SEC Comment Letter for SCHOLASTIC (SCHL) — Jan 29, 2021
SCHOLASTIC CORP
Date: Jan. 29, 2021 · CIK: 0000866729 · Accession: 0000000000-21-001154
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United States securities and exchange commission logo January 29, 2021 Kenneth Cleary Chief Financial Officer SCHOLASTIC CORP 557 Broadway New York, NY 10012 Re:SCHOLASTIC CORP Form 10-K for Fiscal Year Ended May 31, 2020 Filed July 27, 2020 Form 8-K filed on December 17, 2020 File No. 0-19860 Dear Mr. Cleary: We have reviewed your filings and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to these comments within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comments apply to your facts and circumstances, please tell us why in your response. After reviewing your response to these comments, we may have additional comments. Form 10-K for Fiscal Year Ended May 31, 2020 Financial Statements Note 10 - Goodwill and Other Intangibles, page 59 1.We note your disclosure states that a reporting unit with $66.7 million of goodwill has a fair value that "reasonably exceeds" its carrying value. Please modify your disclosure to state, if true, that the fair values of your reporting units substantially exceed their carrying values. To the extent any reporting unit's fair value does not substantially exceed its carrying value, please disclose the amount of goodwill allocated to that reporting unit, the amount or percentage by which fair value exceeds carrying value, and the related reportable segment. Please also disclose and discuss the key assumptions you used to estimate fair value, the degree of uncertainty associated with the key assumptions, and potential events and/or changes in circumstances that could reasonably be expected to negatively affect the key assumptions.
FirstName LastNameKenneth Cleary Comapany NameSCHOLASTIC CORP January 29, 2021 Page 2 FirstName LastName Kenneth Cleary SCHOLASTIC CORP January 29, 2021 Page 2 Form 8-K filed on December 17, 2020 Exhibit 99.1, page 1 2.We note the tabular reconciliations in your earnings release where you reconcile non- GAAP financial measures to the most directly comparable GAAP measures appear to essentially represent full non-GAAP statements of operations. Please explain why you believe your disclosures comply with Question 102.10 of the Compliance and Disclosure Interpretations on Non-GAAP Financial Measures or revise your disclosures in future filings.
We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. You may contact Kevin Stertzel at (202) 551-3723 or or Anne McConnel at (202) 551- 3709 if you have questions regarding comments on the financial statements and related matters. Sincerely, Division of Corporation Finance Office of Manufacturing
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United States securities and exchange commission logo
January 29, 2021
Kenneth Cleary
Chief Financial Officer
SCHOLASTIC CORP
557 Broadway
New York, NY 10012
Re:SCHOLASTIC CORP
Form 10-K for Fiscal Year Ended May 31, 2020
Filed July 27, 2020
Form 8-K filed on December 17, 2020
File No. 0-19860
Dear Mr. Cleary:
We have reviewed your filings and have the following comments. In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
After reviewing your response to these comments, we may have additional comments.
Form 10-K for Fiscal Year Ended May 31, 2020
Financial Statements
Note 10 - Goodwill and Other Intangibles, page 59
1.We note your disclosure states that a reporting unit with $66.7 million of goodwill has a
fair value that "reasonably exceeds" its carrying value. Please modify your disclosure to
state, if true, that the fair values of your reporting units substantially exceed their carrying
values. To the extent any reporting unit's fair value does not substantially exceed its
carrying value, please disclose the amount of goodwill allocated to that reporting unit, the
amount or percentage by which fair value exceeds carrying value, and the related
reportable segment. Please also disclose and discuss the key assumptions you used to
estimate fair value, the degree of uncertainty associated with the key assumptions, and
potential events and/or changes in circumstances that could reasonably be expected to
negatively affect the key assumptions.
FirstName LastNameKenneth Cleary
Comapany NameSCHOLASTIC CORP
January 29, 2021 Page 2
FirstName LastName
Kenneth Cleary
SCHOLASTIC CORP
January 29, 2021
Page 2
Form 8-K filed on December 17, 2020
Exhibit 99.1, page 1
2.We note the tabular reconciliations in your earnings release where you reconcile non-
GAAP financial measures to the most directly comparable GAAP measures appear to
essentially represent full non-GAAP statements of operations. Please explain why you
believe your disclosures comply with Question 102.10 of the Compliance and
Disclosure Interpretations on Non-GAAP Financial Measures or revise your disclosures in
future filings.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
You may contact Kevin Stertzel at (202) 551-3723 or or Anne McConnel at (202) 551-
3709 if you have questions regarding comments on the financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Manufacturing