Scholastic Corporation Stock

Good day, and thank you for standing by. Welcome to the Scholastic Reports First Quarter Fiscal Year 2027 Results. [Operator Instructions] Please be advised that today's conference is being recorded. [Operator Instructions]

I would now like to hand the conference over to your speaker today, Jeffrey Mathews, Executive Vice President, Chief Growth Officer and President, Scholastic Education.

Hello, and welcome, everyone, to Scholastic's Fiscal 2027 First 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've 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].

And now I'd like to turn the call over to Peter Warwick to begin this afternoon's presentation.

Thank you, Jeff, and good afternoon, everyone. Scholastic continued to advance its fiscal 2027 priorities over the summer, while positioning our businesses for an important and promising second quarter. Our first quarter is typically Scholastic's smallest revenue quarter with schools largely out of session and sales particularly light for our Children's Books and Education divisions. For reference, last year's first quarter represented only 14% of full year revenue.

Consistent with the expectations we outlined in July, we recorded an operating loss in the quarter, reflecting the seasonality of the business as well as the full period impact of the sale-leaseback transactions completed last December. During the quarter, we continued to invest in our growth priorities and advance strategic transformation across the company. We remain 100% focused on driving stronger top and bottom line performance this year and beyond. Our fiscal 2027 priorities remain unchanged, translating the strategic and operating progress we achieved last fiscal year to drive stronger performance gains. We remain confident in the trajectory we outlined in July and are affirming our full year fiscal 2027 guidance.

So with that, let me turn to our Children's Book Publishing and Distribution segment. Our Book Fairs business is now entering its important fall season and early performance indicators are strong. Bookings and fair count are ahead of the prior year, and we continue to see traction in Christian schools and other extended formats as we expand the total addressable market for fairs by reaching new school communities. These leading indicators echo the momentum we saw in fiscal 2026 and reinforce our confidence in Book Fairs as a core growth and earnings engine for our Children's Book Group.

We're bullish about sustainable and profitable growth in fairs for 3 key reasons. First, the unique competitive advantages provided by our scale, brand, content and operations. Second, the significant growth opportunities serving new kinds of schools and offering new types of fairs. And third, the strong operating leverage in this business. Our focus now is on execution through the fall while continuing to expand the reach of this highly differentiated business. In Book Clubs, we remain focused on simplifying the program and innovating our promotions and incentives to better engage teachers and families. Together with fairs, Book Clubs remains an important part of Scholastic's direct connection to schools and classrooms as well as an important channel for our publishing.

Turning to our Trade Publishing business. We're entering a very exciting second quarter and holiday selling season with a strong publishing schedule across our portfolio of global franchises, best-selling series and new titles. We have an extraordinary Harry Potter publishing program this fall, ahead of the new HBO series premiering this Christmas. As a reminder, HBO's epic adaptation of the series currently planned to roll out over 10 years will introduce our beloved books to a new generation of American readers.

Earlier this month, we launched a major Back to Hogwarts campaign with coordinated publishing, bookseller, school channel and marketing activity continuing through the fall and holiday season. This includes a Read It Before You See It campaign around the first book in the Harry Potter series, connecting our publishing with growing anticipation for the upcoming television series. In October, we will publish the full-color illustrated edition of Harry Potter and the Half-Blood Prince alongside a robust range of new titles, including a paperback Philosopher's Stone tie-in with an iconic cover from the HBO show, a continuation of Pocket Potters and additional licensed titles centered around creativity and crafting.

Looking further ahead, we also see opportunities to build on the Harry Potter franchise around major publishing milestones, including the 30th anniversary of its U.S. publication in 2028. Another reason for excitement in quarter 2 will be the November release of Dav Pilkey's Dog Man: A Sprinkle in Time as we celebrate 10 years of Dog Man, now with more than 70 million books in print worldwide. We're also looking beyond this fall with new Pilkey publishing planned in 2027 and 2028, including the recently announced interactive book, Dog Man Dynamite, continuing the momentum of one of Scholastic's most important global franchises and the publishing relationship with Dav spanning nearly 3 decades.

November also brings another major moment for The Hunger Games with the film adaptation of Sunrise on the Reaping supported by tie-in publishing and renewed activity around the franchise. And importantly, our fall publishing slate includes much more. In July, Heartstopper 6 (sic) [ Heartstopper: Volume 6 ] became the first young adult title to debut at #1 this year and was the #1 selling book across adult and children's titles during the month, according to Circana.

We've also got new titles ahead across best-selling series, including The Baby-Sitters Club, Wings of Fire and I Survived. So together, the breadth of our publishing program and the major franchise activity ahead give us confidence in Trade's positioning for the year. Our focus is on executing against that slate and increasing coordination across our publishing, marketing and diverse channels to extend the reach of our books and franchises across the Children's Book group and Scholastic.

Turning now to Scholastic Entertainment. Building on the momentum and visibility we discussed in July, the business delivered a strong first quarter. Production activity increased significantly year-over-year, driving substantial revenue growth and improved profitability. Just as importantly, our pipeline for fiscal 2027 remains strong and continues to build with additional contracted projects and opportunities, supporting our expectation for accelerating growth in the business. Meanwhile, Scholastic Entertainment's digital platforms continue to extend the reach of Scholastic IP.

Clifford remains one of the leading franchises across our digital portfolio with YouTube views increasing 52% year-over-year in the first quarter. We're building on that audience engagement ahead of the new Clifford the Big Red Dog animated series expected to premiere on PBS KIDS in 2027. Together, the growth in production activity, continued visibility into the pipeline, and expanding engagement with Scholastic's IP reinforce our confidence in Entertainment's growth and profitability opportunity in fiscal 2027.

Turning to Scholastic Education. During that business's smallest quarter, we continue to take significant actions to reposition it. The go-to-market transformation that accelerated this spring under our new Chief Revenue Officer is focused on improving sales productivity and execution. Further actions to restructure our products and operations are helping us diversify the customer base and better align the cost structure with current pressured market conditions. We believe the actions underway are creating a more streamlined and diversified education business with stronger commercial execution and a cost base better aligned with the opportunities ahead.

Finally, our International business continues to benefit from Scholastic's global franchises, local publishing and operating discipline across key markets. We began to see early benefits from renewed Hunger Games activity ahead of the film this fall, building on the franchise's strong performance across our international markets last year. The new Dog Man title publishing in November provides another important franchise moment across our international markets in the second quarter.

We also recently announced a publishing and distribution partnership with Mattel in India, bringing brands, including Barbie, Hot Wheels and Masters of the Universe to young readers across the subcontinent through Scholastic's local publishing expertise and reach. More broadly, as we move through the important fall selling season, our focus remains on execution. With the first quarter behind us, we remain confident in our plan and full year outlook.

So with that, I'll turn the call over to Haji to discuss our first quarter financial results and outlook in more detail.

Thank you, Peter, and good afternoon, everyone. Please refer to the tables in today's earnings release and our SEC filings for a complete discussion of onetime items and reconciliations of all non-GAAP measures discussed today, including adjusted operating income or loss, segment adjusted operating income or loss, unallocated adjusted overhead costs, adjusted EBITDA, adjusted net income or loss, adjusted net income or loss per share, free cash flow and results presented on a comparable basis to the most directly comparable GAAP measures. I'll identify our adjusted results and other non-GAAP measures as I discuss them. As Peter noted, the first quarter is typically Scholastic's smallest revenue quarter, reflecting the summer period when schools are largely out of session and activity in our school-based businesses is limited.

Let me begin with our consolidated financial results. In the first quarter, revenues decreased 4% to $216.8 million compared to $225.6 million in the prior year period, primarily reflecting lower revenues in Education and Children's Book Publishing and Distribution as well as the elimination of rental income following the sale-leaseback transactions, partly offset by higher entertainment revenues. Operating loss was $92.2 million, in line with the prior year period. Adjusted operating loss, excluding onetime items in both periods, was $88.7 million compared to $81.9 million in the prior year period, primarily reflecting higher overhead costs, partly offset by improvement in Entertainment and International.

To facilitate consistent year-over-year comparisons and provide a clearer view of operating performance given the impact of the sale-leaseback transactions, I'll discuss certain results on a comparable basis after reflecting the full period impact of the sale-leaseback transactions in the prior year period. Please refer to today's release or the table in the appendix to this call's presentation, where you will find a reconciliation of adjusted operating income and adjusted EBITDA by segment on this comparable basis. On a comparable basis, as I just described, the year-over-year increase in adjusted operating loss was $2 million. Adjusted EBITDA was a loss of $63.6 million compared to a loss of $55.7 million in the prior year period.

On the same comparable basis, adjusted EBITDA improved $0.6 million. The underlying year-over-year performance primarily reflected improvement in Entertainment and International, partly offset by timing of overhead costs. Net loss was $71.2 million or $3.77 per diluted share compared to $71.1 million or $2.83 per diluted share in the prior year period. Adjusted net loss was $68.6 million or $3.63 per diluted share compared to adjusted net loss of $63.3 million or $2.52 per diluted share last year. The increase in adjusted loss per share reflected the higher adjusted net loss and fewer shares outstanding following our significant share repurchase activity in fiscal 2026.

Turning to our segment results. In Children's Book Publishing and Distribution, revenue for the first quarter decreased $3.6 million to $105.8 million compared to $109.4 million last year. As a reminder, activity in our proprietary school-based channels is minimal during the first quarter, while U.S. schools are out of session. Book Fair revenues were $33.2 million compared to $34.1 million in the prior year period, primarily reflecting timing-related impacts. We continue to expect higher fair count and modest revenue per fair growth to contribute to revenue growth in our Book Fairs business this fiscal year, with the operating leverage in this business expected to support improved profitability.

Book Clubs revenue were $2.1 million in the quarter compared to $1.8 million a year ago. Consolidated trade revenues decreased $3 million to $70.5 million in the first quarter compared to $73.5 million in the prior year, primarily reflecting higher international co-edition sales in the prior year period that did not reoccur. Within consolidated trade, U.S. trade revenues increased 4% year-over-year, supported by strong performance across our publishing, including Dav Pilkey's titles. Looking ahead, we continue to expect stronger trade revenues in the second quarter and for the full year, supported by the robust publishing pipeline and major franchise activities, which Peter discussed. Segment adjusted operating loss increased to $37.8 million from $34.3 million in the prior year period. On a comparable basis, adjusted operating loss increased $0.6 million.

Turning to our Entertainment segment. Revenues increased $6.5 million to $20.1 million compared to $13.6 million in the prior year, driven by higher production revenues. Segment adjusted operating loss improved $2.4 million to $1.6 million compared to $4 million a year ago, primarily reflecting higher revenues. Production activity and pipeline visibility remains strong. We continue to expect growth and improved profitability for the full year, supported by increased production activity and growing slate of greenlit projects.

Turning to our Education segment. Revenues were $30.4 million in the first quarter compared to $40.1 million a year ago, a decrease of $9.7 million during the segment's seasonally smallest quarter. School and district spending on curriculum and supplemental materials remained under pressure this summer as districts managed higher staffing and fixed costs, expanding unfunded mandates and the conclusion of ESSER funding in March. Segment adjusted operating loss increased to $23.3 million compared to a loss of $21.2 million in the prior year period.

On a comparable basis, adjusted operating loss increased $1.3 million. The decline primarily reflected lower revenues, largely offset by the benefits from the segment's improved cost structure. Looking ahead, we continue to target an improved performance for the full year. We expect revenue trends to improve as the year progresses based on the timing of key opportunities and recognition of subscriptions, particularly in the second half, with improved profitability.

Turning to our International segment. Revenues were $60.5 million in the first quarter compared to $59.4 million a year ago. Excluding the $1.2 million favorable year-over-year impact of foreign currency exchange, revenues were approximately in line with prior year period. Segment adjusted operating loss improved to $2.7 million compared to $4.1 million in the prior year period, primarily reflecting continued cost management and operational efficiencies. Looking ahead, we continue to expect full year revenue growth supported by our publishing and franchise activity across key markets, while operating income is expected to be modestly lower, partly reflecting inflation and higher fuel and freight costs in some markets. We remain focused on operating discipline and continued efficiency improvements across the business.

Finally, unallocated adjusted overhead costs increased $5 million to $23.3 million in the quarter compared to $18.3 million in the prior year period. On a comparable basis, adjusted overhead costs increased $3.9 million, primarily reflecting higher costs related to corporate strategic initiatives as well as the timing of employee-related expenses. As discussed in July, overhead will continue to reflect full year impact of the sale-leaseback transactions, including the loss of rental income and a portion of additional lease expense. We continue to manage corporate costs with discipline while making targeted investments to support our fiscal 2027 growth priorities.

Now turning to cash flow and the balance sheet. In the first quarter, net cash used by operating activities was $94.6 million compared to $81.8 million in the prior year period, primarily reflecting working capital requirements, lower cash remittance as well as higher rent expense and loss of rental income related to the sale-leaseback transactions, partly offset by lower inventory and royalty advance payments. Free cash use was $110.8 million compared to a free cash use of $100.2 million last year, reflecting higher cash used in operating activities and higher capital expenditures, partly offset by net borrowings of film-related obligations.

At quarter end, net debt was $86.8 million compared to net debt of $242.8 million in the prior year period, primarily reflecting net proceeds from the sale-leaseback transactions completed last December, partly offset by capital return to shareholders. During the first quarter, we returned approximately $29.6 million to shareholders, including $25.8 million through share repurchases and $3.8 million in dividends. As of August 31, approximately $157 million remained authorized for future repurchases under our share repurchase program. We expect to continue purchasing shares from time to time as conditions allow.

Now turning to our outlook for the full year. We are affirming our fiscal 2027 outlook for revenue growth of approximately 2% to 4% and adjusted EBITDA of approximately $135 million to $145 million. The adjusted EBITDA range represents growth compared to fiscal 2026 on a comparable basis, reflecting the full year impact of the sale-leaseback transactions in both periods. As we outlined in July, we expect year-over-year revenue growth to begin in the second quarter and continue through the balance of the year with the important back-to-school and fall season now underway. We also continue to expect full year free cash flow of approximately $35 million to $40 million.

Overall, our first quarter results and current outlook remain consistent with our full year plan we outlined in July. We remain focused on executing against our growth priorities while maintaining cost discipline and financial flexibility.

Thank you for your time today. And now I'll turn the call back to Peter for his final remarks.

Thank you, Haji. As we continue to execute during the important back-to-school and fall period, our priorities are clear. We remain focused on the plan we laid out in July and on translating that work into stronger performance through the balance of fiscal 2027. We're particularly excited about the next 3 months. It's not every quarter that there's a Hunger Games movie. It's not every year that Harry Potter begins a 10-year reimagining for a new generation. And on top of that, we have another Dog Man title in November, excellent early performance metrics for our Book Fairs and a strongly growing Entertainment business. I'd like to thank our employees, authors and illustrators, educators, customers and shareholders for their continued support.

Now let me turn the call back to Jeff.

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

[Operator Instructions] And our first question comes from the line of Brendan McCarthy with Sidoti & Company.

Haji, I wanted to circle back to your statement on the fiscal 2027 guidance. I think you mentioned you're expecting operating income to be modestly lower this year, and that's due to higher fuel costs weighing on certain markets. Is that a new development? And has that been, I guess, factored into the reaffirmed 2027 adjusted EBITDA guidance?

Yes, Brendan. This is Haji. Can you hear me?

Yes, Haji, can you -- hear you well.

Yes. So just to be clear on that point, I was actually referring specifically to the international markets where we're seeing the fuel cost because of the war causing us to have a little bit more cost. But some of the stuff we've already anticipated within our forecast, our full year forecast. So we're in line with everything right now, and that's the reason why we're reaffirming our guidance.

Understood. Turning to the Entertainment segment. It looks like it was a really strong quarter, profitable on an adjusted EBITDA basis. And it sounds like you're seeing contracted revenue really support the outlook for the year. Can you touch on the adjusted EBITDA margin? It looks like it expanded to 28% from mid-single digits last fiscal quarter. I know that scheduled entertainment revenue can really vary based off the production schedule, but just wondering if you could give more detail on the margin profile there.

Yes. It's all based on the operating leverage and the mix of the business in which we do. We have fixed depreciation from the acquisition itself within our EBITDA calculation. So those are the things that really drive that. And as you remember, the reason why we got into this business was because of a lot of operating leverage in it. So we're excited to see the change and looking forward to the future.

Great. Great. And on the Book Fairs business, it sounds like early indicators have been strong. Has that growth rate exceeded your expectations? And how are some of the newer models been selling?

It's Peter here. No, we -- I mean, the metrics that we have in anticipation of the fall season for Book Fairs are really strong. I mean, we are feeling very confident about it. The number of book fairs that we have has been at or above what we were expecting and is at and is certainly above last year. The number of book fairs that we have, which are in larger schools, which are really what we want, is also greater. And we're expecting our revenue per fair to be good. I mean, at the moment, we can't really give an accurate validation of that in the sense that you really need to see some more of our -- we need to see some more of our book fairs before we can be totally confident about that.

But what we do know is that we're getting very strong response with our new models. I mean, what we're basically doing is expanding the market for book fairs in a way that nobody has ever done that before. We're in a very unique position. It's an incredible business model, as you know, with a lot of leverage within it. And we're feeling very, very bullish about it. We've had good engagement with hosts. Our Scholastic Dollars are in very good shape. So we're feeling very confident about that, Brendan, very confident.

And has that really driven an increase in the number of schools engaging in fairs? Or has it really been more returning schools engaging in a second fair for the school year, or maybe a mix of both?

It's basically both. I mean, the number of schools returning is good, and we've also got new schools and new places for the new formats as well. So we're feeling good about that. I mean, the overall fair count is very, very promising. So there's very good feelings all around about that.

Thank you. And this concludes our Q&A. I will pass the call back to Peter Warwick for any closing remarks.

Well, thank you all for joining today's call. I mean, we really appreciate your support, and we look forward to updating you on our progress through this very exciting and important fall season that we have in front of us when we report our second quarter results in December. So with that, thank you all very much, and goodbye.

Ladies and gentlemen, this concludes today's conference call. Thank you for participating, and you may now disconnect.

Good day, and thank you for standing by. Welcome to the Scholastic Reports Fourth Quarter Fiscal Year 2026 Results. [Operator Instructions] Please be advised that today's conference is being recorded.

I would now like to hand the conference over to your speaker today, Jeffrey Mathews, Executive Vice President, Chief Growth Officer and President, Scholastic Education. Please go ahead, sir.

Hello, and welcome, everyone, to Scholastic's Fiscal 2026 Fourth 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. As usual, we posted the companion investor presentation on our IR website at investor.scholastic.com, which you may download now if you've 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 reconciliation 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.

The 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.

Thank you, Jeff, and good afternoon, everyone. Thank you for joining us. Fiscal 2026 was an important year for Scholastic. It demonstrated the earnings power of the more focused company we've been building and the progress we've made evolving a trusted century-old company to scale its impact and create long-term value for our shareholders and all stakeholders. This progress reflects a multiyear transformation of Scholastic's governance, organization, strategy and balance sheet. Last year, we refreshed our Board, strengthened our management team, reorganized to unlock efficiencies and create more integrated growth platforms, sharpened accountability across the company and took major steps to make our balance sheet more efficient and enhance our shareholder returns.

First, let me begin with a review of our key GAAP and non-GAAP financial metrics for the full year. Fiscal 2026 revenue decreased 3% and operating income was $15.2 million, approximately in line with the prior year period. Adjusted operating income was $47.1 million, up 32% from $35.8 million a year ago. Adjusted EBITDA was $151.5 million, up 4%, in line with our guidance. On a comparable basis, reflecting the full year impact of the sale-leaseback transactions, which we closed last December in both periods, adjusted EBITDA grew 15% year-over-year. In the fourth quarter, adjusted EBITDA also increased year-over-year on that same basis.

Higher results were achieved despite lower revenue, which reflected comparisons against the strong prior year quarter in trade and continuing funding volatility in education. This achievement demonstrates the operating leverage in Scholastic's model.

Last quarter, Book Fairs continued to perform well. Entertainment returned to growth, and education showed improving trends even as headwinds continued. As we simplify the business and sharpened execution, disciplined cost management across the company supported stronger underlying profitability. Together, these performance trends reinforce our confidence in our long-term strategy.

Fiscal 2026 was also a major year for capital deployment and balance sheet optimization. The sale-leaseback transactions unlocked over $400 million in net proceeds from our real estate assets and we use that to increase liquidity to accelerate shareholder returns through open market repurchases, a modified Dutch auction tender offer and dividends.

During the year, we returned over $285 million to shareholders, substantially accelerated by the sale-leaseback transactions and subsequent repurchase activity while establishing a long-term leverage framework that supports disciplined investment and continued capital returns. Yesterday, we announced a 25% increase in our regular dividend.

The strategy through this transformation is simple, grounded in Scholastic's mission and trusted brand. Scholastic brings children to reading. We do that through the books and stories we publish, the school channels that give millions of kids access to books, creating moments of discovery and engagement, the media and digital platforms that extend engagement with our IP and the science-based literature solutions that support reading achievement in classrooms, homes and communities.

The market is aligning with this direction. Families, educators and policymakers are increasingly focused on children's reading achievement, trusted content, sustained attention, print-rich experiences and healthier screen balance. Schools are looking for coherent literacy solutions that are practical to implement and grounded in evidence. Parents are looking for content and tools they can trust. At the same time, children are discovering stories and information across more formats, while technology and AI are ballooning the volume of children's content available, much of it low quality from unvetted or unknown sources and changing how it's discovered, accessed and used.

In this moment, Scholastic's distinctive strength, our authentic stories, human creativity, editorial and curatorial expertise, respect for children, trusted brand and direct reach to families and schools become more valuable. What further differentiates Scholastic is our ability to connect these capabilities across the company.

Technology and AI present an opportunity to move faster, reduce complexity and support educators and parents while preserving what makes Scholastic distinctive. Across our businesses, we're using these tools thoughtfully to improve processes and productivity including in areas such as animation workflows and go-to-market functions, while preserving the human creativity, editorial expertise and deep care that define our stories, characters and learning experiences. We believe children need real stories created and curated by humans that help them build imagination, knowledge, confidence and a lasting relationship with reading.

Fiscal 2026 showed our progress in bringing these capabilities together more effectively. Fiscal 2027 is about translating that progress into stronger performance as I'll discuss now. Haji will then review our financial results and fiscal 2027 outlook in greater detail.

Let me begin with our Children's Book Group, or CBG, which brings together our leading children's publishing business and proprietary school-based channels and is a central pillar of Scholastic's growth, operating leverage and impact. The Children's Book Group's strategic logic is straightforward. Great stories create demand, and our school-based channels create access, discovery and engagement, which in turn, informs our publishing. By managing, publishing, merchandising, marketing, distribution and franchise planning as a more integrated platform, we can create greater impact for readers and more consistent value across the business.

In fiscal 2026, Book Fairs remained a core earnings engine and one of Scholastic's clearest operating advantages with growth supported by higher fair count, improved revenue per fair, stronger marketing execution and product mix and continued innovation in the fair experience. Book Fairs are in-person school-based celebrations of reading for kids, educators and families. Physical, social, trusted and centered on choice. They create excitement around books in schools, give children a direct role in choosing what they read and connect families to the reading experience.

They also help schools earn funds and rewards that support classroom libraries, school resources and broader access to books. In fiscal 2026 alone, Book Fairs helped raise approximately $250 million in cash and in-kind reading resources for schools.

Scholastic has the scale, infrastructure, product depth and trust relationships to serve schools of different sizes and needs, including those where access to books is most limited. That reach is both mission-aligned and a competitive advantage expanding access to books across a wide range of school communities efficiently and profitably. Looking ahead, we continue to see opportunities to grow Book Fairs and expand the addressable market by increasing fair count, improving merchandising and marketing, increasing adoption of digital tools, such as eWallet and continuing to enhance the overall fair experience.

We're building on momentum from recent pilots to reach new kinds of school communities and test adjacent formats. That includes expanding our presence in [ Christian ] schools further developing discovery fairs, which create additional opportunities for schools to host fairs while bringing science, curiosity and hands-on learning into the fair environment and continuing to pilot sponsored corporate and early childhood formats outside of schools, where Scholastic brand curation and infrastructure give us the right to win.

Given Book Fairs significant purchasing scale, including exclusive access to Scholastic titles, an established national selling and delivery infrastructure and the best-known and most trusted name in the Book Fair category. We believe these opportunities can expand the addressable market for fairs, support higher revenue per fair in the short and long term and translate into meaningful operating leverage.

Alongside Fairs, Book Clubs remain another important direct connection to teachers, kids and classrooms. In fiscal 2027, we'll continue to improve the experience for teachers, families and students so that together with Book Fairs, Scholastic's proprietary reach into schools and classrooms becomes even more valuable when connected to our publishing engine.

The other key part of our Children's Book Group, Scholastic Trade publishing, create stories, authors and franchises that engage children around the world and remain relevant across generations. Fiscal 2026 reflected the natural variability associated with the timing of major releases relative to an exceptionally strong prior year fourth quarter comparison with the publication of Sunrise on the Reaping, the latest book in The Hunger Games series. However, the continued strength of our publishing program anchored by major franchises reinforces the durability and long-term value of the portfolio beyond any single quarter's publishing schedule.

Looking ahead, we have a strong pipeline of new publishing and franchise activity to drive frontlist sales, support our back list and extend major franchises across channels, generations and global markets. Dav Pilkey's universe remains an important driver of reading engagement with kids around the world eagerly awaiting the next Dog Man title this November and continued activity across his broader portfolio. The Hunger Games and Harry Potter have also significant media events ahead, each matched with robust publishing plans. This falls release of the Lionsgate film adaptation of Sunrise on the Reaping together with Time Publishing is expected to sustain momentum, support demand and bring new readers to the series.

The new Harry Potter series on HBO launching this Christmas around the world, also creates a significant opportunity to introduce the world of Hogwarts to a new generation supported by new publishing this year.

Fiscal 2027 also includes new publishing and best-selling series, including The Baby-Sitters Club, Wings of Fire and I Survived, creating new moments for kids to engage with these enduring franchises. This pipeline illustrates why the connection between Scholastic's publishing and Scholastic's broader reach is so important. A successful title, our enduring franchise can create value well beyond our trade business, supporting demand across retail, our book fairs and education channels, international licensing and media. Our partnership with Mark Rober and CrunchLabs illustrates the broader children's book group model in action. Through exclusive publishing and our book fairs, we're bringing this highly engaging STEM brand to children in ways that connect curiosity, reading and hands-on learning. In fiscal 2027, our priority is to translate stronger publishing activity, deeper integration and continued execution in book fairs into more consistent growth and profitability across CBG.

Turning to Scholastic Entertainment, with books and reading at the center of Scholastic's model, our Entertainment division broadens how children and families discover Scholastic stories and increases the value of our brands across media and other formats. A child can encounter a Scholastic character, in a book on a screen, at a book fair, in a classroom or through a recommendation from a friend or family. By making these touch points reinforce one another, we strengthened our franchise and create more paths back to books and reading.

With the successful integration of 9 Story Media Group, Scholastic has a more complete platform to develop trusted children's content and reach more audiences across diverse formats and markets. Entertainment built momentum in fiscal 2026 with production revenues growing at a double-digit rate year-over-year and continued activity across major Scholastic franchises.

A new Clifford the Big Red Dog animated series is expected to premiere on PBS Kids in 2027, continuing the beloved franchise's long-standing connection with the young children and families. With multiple contracted series underway, we have high visibility into continued production growth in fiscal 2027. Last month, we also announced the development of a new live-action feature film adaptation of The Magic School Bus with legendary entertainment with Elizabeth Banks attached to Star as Ms. Frizzle. With more than 90 million copies in print, The Magic School Bus is another example of the power of Scholastic's purposeful children's content connecting storytelling and discovery in a way that has engaged children and families for generations.

Digital platforms also play an important role in keeping Scholastic's enduring franchises relevant and discoverable for families today.

In fiscal 2026, Scholastic branded hub and single IP channels on YouTube generated 547 million views and over 6 billion minutes of watch time, representing a 13% and 63% increase year-over-year, respectively. The Scholastic TV app has also scaled quickly since launch, reaching more than 530,000 downloads and over 226 million minutes watched. Clifford and The Magic School Bus remain the top-performing Scholastic properties across these platforms as families increasingly seek trusted programming in a more curated environment. Together, these developments demonstrate how entertainment reinforces Scholastic's broader franchise strategy, building audience engagement across formats while keeping books and reading at the center.

Turning now to Scholastic Education, which connects our mission directly to one of the most important needs facing children and schools, helping more children become strong, confident readers. With reading scores continuing to decline, despite a renewed focus on the science of reading and especially on foundational phonics skills across school districts in the country, that's increasing recognition among educators, policymakers and funders of the need to build background knowledge, decreased digital distraction and improve students' attention and reading stigma also is critical components of reading ability. All of this is based in learning science and best addressed by getting kids to read more whole books and texts in print at school and at home. This long-term macro shift in literacy instruction is strongly aligned with Scholastic's strength. Schools and districts are looking for coherent solutions that are practical to implement, grounded in evidence and supported by high-quality books and authentic texts.

In the short term, however, education continues to operate in a pressured purchasing environment particularly across supplemental curriculum and district funding. At the same time, performance improved in the second half versus first half trends as we made meaningful progress transforming and repositioning the business around the areas where Scholastic is most differentiated. While funding conditions remain volatile and difficult for schools, our education business today is more focused. The cost structure is better aligned and execution is improving as we enter fiscal 2027.

This year, our priorities are to stabilize revenue, strengthen commercial performance and improved profitability while building on Scholastic's core literacy strengths to position education for a return to growth as our strategy advances and market conditions stabilize. Our international business extends Scholastic's publishing, franchises, school channels and literacy expertise across key markets around the world. Many of the same trends supporting our U.S. businesses also benefit Scholastic internationally by bringing our strongest publishing and franchise activity to more readers and schools in major English-speaking markets as well as applying our expertise where customer needs and market conditions are most attractive.

Our international subsidiaries also constitute one of Scholastic's key competitive advantages. Our ability to combine locally developed publishing with global franchise strength. In major markets, our publishing teams support globally best-selling authors and creators, for example, the best-selling U.K.-based Julia Donaldson, whose next picture book, Winifred Duck illustrated by Jim Field is expected to release globally in February 2027. Our largest franchises also continued to perform well internationally, including Dog Man and The Hunger Games, with Sunrise on the Reaping performing especially well across major markets in fiscal 2026.

In fiscal 2027, our international publishing rights for The Hunger Games gives us another opportunity to benefit from renewed global demand for the franchise. Scholastic's international strength was recognized this year when we were awarded Children's Publisher of the Year at the British Book awards, Dav Pilkey was named Illustrator of the Year and Sunrise on the Reaping won Children's Fiction Book of the Year and Marketing Strategy of the year.

Looking ahead, we see opportunities to expand our major franchises and build on demand for trusted literacy content in priority markets, while continuing to improve operating efficiency and profitability.

To wrap up, we ended fiscal 2026 a more focused company with stronger alignment across businesses, a more efficient balance sheet and a clearer operating foundation. Building on our multiyear transformation, fiscal 2027 is an execution year as we focus on translating the progress we made into renewed revenue growth and higher adjusted EBITDA on a comparable basis.

We're optimistic entering the year with a strong publishing pipeline, continued momentum in Book Fairs, expanded media capabilities and the transformed education business. Scholastic's mission and strategy remain closely connected by helping more children discover books, engage with trusted stories and build the skills to become confident readers we believe we can deepen our impact and create sustained value for shareholders.

So with that, I'll turn the call over to Haji to discuss our fourth quarter and full year results in more detail, including our fiscal 2027 outlook.

Thank you, Peter, and good afternoon, everyone. As usual, I will refer to our adjusted results, excluding onetime items, unless otherwise indicated. Please refer to our press release tables and SEC filings for a complete discussion of onetime items and a reconciliation with related GAAP figures. To facilitate consistent year-over-year comparisons following the sale-leaseback transactions completed in December, I would also discuss certain operating results on a comparable basis, reflecting the full period impact of additional lease expense and the loss of rental income in each period presented.

Let me begin with our consolidated financial results for the quarter and full fiscal year. Revenues decreased 6% to $476.1 million in the fourth quarter and 3% to $1.6 billion in the full fiscal year. The trend last quarter largely reflected challenging prior year publishing comparisons and trade and lower revenues in education related to continuing funding volatility, partly offset by growth in book fairs and higher entertainment revenues.

Adjusted operating income was $58.3 million in the fourth quarter compared to $63.4 million in the prior year period. On a comparable basis with respect to the sale leasebacks, as just described, adjusted operating income decreased $1.2 million from $59.5 million in the prior year period. For the full year, adjusted operating income increased $11.3 million to $47.1 million compared to $35.8 million in the prior year period. On the same comparable basis, adjusted operating income increased $15.4 million to $35.3 million from $19.9 million.

Adjusted EBITDA was $84.7 million in the fourth quarter compared to $91.2 million in the prior year period. On the same comparable basis, fourth quarter adjusted EBITDA increased $1 million. This increase primarily reflected improved profitability and Children's Book Publishing and Distribution and Entertainment, partly offset by lower results in education and international.

For the full year, adjusted EBITDA increased 4% to $151.5 million, in line with our guidance. On the same comparable basis, adjusted EBITDA increased 15% for the year. The improvement largely reflected higher profitability in Children's Book Publishing and Distribution and International as well as lower adjusted overhead costs, which more than offset lower results in education. We were also able to reduce tariff-related costs versus our initial estimate through targeted mitigation actions and refunds received during the year as well as the suspension of tariffs earlier than initially assumed.

Adjusted net income was $45.9 million in the fourth quarter compared to $22.9 million in the prior year period. On a per diluted share basis, adjusted earnings were $2.19 compared to $0.87 last year. The increase primarily reflects the benefit of strategies to reduce the tax impact of the gain on the sale-leaseback transaction, while fewer shares outstanding following share repurchase activity also benefited adjusted earnings per share.

For the full year, adjusted net income was $45.4 million compared to $13.3 million in fiscal 2025. On a per diluted share basis, adjusted earnings were $1.87 compared to $0.48 in the prior year. The increase largely reflects the gain of the sale leaseback transactions and higher adjusted operating income. Fewer shares outstanding also benefited adjusted earnings per share.

Turning to our segment results. In the Children's Book Publishing and Distribution, revenues for the fourth quarter decreased 4% to $276.3 million. And for the full year, revenues were $964.2 million, approximately in line with prior year. Within school reading events, Book Fairs revenues increased 5% in the fourth quarter to $186.6 million and 5% for the full year to $576 million. Both the fourth quarter and full year results benefited from higher fair count with over 103,000 case and shippable fairs held during the fiscal year. Full year performance also benefited from higher revenue per fair.

Book Clubs revenue were $12.2 million in the fourth quarter, a decrease of 7% and $57.1 million for the full year, a decrease of 11%. This reflected lower sponsor participation throughout the year. We remain focused on simplifying the program and improving execution as teachers engagement patterns continue to evolve.

In our Trade Publishing division, revenues in the fourth quarter decreased 20% to $77.5 million and decreased 6% for the full year to $331.1 million. These results primarily reflected a challenging comparison with the prior year fourth quarter publishing schedule, which included the release of the Sunrise on the Reaping, the best-selling fifth book in Suzanne Collins' Hunger Games series, as Peter described.

Children's Book Publishing and Distribution segment adjusted operating income increased $2.1 million to $60.3 million in the quarter. For the full year, it increased $12.4 million to $143.7 million. This improvement primarily reflected stronger operating leverage and Book Fairs and improved profitability from continued cost discipline in the segment, partly offset by lower results in trade publishing.

Turning to our Education segment, fourth quarter revenues were $109.2 million, down 13% from the prior year period. And full year revenues were $267.6 million, a decrease of 14%. The decline largely reflected ongoing funding volatility and continued pressure on school and district spending for supplemental curriculum materials. While revenues remained below prior year, the rate of decline decelerated in the second half of fiscal 2026 compared to the first half, as the segment advanced its product, marketing and sales strategy following its repositioning.

Segment adjusted operating income was $27.9 million in the fourth quarter compared to $31.3 million in the prior year period. For the full year, adjusted operating income for the segment was $0.2 million compared to $6.9 million in the prior year period. Lower revenues pressured profitability in both periods. This was partially offset by the benefits of improved cost structure and operating discipline following the division's restructuring.

In Scholastic Entertainment, fourth quarter revenues increased 42% to $21 million compared to $14.8 million in the prior year period, reflecting higher production revenues. Full year revenues increased 8% to $65.7 million compared to $61 million in the prior year period.

Segment adjusted operating income improved $2.9 million to $0.8 million in the fourth quarter compared to a loss of $2.1 million a year ago, reflecting higher revenues. For the full year, segment adjusted operating loss was $9.3 million compared to a loss of $7.2 million a year ago, reflecting the timing of production activity and revenue recognition.

In the International segment, revenues were $69.6 million in the fourth quarter compared to $76.8 million in the prior year period. Excluding a $3.1 million favorable impact of foreign currency exchange in the quarter, the decline mostly reflected lower trade revenues against a more challenging prior year comparison, which included Sunrise on the Reaping in the fourth quarter. For the full year, International segment revenues decreased 1% to $277.2 million, excluding a favorable foreign currency exchange impact of $6.3 million, the decline primarily reflected the comparison with the prior year publishing schedule partly offset by the strength of our global publishing and franchise activity across key markets.

Segment adjusted operating income was $3.1 million in the fourth quarter compared to $6.1 million in the prior year period, largely reflecting lower revenues. Full year adjusted operating income increased to $7.1 million compared to $2.9 million a year ago, reflecting operating improvements and continued cost discipline across the business.

Adjusted unallocated overhead costs was $33.8 million in the fourth quarter compared to $30.1 million in the prior year period. On a comparable basis, assuming a full year impact of sale leaseback in both periods, adjusted overhead costs were approximately in line with the prior year period.

For the full year, adjusted unallocated overhead costs decreased $3.5 million to $94.6 million compared to $98.1 million last year. On the same comparable basis, adjusted overhead costs decreased $7.6 million to $106.4 million from $114 million in the prior year, reflecting the benefits of cost saving initiatives, lower employee expenses and continued efforts to streamline corporate functions.

Now turning to cash flow and the balance sheet. For the full year, net cash provided by operating activities were $50.9 million compared to $124.2 million in the prior year period. This decrease mostly driven by higher tax payments associated with the sale-leaseback transactions as well as higher severance-related payments. Free cash flow was $436 million in fiscal 2026 compared to $29.2 million in the prior year. The increase largely reflected the over $400 million in net proceeds from the sale-leaseback transactions completed in December.

At the end of fiscal 2026, net cash was $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 during the year. At the end of the year, the company had $75 million outstanding under its $400 million unsecured revolving credit facility.

As Peter discussed, fiscal 2026 was an important year in the execution of our capital allocation strategy. During the year, we returned over $285 million to shareholders, including over $140 million in the fourth quarter. Over the full year, this included the repurchase of approximately 7.3 million shares of common stock for $268.6 million, including shares purchased through the open market repurchases and a modified Dutch auction tender offer completed in the fourth quarter as well as $20 million in regular dividends, including $4.6 million in the fourth quarter.

As of May 31, 2026, a $183 million remains authorized for the future repurchase under our stock repurchase program. We expect to continue purchasing shares from time to time as conditions allow on the open market or in negotiated private transactions.

Yesterday, we announced a 25% increase in our regular quarterly dividend from $0.20 to $0.25 per share, commencing with the first quarter of fiscal 2027. This increase reflects the board's confidence in the company's long-term cash generation and our continued commitment to returning capital to shareholders while investing in the business.

Taken together, these actions were completed in fiscal 2026, represented an important milestone in the balance sheet optimization work we have discussed over the past several quarters. We unlock significant value from our real estate assets, strengthen our liquidity position, accelerate capital returns to our shareholders and establish a long-term net leverage framework of 2x to 2.5x adjusted EBITDA. As we have said before, that leverage range is a long-term target. We will continue to manage our balance sheet efficiently while maintaining disciplined investment in growth opportunities and returning capital to shareholders as we move toward that framework over time.

Now turning to our outlook for the year. For fiscal 2027, we expect revenue growth of approximately 2% to 4% compared to fiscal 2026 reported revenue and adjusted EBITDA of approximately $135 million to $145 million. The midpoint of the range represents approximately 6% growth compared to fiscal 2026 adjusted EBITDA of $132.4 million on the same comparable basis with respect to the sale-leaseback transactions in both periods, driven by higher revenue, continued cost discipline and target investment in areas with the strongest return potential.

For the fiscal year, we currently expect full year effective tax rate of approximately 27% to 30%, excluding discrete items, primarily reflecting state income taxes of approximately 4% to 6%. Given the seasonality and geographic mix of our earnings, the effective tax rate may vary meaningfully from quarter-to-quarter.

Our outlook reflects current tariff rates and expected inflation in product and manufacturing costs as well as the continued benefit from the sourcing, inventory and pricing actions we implemented over the past year. Our outlook does not currently assume a material impact from additional tariff actions. While we may receive additional refunds related to prior periods, we do not expect tariff-related refunds to provide a meaningful net benefit in fiscal 2027.

Turning to our segment outlook. In Children's Book Publishing and Distribution, we expect full year revenue growth and improve profitability, led by continued strong performance in Book Fairs and growth in trade publishing. In Fairs, growth is expected to be driven by higher fair count, continued opportunity for modest revenue per fair growth and initiatives to reach additional schools and communities. Given the operating leverage in this business, revenue growth is expected to support margin expansion. We expect Book Clubs to remain a smaller but important school-based channel as we continue to simplify the program and improve execution to engage teachers and families.

In Trade Publishing, we expect stronger revenues compared to fiscal 2026 supported by publishing pipeline and major franchise activity Peter discussed earlier. More broadly, we expect the Integrated Children's Book group model to help us activate titles and franchises more effectively across retail and our proprietary school-based channels supporting growth and profitability across the segment.

In Education, we are targeting improved performance compared to fiscal 2026. Our outlook assumes stabilization and revenue trends, especially in the second half of the year, and improved profitability supported by a more focused product portfolio, a better aligned cost structure and continued progress in marketing and sales execution. At the same time, our outlook assumes that school and district funding conditions remain volatile, particularly in supplemental curriculum.

In Entertainment, we expect revenue growth and improved profitability compared to fiscal 2026, supported by increased production activity and a growing slate of greenlit projects.

In International, we expect growth supported by our publishing and franchise activity across key markets, including the global benefit of major Scholastic franchises and modestly lower operating income, partly reflecting inflation and higher fuel, freight and labor costs in some markets.

Unallocated overhead costs will reflect the full year impact of the sale-leaseback transaction, including a loss of rental income and a portion of additional lease expense, partly offset by continued cost discipline. Additional lease expense will also be reflected across our operating segments with the children's book and education segments absorbing a greater portion.

As a reminder, Scholastic results are highly seasonal. The first quarter is typically our smallest revenue quarter, reflecting the summer period when schools are not in session and our school reading events business has minimal sales. Looking ahead, we expect first quarter revenues to be slightly down versus prior year period given the expected pace of improvement in education and the timing factors in Children's Books.

Year-over-year revenue growth is expected to begin in the second quarter and continue through the balance of the year. We also expect a seasonal operating loss modestly greater than the prior year period, primarily reflecting the sale leaseback impact. The prior year quarter benefited from rental income and lower lease expense before the transactions were completed in December.

Our outlook for free cash flow in fiscal 2027 is approximately $35 million to $40 million. As a reminder, our fiscal 2026 free cash flow included significant benefit of net proceeds from the sale-leaseback transaction completed in December. Our fiscal 2027 outlook represents a modest improvement on a normalized basis, driven by higher operating performance, lower cash taxes and lower cash severance and other onetime payments compared to fiscal 2026, partly offset by planned increases in capital expenditures and prepublication spend.

In summary, our outlook reflects revenue growth, adjusted EBITDA growth compared to fiscal 2026 on a comparable basis, continued cost discipline and targeted investments in our key growth priorities while maintaining financial flexibility to invest in the business and return capital to shareholders.

Thank you for your time today. And I will now hand the call back to Peter for his final remarks.

Thank you, Haji. As we enter fiscal 2027, our priorities are clear: translate the progress of the past several years into more consistent operating performance while remaining grounded in our mission to help more children discover books, build confidence as readers and develop a lifelong relationship with reading. I'd like to thank our employees for their continued commitment and our customers and shareholders for their continued support. Now let me turn the call over to Jeff.

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

[Operator Instructions] Comes from Brendan McCarthy with Sidoti.

I just wanted to start off looking at fiscal 2026 revenue. That 3% decline came in a little bit under the expectations and the guidance for the year. Just what were the key variables there that drove that impact? And what expectation specifically?

Yes. Brendan, it's Peter here. I mean the 2 main factors were that in the fourth quarter, we had a very challenging comparable situation because of the great success that we had with Sunrise on the Reaping in the fourth quarter of 2025. So that was one of the factors that was there. That was a more, shall we say, predictable factor. A less predictable factor was the fact that we also didn't get as much revenue from the education segment as we were expecting because in common with many other providers, particularly supplementary education providers. And there wasn't the surge in spending by schools and districts towards the end of their public sector financial year. So those were -- that was really the main surprise that we had, and it was less than we were expecting.

I have to say that the rest of our businesses performed well during the fourth quarter, and that was very pleasing.

Appreciate the detail there, Peter. And looking at the Book Fairs business, a nice 5% growth here in the fiscal fourth quarter. Was that really driven by higher fair count? Or did more of that growth come from better economics and revenue per fair?

It was primarily driven by the number of fairs that we were able to do, but we also saw a modest increase in revenue per fair as well. So we were extremely pleased with our performance in Book Fairs this year. We also had much more adoption of e-wallets, which is the way in which parents can provide as it were digital money for their kids to spend. Our product mix in Book Fairs was extremely good. And we've also been mindful of pricing. And we also had a really good end of the year in our sponsored fairs, whereby we can have good initiative for access to books for kids in title 1 schools and other areas where there's less money around.

Understood. And looking into fiscal '27, do you see improved unit economics there? And what's the expectation for total fair count for the fiscal year?

Well, we expect fair count to increase in fiscal 2027. We think that there will be continuing strong growth. We've had a very strong position in Book Fairs. And our outlook is looking very promising for the first -- for the full semester. We've got lower cancellations, and we've done a lot better prospecting efforts. And we'll expect to see revenue per fair grow maybe in a perhaps similar way to the way in which revenue per fair grew in the last fiscal year.

Understood. And back to the Education Solutions business, it looks like the year-over-year revenue decline picked up a little bit from prior quarters. What's the outlook there for fiscal '27? I know it seems like stabilization is the theme. But what really gives you confidence that you can stabilize that segment and maybe quantify what that ultimately looks like...

Well, I think -- we now have, from a lot of work which the team have done in fiscal 2026, we're in a position where we have a stronger product portfolio available in education. We've managed our expenses extremely well so that, that is going to improve the bottom line. But above all, we have completely in -- final processes now of completely reorganizing much of our go-to-market activities. We have a new Chief Revenue Officer, who joined us during the fourth quarter of the last year. And we feel pretty confident that over the full course of the year, not immediately, but over the full course of the year that we will see very improved performance in this area, assuming that the market doesn't deteriorate any further, which we're not expecting. And we can see a number of growth opportunities for us going forward.

Understood. And last question for me just on the Entertainment business. It sounds like there's a pretty bright outlook there. It sounds like green lighting is improving. And it looks like revenue picked up in Q4 fiscal '26. What kind of maybe revenue run rate there in that segment will ultimately lead to sustained profitability for the Entertainment segment?

Well, what we -- we've got very strong visibility at the moment into our fiscal '27 because of the -- both the contracts that we've signed and the opportunities that we're discussing. We're guiding for long-term growth. I mean, we've got a lot of confidence in that. The Entertainment segment that we operate in is one where without any question, we've seen a much better performance during fiscal '26 and the market is going to perform better in fiscal '27. So we're feeling pretty confident about that.

I mean just in terms of the contracted revenues that we've got at the moment, we're already at over 100% of last year's revenues in terms of what we know we'll be bringing to market and we've got some great opportunities ahead of us as well, which I'm hoping that perhaps next time we speak or the time after that, we'll be talking to you about new big contracts and new big opportunities that we have, which have been green lit to some of the major studios and companies.

One moment for our next question that comes from Drew Crum with B. Riley Securities.

So, Peter, maybe a big picture question, as you enter a new fiscal year, how would you assess the health of your consumer?

I think we are feeling pretty good about -- particularly the consumer market because one thing that we're feeling very strongly about is the strength of our Publishing, the strength of our Book Fairs, the opportunities that we have with things like the release of the Sunrise on the Reaping film and the HBO Harry Potter series. All those things are looking good. Book Fair, bookings are good. Our Scholastic dollar catalogs have been doing well. And all the indicators are that we're going to have strong consumer demand in FY '27 for particularly our Children's Book group, both in terms of the school market through the Book Fairs, but also through the trade.

Got it. Okay. And then in your preamble, you talked a little bit about the Harry Potter series. Are you able to provide any more detail around your plans to support that? I think you mentioned some new publishing programs.

Yes. We have publishing programs around it, Drew. And we're working so closely with the book trade here in the U.S. I mean, we see this as a big opportunity for the book trade, for us, and I think what we're going to find is that -- I'm hoping this is true, but we're certainly putting a lot of work into it and investing in this is that we can see a rising tide of foot traffic in the book trade because of things like The Hunger Games series, Sunrise on the Reaping, but above all, by bringing Harry Potter to a completely new generation of kids. And we've got a lot of retail activations, coordinated campaigns and we're feeling very, very good about it.

Got it. Okay. And I want to go back to the Education business. It sounds like the inflection for that segment in fiscal '27 is in the second half. I just want to make sure I'm interpreting that correctly. And are you assuming revenue can grow year-on-year in 3Q, 4Q? And if so, what do you see as the key drivers to catalyze the top line?

Well, I think the assumption that you're making, I think, is correct, which is to say that the education revenues and performance will improve as the year goes on. We'll begin, I think, to see improvement in terms of revenues and higher profitability. That will -- you'll be able to see that in the second half of the year. And I think that with the steps that we've taken in terms of how we're changing our go-to-market, how we're being -- we've got a set of products, which we think are particularly well aligned with the new science of reading and with everything else that's going on in that space, we can see improvements in that area.

I mean there's an extraordinary amount of effort going into it. There's also a fair amount of uncertainty in funding in the education space, which all the education players are experiencing, as you know. But I think we're set up just because of the way in which books are so important in the education space. People are really worried, parents are worried, teachers are worried, education administrators are worried about the amount of screen time and the backlash that we've seen to that. And I think we're particularly well suited and particularly with the other company that can really be a major player here to deal with that.

Got it. Okay. And maybe just one last one for me. On the share repurchases, I think the comment was that you intend to be opportunistic in fiscal '27. Is your plan to, if you do so, fund buybacks with cash on the balance sheet? Or would you consider tapping a revolver using debt to repurchase shares?

I'll let -- since I've been hogging the phone, let me pass it over to -- I'll pass it over to Haji.

Yes, so we are strong on cash, but we also have our long-term net leverage target, which is 2% to 2.5%. So we are -- as of the end of the year, we had only used $100 million of our credit facility, and that was for the Dutch tender or modified Dutch tender that we did. So ultimately, we'll pull from both sources if needed, but we feel very confident we have enough cash to fund our $183 million of potential opportunity.

And of course, Drew, we get very good as it were shareholder returns from what we're doing with the share buybacks and so on. You can see we've really benefited from that, and we're -- we don't want to see it going away. So we are going to be focusing on that going forward continuously.

Thank you. And this will conclude our Q&A session for today. I will pass the call back to Peter Warwick for any closing remarks.

Well, thank you, operator, and thank you all for joining the call today. We appreciate your support. In fiscal 2027, we're going to continue to execute our strategy to strengthen Scholastic's operating performance and create long-term value, and we look forward to updating you on that on our first quarter call. So for now, thank you all and goodbye.

And ladies and gentlemen, this concludes today's conference call. Thank you for participating, and you may now disconnect.

Good day, and thank you for standing by. Welcome to the Scholastic Reports Third Quarter Fiscal Year 2026 Results. [Operator Instructions]. Please be advised that today's conference is being recorded. [Operator Instructions].

I would now like to hand the conference over to your speaker today, Jeffrey Mathews, Executive Vice President, Chief Growth Officer and President, Scholastic Education.

Hello, and welcome, everyone, to Scholastic's Fiscal 2026 Third 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've 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'll 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]. And now I would like to turn the call over to Peter Warwick to begin this afternoon's presentation.

Thank you, Jeff. Good afternoon, everyone, and thank you for joining us. In the third quarter, Scholastic advanced our strategy to support long-term growth and enhance shareholder value. A key milestone was the successful completion of our sale-leaseback transactions involving our New York City headquarters and Jefferson City distribution facility. Last December, this unlocked more than $400 million in net proceeds and represented an important step in optimizing Scholastic's balance sheet.

Consistent with our disciplined approach to capital allocation and our belief that the company's shares represent a highly accretive investment, we moved quickly to return cash to shareholders under an upsized $150 million share repurchase authorization, which we have nearly exhausted. We've already bought back more than 4.4 million shares for approximately $147 million in the open market or $33.30 per share on average with a view towards further optimizing our balance sheet and enhancing shareholder value, today, we're announcing long-term net leverage targets for the company, as Haji will discuss.

As a next step, the Board has authorized a $300 million share repurchase authorization comprising of a $200 million modified Dutch Auction tender offer with the remaining $100 million to be used for repurchases in the open market. The offer price range has been set to $36 to $40 per share. Assuming it's fully subscribed, the tender offer would represent approximately 25% of Scholastic shares outstanding as of quarter end. This is yet another step in the capital allocation strategy we've been executing since fiscal 2022, already returning over $650 million to shareholders through share repurchases and dividends while continuing to invest in initiatives that support long-term growth. Haji will provide additional details later in the call.

Turning to our operating performance. Third quarter results were in line with expectations as we continued executing on initiatives supporting long-term growth and margin expansion. As a reminder, this is typically one of our smaller quarters for revenue and profitability given the seasonality of our business. Based on our performance to date and outlook for the remainder of the year, we're reaffirming our fiscal 2026 adjusted EBITDA and free cash flow guidance. We expect full year revenue to be approximately flat compared to the prior year, reflecting year-to-date softness in Education and very strong comps in Trade a year ago.

Let me now turn to our segment performance, beginning with Children's Book Publishing and Distribution. Last quarter, Children's Book Group combined powerful publishing and beloved franchises with unique school-based distribution channels. Through Book Fairs, Trade publishing and our proprietary school network, all working together, we reach children and families and connect them with stories in ways no other company can replicate. Book Fairs once again demonstrated the strength of Scholastic's unique school-based channels. Fair counts continue to grow year-to-date, and we're benefiting from higher revenue per fair, strategic merchandising and pricing initiatives, lower cancellations and greater adoption of e-wallet. That's a digital payment account that allows families to preload funds for students to spend at the fair, increasing participation and simplifying transactions.

We've also experienced strong redemption of Scholastic Dollars, the reward currency schools receive for hosting book fairs. The key innovation this year is the launch of Discovery Fairs, the first new format we've introduced in more than a decade. These fairs feature curated collections that focus on science, technology, engineering, arts and math alongside hands-on science and art kits designed to bring discovery-based reading and learning into the fair experience. Early pilots have already shown robust demand.

Building on the partnership we announced last quarter with YouTube sensation, Mark Rober, which reaches more than 70 million subscribers, we're beginning to bring his highly popular science and engineering brand, CrunchLabs, to students through Scholastic's publishing and school channels, including new books, activity guides and clubs branded products. As we look ahead, Book Fairs remain one of Scholastic's most powerful channels to reach children and families and represent a meaningful long-term growth opportunity for the company.

In Book Clubs, our other school-based channel, results continue to reflect evolving classroom and teacher engagement patterns. The program is expected to reach nearly 300,000 teacher sponsors nationwide this year, providing Scholastic with a direct connection to classrooms across the country. We saw sequential improvement from the fall as recent program improvements, including updated flyers, improved digital ordering and targeted promotions strengthened teacher engagement and participation.

In Trade Publishing, Scholastic's publishing portfolio and global franchises continued to resonate strongly with kids around the world. Third quarter results were solid, though down relative to the prior year, reflecting shifts in the publishing calendar compared to a year ago, along with the impact of adverse winter weather and other short-term factors on the retail book market. Following the successful launch of Dav Pilkey's Dog Man: Big Jim Believes in quarter 2, momentum across Pilkey's publishing universe remains strong. The latest title in the series held the #1 children's title for 7 consecutive weeks and was the #1 overall title across the industry in both November and December, while backlist titles also continued to perform strongly on bestseller lists.

Looking ahead at quarter 4, Pilkey's universe expands into the fast-growing category of children's Manga with Captain Underpants: The First Epic Manga publishing in April. The Hunger Games franchise continued to generate strong global demand with the latest title in the series, Sunrise on the Reaping. This book has now sold approximately 5.4 million copies and remained on bestseller lists since its release last March, including 50 consecutive weeks on the young adult bestseller list and currently ranking #3 nearly a year after its initial release. More recent special editions as well as the award-winning audio book have helped sustain momentum across the series. We expect continued Hunger Games momentum from paperback and movie tie-in editions ahead of the Lionsgate film adaptation of Sunrise on the Reaping this fall.

Our Wings of Fire series also continued to engage readers globally with the recent release of the Graphic Novel edition of Talons of Power, which debuted at #1 overall in December and currently holds the #3 position on the New York Times Graphic Books and Manga Best Seller list. Furthermore, in the first week of the new quarter, we published Wings of Fire #16, The Hybrid Prince, the highly anticipated new installment in the series and the first in several years. The book debuted as the #1 title overall across both children's and adult categories, already captivating avid fans and new readers of this thrilling Dragon series around the world.

Turning now to Scholastic Entertainment. In the third quarter, this division continued expanding the reach of our IP across digital platforms and new audiences. We advanced our pipeline of media development and production as we begin work on major new projects expected to be announced in the coming months. Greenlight activity also is improving and with it, the strength of our development slate, supported by our in-house production and animation capabilities. We grew viewership and reach across our digital platforms, particularly YouTube and ScholasticTV as families continue discovering Scholastic stories and characters in new ways.

Our Scholastic branded YouTube channels generated more than 85 million views in the quarter, up over 200% year-over-year, with audiences spending over 21 million hours watching our content. On YouTube last quarter, we expanded our network of Scholastic branded channels with 2 new curated hubs, Scholastic STEAM and Scholastic International, surfacing our content to a larger global audience.

At the same time, our Scholastic branded set-top TV app continued to scale as a trusted destination for families seeking high-quality children's programming in an increasingly crowded digital media landscape. The platform now offers more than 800 episodes across Scholastic properties and is available across major streaming ecosystems, including Roku, Apple TV, Fire TV and Android platforms. Since launching this fall, the app has already generated nearly 100 million minutes watched and more than 5 million views with engagement averaging about 30,000 views per day.

Growing audiences across our digital platforms create new opportunities to extend our stories and characters across books, digital platforms, television and consumer products. One example of this is our Clifford the Big Red Dog franchise, where increased engagement across digital platforms and media is helping introduce the character to a new generation of kids and reinforcing demand for the books. Book sales across all Clifford titles have grown meaningfully this financial year compared to the prior year.

Turning now to Scholastic Education, where we're making meaningful progress executing our strategy to transform the business for growth. Revenues were down 2%, representing a significant deceleration of the declines we saw in the first and second quarters of the year. Importantly, profitability improved year-over-year. In January, we appointed Jeff Mathews as the permanent President of the division after stepping in to lead this division on an interim basis last June. Jeff also continues in his role as Chief Growth Officer. Under his leadership over the last 9 months, the team has refined the go-to-market strategy and streamlined the product portfolio to align more closely with district and school needs.

We've also taken significant steps to sharpen our focus on the areas where Scholastic is best positioned to help children achieve their full potential through literacy, partnering with districts, schools, teachers, families and communities while improving the cost structure and operating discipline of the segment. District and school spending on supplemental curriculum and resources, including our instructional programs, classroom libraries, literacy resources and professional services remains tight given continued funding uncertainty and the ongoing transition of the U.S. education system to science-based approaches to literacy instruction.

As seen in last quarter's results, more effective and efficient go-to-market execution and stronger product alignment with the science of reading are having a positive impact. We continue to close the gap with the prior year as we stabilize this portion of the business and position ourselves for growth in a recovering market. It's important to remember, however, that as a product category, supplemental curriculum and resources represented only approximately 25% of Scholastic Education's revenues last year. Unlike most educational publishers that primarily compete in the instructional space, Scholastic Education also has significant business lines dedicated to serving teachers, families and community partners, building on the power of our trusted brand.

Our solutions give children access to engaging books and magazines and enable their development as readers while empowering teachers and families through evidence-based tools and support. Funding here is significantly more diverse than for instructional sales, spanning district and school budgets, state and philanthropic grants and teacher and parent purchases. It's not surprising this portion of the division is less volatile and has consistently outperformed relative to the school and district focused segment. In fact, teacher, family and community-focused sales here have grown significantly relative to pre-pandemic levels.

With modest investment in our nonschool channels and in our existing product offering, this segment of our business represents a significant growth opportunity in the years ahead. Looking ahead, we believe Education is well positioned to continue stabilizing performance in fiscal 2026 with a goal of returning to growth in fiscal 2027.

Turning now to our International segment. Our major markets continue to benefit from the strength of Scholastic's global publishing franchises in quarter 3, even as year-over-year comparisons reflected the timing of this year's publishing compared to last fiscal. During the quarter, we saw strong contributions from markets, including Australia and the United Kingdom, where we continue to benefit from operational improvements across the business. Demand for English language learning materials continues to expand globally, representing a long-term opportunity as schools and families increasingly seek high-quality literacy materials. Looking ahead, we remain focused on growth and margin improvement in our international operations.

In summary, our third quarter results reflect progress executing the strategy we put in place to strengthen Scholastic's operating performance and create long-term value. The actions we're announcing today, including leverage targets and the new share repurchase authorization, including the tender offer, reflect our continued commitment to disciplined balance sheet management and shareholder value creation while investing to drive sustainable growth.

So with that, I'll turn the call over to Haji.

Thank you, Peter, and good afternoon, everyone. As usual, I'll refer to our adjusted results for the third quarter, excluding onetime items, unless otherwise indicated. Please refer to the tables in today's earnings press release and SEC filings for a complete discussion on onetime items.

As Peter discussed earlier, during the quarter, we completed the sale-leaseback transactions related to our New York City headquarters and the Jefferson City distribution facilities. This generated over $400 million in net proceeds to be used in line with our capital allocation priorities. As noted last quarter, these highly accretive transactions will reduce adjusted EBITDA by approximately $14 million on a partial year basis in fiscal 2026, primarily reflecting incremental lease expense and the elimination of rental income previously recognized on these assets. Please see last quarter's earnings presentation for a reconciliation of the estimated partial year and pro forma full year P&L impact of the sale-leaseback transactions.

Let me begin with our consolidated financial results. In the third quarter, revenues were $329.1 million compared to $335.4 million in the prior year period. Adjusted operating loss was $24.3 million compared to $20.9 million in the prior year period. Adjusted EBITDA was approximately breakeven compared to $6 million in the prior year period, primarily reflecting the partial year impact of the sale-leaseback transactions, offset by higher gross profits in Children's Book Group, reflecting company-wide cost discipline.

Excluding the sale-leaseback transaction partial quarter impact of $3 million on an adjusted operating loss and $6.7 million on an adjusted EBITDA, adjusted operating loss was $21.3 million and adjusted EBITDA was $6.7 million, approximately in line with prior year. Net loss was $3.5 million compared to a net loss of $1.3 million in the prior year period. On a per diluted share basis, adjusted loss increased to $0.15 compared to a loss of $0.05 last year.

Turning to our segment results. In the Children's Book Publishing and Distribution, revenues for the third quarter decreased 3% to $197.6 million, reflecting timing of major publishing releases compared to the prior year, partly offset by continued strength in Book Fairs. Segment adjusted operating profit improved to $8.9 million from $7.6 million in the prior year period, reflecting the benefit of higher Book Fair revenues and continued cost discipline. Book Fairs revenue increased 2% to $113.3 million in the quarter, primarily driven by higher revenue per fair. We expect higher fair count and revenue per fair to contribute to revenue growth in our Book Fairs business this fiscal year. Book Club revenues were $14.6 million in the quarter, relatively flat compared to $15.2 million a year ago, reflecting lower teacher participation at the start of the school year, partly offset by recent program improvements that have increased participation sequentially from the fall period as teacher sponsor counts stabilize. We anticipate these trends continuing into the remainder of the year.

In our Trade Publishing division, revenues were $69.7 million in the third quarter compared to $77.4 million in the prior year, a decrease of 10%. These results reflect the timing of this year's publishing calendar compared to the prior year when the third quarter benefited from a major Dog Man release. Looking ahead, we remain optimistic about sustained momentum across our major global franchises. Given the timing of this year's publishing plan, coupled with short-term disruption on retail purchasing patterns, including the impact from severe winter weather, we expect trade to be slightly below the prior year on a full year basis.

Turning to our Entertainment segment. Revenues increased by $3.2 million to $16 million compared to $12.8 million in the prior year, primarily driven by increased episodic deliveries and higher production services revenues. We remain positioned for growth in the fourth quarter and into fiscal 2027, reflecting recent greenlight momentum and revenue recognition typical for media development and production. Segment adjusted operating loss was $2.5 million compared to $2.4 million a year ago.

Turning to our Education segment. Revenues were $56.1 million in the third quarter compared to $57.2 million a year ago, a decrease of 2%, reflecting lower spending on supplemental curriculum products as schools and district spending continues to experience near-term funding uncertainty. We have seen moderating declines throughout the fiscal year as the transformation of this business begins to take hold. Segment adjusted operating loss improved to $5.2 million compared to a loss of $6.9 million in the prior year period, reflecting a lower cost structure, improved operating discipline and the benefits of reorganization initiatives implemented over the last several quarters. Ahead of what we expect will be a gradual market recovery, we expect profitability in the fourth quarter ahead of growth in fiscal 2027.

Turning to our International segment. Revenues were $58.7 million in the third quarter compared to $59.3 million a year ago. Excluding the $3.5 million year-over-year impact of favorable foreign currency exchange, segment revenues declined $4.1 million, primarily driven by the publication timing of Dog Man compared to the prior year. Segment adjusted operating loss was $4.7 million compared to $2 million in the prior year period, reflecting lower revenues. We continue to expect modest declines in revenues and profitability in this segment following strong trade performance in fiscal 2025.

Unallocated overhead costs increased by $3.6 million to $20.8 million in the third quarter, primarily reflecting $3 million of higher rent expense and lower rental income previously recognized on the New York City headquarters property, all related to the sale-leaseback transactions.

Now turning to cash flow and the balance sheet. In the quarter, net cash used by operating activities was $30.5 million compared to $12 million in the prior year period, primarily driven by higher tax payments related to the sale-leaseback transactions, partially offset by lower royalty payments. Free cash flow in the third quarter was $407 million compared to free cash use of $30.7 million in the prior year period, reflecting approximately $400 million in net proceeds from the sale-leaseback transactions completed during the quarter. The company fully repaid the outstanding balance on its unsecured revolving credit facility and ended the quarter with net cash of $90.6 million compared to net debt of $136.6 million at the end of fiscal 2025. As a result, interest expense in the quarter was significantly lower year-over-year.

As part of our broader capital allocation strategy, we are establishing long-term net leverage target of 2 to 2.5x adjusted EBITDA for the company. We believe this target range effectively balances balance sheet strength and our ability to continue investing in long-term growth opportunities on the one hand with the balance sheet efficiency and our ability to enhance shareholder returns on the other hand. I want to emphasize that this is a long-term target. As we move toward these leverage levels over time, we've already taken near-term steps to accelerate capital returns to shareholders, supported by the significant liquidity unlocked in December.

We have already returned approximately $147 million to shareholders through open market share repurchases, representing the repurchase of more than 4.4 million shares since completing the sale-leaseback transactions in December. In the third quarter, the company also distributed $5.1 million through its regular dividend. As announced earlier today, the Board has authorized a new $300 million share repurchase authorization, comprising of a $200 million modified Dutch Auction tender offer at $36 to $40 per share, with the remainder available for open market repurchases. This is another disciplined step to return excess cash to shareholders. We expect the tender offer to commence on Monday, March 23, 2026, and to remain open until Monday, April 20, subject to customary conditions.

This transaction is expected to be funded through a combination of available cash on hand and borrowings under our credit facility. Following the completion of the tender offer, we expect to maintain substantial liquidity to pursue our capital allocation priorities. Full details regarding the tender offer will be included in the tender offer statement to be filed with the SEC. With these actions in place, the company has taken measured steps to return excess capital to shareholders while maintaining a strong balance sheet and supporting long-term growth initiatives.

Now for our outlook. In the fourth quarter, we continue to anticipate revenue growth in our school reading events and Entertainment divisions, partly offset by lower year-over-year revenues in our Trade and International divisions, reflecting strong prior year comparisons when the publishing schedule benefited from the major hunger game release in the fourth quarter of fiscal 2025. We expect fiscal 2026 revenue to be approximately in line with prior year, reflecting strength in book fairs, offset by year-to-date softness in Education and strong prior year comps in Trade, as I just discussed.

On a full year basis, we have reaffirmed our outlook for fiscal 2026 adjusted EBITDA of $146 million to $156 million, which includes a partial year impact of approximately $14 million from the sale-leaseback transactions. As typical for our seasonal business, we expect a return to profitability in the fourth quarter following the seasonal operating loss in the third quarter. We remain focused on driving favorable operating margins as we continue to benefit from our lower cost structure. We have also reaffirmed our fiscal 2026 free cash flow outlook to exceed $430 million, reflecting the proceeds from the sale of our real estate assets as well as operating cash flow in excess of our CapEx and prepub needs.

As for the impact of tariffs, we continue to expect approximately $10 million of incremental tariff expense in our cost of product this fiscal year. We are closely following changes in policy and we'll provide additional details as needed once greater clarity emerges. Thank you for your time today.

I'll now turn the call back to Peter for his final remarks.

Thank you, Haji. In conclusion, we're pleased with our team's progress during the quarter to advance our strategic plan and execute another step in our capital allocation strategy, including quickly and efficiently returning excess cash to shareholders. As we look to quarter 4 and beyond, we continue to benefit from the strength of our global franchises, trusted brand and unique school-based channels while expanding the reach of our stories and characters to audiences. At the same time, we'll continue to reposition our education business for growth.

I'd like to thank our employees, authors, illustrators and creators for their dedication and hard work as well as our shareholders for their continued support. 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?

[Operator Instructions] And our first question comes from Brendan McCarthy with Sidoti & Company.

Just wanted to start off looking at the rest of the fiscal year and specifically the fourth quarter. Just achieving the flat revenue target for the full fiscal year, it looks like it implies roughly 2% growth in the fourth fiscal quarter compared to the prior year period. Just wanted to walk through some of the different factors at play there. I know that will exclude about $3 million in rental income in the quarter and also a challenging comparison in trade channel sales from the Hunger Games release in the fourth quarter of fiscal 2025. Just curious as to your confidence in achieving that 2% growth target for the quarter.

Brendan, it's Peter here. I think Book Fairs are the major factor that we see in the fourth quarter in terms of revenue growth. It's a big quarter for Book Fairs, and we've been doing very well. And all the initial indications that we've got so far are positive. So that's one of the key factors. We also, of course, have to take into account, as you mentioned, the trade timing issue that we do have to deal. So trade is not going to -- trade won't exceed the revenues that we got in the fourth quarter last year because of the big success of Sunrise on the Reaping.

The other factor is really in Education because we've been progressively closing the gap in Education against prior year. And we're anticipating that, that reduction that we have been seeing will be much less of an impact in the fourth quarter. And it's a big quarter for education. And it's been encouraging to see that in that segment that we've been doing progressively better each quarter. We actually performed on the bottom line better in the third quarter than we did in the same third quarter last year. And so we're anticipating that all the work that Jeff and everybody has been doing in education will begin to yield some results in the fourth quarter. So that's why we're feeling that we can be there or thereabouts on our revenues in for the year.

Understood. I appreciate the detail there. And in the Education Solutions business, I think it is great to see the magnitude of top line declines has been improving. It looks like in each quarter of this fiscal year. Can you talk about the sales pipeline in -- or for the fourth quarter as it relates to the different products being Summer Reading packages, supplemental materials and maybe the state or the state-sponsored programs as well?

Well, the -- I mean, in terms of the actual sales pipeline, we're obviously expecting to do well with Summer Reading because this is the quarter when a lot of that happens. And one of the great things that we've seen with our sales pipeline is that it's been improving each quarter. Quarter 2 is better than 1, 3 better than 2 and 4 looking better than 3. So we're -- that's where we expect to -- it's the Summer Reading. We're also expecting to do well with the knowledge library and with the book packs that we've been putting together that support signs of reading. And we've also got the usual -- for the fourth quarter, we've got good stuff in line for the books to home through the programs that we do with the various states.

Understood. And a similar question on the adjusted EBITDA guidance. It looks like you'll need about $80 million in adjusted EBITDA in Q4 to hit the guidance range for the full fiscal year. Again, I know there's an impact from the sale-leaseback transaction, $14 million for the full second half of the fiscal year. Any other factors there that give you confidence that you'll hit the guidance range?

Brendan, this is Haji. Yes. As we've noted in the script today, we definitely are seeing some favorability from our cost mitigation actions as we've been taking throughout the year. So that's why we feel very confident in the fourth quarter. And plus, as you know from watching us over the years, the fourth quarter is our second biggest performing quarter, and it's just a little bit more profitable because of all the cost actions that we've made throughout the year. So that's really why we're very confident about the fourth quarter from a profitability standpoint.

That's great. And looking at the Entertainment segment, it looks like solid revenue growth there year-over-year in the third fiscal quarter. Are you really starting to see the pickup in greenlighting activity flow through to preproduction and ultimately, the revenue?

Yes, we are. I mean we've had a number of, as it were, green lights, as we say, that have happened in the third quarter. We've just had a fairly significant one as it were green lit at the beginning of this week, sort of post closing for the third quarter. And that is -- that's looking good. I mean -- well, it's looking better than it was, put it that way. I think that we've seen the bottom of that sort of that entertainment market. We've talked to 1 or 2 other companies who are involved in entertainment. They're seeing pretty much the same sort of thing.

So I think we've turned -- that entertainment has turned the corner. It's not going to grow -- I mean, it's going to be a steady growth, but I think that the growth that we see now in that marketplace will sustain the revenues and activities and bottom line that we've baked into our fourth quarter and also set us up well for our financial year 2027.

That's great. And from an operating income perspective there in the Entertainment segment, are you looking for positive operating income in Q4? Or will that flow through in fiscal '27 maybe?

This is me again. We should see a little bit of profitability in the fourth quarter from them from an EBITDA basis.

Our next question comes from Drew Crum with B. Riley Securities.

Peter, just on the Book Fairs business, maybe to start, a few weeks into the current quarter, it sounds like you're pretty encouraged by what you're seeing, how the business is tracking. Any specific KPIs you can point to behind the confidence in the outlook?

Well, we've been -- I mean, we can -- first of all, the number of fairs, which is up. So that's good. Also, the revenue per fair is looking in line or better with what we were anticipating. And we've also been -- we've also had less cancellations than prior year. So those are all -- those are really the big 3 actually in terms of performance. So we're feeling good about that. And thankfully, this year, we -- any bad weather was during the time when there weren't very many Book Fairs. So compared to some other years, that's been a factor, but we've not really had that in our fairs this year. So things are looking promising.

Got it. Okay. And then maybe for Jeff or Haji, you guys narrowed the revenue guidance range for the year. It looks like, I don't know, $15 million to $25 million downgrade to the top end. Our interpretation is this is specific to the Education segment. Was it a shortfall in fiscal 3Q relative to your internal model? Is the business not tracking to your previous plan for fiscal 4Q? Or is it a combination of both factors? I thought you guys did a pretty nice job of narrowing the year-on-year decline. So that's the first part of the question. And then did I hear correctly that you expect that business to grow top line in fiscal '27?

Drew, it's Jeff Mathews here. Great question. So on the adjustment in the top line outlook, I want to be clear that we addressed -- we mentioned year-to-date Education results. The change in outlook was really more related to some of the dynamics we saw last quarter in trade. I'll let Haji talk about that. The -- we haven't -- as far as the fiscal '27 outlook for education, of course, we haven't provided guidance for next year. Our goal very much from the beginning has been to return this business to growth. We know that's its opportunity, and it's the mandate we have, the team and I have.

The -- we'll provide more outlook on that. But clearly, we're encouraged by the sequential improvements in the business. The cost savings that we've taken and restructuring very strategically have given us the runway to make some investment in the growth that we'll need to do for next year.

Haji, do you want to take the first part on guidance?

Yes. Yes. So on the trade business, as we mentioned before, we had a very strong fourth quarter with the Sunrise on the Reaping that came out. So we're dealing with that. But at the end of the day, we see other groups like Entertainment performing well in the fourth quarter. So that's why we are expecting some good news. And then you take the impact of the sale leaseback, if you back that out from an adjustment basis, I think that's about $6 million on the top line as well. The other organizations in terms of like Peter had mentioned earlier, we definitely see some strong performance in the CBG group, mainly fairs and I guess, a leveling off in the clubs business within that group.

Got it. Okay. And then maybe, Haji, one last one for you. I'm not sure you're going to answer this, but I'll try. The language you used for the 2 to 2.5x net leverage target being "longer term," how soon could we see the business reach that threshold?

Well, like I said before, we're definitely not going to jump in and go right up to day 2 or 2.5 on day 1. Right now, as you know, we were in a net cash position. But once we go into the tender, if we fully execute the tender, that would only put us right around a little bit under 1 on a net leverage turn. So we feel very comfortable with that number. Like I said, this is a very historical moment for Scholastic by just setting out targets in general. So I'm confident in our future and just making sure we continue to manage our balance sheet effectively.

One point I do want to mention just on that. We'll be seeing some working capital draw as well on our debt because the summary, as you know, we don't have a lot of revenue coming in because of our seasonality. So we would have to draw on that. So that would increase the leverage, but that's seasonal.

And this concludes our question-and-answer session. I will pass the call back to Peter Warwick for any closing remarks.

Well, thank you very much, and thank you to all of you for joining our call today. We appreciate your support. We'll continue to execute on our strategy to strengthen Scholastic's operating performance and create long-term value as we move through the end of fiscal 2026. So again, thank you all for your support, and goodbye.

Thank you. This concludes the conference. Thank you for your participation. You may now disconnect.

Good day, and thank you for standing by. Welcome to the Scholastic reports, Second Quarter, Fiscal Year 2026 Results. [Operator Instructions] Please be advised that today's conference is being recorded. [Operator Instructions] I would now like to hand the conference over to your speaker today, Jeffrey Mathews, Executive Vice President and Chief Growth Officer.

Hello, and welcome, everyone, to Scholastic's Fiscal 2026 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 posted the accompanying investor presentation on our IR website at investor.scholastic.com, which you may download now if you've 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 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, investor [email protected].

And now I'd like to turn the call over to Peter to begin this afternoon's presentation.

Thank you, Jeff. Good afternoon, everyone. Scholastic performed strongly in our important back-to-school season. We delivered 13% adjusted EBITDA growth in the second quarter and have affirmed our FY '26 earnings guidance after adjustments for the sale leasebacks that we closed yesterday, which were not assumed in our original guidance. I'll discuss this further in a moment, as well Hagi, who will provide the adjusted view based on these highly accretive transactions. In quarter 2, we also sustained our momentum with key strategic and financial initiatives, achieving major goals in our transformation to a more growth-focused shareholder-oriented company.

Before discussing quarter 2 results, I want to take a moment to review Scholastic's journey over the last 4 years.

Since the start of fiscal 2022, I've had the privilege of working with our new Board Chair, Iole Lucchese, to remake Scholastic with a singular purpose, realizing the power of our unmatched brand, IP channels and balance sheet for long-term growth and value creation. While significant opportunity and work remain I'm proud of the progress that we've made.

So first, we've refreshed our Board and leadership team. We've added 7 new independent directors with deep expertise in education, digital media and capital allocation. We've also appointed new leaders in each of our major segments and in key corporate functions, including Chief Financial Officer. These changes ensure the Board has the experience and perspectives needed to maximize Scholastic's long-term opportunity and value while bringing innovative thinking, sharper strategic focus, operating discipline and renewed accountability to our management.

Second, we've reorganized and reengineered our core businesses and overhead functions to better align with Scholastic's long-term growth opportunities, improve execution of our plan and unlock operational efficiencies. We unified our children's book group, bringing together our publishing and proprietary distribution channels to fully capitalize on Scholastic scale as the world's largest and only vertically integrated children's book publisher and distributor. We restructured education solutions to focus our product portfolio, strengthen go-to-market capabilities and reset our cost structure. We've also reorganized our international segment. At the same time, we significantly reduced costs in our shared services and overhead functions by eliminating redundancies, improving processes and reducing our real estate footprint.

Third, we've invested and expanded into highly strategic growth opportunities. The acquisition and integration of 9 Story Media Group further differentiates Scholastic as a global children's media, book and IP company with the ability to reach kids and families where they are today on screens as well as on the page. In addition, we've significantly scaled models and channels to tap new sources of corporate, philanthropic and state and local government funding for literacy generating over $300 million in revenue for our books and literacy solutions since fiscal 2022.

And fourth, we've implemented a disciplined and shareholder-focused approach to capital allocation. Since fiscal 2022, we have returned almost $500 million to shareholders through share repurchases and dividends, reducing our share count by approximately 25% at the same time, as we have invested in the opportunities that I've just described. This month, we crossed another major milestone with the closing of 2 successful sale leasebacks that have unlocked more than $400 million in net proceeds from our major nonoperating real estate assets. As a first step to deploy this incremental liquidity, our Board has increased our open market share repurchase authorization to $150 million.

Haji will speak later in the call about the financial impact of these highly accretive transactions and uses of proceeds. I want to be clear, though, the Board and I are absolutely committed to deploying this incremental cash in ways that create value for our shareholders, and our top opportunity is returning it efficiently to shareholders. In summary, carefully executed comprehensive changes over the past 4 years, positions Scholastic's organization, strategy and finances to better realize the value of its unique strengths that were built over the past century. That is our brand, our IP and our channels by growing profitably, delivering impact and value for our customers and driving returns for our owners. As we enter the second half of fiscal 2026, we remain focused on continuing this work.

Turning now to the second quarter results. The performance of our Children's Book Publishing and Distribution segment demonstrates the strength of Scholastic's proprietary school-based channels and the power of our major global franchises. School Book Fairs delivered another strong back-to-school season and remain a cornerstone of Scholastic's reach and engagement with kids, growth across key performance metrics that's fair counts, revenue per fair and e-wallet usage and lower cancellations underscore the unique strength and relevance of this beloved event-focused channel and its ability to spark excitement among students, families and educators. We continue to execute on initiatives to profitably grow fairs, expanding the addressable market, improving selling and marketing effectiveness, introducing new fair formats and advancing merchandising with strategic pricing optimization. These efforts are contributing to revenue per fair growth. We expect these positive trends to continue into the spring season as we build on the strong engagement we saw in the first half.

In Book Clubs, our smaller school channel, softer results reflect the continued evolution of classroom and teacher engagement patterns. We remain focused on key strategies, improving teacher engagement and increasing student participation to ensure clubs remain an accessible entry point into reading for kids and families. Trade Publishing delivered another strong quarter, underscoring the power of Scholastic's global franchises and our continued ability to bring compelling new content to readers across channels. Dave Pilkey's Dog Man: Big Jim Believes, the 14th book in the global phenomenon, debuted as the #1 best-selling title across adult and children's categories in the U.S. on November 11 and has already sold over 2 million copies in print. The book currently holds the #1 spot on the New York Times Graphic Books and Manga Best Seller list where titles from the series hold 3 of the top 5 positions. And per Circana Bookscan, 9 out of the top 10 kids graphic novels in November were Scholastic titles.

This spring, Pilkey's universe is expanding into the growing category of children's Manga with Captain Underpants: The First Epic Manga, illustrated by the acclaimed Manga artist, Motojiro. The new title and series capitalize on Scholastic's long-standing leadership in graphic novels and our role in helping children discover and deepen their love of reading. A new addition of Sunrise on the Reaping sustained momentum of the latest title in the Hunger Games series, which has sold almost 5 million copies since its March release, with anticipation building ahead of a film release next fall. Similarly, sales of the Harry Potter series benefited from the new interactive illustrated edition of The Goblet of Fire with fans gushing on social media about a new upcoming Harry Potter series on HBO currently expected in spring 2027.

The Wings of Fire series also delivered a breakout moment with Darkstalker, the first prequel, which became an instant bestseller. We're excited to build on this momentum with the 16th Wings of Fire book, the hybrid print in March, the first new installment in 4 years. And then later this month, with the graphic novel edition of the ninth book in the series Talons of Power. Our consistently high-performing series highlights Scholastic's unique ability to build enduring children stories, characters and franchises that grow with readers and extend across formats, channels and generations. We're moving forward to realize the strategic potential of the newly combined Children's Book Group which unifies editorial, marketing, distribution and merchandising to reach more kids through a programmatic and coordinated approach. As an example of what's now uniquely possible at Scholastic with this integrated approach, we just announced a comprehensive branding, publishing and distribution partnership with Mark Rober. The former NASA engineer who's highly popular CrunchLabs brand and YouTube channel reach more than 70 million subscribers, mostly kids. We look forward to sharing more about this partnership on future calls.

In Scholastic Entertainment, we continue to strengthen our position as a leading producer of high-quality children's content, expanding the reach and value of our IP. During the quarter, we began production on 3 premium animated series with major media partners, an encouraging sign of improving greenlight activity which we expect to continue to build into next year and to contribute to growth. We also see momentum across our development slate with a major project based on a long-standing Scholastic brand slated to launch in fiscal 2027. We hope to be able to announce more details of this soon.

Our digital channels, particularly YouTube and Scholastic TV also continued to scale, meeting kids where they are and expanding the discoverability and value of Scholastic IP. Across YouTube channels, engagement remains strong as kids and families discover and consume more and more stories on digital platforms. Since its September launch, Paris & Pups our new animated series in partnership with Paris Hilton has surpassed over 23 million views across all channels on the platform with steady weekly engagement as new episodes debut. We expect the potential of this franchise engagement to continue to grow ahead of the full 2026 launch of a global tie-in publishing program and of Playmates Toys, as well as emerging opportunities for long-form content.

One of the clearest proof points of our 360-degree strategy has been data on the impact of the iconic Scholastic red bar and branding. Since updating our YouTube channels at the end of August with the Scholastic brand identity, we have seen an immediate lift in visibility and audience engagement and now have more than 253 million views and over 2 million subscribers across all Scholastic channels. These results reinforce that the Scholastic red bar continues to be a meaningful differentiator of quality and reliability as families navigate an increasingly crowded digital landscape.

September's launch of Scholastic TV, our first Scholastic branded streaming platform has further demonstrated the power of our trusted brand and content. The app provides a curated kid-friendly destination for our shows. Early performance has been extremely strong with over 350,000 downloads, 3.5 million views and over 64 million minutes watched to date. This momentum reinforces Scholastic Entertainment outlook as an increasingly meaningful contributor to Scholastic's long-term earnings driven by both production revenue and our expanding digital footprint.

Now turning to Scholastic Education, where the strategic value of our reading, learning and literacy offerings, not only align with Scholastic's core strengths, but are essential to helping kids read and learn, which is at the center of Scholastic's mission and brand. As we discussed last quarter, we continue to navigate a challenging funding environment, again, in the second quarter as delayed federal disbursements and slower district decision cycles impacted near-term sales across the industry. That said, we've made meaningful progress focusing our product portfolio and refining our go-to-market approach. In quarter 2, our state and local literacy partnerships continue to perform solidly. Sales to schools and districts accelerated quarter-over-quarter.

Our magazines have outperformed other categories, reflecting their strong value and customer loyalty. We're also beginning to see growth in the sales pipeline for our second half. With our actions to restructure the organization and improve efficiencies, we were able to offset most of the impact of lower sales again last quarter. Looking ahead, especially at our important spring selling season, we remain cautiously optimistic the better execution, new products like knowledge library and spring disbursements of some federal funds will stabilize the top line while we benefit from lower costs. As I've said on prior calls, despite a challenging near-term environment, we remain very optimistic about the long-term strategic value and opportunity presented by this business.

In our International segment, we saw a strong performance across global markets from key franchises, including Dog Man. We continue to see opportunities in emerging markets like India and in other Asian countries and to capitalize on the growing demand for materials for English as a second language. Under refreshed leadership, the team remains focused on improving margins and positioning the business for long-term growth.

In summary, as we enter the second half of fiscal 2026, we're operating from a position of strength. The closing of our sale leaseback transactions and the resulting $400 million in liquidity reflect our commitment to disciplined shareholder-focused capital allocation. Combined with continued momentum across our core businesses and progress on our strategic initiatives, we believe Scholastic is well positioned to accelerate profitability, deliver long-term growth and deepen our impact on children, families and educators while creating lasting value for our shareholders. Thank you. I'll now turn the call over to Haji.

Thank you, Peter, and good afternoon, everyone. As usual, I will refer to our adjusted results for the second quarter, excluding onetime items unless otherwise indicated. Please refer to our press release tables and SEC filings for a complete discussion of onetime items. As Peter discussed earlier, second quarter results were solid reflecting strength and book fairs and momentum across our major global franchises. As a reminder, the second quarter represents one of Scholastic's seasonally more profitable periods as kids return to school and our school-based channels ramp up again.

Beginning with our consolidated financial results. In the second quarter, revenues increased 1% to $551.1 million Operating income improved to $95 million from $78.9 million in the prior year period, reflecting the company's cost-saving initiatives. Adjusted EBITDA was $122.5 million a significant improvement from $108.7 million a year ago. Net income was $66.3 million compared to $52 million in the prior year period. On a per diluted share basis, adjusted earnings increased to $2.57 compared to $1.82 last year.

Turning to our segment results. In the Children's Book Publishing and Distribution revenues for the second quarter increased 4% to $380.9 million, reflecting strong performance in book fairs and the strength of our major global franchises and trade. Segment adjusted operating profit improved to $108.8 million from $102.1 million in the prior year period. Book fair revenues were $242 million in the quarter, an increase of 5% driven by higher fair count and increased revenue per fair. We continue to expect higher fair count and revenue per fair to contribute to revenue growth in our Book Fairs business this fiscal year. Book Clubs revenue were $28.5 million in the quarter compared to $33.2 million a year ago, reflecting lower teacher sponsors. As a reminder, clubs is our smaller school-based channel. We anticipate these trends continuing in the spring season.

In our Trade Publishing division, revenues were $110.4 million in the second quarter, an increase of 7%. These results reflect strong performance of new publishing releases across our major global franchises, led by the 14th Dog Man title, which published in November, as Peter discussed. We remain optimistic about sustained momentum across our major global franchises and continue to expect trade to be in line with prior year on a full year basis. As a reminder, this year's publishing schedule is weighted more towards Q2 compared to last fiscal year, which benefited from a major Dog Man and Hunger Games releases in Q3 and in Q4.

Turning to our Entertainment segment. Revenues increased by $1.7 million to $15.1 million compared to $16.8 million in the prior year, primarily driven by fewer episode deliveries in line with expectations. As Peter discussed, we remain encouraged by recent green light momentum and are positioned for renewed growth in the second half of fiscal 2026. And in fiscal 2027, particularly, reflecting revenue recognition typical of media development and production. Segment adjusted operating loss was $3.6 million, an improvement of $0.3 million from prior year quarter.

Turning to Scholastic Education, segment revenues were $62.2 million in the second quarter versus $71.2 million in the prior year period, reflecting lower spending on supplemental curriculum products. Segment adjusted operating loss was $1.3 million in the second quarter compared to a loss of $0.5 million in the prior year period, reflecting lower gross profit mostly offset by cost reductions from reorganization initiatives and ongoing cost management. As Peter discussed, we continue to experience near-term funding volatility in this segment though we expect year-over-year declines to moderate in the second half based on an improving sales pipeline, new products and improved execution. Ahead of an expected market recovery we continue to target improved profitability in the second half of the year.

International segment revenues were $89.5 million in the second quarter, up from $86.7 million a year ago. Excluding the $0.5 million year-over-year impact of favorable foreign currency exchange, segment revenues were up $3.3 million, primarily driven by the new Dog Man title as well as new additions across other major franchises. Segment adjusted operating income improved to $12.8 million compared to $7.1 million in the prior year period, reflecting higher revenues and operational efficiencies. We continue to expect modest declines in revenues and profitability in this segment following strong trade performance in fiscal 2025, as I just discussed. Unallocated overhead costs decreased by $4.2 million to $21.7 million in the second quarter, primarily driven by lower employee expenses from cost reduction initiatives.

Now turning to cash flow and the balance sheet. As a reminder, our free cash flow and net debt at the quarter end do not reflect the cash proceeds from the sale-leaseback transactions, which closed in our third quarter and that I will discuss momentarily. In the quarter, net cash provided by operating activities were $73.2 million compared to $71.2 million in the prior year period primarily related to lower operating expenditures and timing of payments, partially offset by higher severance-related payments as part of the cost-saving initiatives. Free cash flow in the second quarter was $59.2 million compared to $42.4 million in the prior year period, reflecting lower payments of film-related obligations and higher cash flows from operations in the current period.

At the quarter end, the company had borrowings of $235 million under its unsecured revolving credit facility. Net debt was $186.6 million compared to net debt of $136.6 million at the end of fiscal 2025, primarily driven by operational working capital needs. Consistent with our capital allocation priorities, we continue to return excess cash to shareholders. Through our regular dividend, the company distributed $5.1 million in the second quarter. As announced earlier today, we closed 2 sale leaseback transactions of our owned real estate in New York City and our Jefferson City distribution centers. We expect the net cash proceeds of over $400 million to be used in line with our capital allocation priorities, which includes share repurchases.

As Peter noted, our top priority is returning incremental cash to shareholders, something we've demonstrated a strong track record of doing over the last 4 years. Our first step to return excess capital to shareholders is reflected in the Board's decision to expand our open market share repurchase authorization to $150 million. The company expects to continue purchasing shares from time to time as conditions allow on the open market or negotiated private transactions for the foreseeable future. Beyond initially paying down the credit facility, and moving forward with our current $150 million open market repurchase authorization, we are exploring additional means to efficiently return excess cash to shareholders and to return to moderate leverage levels. consistent with our recent levels while preserving a strong and flexible balance sheet.

Now for our outlook for the remainder of the year. Looking ahead to the second half of the year, we anticipate revenue growth in School Reading Events and Entertainment divisions, partly offset by modestly lower year-over-year revenues in Trade and in International versus a strong prior year comparison when the publishing schedule benefited from major releases in the second half of fiscal 2025. Reflecting strength in children's book group, partially offset by lower sales in Education Solutions in the first half of fiscal 2026, we now expect fiscal 2026 revenues to be level with or slightly above the prior year.

More broadly, we remain focused on driving favorable operating margins as we benefit from our lower cost structure. As for the impact of tariffs, we are closely following changes in policy and continue to expect approximately $10 million of incremental tariff expense and our cost of product this fiscal year. On a full year basis, we have affirmed our outlook for fiscal 2026 adjusted EBITDA and free cash flow before the impact of the sale-leaseback transactions, which closed in our third quarter.

Adjusting for partial year impact of the highly accretive transactions, our outlook for adjusted EBITDA is now $146 million to $156 million, which includes a partial year impact of approximately $14 million. In our smaller third quarter, we anticipate a higher seasonal operating loss followed by profitable gains in Q4. For our fiscal 2026 free cash flow outlook, which was previously $30 million to $40 million, we now forecast free cash flow to exceed $430 million, reflecting the proceeds from the sale of our real estate assets. Please see today's earnings presentation for a reconciliation of the estimated partial year and pro forma full year impact of the sale leaseback transaction on the company's guidance. Thank you for your time today. I'll now hand the call back to Peter for his final remarks.

Thank you, Haji. In fiscal 2026, Scholastic continues to make good progress. Building on the momentum we've generated since fiscal 2022 to reinforce our foundations for growth, value and shareholder returns. As I said at the start of the call, we've refreshed our Board and leadership team. We've reorganized and reengineered our core businesses and functions while advancing strategic growth opportunities, and we've carefully allocated capital with a view toward driving shareholder returns, including returning nearly $500 million to our shareholders.

We're optimistic about the outlook for our portfolio of businesses for the remainder of the year and over the long term. We also have a very attractive opportunity to repurchase shares using proceeds from our successful sale-leaseback transactions, beginning with $150 million open market authorization. We look forward to updating you on additional actions as we implement them. I'd like to close by thanking Scholastic's employees for their dedication and passion serving kids and customers as well as our shareholders for their continued support. Thank you all very much. Let me now turn the call over to Jeff.

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

[Operator Instructions] And our first question comes from Brendan McCarthy with Sidoti & Company.

Congratulations on the quarter and the real estate transaction closing.

Thank you, Brendan.

Yes, just wanted to start on the use of proceeds. Can you provide any color or timing around how we can think about that $80 million increase in the buyback authorization. I know it looks like historically, you've taken out about 8% of shares outstanding on a fiscal year basis. What might that look like going forward?

Well, I mean, we -- the first -- what we've announced is the first step. I mean, because of the very successful and highly accretive sale leaseback transaction, the first thing which we have done and which the Board is authorized is to increase our open market share buyback. That's first step. Let me hand over to Haji and he can talk a little bit more about how we're thinking about it going forward.

Thanks, Peter. So roughly, what we're seeing right now is that the sale -- the share repurchase program that we currently have will allow us to get into the market soon to continue to focus on returning cash to shareholders. As we mentioned in the call, over the last 4 years, we did over $500 million return to our shareholders, and we're going to continue to do that. We definitely feel that our shares are undervalued right now. And so we're definitely going to go into the market. And we're contemplating things with our Board to figure out other ways of doing things to help bring more money to our shareholders. Hopefully, that answers your question.

That's helpful. And I believe you mentioned you are targeting paying down a large portion of the credit facility?

Yes. I mean -- yes, exactly since it is an open line of credit for us, we can pay that down. We have to -- it's repriced every month, so we'll probably most likely pay that down. And then if we need it, we'll definitely continue to do what we need to do as an organization from a short-term repayment. Our goal is to return to more moderate levels of debt or moderate levels of leverage like we've done over the last few years.

And as far as debt-to-EBITDA target, what's the moderate level of leverage?

I mean, historically, we've been right around 1.75, roughly.

Got it. That's helpful. And on the new guidance, specifically the top line revenue, can you walk us through the changes there. So that obviously excludes the rental income at this point. Are there any other changes baked into that lower revenue number?

Yes. And Peter mentioned this earlier on in his part of the discussion today. We're seeing the education business continuing to deal with the softness because of funding while we also know that in the second half, we're going to see some uplift based on funds being released in the second half. And our sales pipeline is starting to be a lot better. But that was one of the reasons we saw the softness from the education group. We still expect to see growth in fairs to help offset that as we are looking at our fair count. We're projecting to do 92,000 fairs this year compared to almost 90,000 last year. And then also RPS continues to be strong. But those are the things that are causing us to deal with the second half uptick in our numbers. A bunch of puts and takes.

Understood. Yes, understood. And regarding trade channel sales, obviously a really strong year for content last fiscal year, tough comparison this year. Is it still expected to be flat to moderately lower for fiscal '26 trade channel sales?

Yes. Trade channel sales absolutely is going to be in line with last year as we anticipated. We did -- as you know, last year, we had the launch of the Dog Man in Q3 versus this year in Q2. And on top of that, we did have the Hunger Games in Q4 last year. So -- but ultimately, we're still getting the nice tailwinds from all of those major franchises, as you can see from our results in the first half of the year.

Absolutely, absolutely. And looking at book fairs, were you surprised at all to see the strong results there or are you seeing anything regarding consumer spending that might give you pause for the rest of the year?

Yes, I'm going to turn that over to Peter, if you don't mind.

No, it's been -- I mean, really, it's -- the trends that we saw last year are really pretty much continuing, which is to say that bookings are good. Cancellations are down and revenue per fair is up. What we're seeing is that in some of the fairs that there -- as we saw last year, that there is a somewhat smaller number of kids who are actually buying but those kids that are buying significantly more, and that's what's driving up the revenue per fair. So I think that's the -- we're not seeing anything that's in any way different, actually, from what we saw last year. We're assuming that there is some sort of reflection of the overall economy here. But I -- but thankfully, we've been able to manage that pretty well through just been, I think, very effective, very efficient. We've got great book selection and marketing and those kinds of things. So we're actually -- the book fair people are feeling pretty good about the spring. So that's very encouraging.

That's good and moving to Education Solutions, obviously, it's been a tough year so far for that segment. But it looks like despite the revenue decline, I think I saw segment adjusted EBITDA was about flat year-over-year in the second quarter. So you've obviously done well taking costs out of that business. And do you still see much more room there to take cost out of that segment?

Well, we've taken significant costs out, which really is reflective of what the current state of the market is. What we now need to be able to do is to prepare for regrowing that business to the size that it has been in the past. That's something which almost all educational publishers and especially those who are involved in supplementary publishing like ourselves are having to do. I mean I think we've done a really good job, I think, and very quickly adjusting to what we can do. And I think as the market recovers, what it means is that more of the -- more cents per dollar is actually going to land on our bottom line.

That makes sense. And with one -- the first -- the fall season of the school year behind us is there -- yes, are you more optimistic heading into the spring season? How can we kind of think about that education season resumes?

Yes, I think I'm more optimistic in the sense that I think we've stabilized the business. We've got it rightsized. We can see that we're dealing with a tough situation just like everybody else as well. But I mean the quarter 4 is -- and the spring tends to be a time when there's significant spending ahead of summer for summer reading and for materials for the next academic year. So our whole approach has been to get this behind us, deal with this thing as quickly as possible so that we can get to a good situation so that as the season -- just the seasonal market, i.e., with purchasing in the spring.

And as we hope there's more opportunities, more federal funding being dispersed as well, we expect in the spring that we'll be able to benefit from that. We'll see that our overall educational as it were sales are going to be more second half loaded than we originally anticipated in our first budget. And that will -- we've got ourselves in a good position to build and grow and move forward as the market improves. I think the stronger margins is something which are -- which is really good for us at the moment.

Our next question comes from Drew Crum with B. Riley Securities.

Okay. I want to go back to the question on uses of cash. I think you addressed this on several occasions in your preamble is of top priority in terms of deploying the cash. Can you address how dividends play into that? I don't think you guys have paid a special dividend through the years and the quarterly dividend payout has been relatively flat over the last several years. So I just want to get some additional color around that. And then I have a follow-up.

Yes. Our goal is to return capital as efficiently as possible. And as you mentioned, the dividend, yes we have been consistent with our dividend payout, which is about $0.20 per share over the last few years. On an average quarter, that's about $5 million, so around an average of $20 million per year. We're continuing to build enduring more value from the organization. But ultimately, it's about investing in our shares.

Okay. And then Haji, just looking at the second half guidance, if I back out the SLB transactions, it would suggest at least using the midpoint of the ranges would suggest that adjusted EBITDA declines year-on-year. Just want to make sure that's correct. And if so, what is driving the decline?

No, I think -- I don't think there's a decline. If you adjust prior year FY '25 with the numbers you will still show growth provided that -- we provided that in the press release.

This concludes our Q&A. I will pass the call back to management for any closing remarks.

Well, thank you very much, operator. And look, I'd just like to thank our employees and shareholders as well as our authors, illustrators, educators, all those who are essential to our success. And of course, all of us here wish you all a very happy and healthy holiday season. Goodbye.

Thank you. Ladies and gentlemen, this concludes today's conference call. Thank you for participating, and you may now disconnect.