gains, losses, or other
items.

 

Table 6

Scholastic Corporation

Consolidated Statements of Operations – Supplemental

Adjusted EBITDA by Segment

(Unaudited)

(In $ Millions)

Three months ended

05/31/26

CBPD (1)

EDUC (1)

ENT (1)

INTL (1)

OVH (1)(4)

Total

Earnings (loss) before income taxes as reported

$

60.1

$

27.0

$

(0.0)

$

(14.8)

$

(57.8)

$

14.5

One-time items before income taxes

—

0.9

0.4

17.4

23.9

42.6

Earnings (loss) before income taxes excluding
one-time items

60.1

27.9

0.4

2.6

(33.9)

57.1

Interest (income) expense (2)

0.2

0.0

0.5

0.0

0.2

0.9

Depreciation and amortization (3)

8.3

6.0

8.0

2.2

2.2

26.7

Adjusted EBITDA (4)

$

68.6

$

33.9

$

8.9

$

4.8

$

(31.5)

$

84.7

Three months ended

05/31/25

CBPD (1)

EDUC (1)

ENT (1)

INTL (1)

OVH (1)

Total

Earnings (loss) before income taxes as reported

$

57.5

$

30.7

$

(2.9)

$

2.9

$

(39.3)

$

48.9

One-time items before income taxes

0.6

0.6

0.9

2.4

5.4

9.9

Earnings (loss) before income taxes excluding
one-time items

58.1

31.3

(2.0)

5.3

(33.9)

58.8

Interest (income) expense  (2)

0.1

0.0

0.7

0.1

3.6

4.5

Depreciation and amortization (3)

8.0

6.2

5.0

2.0

6.7

27.9

Adjusted EBITDA

$

66.2

$

37.5

$

3.7

$

7.4

$

(23.6)

$

91.2

Twelve months ended

05/31/26

CBPD (1)

EDUC (1)

ENT (1)

INTL (1)

OVH (1)(4)

Total

Earnings (loss) before income taxes as reported

$

142.5

$

(4.1)

$

(17.9)

$

(12.9)

$

(22.4)

$

85.2

One-time items before income taxes

0.8

4.3

6.8

17.9

(80.4)

(50.6)

Earnings (loss) before income taxes excluding
one-time items

143.3

0.2

(11.1)

5.0

(102.8)

34.6

Interest (income) expense (2)

0.4

0.0

2.2

0.1

8.9

11.6

Depreciation and amortization (3)

31.2

24.9

24.4

8.1

16.7

105.3

Adjusted EBITDA (4)

$

174.9

$

25.1

$

15.5

$

13.2

$

(77.2)

$

151.5

Twelve months ended

05/31/25

CBPD (1)

EDUC (1)

ENT (1)

INTL (1)

OVH (1)

Total

Earnings (loss) before income taxes as reported

$

130.5

$

6.3

$

(14.3)

$

(3.1)

$

(120.7)

$

(1.3)

One-time items before income taxes

0.6

0.6

4.9

3.9

10.0

20.0

Earnings (loss) before income taxes excluding
one-time items

131.1

6.9

(9.4)

0.8

(110.7)

18.7

Interest (income) expense  (2)

0.2

0.0

3.2

0.1

12.9

16.4

Depreciation and amortization (3)

31.1

24.8

21.5

7.9

25.0

110.3

Adjusted EBITDA

$

162.4

$

31.7

$

15.3

$

8.8

$

(72.8)

$

145.4

(1)

The Company’s segments are defined as the following: CBPD – Children’s Book Publishing and Distribution
segment; EDUC – Education segment; ENT – Entertainment segment; INTL – International segment; OVH –
unallocated overhead.

(2)

Amounts include production loan interest amortized into cost of goods sold.

(3)

Depreciation and amortization in the Children’s Book Publishing and Distribution, Education and International
segments includes amounts allocated from overhead.

(4)

Adjusted EBITDA for unallocated overhead and total includes the net cost impact of the sale-leaseback
transactions of $7.8 and $14.5 for the three and twelve months ended May 31, 2026, respectively.

 

Table 7

Scholastic Corporation

Pro Forma Supplemental Information

(Unaudited)

(In $ Millions)

Three months ended

Change

05/31/26

05/31/25

$

%

Adjusted unallocated overhead

$

(33.8)

$

(30.1)

$

(3.7)

(12) %

Incremental full-year impact of sale-leaseback transactions

—

(3.9)

3.9

Pro forma Adjusted unallocated overhead (1)

$

(33.8)

$

(34.0)

$

0.2

1 %

Adjusted operating income

$

58.3

$

63.4

$

(5.1)

(8) %

Incremental full-year impact of sale-leaseback transactions

—

(3.9)

3.9

Pro forma Adjusted operating income (1) (2)

$

58.3

$

59.5

$

(1.2)

(2) %

Adjusted EBITDA

$

84.7

$

91.2

$

(6.5)

(7) %

Incremental full-year impact of sale-leaseback transactions

—

(7.5)

7.5

Pro forma Adjusted EBITDA (1) (2)

$

84.7

$

83.7

$

1.0

1 %

Twelve months ended

Change

05/31/26

05/31/25

$

%

Adjusted unallocated overhead

$

(94.6)

$

(98.1)

$

3.5

4 %

Incremental full-year impact of sale-leaseback transactions

(11.8)

(15.9)

4.1

Pro forma Adjusted unallocated overhead (1)

$

(106.4)

$

(114.0)

$

7.6

7 %

Adjusted operating income

$

47.1

$

35.8

$

11.3

32 %

Incremental full-year impact of sale-leaseback transactions

(11.8)

(15.9)

4.1

Pro forma Adjusted operating income (1) (2)

$

35.3

$

19.9

$

15.4

77 %

Adjusted EBITDA

$

151.5

$

145.4

$

6.1

4 %

Incremental full-year impact of sale-leaseback transactions

(19.1)

(30.1)

11.0

Pro forma Adjusted EBITDA (1) (2)

$

132.4

$

115.3

$

17.1

15 %

(1)

Pro forma Adjusted unallocated overhead, Pro forma Adjusted operating income and Pro forma Adjusted
EBITDA reflect the net impacts of the sale-leaseback transactions as if the transactions had occurred on
June 1, 2024, the beginning of fiscal 2025. Fiscal 2026 reported results include the actual impact beginning
upon completion of the transactions in December 2025. The incremental adjustments shown above reflect
the additional impact for the portion of fiscal 2026 prior to completion of the transactions. Fiscal 2025
reported results include no impact from the transactions.

(2)

For fiscal 2026, the full-year pro forma cost impact was $19.0 on Adjusted operating income, consisting of
$7.2 recognized in reported fiscal 2026 results and $11.8 of incremental adjustments. For fiscal 2026, the
full-year pro forma cost impact on Adjusted EBITDA was $33.6, consisting of $14.5 recognized in reported
fiscal 2026 results and $19.1 of incremental adjustments. For fiscal 2025, the full-year pro forma cost
impacts were $15.9 on Adjusted operating income and $30.1 on Adjusted EBITDA.

 

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SOURCE Scholastic Corporation

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