Hello, everyone, and welcome to Scholastic Reports Second Quarter Fiscal Year 2025 Results. At this time, all participants are in a listen-only mode. After the speakers' presentation, there will be a question-and-answer session. Please be advised that today's conference is being recorded. Now, I will pass the call over to the Chief Growth Officer and Executive Vice President, Jeffrey Mathews. Please proceed.

Hello, and welcome everyone to Scholastic Fiscal 2025 Second Quarter Earnings Call. Today on the call, I'm joined by Peter Warwick, our President and Chief Executive Officer; and Haji Glover, our Chief Financial Officer and Executive Vice President. As usual, we have posted the accompanying investor presentation on our IR website at investor.scholastic.com, which you may download now if you have not already done so. We would like to point out that certain statements made today will be forward-looking. These forward-looking statements, by their nature, are subject to various risks and uncertainties and actual results may differ materially from those currently anticipated. In addition, we will be discussing some non-GAAP financial measures as defined in Regulation G. The reconciliations of those measures to the most directly comparable GAAP measures may be found in the Company's earnings release and accompanying financial tables filed this afternoon on a Form 8-K. This earnings release has also been posted to our Investor Relations website. We encourage you to review the disclaimers in the release and investor presentation and to review the risk factors disclosed in the Company's annual and quarterly reports filed with the SEC. Should you have any questions after today's call, please send them directly to our IR e-mail address [email protected]. Now, I'd like to turn the call over to Peter Warwick to begin this afternoon's presentation.

Thanks, Jeff, and good afternoon, everyone. Thank you for joining us. In the second quarter, Scholastic Book Fairs and Clubs continued delivering the joy and excitement of books and reading to millions of kids, while our global children's publishing and entertainment teams moved ahead with exciting plans for this fiscal year and next. As we discussed at our earnings call in September, second quarter results came in lower than the prior year, primarily reflecting the timing of this year's publishing plan. During the back-to-school season, we pursued multiple opportunities to drive long-term growth in our core markets and expand beyond them with new models, channels and products, all leveraging Scholastic's trusted brand, iconic IP, global scale, and differentiated channels. We built upon Scholastic's unique capability to give kids access to engaging, high-quality books year after year through our school reading events and education businesses. We advanced our strategy as a global children's media and content company through our trade and entertainment divisions, preparing best-selling books and award-winning media for distribution through our own channels as well as through third-party retailers, sellers and platforms. To support this growth, we successfully upsized our unsecured revolving credit facility to $400 million last month. With our strong balance sheet and history of robust free-cash flow conversion, we remain committed to investing in our future while returning excess cash to enhance shareholder returns. We've reaffirmed our fiscal 2025 guidance. This reflects our results in the first half of the year and confidence in the outlook for the second half. Haji and I will both discuss this further shortly. I'd like to start by discussing our market outlook and how after significant preparations over the past several years, Scholastic is positioned to navigate potential changes in U.S. policy as the administration changes. First, we're closely monitoring U.S. trade policy, including towards China, Mexico, and Canada. With respect to our outlook for the second half of fiscal 2025, we forecast little exposure, as we've already purchased almost all of our inventory needs. We similarly see little impact on our inventory costs in the first half of fiscal 2026, given those purchases will be mostly sitting in our warehouses by early summer. Scholastic's global scale and highly optimized supply chain has long provided substantial product cost advantages, especially for our school channels. The global pandemic four years ago presented an opportunity to diversify our supplier relationships and make sourcing processes more flexible. As a result, today, we're better able to mitigate and hedge against tariff, shipping, out-of-stock, and other risks. Longer-term, we remain confident that our supply-chain team can mitigate exposure to potential tariffs just as they navigated the disruptions of the pandemic. Second, with respect to education policy, we're monitoring potential changes in legislation and funding. The vast majority of educational publisher sales occur at the state and local district level with money from a combination of funding from local, state, and federal sources. Consequently, policy and funding trends at the state and local level are most relevant to students, families, and classrooms and to our business. Among these trends, we remain focused on school choice and voucher programs, which are driving enrollment in charter, parochial, and independent schools in many states. New educational savings account programs, which give families funds to pay for tuition, homeschooling, enrichment and remediation activities in a growing number of states, and the shift to science-based approaches to literacy instructions, which we've seen adopted across the country over the past two to three years. All three of these trends may accelerate over the next four years. We don't expect this to materially impact our outlook for fiscal 2025 or in the near term. But over the longer term, we believe Scholastic is uniquely positioned to meet the growing markets and needs created by these trends and to support families and kids wherever they are. Five ways we are doing this already are as follows. First, we're tapping into new sources of state, corporate, and philanthropic funding, all independent of federal funding and policy, to provide kids and families access to books and literacy. Second, we're designing new go-to-market strategies and offerings in our school reading events and education solutions divisions to serve charter, independent, and parochial schools, where we have significant growth opportunities. Third, we're developing new supplemental instructional programs aligned with the science of reading and the growing nationwide consensus on how best to teach literacy. Fourth, we're testing new direct-to-family offerings to support parents and kids with reading and learning at home as we explore the larger direct-to-consumer opportunity for our brand and IP. And lastly, we continue to lean into the importance of literacy, something that people and politicians across the country can wholeheartedly agree on, especially in the face of declining reading scores in the U.S. Enabling kids to read is something that Scholastic is uniquely known for. Indeed, it lies at the core of our purpose. With respect to the impact of these potential policy changes and others, we're confident in our ability to operate nimbly and navigate changes that may occur in the future. But we're also proactively taking steps to target cost actions and ensure our investments and resources are aligned with our growth priorities, which Haji will elaborate on further. With that, I'll turn to the highlights across our business segments. In the Children's Book Publishing and Distribution segment, execution was solid. However, results declined, primarily reflecting year-over-year timing factors in our Trade Publishing and School Reading events divisions. In School Reading events or SRE, schools booked the largest number of fall fairs since the pandemic and we remain on track to achieve our target of 90,000 fairs in fiscal 2025. Looking ahead, the investments we're making in Book Fairs to grow our fair count and implement new merchandising and sales initiatives are having a positive impact and should contribute to our performance this year and beyond, including modest growth in fiscal 2025. Also, within SRE, updated offerings in our school book clubs business drove higher student participation and revenue per sponsor. As the business continues to rebuild a profitable core, we are re-engaging loyal customers and revitalizing this strategic channel to teachers and families. Turning to our Trade Publishing division within the Children's Books segment. Revenues were down in the second quarter, in line with expectations based on this year's publishing schedule relative to a year ago when we recorded strong sales of multiple new titles from major Scholastic authors and franchises. In quarter two, new Scholastic releases maintained our presence on best-seller lists. Top-selling titles last quarter included Christmas at Hogwarts by J.K. Rowling, which debuted number one on the New York Times Picture Book Bestseller list and held a spot for seven straight weeks. The Christmas Pig in paperback, also by J.K. Rowling, which debuted number one on the New York Times Paperback Bestseller list. And the final title in Aaron Blabey's Bad Guys series, The Bad Guys in One Last Thing. New titles in our long-time bestselling global franchises, including the Harry Potter Interactive Edition, a Special Edition of Harry Potter and the Sorcerer's Stone and The Hunger Games: Illustrated Edition, which was a USA Today bestseller, they also performed strongly. Earlier this month, as we began our third quarter, Scholastic published the 13th book in Dav Pilkey's global bestselling series, Dog Man: Big Jim Begins, which instantly became the number one bestselling book overall in the U.S. and Canada, beating out every other adult and children's title on sale and the number one bestselling children's book in the U.K. and Australia. The global excitement behind Big Jim Begins is a testament to the prodigious creativity of Dav Pilkey, the unmatched editorial, marketing, sales, distribution, and supply-chain expertise of Scholastic employees around the globe and the enduring power of a great story to engage and capture the imagination of kids of all ages. We're optimistic that the title's incredible popularity will also contribute to backlist sales as new readers discover earlier Dog Man titles and Dav's other series, Cat Kid Comic Club and Captain Underpants. The release of the Dog Man movie in January 2025, supported by extensive media and a worldwide author tour, should also support excitement and the virtuous circle from page to screen and back to page. Looking ahead, we're excited about our spring publishing schedule, which includes the highly anticipated fifth book in Suzanne Collins' worldwide bestselling Hunger Games series, Sunrise on the Reaping. Next March, the title will be released simultaneously in the U.S., Canada, U.K., Australia, and New Zealand. Turning to the Entertainment segment, revenue and adjusted EBITDA rose from the strategic acquisition of 9 Story Media Group in June, as we continued to make progress on our integration and a promising joint development and production slate of major projects. As we've discussed previously, after the glut of spending on content production from approximately 2020 to 2022, the major streaming platforms and studios pulled back on production budgets and delayed green lights for series, feature films, and longer form content in general. This has temporarily slowed, but not stopped, demand for production service work as well as green lights for multiple promising projects on our shared development slate. Nevertheless, last quarter, we were able to go to market with a new Magic School Bus series for preschool, Mighty Explorers, and updated Clifford animated series, as well as others. These shows were met with great excitement among broadcasters and streamers. We also look forward to the second season of the animated kids series Eva the Outlet, based on the best-selling Scholastic book series Owl Diaries by Rebecca Elliott, premiering on Apple TV+ next month. The show was produced by Scholastic Entertainment with production services and animation by 9 Story. There’s also great enthusiasm externally in the industry around the second season of our Goosebumps live action series airing on Disney+ on January 10th, 2025. Based on R.L. Stine's worldwide best-selling Scholastic book series and co-produced by Scholastic Entertainment, this core Scholastic brand has significant upside for us. We continue to publish new titles in the franchise, including the first Goosebumps graphics title, The Haunted Mask, which debuted earlier this fall. We're especially proud that earlier this month, Scholastic Entertainment and 9 Story received a total of 16 Children's and Family Emmy nominations, including nine nominations for Goosebumps. These nominations bring well-deserved recognition to the high-quality and engaging content that our talented creators and teams create for children everywhere. YouTube continues to grow as the leading platform to reach kids with short-form content. To meet this demand, we're accelerating our digital-first production and development growth opportunities with multiple new projects based on Scholastic IP. We also continue to expand our reach and monetization on YouTube and other advertising supported platforms, leveraging 9 Story's distribution capabilities. Last quarter, we added to our content available on digital platforms, including classic Scholastic franchises such as Goosebumps, which is driving increased viewership and revenues. In summary, we remain very optimistic about Scholastic's long-term opportunity to build and grow beloved children's franchises on page and on screen, supported by our integrated Scholastic Entertainment team, which is nimbly navigating a dynamic entertainment sector. Turning to Education Solutions, second quarter sales declined year-over-year. This was in line with the expectations we outlined on our last two earnings calls and reflected lower curriculum and book collection sales. Lower spending on supplemental curriculum products continues to be a headwind for this business. In anticipation of a recovery in supplemental curriculum spending in fiscal 2026, we continue to move forward with the development of updated and new literacy programs that leverage Scholastic's content and align with the shift to the science of reading. We're very excited about Explore ELA, a new digital supplemental research-based program for grades 6 through 8 that gives middle-school educators instant access to the highest-quality standards aligned content and instructional materials. With exciting units and more than 1,000 engaging text and multimedia resources, which leverage content from our classroom magazines, Explore ELA develops the knowledge and literacy students need to read grade-level and increasingly complex texts. Also in final stages of development, the new Scholastic Knowledge Library is a small group solution that integrates knowledge acquisition with instruction in essential literacy skills to build strong readers in grades K through 5. The evidence-based program boosts vocabulary and knowledge to enable students to read complex text across disciplines with differentiated instruction for teachers to ensure all students can access grade-level texts. Both programs will be in the market for the 2025-26 school year and are expected to contribute to next fiscal year results. We continue to be optimistic about our state and community literacy partner business in the second half of fiscal 2025, driven by expanded participation in state-sponsored programs as our partners continue investing to improve kids access to books outside of school. Overall, we remain positive about the opportunity for Scholastic's uniquely differentiated education business as we move forward with our investments in new products and partnerships, as I just discussed. In the International segment, revenues were in line with the prior year. We continue to make progress optimizing the business to drive growth. Last quarter, we took steps to reorganize and realign our international education portfolio to improve coordination and decision-making across our various growth markets. We've now consolidated our product and marketing teams, so we can better leverage our on-the-ground market knowledge and go-to-market capabilities. We continue to expect modest growth in major markets relative to fiscal 2024. As I laid out at the start of this year, Scholastic is focused on execution and achieving modest growth in fiscal 2025, as we navigate near-term headwinds in some of our markets. At the same time, we're continuing our investments to grow in our core and adjoining markets where favorable trends in Scholastic's brand, IP, and channels present compelling opportunities. The appointment last quarter of Jeff Mathews as our first Chief Growth Officer is helping to accelerate these cross-company growth initiatives, as we prioritize three key areas. First, developing direct-to-consumer offerings and channels that leverage our brand and IP. Second, expanding our partnerships with public and private funders to increase kids' and families' access to books. And third, creating stories and characters that leverage Scholastic's unique editorial, book distribution, and entertainment capabilities to engage more kids and create more valuable global franchises. We're already seeing more momentum in these areas and I look forward to providing continued updates. And now, I'll turn the call over to Haji to review our fiscal 2025 second quarter results and outlook for the remainder of the year.

Thank you, Peter, and good afternoon, everyone. Today, I will refer to our adjusted results for the second quarter, excluding one-time items, unless otherwise indicated. Please refer to our press release tables and SEC filings for a complete discussion of one-time items. As Peter discussed earlier, second quarter revenues decreased year-over-year, primarily due to timing-related factors in our Children's Book Publishing segment. Operating profits in the quarter decreased, driven by these modest sale declines. Turning to our consolidated financial results. In the second quarter, revenues decreased 3% to $544.6 million, operating income was $78.9 million compared to $101.3 million in the prior year period. Adjusted EBITDA was $108.7 million, relative to $124 million a year ago. Net income was $52 million from $76.9 million in the prior year period. On a per diluted share basis, earnings were $1.82 compared to $2.45 last year. Now turning to our segment results. In Children's Book Publishing and Distribution, revenues for the second quarter decreased 6% to $367 million, reflecting timing factors in our trade, publishing, and book fairs channels. Segment operating income was $102.1 million, a decrease of $9.5 million from a prior year period. Within our School Reading Events division, Book Fairs revenues were $231 million in the quarter, a decrease of 5%, reflecting slightly lower fair count and revenue per fair. Given the late Thanksgiving holiday in the U.S. and the impact of hurricanes on schools in the South, a larger number of fair bookings occurred in December this year in our fiscal third quarter compared to a year ago. As a result, fair count was lower in the second quarter versus a year ago. As we increased fair count for the season, adding smaller fairs to the fall schedule, revenue per fair also decreased slightly. Still, RPF remained close to record levels and significantly higher than pre-pandemic levels. As Peter mentioned, we expect fair count to contribute to modest growth in our book fairs business this school year. Book Clubs revenue were $33.2 million in the quarter, an increase of 2%, reflecting higher revenue per sponsor and student per sponsor. After strategically transitioning Book Clubs to a smaller, more profitable core business in fiscal 2024, we've successfully implemented new strategies to re-engage sponsors and customers and we're continuing to adapt various offerings to improve teacher engagement. In our Trade Publishing division, revenues were $102.8 million in the second quarter compared to prior year period revenues of $117.9 million bestseller lists. We're excited about our major releases in the second half of this fiscal year, including Dog Man: Big Jim Begins, which published at the start of our third quarter and has already seen huge success worldwide as well as a highly anticipated fifth book in the bestselling Hunger Games series, Sunrise on the Reaping, publishing at the start of our fourth quarter. Turning to our Entertainment segment. As a reminder, this segment consolidates results from the Company's existing Scholastic Entertainment division reported in the Children's book segment prior to fiscal 2025 with results from 9 Story Media Group in which we acquired 100% economic interest this past June. Entertainment segment revenues were $16.8 million, reflecting the contribution of 9 Story. Segment operating loss was $3.9 million, which includes increased amortization expense on intangible assets. On a pro forma basis, 9 Story revenues were in line relative to the prior year period as anticipated, primarily driven by delayed production green lights as Peter detailed. While these industry-wide headwinds will impact production work in the short term, we continue to execute on the company-wide synergies, which should benefit this segment in fiscal 2026 and beyond. Turning to Education Solutions. Segment revenues were down 12% to $71.2 million in the second quarter, primarily reflecting lower spending on supplemental curriculum products coupled with lower revenues from state-sponsored programs. As school districts focus on adopting and implementing new core programs, near-term pressures on supplemental literacy curricular continue to impact sales of supplemental instructional materials and key product lines including classroom libraries and collections in the second quarter. As Peter noted, our teams are developing new supplemental products for schools, which we expect to contribute to fiscal 2026 results. Segment operating loss was $0.5 million in the second quarter compared to operating income of $5.8 million in the prior year period on lower sales. Looking at the remainder of the year, we expect to continue to face headwinds in this segment. As anticipated in fiscal 2025, as we move forward with our investments in this business. We remain optimistic about the state and community literacy partner business in the second half of fiscal 2025. International segment revenues were $86.7 million in the second quarter, in line with the prior year period revenues. Excluding the $1.9 million year-over-year impact of favorable foreign currency exchange, international revenues were down $1.7 million, reflecting lower revenues in Australia, driven by softness in the retail market. In the second half of the year, we expect modest growth in operational efficiencies to drive improvements in operating margins and contribution in the International segment relative to the same period in fiscal 2024. Segment operating income decreased slightly to $7.1 million compared to $8 million in the prior year period. Unallocated overhead costs of $25.9 million in the second quarter increased from $23.3 million in the prior period, primarily driven by higher employee benefit costs. Now turning to cash flow and the balance sheet. Net cash provided by operating activities was $71.2 million compared to $109.7 million in the prior year. This decrease was primarily driven by higher inventory purchases, partly related to major releases later this fiscal year, higher interest payments related to the Company's borrowings, and lower customer remittance on decreased sales. Free cash flow in the second quarter was $42.4 million compared to $88.6 million in the prior year period, primarily reflecting lower operating cash-flow. As a reminder, we now include production spending and borrowing related to production loans, both within the new Entertainment segment as part of our definition of free cash flow. Last quarter, consistent with our capital allocation priorities, we successfully upsized our unsecured revolving credit facility from $300 million to $400 million and reset the maturity until November 2029. At quarter end, the Company had borrowings of $250 million under the facility. At the end of the quarter, net debt was $120.8 million compared to a net cash position of $107.7 million at the end of fiscal 2024, primarily driven by the 9 Story Media Group acquisition, seasonal free cash use, and cash return to shareholders. We continue to return excess cash to our shareholders in the second quarter through our regular dividend and open market share repurchases. We repurchased 185,000 shares last quarter for $5 million. Together with our regular dividend, we returned over $10 million in the second quarter. We'll continue to pursue opportunities to optimize our strong balance sheet and deploy capital by first, investing in growth opportunities. Second, maintaining a strong and efficient balance sheet. And third, returning excess cash to shareholders to enhance their returns. As we look ahead to the rest of the year, we've reaffirmed our fiscal year 2025 guidance. We continue to expect revenue growth of 4% to 6% and adjusted EBITDA of $140 million to $150 million. Looking at the outlook for the remainder of the year, in our seasonally smaller third quarter, we expect revenue and adjusted EBITDA growth compared to the prior year, largely driven by positive timing-related factors in our trade and school reading events divisions that I discussed earlier. We also anticipate solid performance in our fourth quarter, driven by our trade division with the release of the fifth Hunger Games book and modest growth in school reading events versus a relatively soft comparison in the prior year. The outlook for full-year free cash flow remains between $20 million and $30 million, reflecting our planned CapEx in this year's larger than usual working capital investments. In a dynamic market, we believe Scholastic is well-positioned to navigate and mitigate the potential impact of policy and other changes as Peter discussed. While we don't anticipate any of these market dynamics to impact our outlook for the remainder of fiscal 2025, we'll continue to closely monitor potential changes. We are also taking proactive steps to target additional cost actions that will benefit the current fiscal year and our cost structure going into next year. As part of our ongoing efforts to align spending with our long-term priorities, we have cut back in discretionary non-revenue generating expenses and consulting in non-priority functions and businesses. We have frozen hiring in these areas too and executed a series of strategic departmental reorganizations globally. We remain confident in Scholastic's long-term growth opportunity and look forward to the second half of fiscal 2025. Thank you for your time today. And I will now hand the call back to Peter for his final remarks.

Thank you, Haji. After solidly executing in the second quarter, I'm positive about Scholastic's prospects. For the remainder of the year, we're focused on delivering modest growth. For next year and beyond, I'm excited about the investments we're currently making to leverage Scholastic's unique assets and strengths and profitably grow in and beyond our core markets, as I've discussed this afternoon. I again want to acknowledge the dedication and innovation of our employees, the talent of the creators, teachers, and parents we work with, and the support of our shareholders, which together enables Scholastic to bring stories, reading, and learning to kids around the globe. Thank you very much. Let me now turn the call over to Jeff.

Thank you, Peter. With that, we will open the call for questions. Operator?

Thank you, Jeff. The next question comes from Brendan McCarthy with Sidoti. Please proceed.

Great. Good afternoon, everybody. Thanks for taking my questions. I just wanted to start out at the segment margin level, specifically the Entertainment segment. Wonder if you could walk us through some of the dynamics and factors that drive margins in that new Entertainment segment and what kind of drove segment operating loss for this recent quarter?

Hey, Brendan, this is Haji. How you doing?

Good, Haji. How are you?

All right. So just taking the Entertainment segment and mainly around the intangible expenses that we have in the business, that actually impacted the quarter by at least $2.3 million, which is part of the acquisition deal. And then also we have production expenses as well. So those are the major drivers for the margin change.

Got it. That makes sense. Thanks, Haji. And then a follow-up with the sorry, go ahead.

Yes, I was also going to say with all of that being backed out, when you look at the EBITDA.

Got it. Just as a follow-up for the Entertainment segment, the Dog Man movie that's due to come out in January 2025, what kind of role did 9 Story play in that production or distribution there? And maybe you could just kind of walk us through how that worked its way through the Entertainment business?

Yes, so from that perspective, we didn't have anything to do with the actual Dog Man movie where that's actually done through DreamWorks. But what we see the benefit from is actually in the book sales. So we're hoping that the movie gets the excitement that we need and then we continue to see pull-through on the backlist as well as the front list.

I understand. That makes sense. I have a broader question regarding the education solutions segment of the business in light of the incoming Trump administration. I'm curious about your base case for any potential funding changes. Trump has mentioned the possibility of eliminating the Department of Education, so I wonder what changes we might anticipate and how that could ultimately affect the business and spending.

Well, Peter here. In the short term, we don't expect any significant impact in our current financial year. Moving forward, we are likely to observe a further decentralization in funding and decision-making from the federal level to state and local levels, which is already underway. Most of the funding and decision-making related to educational materials occurs at the state and local level, not federally. Although there is some involvement of federal funding, it only accounts for about 13% to 14% of education funding. We primarily operate at the district level.

Great. Thanks, Peter. That's helpful. And then on the state literacy partnerships, I think you mentioned in the remarks, you're pretty optimistic about the outlook there for the rest of the fiscal year. Maybe you could talk about what's driving that optimism?

We've seen an increase in student participation in our New World Reading Initiative project in Florida, which we collaborate on with the Lastinger Center at the University of Florida. The numbers are looking positive, and we're pleased with the success we've discussed previously. Alongside other ongoing projects, the main reason for our optimism moving forward is indeed the Florida project.

Got it. And one more question from me just on the capital allocation priorities. Haji, I think you mentioned strengthening the balance sheet is kind of second in line there. How can we kind of think about leverage where it stands now relative to your goals for leverage or where you would ultimately want leverage to fall long term?

Well, right now, we're very much comfortable with our leverage that we have today. We're considering to increase modestly to support new growth initiatives that we have been contemplating within the organization and continue to contemplate, because we do see a lot of adjacencies within the markets that we play in. And with our strong brand, we want to continue to leverage that. And then, of course, returning excess cash to shareholders, this is always a priority for us as well.

Great. Thanks, everybody. That's all from me.

Thank you. And this concludes our Q&A session for today. I will pass the call back to management for closing comments.

Well, thank you, everyone, for joining today's call and for your continued support. I'd just like to again thank all of Scholastic's employees for their great work this fall, executing on a solid back-to-school season and preparing for a big second half. We look forward to executing on our plan for fiscal 2025 and continuing to make progress towards realizing Scholastic's long-term opportunities. And, of course, I wish everyone a happy holiday season.

And thank you so much. And this concludes today's conference call. Thank you all for participating and you may now disconnect.