☒ |
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
☐ |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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New York
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13-5593032
|
|
State or other jurisdiction of incorporation or organization
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I.R.S. Employer Identification No.
|
|
111 River Street, Hoboken, NJ
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07030
|
|
Address of principal executive offices
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Zip Code
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(201) 748-6000
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Registrant’s telephone number including area code
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Securities registered pursuant to Section 12(b) of the Act:
Title of each class
|
Trading Symbol
|
Name of each exchange on which registered
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Class A Common Stock, par value $1.00 per share
|
JW.A
|
New York Stock Exchange
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Class B Common Stock, par value $1.00 per share
|
JW.B
|
New York Stock Exchange
|
Securities registered pursuant to Section 12(g) of the Act:
|
||
None
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Large accelerated filer ☒
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Accelerated filer ☐
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Non-accelerated filer ☐
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Smaller reporting company ☐
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Emerging growth company ☐
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PART I
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PAGE
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Business
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4
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Risk Factors
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13
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Unresolved Staff Comments
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20
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Properties
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21
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Legal Proceedings
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21
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Mine Safety Disclosures
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21
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22
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PART II
|
||
Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
|
23
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|
Selected Financial Data
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24
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Management’s Discussion and Analysis of Financial Condition and Results of Operations
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25
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|
Quantitative and Qualitative Disclosures About Market Risk
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45
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Financial Statements and Supplementary Data
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47
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Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
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99
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Controls and Procedures
|
99
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Other Information
|
99
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PART III
|
||
Directors, Executive Officers and Corporate Governance
|
100
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Executive Compensation
|
100
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Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|
100
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Certain Relationships and Related Transactions, and Director Independence
|
101
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Principal Accounting Fees and Services
|
101
|
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PART IV
|
||
Exhibits, Financial Statement Schedules
|
102
|
|
Form 10-K Summary
|
103
|
|
105
|
•
|
Adjusted Earnings Per Share “(Adjusted EPS)”;
|
•
|
Free Cash Flow less Product Development Spending;
|
•
|
Adjusted Revenue;
|
•
|
Adjusted Operating Income and margin;
|
•
|
Adjusted Contribution to Profit and margin;
|
•
|
EBITDA and Adjusted EBITDA and margin;
|
•
|
Organic revenue; and
|
•
|
Results on a constant currency basis.
|
•
|
Adjusted EPS, Adjusted Revenue, Adjusted Operating Income, Adjusted Contribution to Profit, Adjusted EBITDA, and organic revenue provide a more comparable basis to analyze operating results and earnings and are measures commonly used by shareholders to measure our performance.
|
•
|
Free Cash Flow less Product Development Spending helps assess our ability, over the long term, to create value for our shareholders as it represents cash available to repay debt, pay common stock dividends and fund share repurchases and acquisitions.
|
•
|
Results on a constant currency basis removes distortion from the effects of foreign currency movements to provide better comparability of our business trends from period to period. We measure our performance before the impact of foreign currency (or at “constant currency”), which means that we apply the same foreign currency exchange rates for the current and equivalent prior period.
|
•
|
driving volume growth from existing journal and book brands and titles, as well as learning services related to education and professional development;
|
•
|
developing new journal titles or through publishing partnerships;
|
•
|
developing new products and services for existing university partners, as well as signing new online program management partners;
|
•
|
making technology and content acquisitions that complement our existing businesses;
|
•
|
designing and implementing new methods of delivering products to our customers; and
|
•
|
the development of new products and services.
|
• |
Research Publishing & Platforms;
|
• |
Academic & Professional Learning; and
|
• |
Education Services.
|
•
|
Journal Subscriptions;
|
•
|
Licensing, Reprints, Backfiles and Other; and
|
•
|
Open Access and Comprehensive Agreements
|
•
|
Education and STM Publishing;
|
•
|
Digital Courseware;
|
•
|
Test Preparation and Certification; and
|
•
|
Licensing and Other.
|
•
|
Professional Publishing;
|
•
|
Licensing and Other;
|
•
|
Corporate Training - Professional Assessment; and
|
•
|
Corporate Training - Corporate Learning.
|
•
|
declines in print book sales due to indefinite closings of retail bookstores and the temporary prioritization of essential goods by online retailers;
|
•
|
declines in businesses that rely on in-person engagement, primarily test prep and corporate training;
|
•
|
delays in signing annual journal subscription agreements in certain parts of Europe and Asia due to challenges of remote selling and university disruption;
|
•
|
delays in customer payments due to widespread disruption and pervasive cash conservation behaviors in the face of uncertainty;
|
•
|
reduced student demand for continuing education which impacted our undergraduate and masters online program management programs, due to funding constraints related to loss of employment and/or lack of interest in pursuing education during a period of uncertainty; and
|
•
|
lower demand for early career technology talent due to client constraints including, the closure of corporate offices, staffing uncertainty, internal contractor hiring restrictions or financial constraints.
|
•
|
actual or anticipated changes in our consolidated operating results;
|
•
|
variances between actual consolidated operating results and the expectations of securities analysts, investors and the financial community;
|
•
|
changes in financial estimates by us or by any securities analysts who might cover our stock;
|
•
|
conditions or trends in our industry, the stock market or the economy;
|
•
|
the level of demand for our stock, the stock market price and volume fluctuations of comparable companies;
|
•
|
announcements by us or our competitors of new product or service offerings, significant acquisitions, strategic partnerships or divestitures;
|
•
|
announcements of investigations or regulatory scrutiny of our operations or lawsuits filed against us;
|
•
|
capital commitments;
|
•
|
investors’ general perception of the Company and our business;
|
•
|
recruitment or departure of key personnel; and
|
•
|
sales of our common stock, including sales by our directors and officers or specific stockholders.
|
Location
|
Purpose
|
Owned or Leased
|
Approx. Sq. Ft.
|
|||
United States:
|
||||||
New Jersey
|
Corporate Headquarters
|
Leased
|
294,000
|
|||
Office
|
Leased
|
185,000
|
||||
Indiana
|
Office
|
Leased
|
42,000
|
|||
California
|
Offices
|
Leased
|
21,000
|
|||
Massachusetts
|
Office
|
Leased
|
26,000
|
|||
Illinois
|
Office
|
Leased
|
52,000
|
|||
Florida
|
Office
|
Leased
|
58,000
|
|||
Minnesota
|
Office
|
Leased
|
28,000
|
|||
Texas
|
Office
|
Leased
|
11,000
|
|||
Kentucky
|
Office
|
Leased
|
47,000
|
|||
International:
|
||||||
Australia
|
Offices
|
Leased
|
34,000
|
|||
Canada
|
Office
|
Leased
|
13,000
|
|||
England
|
Distribution Centers
|
Leased
|
298,000
|
|||
Offices
|
Leased
|
102,000
|
||||
Offices
|
Owned
|
70,000
|
||||
France
|
Offices
|
Leased
|
36,000
|
|||
Germany
|
Office
|
Owned
|
104,000
|
|||
Office
|
Leased
|
18,000
|
||||
Jordan
|
Office
|
Leased
|
24,000
|
|||
Singapore
|
Office
|
Leased
|
35,000
|
|||
Russia
|
Office
|
Leased
|
27,000
|
|||
China
|
Office
|
Leased
|
18,000
|
|||
India
|
Distribution Centers
|
Leased
|
12,000
|
|||
Office
|
Leased
|
25,000
|
||||
Greece
|
Office
|
Leased
|
16,000
|
|||
Brazil
|
Office
|
Leased
|
12,000
|
|||
Sri Lanka
|
Office
|
Leased
|
32,000
|
Name, Current and Former Positions
|
Age
|
First Elected to
Current Position
|
||
BRIAN A. NAPACK
|
58
|
December 2017
|
||
President and Chief Executive Officer and Director
|
||||
March 2012 – Senior Advisor, Providence Equity Partners LLC
|
||||
JOHN A. KRITZMACHER
|
59
|
July 2013
(EVP, CFO)
June 2020
(Interim CAO)
|
||
Executive Vice President, Chief Financial Officer, and Interim Chief Accounting Officer
|
||||
October 2012 – Senior Vice President of Business Operations, Organizational Planning & Structure at WebMD Health Corp
|
||||
MATTHEW S. KISSNER
|
66
|
February 2019
|
||
Executive Vice President, Group Executive
|
||||
December 2017 – Chairman of Company's Board of Directors
|
||||
May 2017 – Interim Chief Executive Officer of the Company
|
||||
October 2015 – Chairman of Company's Board of Directors
|
||||
DEIRDRE SILVER
|
52
|
February 2020
|
||
Executive Vice President, General Counsel
|
||||
August 2015 – Associate General Counsel, Senior Vice President of Legal, Research
|
||||
JUDY VERSES
|
63
|
October 2016
|
||
Executive Vice President, Research
|
||||
October 2011 – President – Global Enterprise and Education, Rosetta Stone Inc.
|
||||
KEVIN MONACO
|
56
|
October 2018
|
||
Senior Vice President, Treasurer and Tax
|
||||
October 2009 – SVP, Finance, Treasurer and Investor Relations, Coty Inc.
|
||||
AREF MATIN
|
61
|
May 2018
|
||
Executive Vice President, Chief Technology Officer
|
||||
February 2015 – Executive Vice President, Chief Technology Officer, Ascend Learning
|
||||
July 2012 – Executive Vice President, Chief Technology Officer, Pearson Learning Technologies & Pearson Higher Education
|
||||
MATTHEW LEAVY
|
52
|
September 2019
|
||
Executive Vice President and General Manager, Educational Publishing
|
||||
September 2018 – SVP, Business Development
|
||||
January 2018 – Principal Leavy Consulting LLC
|
||||
August 2013 – Managing Director Global Managed Services, Pearson plc
|
||||
DANIELLE MCMAHAN
|
45
|
November 2019
|
||
Executive Vice President, Chief People Officer
|
||||
June 2017 – Chief Human Resources Officer, York Risk Services Group
|
||||
July 2014 – VP, Global Talent, American Express
|
||||
|
Total Number
of Shares Purchased
|
Average Price
Paid Per Share
|
Total Number
of Shares Purchased
as Part of a Publicly
Announced Program
|
Maximum Number
of Shares that
May be Purchased
Under the Program
|
Maximum Dollar Value
of Shares that
May Yet be Purchased
Under Additional Plans
or Programs
(Dollars in millions)
|
|||||||||||||||
February 2020
|
—
|
$
|
—
|
—
|
1,131,758
|
|||||||||||||||
March 2020
|
325,000
|
35.66
|
325,000
|
806,758
|
$
|
$200
|
||||||||||||||
April 2020
|
—
|
—
|
—
|
806,758
|
$
|
$200
|
||||||||||||||
Total
|
325,000
|
$
|
35.66
|
325,000
|
806,758
|
$
|
$200
|
|
For the Years Ended April 30, (a)(b)(c)
|
|||||||||||||||||||
Dollars (in millions, except per share data)
|
2020
|
2019
|
2018
|
2017
|
2016
|
|||||||||||||||
Revenue, net
|
$
|
1,831.5
|
$
|
1,800.1
|
$
|
1,796.1
|
$
|
1,718.5
|
$
|
1,727.0
|
||||||||||
Impairment of goodwill and intangible assets (d)
|
202.3
|
—
|
3.6
|
—
|
—
|
|||||||||||||||
Operating (Loss) Income (e)
|
(54.3
|
)
|
224.0
|
231.5
|
211.5
|
188.1
|
||||||||||||||
Net (Loss) Income
|
(74.3
|
)
|
168.3
|
192.2
|
113.6
|
145.8
|
||||||||||||||
Working Capital (f)
|
(312.3
|
)
|
(379.8
|
)
|
(394.3
|
)
|
(428.1
|
)
|
(111.1
|
)
|
||||||||||
Contract Liabilities in Working Capital (f)
|
(520.2
|
)
|
(519.1
|
)
|
(486.4
|
)
|
(436.2
|
)
|
(426.5
|
)
|
||||||||||
Total Assets
|
3,168.8
|
2,948.8
|
2,839.5
|
2,606.2
|
2,921.1
|
|||||||||||||||
Long-Term Debt
|
765.7
|
478.8
|
360.0
|
365.0
|
605.0
|
|||||||||||||||
Shareholders' Equity
|
933.6
|
1,181.3
|
1,190.6
|
1,003.1
|
1,037.1
|
|||||||||||||||
Per Share Data
|
||||||||||||||||||||
(Loss) Earnings Per Share
|
||||||||||||||||||||
Basic
|
$
|
(1.32
|
)
|
$
|
2.94
|
$
|
3.37
|
$
|
1.98
|
$
|
2.51
|
|||||||||
Diluted
|
$
|
(1.32
|
)
|
$
|
2.91
|
$
|
3.32
|
$
|
1.95
|
$
|
2.48
|
|||||||||
Cash Dividends
|
||||||||||||||||||||
Class A Common
|
$
|
1.36
|
$
|
1.32
|
$
|
1.28
|
$
|
1.24
|
$
|
1.20
|
||||||||||
Class B Common
|
$
|
1.36
|
$
|
1.32
|
$
|
1.28
|
$
|
1.24
|
$
|
1.20
|
(a)
|
See Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” for a discussion of the factors that contributed to our consolidated operating results for the three years ended April 30, 2020.
|
(b)
|
On May 1, 2018, we adopted the U.S. accounting standard regarding revenue recognition ("Topic 606," or "ASC 606"). The adoption of Topic 606 did not have a material impact to our consolidated results of operations.
|
(c)
|
On May 1, 2019, we adopted the U.S. accounting standard regarding leases (“Topic 842”) which required us to recognize a right-of-use asset (“ROU”) and lease liability for all leases with terms of more than 12 months and provide enhanced disclosures. Refer to Note 2, " Summary of Significant Accounting Policies, Recently Issued, and Recently Adopted Accounting Standards," in the Notes to Consolidated Financial Statements for more information.
|
(d)
|
During the fourth quarter of fiscal year 2020, we recorded non-cash charges for impairment of goodwill and intangible assets totaling $202.3 million. See Note 11, “Goodwill and Intangible Assets,” for further discussion of our goodwill and identifiable intangible assets.
|
(e)
|
Due to the retrospective adoption on May 1, 2018 of Accounting Standards Update (“ASU”) 2017-07, “Compensation—Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost,” total net benefits (costs) of $8.1 million and $(5.3) million related to the non-service components of defined benefit and other post-employment benefit plans were reclassified from Operating and Administrative Expenses to Interest and Other Income for the years ended April 30, 2018 and 2017, respectively. Total net benefits related to the non-service components of defined benefit and other post-employment benefit plans were $8.8 million for the year ended April 30, 2019.
|
(f)
|
The primary driver of the negative working capital is unearned contract liabilities related to subscriptions for which cash has been collected in advance. Cash received in advance for subscriptions is used by us for a number of purposes including funding: acquisitions, debt repayments, operations, dividend payments, and purchasing treasury shares. The contract liabilities will be recognized as income when the products are shipped or made available online to the customers over the term of the subscription period.
|
• |
On June 25, 2020, our Board of Directors declared a quarterly dividend of $0.3425 per share, or approximately $19.1 million, on our Class A and Class B Common Stock. The dividend is payable on July 22, 2020 to shareholders of record on July 7, 2020.
|
• |
In March 2020, the global economy experienced a sudden and unprecedented downturn due to the COVID-19 pandemic. Wiley’s financial position is fundamentally strong, and we will continue to benefit from our leadership positions in research and education. However, the global isolation measures aimed at halting the COVID-19 spread had a significant impact on fourth quarter results, including the following:
|
• |
declines in print book sales due to indefinite closings of retail bookstores and the temporary prioritization of essential goods by online retailers;
|
• |
declines in businesses that rely on in-person engagement, primarily test prep and corporate training;
|
• |
delays in signing annual journal subscription agreements in certain parts of Europe and Asia due to challenges of remote selling and university disruption;
|
• |
delays in customer payments due to widespread disruption and pervasive cash conservation behaviors in the face of uncertainty;
|
• |
reduced student demand for continuing education which impacted our undergraduate and masters online program management programs, due to funding constraints related to loss of employment and/or lack of interest in pursuing education during a period of uncertainty; and
|
• |
lower demand for early career technology talent due to client constraints including, the closure of corporate offices, staffing uncertainty, internal contractor hiring restrictions or financial constraints.
|
• |
GAAP Results: Revenue of $474.6 million, a decrease of 3%, and Diluted Loss per Share of $2.83;
|
• |
Non-GAAP Adjusted Results on a constant currency basis: Adjusted Revenue decreased 2%, and Adjusted EPS decreased 44%;
|
• |
We recorded non-cash charges for impairment of goodwill and intangible assets totaling $202.3 million. This impairment does not result in any future cash expenditures, impact liquidity, affect the ongoing business or financial performance of Wiley, or impact compliance with our debt covenants. See Note 11, “Goodwill and Intangible Assets,” for further discussion of our goodwill and identifiable intangible assets.
|
• |
On April 1, 2020, we completed the acquisition of Bio-Rad Laboratories Inc.’s Informatics products including the company’s spectroscopy software and spectral databases (“Informatics”). The results of Informatics are included in our Research Publishing & Platforms segment results.
|
• |
On March 2, 2020, we completed the acquisition of Madgex, a market-leading provider of advanced job board software and career center services. The results of Madgex are included in our Research Publishing & Platforms segment results.
|
• |
We added four new university partners in the quarter: Drake University in Iowa, University of Iowa, Methodist University in North Carolina and Point University in Georgia.
|
• |
an increase of $74.9 million in the Education Services business, including contributions from Learning House, which was acquired in November 2018, and mthree, which was acquired in January 2020; and
|
• |
an increase of $21.0 million in the Research Publishing & Platforms business.
|
2020
|
2019
|
||||
Effective tax rate as reported
|
(17.7)%
|
21.0%
|
|||
Impairment of goodwill and intangible assets
|
42.3%
|
—
|
|||
Tax effect from other unusual items
|
(3.1)%
|
—
|
|||
State tax adjustment in 2019
|
—
|
1.3%
|
|||
Deferred tax from the Tax Act Rate Change
|
—
|
(0.1)%
|
|||
Effective tax rate excluding the items listed above in each year
|
21.5%
|
22.2%
|
|
2020
|
2019
|
||||||
U.S. GAAP (LOSS) EARNINGS PER SHARE
|
$
|
(1.32
|
)
|
$
|
2.91
|
|||
Adjustments:
|
||||||||
Impairment of goodwill
|
1.94
|
—
|
||||||
Impairment of Blackwell trade name
|
1.31
|
—
|
||||||
Impairment of developed technology intangible
|
0.04
|
—
|
||||||
Restructuring and related charges
|
0.43
|
0.04
|
||||||
Foreign exchange losses on intercompany transactions
|
0.02
|
0.06
|
||||||
Impact of change in certain International tax rates in 2020 and US state tax rates in 2019
|
(0.03
|
)
|
(0.05
|
)
|
||||
EPS impact of using weighted-average dilutive shares for adjusted EPS calculation (1)
|
0.01
|
—
|
||||||
Non-GAAP Adjusted EPS
|
$
|
2.40
|
$
|
2.96
|
(1) |
Represents the impact of using diluted weighted-average number of common shares outstanding (56.7 million shares for the year ended April 30, 2020) included in the Non-U.S. GAAP adjusted EPS calculation in order to apply the dilutive impact on adjusted net income due to the effect of unvested restricted stock units and other stock awards. This impact occurs when a U.S. GAAP net loss is reported and the effect of using dilutive shares is antidilutive.
|
|
Year Ended
April 30,
|
% Change
Favorable
|
Constant Currency
% Change
Favorable
|
|||||||||||||
RESEARCH PUBLISHING & PLATFORMS:
|
2020
|
2019
|
(Unfavorable)
|
(Unfavorable)
|
||||||||||||
Revenue:
|
||||||||||||||||
Research Publishing
|
$
|
908,952
|
$
|
903,249
|
1
|
%
|
2
|
%
|
||||||||
Research Platforms
|
39,887
|
35,968
|
11
|
%
|
11
|
%
|
||||||||||
Total Research Publishing & Platforms Revenue
|
948,839
|
939,217
|
1
|
%
|
2
|
%
|
||||||||||
Cost of Sales
|
255,696
|
254,560
|
—
|
(2
|
)%
|
|||||||||||
Operating Expenses
|
398,514
|
395,670
|
(1
|
)%
|
(2
|
)%
|
||||||||||
Amortization of Intangibles
|
29,276
|
28,102
|
(4
|
)%
|
(6
|
)%
|
||||||||||
Impairment of Intangible Assets (see Note 11)
|
92,348
|
—
|
100
|
%
|
100
|
%
|
||||||||||
Restructuring Charges (see Note 7)
|
3,886
|
1,131
|
#
|
#
|
||||||||||||
Contribution to Profit
|
169,119
|
259,754
|
(35
|
)%
|
(35
|
)%
|
||||||||||
Impairment of Intangible Assets (see Note 11)
|
92,348
|
—
|
||||||||||||||
Restructuring Charges (see Note 7)
|
3,886
|
1,131
|
||||||||||||||
Adjusted Contribution to Profit
|
265,353
|
260,885
|
2
|
%
|
2
|
%
|
||||||||||
Depreciation and Amortization
|
69,495
|
60,889
|
||||||||||||||
Adjusted EBITDA
|
$
|
334,848
|
$
|
321,774
|
4
|
%
|
4
|
%
|
||||||||
Adjusted EBITDA Margin
|
35.3
|
%
|
34.3
|
%
|
|
Year Ended
April 30,
|
% Change
Favorable
|
Constant Currency
% Change Favorable
|
|||||||||||||
ACADEMIC & PROFESSIONAL LEARNING:
|
2020
|
2019
|
(Unfavorable)
|
(Unfavorable)
|
||||||||||||
Revenue:
|
||||||||||||||||
Education Publishing
|
$
|
352,188
|
$
|
372,018
|
(5
|
)%
|
(4
|
)%
|
||||||||
Professional Learning
|
298,601
|
331,285
|
(10
|
)%
|
(9
|
)%
|
||||||||||
Total Academic & Professional Learning
|
650,789
|
703,303
|
(7
|
)%
|
(6
|
)%
|
||||||||||
Cost of Sales
|
179,131
|
195,331
|
8
|
%
|
7
|
%
|
||||||||||
Operating Expenses
|
370,363
|
343,859
|
(8
|
)%
|
(9
|
)%
|
||||||||||
Amortization of Intangibles
|
16,649
|
16,709
|
—
|
(1
|
)%
|
|||||||||||
Restructuring Charges (see Note 7)
|
10,470
|
1,139
|
#
|
#
|
||||||||||||
Contribution to Profit
|
74,176
|
146,265
|
(49
|
)%
|
(49
|
)%
|
||||||||||
Restructuring Charges (see Note 7)
|
10,470
|
1,139
|
||||||||||||||
Adjusted Contribution to Profit
|
84,646
|
147,404
|
(43
|
)%
|
(42
|
)%
|
||||||||||
Depreciation and Amortization
|
69,807
|
68,126
|
||||||||||||||
Adjusted EBITDA
|
$
|
154,453
|
$
|
215,530
|
(28
|
)%
|
(28
|
)%
|
||||||||
Adjusted EBITDA Margin
|
23.7
|
%
|
30.6
|
%
|
|
Year Ended
April 30,
|
% Change
Favorable
|
Constant Currency
% Change
Favorable
|
|||||||||||||
EDUCATION SERVICES:
|
2020
|
2019
|
(Unfavorable)
|
(Unfavorable)
|
||||||||||||
Revenue:
|
||||||||||||||||
Education Services
|
$
|
214,376
|
$
|
157,549
|
36
|
%
|
36
|
%
|
||||||||
mthree
|
17,479
|
—
|
100
|
%
|
100
|
%
|
||||||||||
Total Education Services Revenue
|
231,855
|
157,549
|
47
|
%
|
48
|
%
|
||||||||||
Cost of Sales
|
156,197
|
104,831
|
(49
|
)%
|
(49
|
)%
|
||||||||||
Operating Expenses
|
62,991
|
55,754
|
(13
|
)%
|
(13
|
)%
|
||||||||||
Amortization of Intangibles
|
16,511
|
9,847
|
(68
|
)%
|
(68
|
)%
|
||||||||||
Impairment of Goodwill (see Note 11)
|
110,000
|
—
|
100
|
%
|
100
|
%
|
||||||||||
Restructuring Charges (see Note 7)
|
3,671
|
389
|
#
|
#
|
||||||||||||
Contribution to Loss
|
(117,515
|
)
|
(13,272
|
)
|
#
|
#
|
||||||||||
Impairment of Goodwill (see Note 11)
|
110,000
|
—
|
||||||||||||||
Restructuring Charges (see Note 7)
|
3,671
|
389
|
||||||||||||||
Adjusted Contribution to Profit
|
(3,844
|
)
|
(12,883
|
)
|
70
|
%
|
70
|
%
|
||||||||
Depreciation and Amortization
|
24,131
|
18,117
|
||||||||||||||
Adjusted EBITDA
|
$
|
20,287
|
$
|
5,234
|
#
|
#
|
||||||||||
Adjusted EBITDA Margins
|
8.7
|
%
|
3.3
|
%
|
•
|
the incremental impact of the acquisition of Learning House on November 1, 2018, which contributed $31.5 million of revenue;
|
•
|
increased revenue in our Research Publishing & Platforms segment primarily driven by open access; and to a lesser extent, licensing, reprints, backfiles, and other offerings; and,
|
•
|
increased revenue in our Education Services segment businesses, excluding the impact of Learning House.
|
•
|
the incremental impact of Learning House, primarily due to marketing and employment related costs;
|
•
|
an increase in legacy Education Services business marketing costs of $8.1 million primarily due to increased investments to support revenue growth;
|
•
|
higher royalty costs of $6.6 million; and, to a lesser extent,
|
•
|
higher employment costs of $3.4 million.
|
2019
|
2018
|
||||
Effective tax rate as reported
|
21.0%
|
10.2%
|
|||
State tax adjustment in 2019
|
1.3%
|
—
|
|||
Deferred Tax from the Tax Act Rate Change
|
(0.1)%
|
11.7%
|
|||
Effective tax rate excluding the deferred tax from the Tax Act and state tax adjustment
|
22.2%
|
21.9%
|
|
2019
|
2018
|
||||||
U.S. GAAP EPS
|
$
|
2.91
|
$
|
3.32
|
||||
Adjustments:
|
||||||||
Restructuring and related charges
|
0.04
|
0.39
|
||||||
Foreign exchange losses on intercompany transactions
|
0.06
|
0.15
|
||||||
Impact of Tax Cuts and Job Act
|
—
|
(0.43
|
)
|
|||||
Impact of reduction in certain U.S. state tax rates in 2019
|
(0.05
|
)
|
—
|
|||||
Non-GAAP Adjusted EPS
|
$
|
2.96
|
$
|
3.43
|
Year Ended
April 30,
|
% Change
Favorable
|
Constant Currency
% Change Favorable
|
||||||||||||||
RESEARCH PUBLISHING & PLATFORMS:
|
2019
|
2018
|
(Unfavorable)
|
(Unfavorable)
|
||||||||||||
Revenue:
|
||||||||||||||||
Research Publishing
|
$
|
903,249
|
$
|
903,950
|
—
|
3
|
%
|
|||||||||
Research Platforms
|
35,968
|
32,907
|
9
|
%
|
9
|
%
|
||||||||||
Total Research Publishing & Platforms Revenue
|
939,217
|
936,857
|
—
|
3
|
%
|
|||||||||||
Cost of Sales
|
254,560
|
247,833
|
(3
|
)%
|
(5
|
)%
|
||||||||||
Operating Expenses
|
395,670
|
384,030
|
(3
|
)%
|
(4
|
)%
|
||||||||||
Amortization of Intangibles
|
28,102
|
26,833
|
(5
|
)%
|
(6
|
)%
|
||||||||||
Restructuring Charges (see Note 7)
|
1,131
|
5,257
|
78
|
%
|
78
|
%
|
||||||||||
Contribution to Profit
|
259,754
|
272,904
|
(5
|
)%
|
—
|
|||||||||||
Restructuring Charges (see Note 7)
|
1,131
|
5,257
|
||||||||||||||
Adjusted Contribution to Profit
|
260,885
|
278,161
|
(6
|
)%
|
(2
|
)%
|
||||||||||
Depreciation and Amortization
|
60,889
|
54,805
|
||||||||||||||
Adjusted EBITDA
|
$
|
321,774
|
$
|
332,966
|
(3
|
)%
|
1
|
%
|
||||||||
Adjusted EBITDA Margin
|
34.3
|
%
|
35.5
|
%
|
Year Ended
April 30,
|
% Change
Favorable
|
Constant Currency
% Change Favorable
|
||||||||||||||
ACADEMIC & PROFESSIONAL LEARNING:
|
2019
|
2018
|
(Unfavorable)
|
(Unfavorable)
|
||||||||||||
Revenue:
|
||||||||||||||||
Education Publishing
|
$
|
372,018
|
$
|
401,607
|
(7
|
)%
|
(6
|
)%
|
||||||||
Professional Learning
|
331,285
|
338,508
|
(2
|
)%
|
(1
|
)%
|
||||||||||
Total Academic & Professional Learning
|
703,303
|
740,115
|
(5
|
)%
|
(4
|
)%
|
||||||||||
Cost of Sales
|
195,331
|
209,951
|
7
|
%
|
6
|
%
|
||||||||||
Operating Expenses
|
343,859
|
357,976
|
4
|
%
|
2
|
%
|
||||||||||
Amortization of Intangibles
|
16,709
|
16,303
|
(2
|
)%
|
(3
|
)%
|
||||||||||
Restructuring Charges (see Note 7)
|
1,139
|
8,244
|
86
|
%
|
86
|
%
|
||||||||||
Publishing Brand Impairment Charge
|
—
|
3,600
|
100
|
%
|
100
|
%
|
||||||||||
Contribution to Profit
|
146,265
|
144,041
|
2
|
%
|
3
|
%
|
||||||||||
Restructuring Charges (see Note 7)
|
1,139
|
8,244
|
||||||||||||||
Publishing Brand Impairment Charge
|
—
|
3,600
|
||||||||||||||
Adjusted Contribution to Profit
|
147,404
|
155,885
|
(5
|
)%
|
(4
|
)%
|
||||||||||
Depreciation and Amortization
|
68,126
|
72,274
|
||||||||||||||
Adjusted EBITDA
|
$
|
215,530
|
$
|
228,159
|
(6
|
)%
|
(4
|
)%
|
||||||||
Adjusted EBITDA Margin
|
30.6
|
%
|
30.8
|
%
|
Year Ended
April 30,
|
% Change
Favorable
|
Constant Currency
% Change Favorable
|
||||||||||||||
EDUCATION SERVICES:
|
2019
|
2018
|
(Unfavorable)
|
(Unfavorable)
|
||||||||||||
Revenue:
|
||||||||||||||||
Education Services
|
$
|
157,549
|
$
|
119,131
|
32
|
%
|
32
|
%
|
||||||||
Total Education Services Revenue
|
157,549
|
119,131
|
32
|
%
|
32
|
%
|
||||||||||
Cost of Sales
|
104,831
|
73,239
|
(43
|
)%
|
(43
|
)%
|
||||||||||
Operating Expenses
|
55,754
|
40,805
|
(37
|
)%
|
(37
|
)%
|
||||||||||
Amortization of Intangibles
|
9,847
|
5,092
|
(93
|
)%
|
(93
|
)%
|
||||||||||
Restructuring Charges (see Note 7)
|
389
|
1,894
|
79
|
%
|
79
|
%
|
||||||||||
Contribution to Profit
|
(13,272
|
)
|
(1,899
|
)
|
#
|
#
|
||||||||||
Restructuring Charges (see Note 7)
|
389
|
1,894
|
||||||||||||||
Adjusted Contribution to Profit
|
(12,883
|
)
|
(5
|
)
|
#
|
#
|
||||||||||
Depreciation and Amortization
|
18,117
|
13,112
|
||||||||||||||
Adjusted EBITDA
|
$
|
5,234
|
$
|
13,107
|
(60
|
)%
|
(61
|
)%
|
||||||||
Adjusted EBITDA Margins
|
3.3
|
%
|
11.0
|
%
|
|
Year Ended
April 30,
|
|||||||||||
2020
|
2019
|
2018
|
||||||||||
Net (Loss) Income
|
$
|
(74,287
|
)
|
$
|
168,263
|
$
|
192,186
|
|||||
Interest expense
|
24,959
|
16,121
|
13,274
|
|||||||||
Provision for income taxes
|
11,195
|
44,689
|
21,745
|
|||||||||
Depreciation and amortization
|
175,127
|
161,155
|
153,989
|
|||||||||
Non-GAAP EBITDA
|
136,994
|
390,228
|
381,194
|
|||||||||
Impairment of goodwill and intangible assets
|
202,348
|
—
|
3,600
|
|||||||||
Restructuring and related charges
|
32,607
|
3,118
|
28,566
|
|||||||||
Foreign exchange transaction (gains) losses
|
(2,773
|
)
|
6,016
|
12,819
|
||||||||
Interest and other income
|
(13,381
|
)
|
(11,100
|
)
|
(8,563
|
)
|
||||||
Non-GAAP Adjusted EBITDA
|
$
|
355,795
|
$
|
388,262
|
$
|
417,616
|
|
Payments Due by Period
|
|||||||||||||||||||
Total
|
Within
Year 1
|
2–3
Years
|
4–5
Years
|
After 5
Years
|
||||||||||||||||
Total Debt(1)
|
$
|
775.8
|
$
|
9.4
|
$
|
31.3
|
$
|
735.1
|
$
|
—
|
||||||||||
Interest on Debt(2)
|
61.8
|
16.5
|
30.1
|
15.2
|
—
|
|||||||||||||||
Non-Cancelable Leases
|
243.4
|
32.3
|
52.0
|
45.2
|
113.9
|
|||||||||||||||
Minimum Royalty Obligations
|
401.1
|
98.5
|
146.3
|
87.5
|
68.8
|
|||||||||||||||
Other Operating Commitments
|
83.3
|
42.2
|
36.0
|
5.1
|
—
|
|||||||||||||||
Total
|
$
|
1,565.4
|
$
|
198.9
|
$
|
295.7
|
$
|
888.1
|
$
|
182.7
|
(1) |
Total debt is exclusive of unamortized issuance costs of $0.7 million.
|
(2) |
Interest on Debt includes the effect of our interest rate swap agreements and the estimated future interest payments on our unhedged variable rate debt, assuming that the interest rates as of April 30, 2020 remain constant until the maturity of the debt.
|
|
Year Ended April 30,
|
|||||||||||
2020
|
2019
|
2018
|
||||||||||
Net Cash Provided by Operating Activities
|
$
|
288,435
|
$
|
250,831
|
$
|
382,322
|
||||||
Net Cash Used in Investing Activities
|
(346,670
|
)
|
(301,502
|
)
|
(177,411
|
)
|
||||||
Net Cash Provided by (Used in) Financing Activities
|
172,677
|
(17,595
|
)
|
(96,831
|
)
|
|||||||
Effect of Foreign Currency Exchange Rate Changes on Cash, Cash Equivalents and Restricted Cash
|
(4,943
|
)
|
(8,443
|
)
|
3,661
|
|
Year Ended April 30,
|
|||||||||||
2020
|
2019
|
2018
|
||||||||||
Net Cash Provided by Operating Activities
|
$
|
288,435
|
$
|
250,831
|
$
|
382,322
|
||||||
Less: Additions to Technology, Property and Equipment
|
(88,593
|
)
|
(77,167
|
)
|
(114,225
|
)
|
||||||
Less: Product Development Spending
|
(26,608
|
)
|
(24,426
|
)
|
(36,503
|
)
|
||||||
Free Cash Flow less Product Development Spending
|
$
|
173,234
|
$
|
149,238
|
$
|
231,594
|
Net Cash Provided By Operating Activities – Year Ended April 30, 2019
|
$
|
250.8
|
||
Working Capital Changes:
|
||||
Accounts receivable, net and contract liabilities - due to the timing of collections, including collections from the delayed calendar year 2019 journal subscription billing into fiscal year 2020
|
31.8
|
|||
Accrued income taxes primarily due to the timing of certain international tax payments
|
(15.8
|
)
|
||
Lower contributions to the employment retirement plans due to a prior year $10.0 million discretionary contribution to the U.S. Employees' Retirement Plan of John Wiley & Sons, Inc.
|
6.7
|
|||
Other working capital items, including the timing of payments of accounts payable
|
22.2
|
|||
Lower net income adjusted for items to reconcile net loss to net cash provided by operating activities
|
(7.3
|
)
|
||
Net Cash Provided By Operating Activities – Year Ended April 30, 2020
|
$
|
288.4
|
•
|
lower net earnings adjusted for non-cash items of $24 million, including Learning House;
|
•
|
the unfavorable net impact on accounts receivable and contract liabilities from the delay in billings and subsequent collections of calendar year 2019 journal subscriptions of $57 million;
|
•
|
the net use of cash for other working capital items, including the payment of accounts payable and accrued liabilities of $26 million, primarily due to timing of payments and lower accruals for incentive compensation;
|
•
|
a net use of cash related to employee retirement plan contributions of $13 million, which includes a $10.0 million tax-advantage discretionary contribution to the U.S. Employees' Retirement Plan in fiscal year 2019; and
|
•
|
certain one-time closing costs related to the Learning House acquisition of $10 million.
|
Financial Statements
|
|
54
|
|
55
|
|
Consolidated Statements of Comprehensive (Loss) Income for the years ended April 30, 2020, 2019, and 2018
|
56
|
57
|
|
58
|
|
Notes to Consolidated Financial Statements
|
|
Note 1. Description of Business
|
59
|
Note 2. Summary of Significant Accounting Policies, Recently Issued, and Recently Adopted Accounting Standards
|
59
|
Note 3. Revenue Recognition, Contracts with Customers
|
66
|
Note 4. Acquisitions
|
71
|
Note 5. Reconciliation of Weighted Average Shares Outstanding
|
75
|
Note 6. Accumulated Other Comprehensive Loss
|
75
|
Note 7. Restructuring and Related Charges
|
76
|
Note 8. Inventories
|
78
|
Note 9. Product Development Assets
|
78
|
Note 10. Technology, Property, and Equipment
|
78
|
Note 11. Goodwill and Intangible Assets
|
79
|
Note 12. Operating Leases
|
81
|
Note 13. Income Taxes
|
83
|
Note 14. Debt and Available Credit Facilities
|
85
|
Note 15. Derivative Instruments and Activities
|
86
|
Note 16. Commitment and Contingencies
|
88
|
Note 17. Retirement Plans
|
88
|
Note 18. Stock-Based Compensation
|
91
|
Note 19. Capital Stock and Changes in Capital Accounts
|
94
|
Note 20. Segment Information
|
96
|
Note 21. Supplementary Quarterly Financial Information–Results By Quarter (Unaudited)
|
98
|
Note 22. Subsequent Events
|
98
|
Financial Statement Schedule
|
|
104
|
/s/ Brian A. Napack
|
|
Brian A. Napack
|
|
President and Chief Executive Officer
|
|
/s/ John A. Kritzmacher
|
|
John A. Kritzmacher
|
|
Executive Vice President, Chief Financial Officer, and Interim Chief Accounting Officer
|
|
|
|
|
June 26, 2020
|
|
•
|
evaluating certain discount rates by comparing them to discount rates that were independently developed using publicly available market data for comparable entities,
|
•
|
developing the estimated fair value of mthree customer relationships using the Company’s cash flow forecasts and an independently developed discount rate, and comparing it to the Company’s fair value estimate, and
|
•
|
developing estimated fair value of Zyante Inc. developed technology using the Company’s forecasted revenues and an independently developed discount rate and comparing it to the Company’s fair value estimate.
|
•
|
evaluating the discount rate by comparing it to (1) a weighted average cost of capital that was independently developed using publicly available market data for comparable entities, (2) discount rates used in previous impairment analyses of the Education Services reporting unit, and (3) discount rates utilized in historical acquisitions of the Education Services reporting unit,
|
•
|
evaluating relevant market multiples of comparable publicly-traded companies with similar characteristics to the reporting unit, and
|
•
|
developing an estimated fair value of the Education Services reporting unit using the Company’s cash flow forecast and an independently developed discount rate and comparing it to the Company’s fair value estimate.
|
|
April 30,
|
|||||||
2020
|
2019
|
|||||||
Assets:
|
||||||||
Current Assets
|
||||||||
Cash and cash equivalents
|
$
|
202,464
|
$
|
92,890
|
||||
Accounts receivable, net
|
309,384
|
306,631
|
||||||
Inventories, net
|
43,614
|
35,582
|
||||||
Prepaid expenses and other current assets
|
59,465
|
67,441
|
||||||
Total Current Assets
|
614,927
|
502,544
|
||||||
Product Development Assets, net
|
53,643
|
62,470
|
||||||
Royalty Advances, net
|
36,710
|
36,185
|
||||||
Technology, Property and Equipment, net
|
298,005
|
289,021
|
||||||
Intangible Assets, net
|
807,405
|
865,572
|
||||||
Goodwill
|
1,116,790
|
1,095,666
|
||||||
Operating Lease Right-of-Use Assets
|
142,716
|
—
|
||||||
Other Non-Current Assets
|
98,598
|
97,308
|
||||||
Total Assets
|
$
|
3,168,794
|
$
|
2,948,766
|
||||
Liabilities and Shareholders’ Equity:
|
||||||||
Current Liabilities
|
||||||||
Accounts payable
|
$
|
93,691
|
$
|
90,980
|
||||
Accrued royalties
|
87,408
|
78,062
|
||||||
Short-term portion of long-term debt
|
9,375
|
—
|
||||||
Contract liabilities
|
520,214
|
519,129
|
||||||
Accrued employment costs
|
108,448
|
97,230
|
||||||
Accrued income taxes
|
13,728
|
21,025
|
||||||
Short-term portion of operating lease liabilities
|
21,810
|
—
|
||||||
Other accrued liabilities
|
72,595
|
75,900
|
||||||
Total Current Liabilities
|
927,269
|
882,326
|
||||||
Long-Term Debt
|
765,650
|
478,790
|
||||||
Accrued Pension Liability
|
187,969
|
166,331
|
||||||
Deferred Income Tax Liabilities
|
119,127
|
143,775
|
||||||
Operating Lease Liabilities
|
159,782
|
—
|
||||||
Other Long-Term Liabilities
|
75,373
|
96,197
|
||||||
Total Liabilities
|
2,235,170
|
1,767,419
|
||||||
Shareholders’ Equity
|
||||||||
Preferred Stock, $1 par value: Authorized – 2 million, Issued – 0
|
—
|
—
|
||||||
Class A Common Stock, $1 par value: Authorized – 180 million, Issued – 70,166 and 70,127 as of April 30, 2020 and 2019, respectively
|
70,166
|
70,127
|
||||||
Class B Common Stock, $1 par value: Authorized – 72 million, Issued – 13,016 and 13,055 as of April 30, 2020 and 2019, respectively
|
13,016
|
13,055
|
||||||
Additional paid-in capital
|
431,680
|
422,305
|
||||||
Retained earnings
|
1,780,129
|
1,931,074
|
||||||
Accumulated other comprehensive (loss):
|
||||||||
Foreign currency translation adjustment
|
(340,703
|
)
|
(312,107
|
)
|
||||
Unamortized retirement costs, net of tax
|
(227,920
|
)
|
(196,057
|
)
|
||||
Unrealized (loss) on interest rate swap, net of tax
|
(6,874
|
)
|
(574
|
)
|
||||
Total accumulated other comprehensive loss, net of tax
|
(575,497
|
)
|
(508,738
|
)
|
||||
Less: Treasury Shares At Cost (Class A – 23,405 and 22,634 as of April 30, 2020 and 2019, respectively, Class B – 3,920 and 3,918 of April 30, 2020 and 2019, respectively)
|
(785,870
|
)
|
(746,476
|
)
|
||||
Total Shareholders’ Equity
|
933,624
|
1,181,347
|
||||||
Total Liabilities and Shareholders’ Equity
|
$
|
3,168,794
|
$
|
2,948,766
|
|
For the Years Ended April 30,
|
|||||||||||
2020
|
2019
|
2018
|
||||||||||
Revenue, net
|
$
|
1,831,483
|
$
|
1,800,069
|
$
|
1,796,103
|
||||||
Costs and Expenses
|
||||||||||||
Cost of sales
|
591,024
|
554,722
|
531,024
|
|||||||||
Operating and administrative expenses
|
997,355
|
963,582
|
953,222
|
|||||||||
Impairment of goodwill and intangible assets
|
202,348
|
—
|
3,600
|
|||||||||
Restructuring and related charges
|
32,607
|
3,118
|
28,566
|
|||||||||
Amortization of intangibles
|
62,436
|
54,658
|
48,230
|
|||||||||
Total Costs and Expenses
|
1,885,770
|
1,576,080
|
1,564,642
|
|||||||||
Operating (Loss) Income
|
(54,287
|
)
|
223,989
|
231,461
|
||||||||
Interest Expense
|
(24,959
|
)
|
(16,121
|
)
|
(13,274
|
)
|
||||||
Foreign Exchange Transaction Gains (Losses)
|
2,773
|
(6,016
|
)
|
(12,819
|
)
|
|||||||
Interest and Other Income
|
13,381
|
11,100
|
8,563
|
|||||||||
(Loss) Income Before Taxes
|
(63,092
|
)
|
212,952
|
213,931
|
||||||||
Provision for Income Taxes
|
11,195
|
44,689
|
21,745
|
|||||||||
Net (Loss) Income
|
$
|
(74,287
|
)
|
$
|
168,263
|
$
|
192,186
|
|||||
(Loss) Earnings Per Share
|
||||||||||||
Basic
|
$
|
(1.32
|
)
|
$
|
2.94
|
$
|
3.37
|
|||||
Diluted
|
$
|
(1.32
|
)
|
$
|
2.91
|
$
|
3.32
|
|||||
Weighted Average Number of Common Shares Outstanding
|
||||||||||||
Basic
|
56,209
|
57,192
|
57,043
|
|||||||||
Diluted
|
56,209
|
57,840
|
57,888
|
|
For the Years Ended April 30,
|
|||||||||||
2020
|
2019
|
2018
|
||||||||||
Net (Loss) Income
|
$
|
(74,287
|
)
|
$
|
168,263
|
$
|
192,186
|
|||||
Other Comprehensive (Loss) Income:
|
||||||||||||
Foreign currency translation adjustment
|
(28,596
|
)
|
(60,534
|
)
|
67,639
|
|||||||
Unrealized retirement costs, net of tax benefit of $10,137, $1,337, and $252, respectively
|
(31,863
|
)
|
(5,031
|
)
|
(524
|
)
|
||||||
Unrealized (loss) gain on interest rate swaps, net of tax benefit (provision) of $2,114, $1,161, and $(459), respectively
|
(6,300
|
)
|
(3,593
|
)
|
592
|
|||||||
Total Other Comprehensive (Loss) Income
|
(66,759
|
)
|
(69,158
|
)
|
67,707
|
|||||||
Comprehensive (Loss) Income
|
$
|
(141,046
|
)
|
$
|
99,105
|
$
|
259,893
|
|
For the Years Ended April 30,
|
|||||||||||
2020
|
2019
|
2018
|
||||||||||
Operating Activities
|
||||||||||||
Net (Loss) Income
|
$
|
(74,287
|
)
|
$
|
168,263
|
$
|
192,186
|
|||||
Adjustments to reconcile net income to net cash provided by operating activities:
|
||||||||||||
Impairment of goodwill and intangible assets
|
202,348
|
—
|
3,600
|
|||||||||
Amortization of intangibles
|
62,436
|
54,658
|
48,230
|
|||||||||
Amortization of product development assets
|
35,975
|
37,079
|
41,432
|
|||||||||
Depreciation and amortization of technology, property and equipment
|
76,716
|
69,418
|
64,327
|
|||||||||
Restructuring and related charges
|
32,607
|
3,118
|
28,566
|
|||||||||
Stock-based compensation expense
|
20,009
|
18,327
|
11,244
|
|||||||||
Employee retirement plan expense
|
10,832
|
5,236
|
7,388
|
|||||||||
Royalty advances
|
(133,497
|
)
|
(129,949
|
)
|
(122,602
|
)
|
||||||
Earned royalty advances
|
131,398
|
129,125
|
116,620
|
|||||||||
Foreign exchange transaction (gains) losses
|
(2,773
|
)
|
6,016
|
12,819
|
||||||||
Other non-cash charges (credits)
|
7,115
|
(11,136
|
)
|
(29,951
|
)
|
|||||||
Changes in Operating Assets and Liabilities
|
||||||||||||
Accounts receivable, net
|
(2,962
|
)
|
(64,734
|
)
|
(14,209
|
)
|
||||||
Inventories, net
|
(2,714
|
)
|
3,820
|
13,517
|
||||||||
Accounts payable
|
1,163
|
7,369
|
16,543
|
|||||||||
Accrued royalties
|
13,425
|
6,169
|
3,664
|
|||||||||
Contract liabilities
|
(118
|
)
|
29,901
|
36,243
|
||||||||
Accrued income taxes
|
(5,962
|
)
|
9,613
|
(565
|
)
|
|||||||
Restructuring payments
|
(12,563
|
)
|
(15,219
|
)
|
(30,595
|
)
|
||||||
Other accrued liabilities
|
(7,817
|
)
|
(32,713
|
)
|
1,022
|
|||||||
Employee retirement plan contributions
|
(33,729
|
)
|
(40,470
|
)
|
(27,550
|
)
|
||||||
Operating lease liabilities
|
(28,243
|
)
|
—
|
—
|
||||||||
Other
|
(924
|
)
|
(3,060
|
)
|
10,393
|
|||||||
Net Cash Provided by Operating Activities
|
288,435
|
250,831
|
382,322
|
|||||||||
Investing Activities
|
||||||||||||
Product development spending
|
(26,608
|
)
|
(24,426
|
)
|
(36,503
|
)
|
||||||
Additions to technology, property and equipment
|
(88,593
|
)
|
(77,167
|
)
|
(114,225
|
)
|
||||||
Businesses acquired in purchase transactions, net of cash acquired
|
(229,629
|
)
|
(190,415
|
)
|
—
|
|||||||
Acquisitions of publication rights and other
|
(1,840
|
)
|
(9,494
|
)
|
(26,683
|
)
|
||||||
Net Cash Used in Investing Activities
|
(346,670
|
)
|
(301,502
|
)
|
(177,411
|
)
|
||||||
Financing Activities
|
||||||||||||
Repayments of long-term debt
|
(630,551
|
)
|
(476,246
|
)
|
(467,915
|
)
|
||||||
Borrowings of long-term debt
|
934,323
|
596,320
|
459,304
|
|||||||||
Payment of debt issuance costs
|
(4,006
|
)
|
—
|
—
|
||||||||
Purchases of treasury shares
|
(46,589
|
)
|
(59,994
|
)
|
(39,688
|
)
|
||||||
Change in book overdrafts
|
(48
|
)
|
(5,674
|
)
|
(4,191
|
)
|
||||||
Cash dividends
|
(76,658
|
)
|
(75,752
|
)
|
(73,542
|
)
|
||||||
Net (payments) proceeds from exercise of stock options and other
|
(3,794
|
)
|
3,751
|
29,201
|
||||||||
Net Cash Provided by (Used in) Financing Activities
|
172,677
|
(17,595
|
)
|
(96,831
|
)
|
|||||||
Effects of Exchange Rate Changes on Cash, Cash Equivalents, and Restricted Cash
|
(4,943
|
)
|
(8,443
|
)
|
3,661
|
|||||||
Cash Reconciliation:
|
||||||||||||
Cash and cash equivalents
|
92,890
|
169,773
|
58,516
|
|||||||||
Restricted cash included in Prepaid expenses and other current assets
|
658
|
484
|
—
|
|||||||||
Balance at Beginning of Year
|
93,548
|
170,257
|
58,516
|
|||||||||
Increase/(Decrease) for Year
|
109,499
|
(76,709
|
)
|
111,741
|
||||||||
Cash and cash equivalents
|
202,464
|
92,890
|
169,773
|
|||||||||
Restricted cash included in Prepaid expenses and other current assets
|
583
|
658
|
484
|
|||||||||
Balance at End of Year
|
203,047
|
93,548
|
170,257
|
|||||||||
Cash Paid During the Year for
|
||||||||||||
Interest
|
$
|
23,622
|
$
|
14,867
|
$
|
12,221
|
||||||
Income taxes, net of refunds
|
$
|
41,537
|
$
|
48,264
|
$
|
48,709
|
||||||
Non-cash items:
|
||||||||||||
Non-cash items associated with the acquisition of Learning House:
|
||||||||||||
Warrants to purchase 0.4 million shares of Wiley Class A Common Stock issued in connection with the Learning House acquisition
|
$
|
—
|
$
|
565
|
$
|
—
|
|
Common Stock
Class A
|
Common Stock
Class B
|
Additional
Paid-in
Capital
|
Retained
Earnings
|
Accumulated
Other
Comprehensive
Loss
|
Treasury
Stock
|
Total
Shareholder’s
Equity
|
|||||||||||||||||||||
Balance at April 30, 2017
|
$
|
70,086
|
$
|
13,096
|
$
|
387,896
|
$
|
1,715,423
|
$
|
(507,287
|
)
|
$
|
(676,077
|
)
|
$
|
1,003,137
|
||||||||||||
Restricted Shares Issued under Stock-based Compensation Plans
|
—
|
—
|
(7,646
|
)
|
(10
|
)
|
—
|
7,968
|
312
|
|||||||||||||||||||
Net Proceeds from Exercise of Stock Options and Other
|
—
|
—
|
15,686
|
—
|
—
|
13,515
|
29,201
|
|||||||||||||||||||||
Stock-based Compensation Expense
|
—
|
—
|
11,184
|
—
|
—
|
60
|
11,244
|
|||||||||||||||||||||
Purchase of Treasury Shares
|
—
|
—
|
—
|
—
|
—
|
(39,688
|
)
|
(39,688
|
)
|
|||||||||||||||||||
Class A Common Stock Dividends ($1.28 per share)
|
—
|
—
|
—
|
(61,813
|
)
|
—
|
—
|
(61,813
|
)
|
|||||||||||||||||||
Class B Common Stock Dividends ($1.28 per share)
|
—
|
—
|
—
|
(11,729
|
)
|
—
|
—
|
(11,729
|
)
|
|||||||||||||||||||
Common Stock Class Conversions
|
25
|
(25
|
)
|
—
|
—
|
—
|
—
|
—
|
||||||||||||||||||||
Comprehensive Income, Net of Tax
|
—
|
—
|
—
|
192,186
|
67,707
|
—
|
259,893
|
|||||||||||||||||||||
Balance at April 30, 2018
|
$
|
70,111
|
$
|
13,071
|
$
|
407,120
|
$
|
1,834,057
|
$
|
(439,580
|
)
|
$
|
(694,222
|
)
|
$
|
1,190,557
|
||||||||||||
Restricted Shares Issued under Stock-based Compensation Plans
|
—
|
—
|
(8,544
|
)
|
3
|
—
|
8,826
|
285
|
||||||||||||||||||||
Net Proceeds/(Payments) from Exercise of Stock Options and Other
|
—
|
—
|
4,837
|
—
|
—
|
(1,086
|
)
|
3,751
|
||||||||||||||||||||
Stock-based Compensation Expense
|
—
|
—
|
18,327
|
—
|
—
|
—
|
18,327
|
|||||||||||||||||||||
Purchase of Treasury Shares
|
—
|
—
|
—
|
—
|
—
|
(59,994
|
)
|
(59,994
|
)
|
|||||||||||||||||||
Class A Common Stock Dividends ($1.32 per share)
|
—
|
—
|
—
|
(63,684
|
)
|
—
|
—
|
(63,684
|
)
|
|||||||||||||||||||
Class B Common Stock Dividends ($1.32 per share)
|
—
|
—
|
—
|
(12,068
|
)
|
—
|
—
|
(12,068
|
)
|
|||||||||||||||||||
Common Stock Class Conversions
|
16
|
(16
|
)
|
—
|
—
|
—
|
—
|
—
|
||||||||||||||||||||
Issuance of Warrants Related to Acquisition of a Business
|
—
|
—
|
565
|
—
|
—
|
—
|
565
|
|||||||||||||||||||||
Adjustment Due to Adoption of New Revenue Standard
|
—
|
—
|
—
|
4,503
|
—
|
—
|
4,503
|
|||||||||||||||||||||
Comprehensive Income (Loss), Net of Tax
|
—
|
—
|
—
|
168,263
|
(69,158
|
)
|
—
|
99,105
|
||||||||||||||||||||
Balance at April 30, 2019
|
$
|
70,127
|
$
|
13,055
|
$
|
422,305
|
$
|
1,931,074
|
$
|
(508,738
|
)
|
$
|
(746,476
|
)
|
$
|
1,181,347
|
||||||||||||
Restricted Shares Issued under Stock-based Compensation Plans
|
—
|
—
|
(10,992
|
)
|
—
|
—
|
11,347
|
355
|
||||||||||||||||||||
Net Proceeds/(Payments) from Exercise of Stock Options and Other
|
—
|
—
|
358
|
—
|
—
|
(4,152
|
)
|
(3,794
|
)
|
|||||||||||||||||||
Stock-based Compensation Expense
|
—
|
—
|
20,009
|
—
|
—
|
—
|
20,009
|
|||||||||||||||||||||
Purchase of Treasury Shares
|
—
|
—
|
—
|
—
|
—
|
(46,589
|
)
|
(46,589
|
)
|
|||||||||||||||||||
Class A Common Stock Dividends ($1.36 per share)
|
—
|
—
|
—
|
(64,264
|
)
|
—
|
—
|
(64,264
|
)
|
|||||||||||||||||||
Class B Common Stock Dividends ($1.36 per share)
|
—
|
—
|
—
|
(12,394
|
)
|
—
|
—
|
(12,394
|
)
|
|||||||||||||||||||
Common Stock Class Conversions
|
39
|
(39
|
)
|
—
|
—
|
—
|
—
|
—
|
||||||||||||||||||||
Comprehensive (Loss), Net of Tax
|
—
|
—
|
—
|
(74,287
|
)
|
(66,759
|
)
|
—
|
(141,046
|
)
|
||||||||||||||||||
Balance at April 30, 2020
|
$
|
70,166
|
$
|
13,016
|
$
|
431,680
|
$
|
1,780,129
|
$
|
(575,497
|
)
|
$
|
(785,870
|
)
|
$
|
933,624
|
|
2020
|
2019
|
||||||
Increase in Inventories, net
|
$
|
8,686
|
$
|
3,739
|
||||
Decrease in Accrued royalties
|
$
|
(4,441
|
)
|
$
|
(3,653
|
)
|
||
Increase in Contract liabilities
|
$
|
32,769
|
$
|
25,934
|
||||
Print book sales return reserve net liability balance
|
$
|
(19,642
|
)
|
$
|
(18,542
|
)
|
|
Years Ended April 30,
|
|||||||||||
2020
|
2019
|
2018
|
||||||||||
Research Publishing & Platforms:
|
||||||||||||
Research Publishing
|
$
|
908,952
|
$
|
903,249
|
$
|
903,950
|
||||||
Research Platforms
|
39,887
|
35,968
|
32,907
|
|||||||||
Total Research Publishing & Platforms
|
948,839
|
939,217
|
936,857
|
|||||||||
Academic & Professional Learning:
|
||||||||||||
Education Publishing
|
352,188
|
372,018
|
401,607
|
|||||||||
Professional Learning
|
298,601
|
331,285
|
338,508
|
|||||||||
Total Academic & Professional Learning
|
650,789
|
703,303
|
740,115
|
|||||||||
Education Services:
|
||||||||||||
Education Services
|
214,376
|
157,549
|
119,131
|
|||||||||
mthree
|
17,479
|
—
|
—
|
|||||||||
Total Education Services
|
231,855
|
157,549
|
119,131
|
|||||||||
Total Revenue
|
$
|
1,831,483
|
$
|
1,800,069
|
$
|
1,796,103
|
•
|
Journal Subscriptions;
|
•
|
Licensing, Reprints, Backfiles and Other; and
|
•
|
Open Access and Comprehensive Agreements.
|
•
|
Education and STM Publishing;
|
•
|
Digital Courseware;
|
•
|
Test Preparation and Certification; and
|
•
|
Licensing and Other
|
•
|
Professional Publishing, which is described above;
|
•
|
Licensing and Other, which is described above;
|
•
|
Corporate Training - Professional Assessment; and
|
•
|
Corporate Training - Corporate Learning
|
|
April 30, 2020
|
April 30, 2019
|
Increase/
(Decrease)
|
|||||||||
Balances from contracts with customers:
|
||||||||||||
Accounts receivable, net
|
$
|
309,384
|
$
|
306,631
|
$
|
2,753
|
||||||
Contract liabilities (1)
|
520,214
|
519,129
|
1,085
|
|||||||||
Contract liabilities (included in Other Long-Term Liabilities)
|
$
|
14,949
|
$
|
10,722
|
$
|
4,227
|
(1)
|
The sales return reserve recorded in Contract Liabilities is $32.8 million and $25.9 million as of April 30, 2020 and April 30, 2019, respectively.
|
|
Preliminary
Allocation
|
|||
Total cash consideration transferred
|
$
|
122,242
|
||
Assets:
|
||||
Current Assets
|
8,750
|
|||
Technology, Property and Equipment, net
|
484
|
|||
Intangible Assets, net
|
56,836
|
|||
Goodwill
|
82,561
|
|||
Operating Lease Right-of-Use Assets
|
3,710
|
|||
Total Assets
|
$
|
152,341
|
||
|
||||
Liabilities:
|
||||
Current Liabilities
|
14,380
|
|||
Deferred Income Tax Liabilities
|
12,722
|
|||
Operating Lease Liabilities
|
2,692
|
|||
Other Long-Term Liabilities
|
305
|
|||
Total Liabilities
|
$
|
30,099
|
|
Estimated
Fair Value
|
Weighted-
Average
Useful Life
(in Years)
|
||||||
Customer Relationships
|
$
|
48,792
|
12
|
|||||
Trademarks
|
6,725
|
10
|
||||||
Content
|
1,319
|
4
|
||||||
Total
|
$
|
56,836
|
|
Final
Allocation
|
|||
Total cash consideration transferred
|
$
|
55,939
|
||
Assets:
|
||||
Current Assets
|
2,280
|
|||
Technology, Property and Equipment, net
|
28
|
|||
Intangible Assets, net
|
24,500
|
|||
Goodwill
|
36,903
|
|||
Total Assets
|
$
|
63,711
|
||
|
||||
Liabilities:
|
||||
Current Liabilities
|
2,581
|
|||
Deferred Income Tax Liabilities
|
5,191
|
|||
Total Liabilities
|
$
|
7,772
|
|
Fair Value
|
Weighted-
Average
Useful Life
(in Years)
|
||||||
Developed Technology
|
$
|
10,400
|
7
|
|||||
Customer Relationships
|
6,800
|
10
|
||||||
Content
|
4,400
|
10
|
||||||
Trademarks
|
2,900
|
10
|
||||||
Total
|
$
|
24,500
|
Final Allocation
|
||||
Total consideration transferred
|
$
|
201,274
|
||
Assets:
|
||||
Current Assets
|
20,353
|
|||
Technology, Property and Equipment, net
|
343
|
|||
Intangible Assets, net
|
109,548
|
|||
Goodwill
|
110,966
|
|||
Other Non-Current Assets
|
5,025
|
|||
Total Assets
|
$
|
246,235
|
||
|
||||
Liabilities:
|
||||
Current Liabilities
|
16,999
|
|||
Deferred Income Tax Liabilities
|
26,778
|
|||
Other Long-Term Liabilities
|
1,184
|
|||
Total Liabilities
|
$
|
44,961
|
Fair Value
|
Weighted-
Average
Useful Life
(in Years)
|
|||||||
Customer Relationships
|
$
|
103,850
|
15
|
|||||
Course Content
|
5,698
|
4
|
||||||
Total
|
$
|
109,548
|
|
2020
|
2019
|
2018
|
|||||||||
Weighted average shares outstanding
|
56,224
|
57,240
|
57,181
|
|||||||||
Less: Unvested restricted shares
|
(15
|
)
|
(48
|
)
|
(138
|
)
|
||||||
Shares used for basic (loss) earnings per share
|
56,209
|
57,192
|
57,043
|
|||||||||
Dilutive effect of stock options and other stock awards
|
—
|
648
|
845
|
|||||||||
Shares used for diluted (loss) earnings per share
|
56,209
|
57,840
|
57,888
|
|
Foreign
Currency
Translation
|
Unamortized
Retirement
Costs
|
Interest
Rate Swaps
|
Total
|
||||||||||||
Balance at April 30, 2017
|
$
|
(319,212
|
)
|
$
|
(190,502
|
)
|
$
|
2,427
|
$
|
(507,287
|
)
|
|||||
Other comprehensive income (loss) before reclassifications
|
67,639
|
(4,979
|
)
|
1,739
|
64,399
|
|||||||||||
Amounts reclassified from Accumulated Other Comprehensive Loss
|
—
|
4,455
|
(1,147
|
)
|
3,308
|
|||||||||||
Total other comprehensive income (loss)
|
67,639
|
(524
|
)
|
592
|
67,707
|
|||||||||||
Balance at April 30, 2018
|
$
|
(251,573
|
)
|
$
|
(191,026
|
)
|
$
|
3,019
|
$
|
(439,580
|
)
|
|||||
Other comprehensive (loss) income before reclassifications
|
(60,534
|
)
|
(9,422
|
)
|
1,121
|
(68,835
|
)
|
|||||||||
Amounts reclassified from Accumulated Other Comprehensive Loss
|
—
|
4,391
|
(4,714
|
)
|
(323
|
)
|
||||||||||
Total other comprehensive (loss) income
|
(60,534
|
)
|
(5,031
|
)
|
(3,593
|
)
|
(69,158
|
)
|
||||||||
Balance at April 30, 2019
|
$
|
(312,107
|
)
|
$
|
(196,057
|
)
|
$
|
(574
|
)
|
$
|
(508,738
|
)
|
||||
Other comprehensive (loss) before reclassifications
|
(28,596
|
)
|
(36,965
|
)
|
(5,988
|
)
|
(71,549
|
)
|
||||||||
Amounts reclassified from Accumulated Other Comprehensive Loss
|
—
|
5,102
|
(312
|
)
|
4,790
|
|||||||||||
Total other comprehensive loss
|
(28,596
|
)
|
(31,863
|
)
|
(6,300
|
)
|
(66,759
|
)
|
||||||||
Balance at April 30, 2020
|
$
|
(340,703
|
)
|
$
|
(227,920
|
)
|
$
|
(6,874
|
)
|
$
|
(575,497
|
)
|
|
2020
|
|||
Charges by Segment:
|
||||
Research Publishing & Platforms
|
$
|
3,546
|
||
Academic & Professional Learning
|
10,475
|
|||
Education Services
|
3,774
|
|||
Corporate Expenses
|
15,018
|
|||
Total Restructuring and Related Charges
|
$
|
32,813
|
||
Charges by Activity:
|
||||
Severance and termination benefits
|
$
|
26,864
|
||
Operating lease right-of-use asset impairment
|
161
|
|||
Facility related charges
|
3,986
|
|||
Other activities
|
1,802
|
|||
Total Restructuring and Related Charges
|
$
|
32,813
|
|
April 30, 2019
|
Charges
|
Payments
|
Foreign
Translation &
Other
Adjustments
|
April 30, 2020
|
|||||||||||||||
Severance and termination benefits
|
$
|
—
|
$
|
26,864
|
$
|
(9,193
|
)
|
$
|
(39
|
)
|
$
|
17,632
|
||||||||
Other activities
|
—
|
1,802
|
—
|
(1,372
|
)
|
430
|
||||||||||||||
Total
|
$
|
—
|
$
|
28,666
|
$
|
(9,193
|
)
|
$
|
(1,411
|
)
|
$
|
18,062
|
|
2020
|
2019 (1)
|
2018 (1)
|
Total Charges
Incurred to Date
|
||||||||||||
(Credits) Charges by Segment:
|
||||||||||||||||
Research Publishing & Platforms
|
$
|
340
|
$
|
1,131
|
$
|
5,257
|
$
|
26,884
|
||||||||
Academic & Professional Learning
|
(5
|
)
|
1,139
|
8,244
|
42,834
|
|||||||||||
Education Services
|
(103
|
)
|
389
|
1,894
|
3,764
|
|||||||||||
Corporate Expenses
|
(438
|
)
|
459
|
13,171
|
95,940
|
|||||||||||
Total Restructuring and Related (Credits) Charges
|
$
|
(206
|
)
|
$
|
3,118
|
$
|
28,566
|
$
|
169,422
|
|||||||
(Credits) Charges by Activity:
|
||||||||||||||||
Severance and termination benefits
|
$
|
(250
|
)
|
$
|
1,456
|
$
|
27,213
|
$
|
116,009
|
|||||||
Consulting and contract termination costs
|
(171
|
)
|
526
|
1,815
|
20,984
|
|||||||||||
Other activities
|
215
|
1,136
|
(462
|
)
|
32,429
|
|||||||||||
Total Restructuring and Related (Credits) Charges
|
$
|
(206
|
)
|
$
|
3,118
|
$
|
28,566
|
$
|
169,422
|
(1) |
As previously announced, we have changed our segment reporting structure to align with our strategic focus areas. See Note 20, “Segment Information,” for more details.
|
|
April 30, 2019
|
(Credits)
|
Payments
|
Adoption of
New Lease
Standard (1)
|
Foreign
Translation &
Other Adjustments
|
April 30, 2020
|
||||||||||||||||||
Severance and termination benefits
|
$
|
4,887
|
$
|
(250
|
)
|
$
|
(3,238
|
)
|
$
|
—
|
$
|
(39
|
)
|
$
|
1,360
|
|||||||||
Consulting and contract termination costs
|
303
|
(171
|
)
|
(132
|
)
|
—
|
—
|
—
|
||||||||||||||||
Other activities
|
2,544
|
—
|
—
|
(2,270
|
)
|
(44
|
)
|
230
|
||||||||||||||||
Total
|
$
|
7,734
|
$
|
(421
|
)
|
$
|
(3,370
|
)
|
$
|
(2,270
|
)
|
$
|
(83
|
)
|
$
|
1,590
|
(1) |
Refer to Note 2, “Summary of Significant Accounting Policies, Recently Issued, and Recently Adopted Accounting Standards,” and Note 12, “Operating Leases” for more information related to the adoption of the new lease standard.
|
|
2020
|
2019
|
||||||
Finished Goods
|
$
|
36,014
|
$
|
33,736
|
||||
Work-in-Process
|
1,398
|
2,094
|
||||||
Paper and Other Materials
|
331
|
373
|
||||||
Total Inventories Before Estimated Sales Returns and LIFO Reserve
|
37,743
|
36,203
|
||||||
Inventory Value of Estimated Sales Returns
|
8,686
|
3,739
|
||||||
LIFO Reserve
|
(2,815
|
)
|
(4,360
|
)
|
||||
Total Inventories
|
$
|
43,614
|
$
|
35,582
|
|
2020
|
2019
|
||||||
Book Composition Costs
|
$
|
18,744
|
$
|
19,197
|
||||
Software Costs
|
28,995
|
38,048
|
||||||
Content Development Costs
|
5,904
|
5,225
|
||||||
Total
|
$
|
53,643
|
$
|
62,470
|
|
2020
|
2019
|
||||||
Capitalized Software
|
$
|
471,844
|
$
|
440,437
|
||||
Computer Hardware
|
46,640
|
68,718
|
||||||
Buildings and Leasehold Improvements
|
99,230
|
118,685
|
||||||
Furniture, Fixtures, and Warehouse Equipment
|
44,104
|
57,471
|
||||||
Land and Land Improvements
|
3,298
|
3,390
|
||||||
Technology, Property and Equipment, gross
|
665,116
|
688,701
|
||||||
Accumulated Depreciation and Amortization
|
(367,111
|
)
|
(399,680
|
)
|
||||
Total
|
$
|
298,005
|
$
|
289,021
|
|
2020
|
2019
|
2018
|
|||||||||
Capitalized Software Amortization Expense
|
$
|
55,685
|
$
|
50,095
|
$
|
45,449
|
||||||
Depreciation and Amortization Expense, Excluding Capitalized Software
|
21,031
|
19,323
|
18,878
|
|||||||||
Total Depreciation and Amortization Expense for Technology, Property and Equipment
|
$
|
76,716
|
$
|
69,418
|
$
|
64,327
|
|
2019
|
Acquisitions (1)
|
Impairment
|
Foreign
Translation
Adjustment
|
2020
|
|||||||||||||||
Research Publishing & Platforms
|
$
|
438,511
|
$
|
19,356
|
$
|
—
|
$
|
(9,737
|
)
|
$
|
448,130
|
|||||||||
Academic & Professional Learning
|
458,145
|
45,410
|
—
|
(2,464
|
)
|
501,091
|
||||||||||||||
Education Services
|
199,010
|
82,561
|
(110,000
|
)
|
(4,002
|
)
|
167,569
|
|||||||||||||
Total
|
$
|
1,095,666
|
$
|
147,327
|
$
|
(110,000
|
)
|
$
|
(16,203
|
)
|
$
|
1,116,790
|
(1) |
Refer to Note 4, “Acquisitions,” in the Notes to Consolidated Financial Statements for more information related to the acquisitions that occurred in the year ended April 30, 2020.
|
|
2020
|
2019
|
||||||||||||||||||||||||||||||
Cost
|
Accumulated
Amortization
|
Accumulated
Impairment
|
Net
|
Cost
|
Accumulated
Amortization
|
Accumulated
Impairment
|
Net
|
|||||||||||||||||||||||||
Intangible Assets with Definite Lives, net
|
||||||||||||||||||||||||||||||||
Content and Publishing Rights
|
$
|
806,862
|
$
|
(444,756
|
)
|
$
|
—
|
$
|
362,106
|
$
|
806,628
|
$
|
(417,456
|
)
|
$
|
—
|
$
|
389,172
|
||||||||||||||
Customer Relationships
|
377,652
|
(87,234
|
)
|
—
|
290,418
|
310,977
|
(65,147
|
)
|
—
|
245,830
|
||||||||||||||||||||||
Developed Technology
|
19,225
|
(3,273
|
)
|
(2,841
|
)
|
13,111
|
—
|
—
|
—
|
—
|
||||||||||||||||||||||
Brands and Trademarks
|
42,877
|
(22,689
|
)
|
—
|
20,188
|
32,802
|
(19,809
|
)
|
—
|
12,993
|
||||||||||||||||||||||
Covenants not to Compete
|
1,675
|
(1,429
|
)
|
—
|
246
|
1,681
|
(1,236
|
)
|
—
|
445
|
||||||||||||||||||||||
Total (1)
|
1,248,291
|
(559,381
|
)
|
(2,841
|
)
|
686,069
|
1,152,088
|
(503,648
|
)
|
—
|
648,440
|
|||||||||||||||||||||
Intangible Assets with Indefinite Lives
|
||||||||||||||||||||||||||||||||
Brands and Trademarks
|
130,107
|
—
|
(93,107
|
)
|
37,000
|
134,509
|
—
|
(3,600
|
)
|
130,909
|
||||||||||||||||||||||
Publishing Rights
|
84,336
|
—
|
—
|
84,336
|
86,223
|
—
|
—
|
86,223
|
||||||||||||||||||||||||
Total
|
214,443
|
—
|
(93,107
|
)
|
121,336
|
220,732
|
—
|
(3,600
|
)
|
217,132
|
||||||||||||||||||||||
Total Intangible Assets, Net
|
$
|
1,462,734
|
$
|
(559,381
|
)
|
$
|
(95,948
|
)
|
$
|
807,405
|
$
|
1,372,820
|
$
|
(503,648
|
)
|
$
|
(3,600
|
)
|
$
|
865,572
|
(1) |
Refer to Note 4, “Acquisitions,” in the Notes to Consolidated Financial Statements for more information related to the acquisitions that occurred in 2020 and 2019.
|
Fiscal Year
|
Amount
|
|||
2021
|
$
|
65,570
|
||
2022
|
59,748
|
|||
2023
|
53,796
|
|||
2024
|
50,554
|
|||
2025
|
46,364
|
|||
Thereafter
|
410,037
|
|||
Total
|
$
|
686,069
|
|
April 30, 2020
|
|||
Operating lease right-of-use assets
|
$
|
142,716
|
||
Short-term portion of operating lease liabilities
|
21,810
|
|||
Operating lease liabilities, non-current
|
$
|
159,782
|
Year Ended
April 30, 2020
|
||||
Operating lease cost (1)
|
$
|
26,027
|
||
Variable lease cost
|
3,856
|
|||
Short-term lease cost
|
86
|
|||
Sublease income
|
(691
|
)
|
||
Total net lease cost
|
$
|
29,278
|
(1)
|
Operating lease cost does not include those costs included in Restructuring and Related Charges on the Consolidated Statements of (Loss) Income. See Note 7, “Restructuring and Related Charges” for more information on these programs.
|
|
Weighted-Average
Remaining
Contractual
Lease Term (Years)
|
Year Ended
April 30, 2020
|
||||||
Operating leases
|
10
|
|||||||
Weighted-average discount rate:
|
||||||||
Operating leases
|
5.89
|
%
|
||||||
Cash paid for amounts included in the measurement of lease liabilities:
|
||||||||
Operating cash flows from operating leases
|
$
|
28,243
|
Fiscal Year
|
Operating Lease
Liabilities
|
|||
2021
|
$
|
32,303
|
||
2022
|
27,338
|
|||
2023
|
24,659
|
|||
2024
|
23,215
|
|||
2025
|
22,004
|
|||
Thereafter
|
113,848
|
|||
Total future undiscounted minimum lease payments
|
243,367
|
|||
Less: Imputed interest
|
61,775
|
|||
Present Value of Minimum Lease Payments
|
181,592
|
|||
Less: Current portion
|
21,810
|
|||
Noncurrent portion
|
$
|
159,782
|
|
2019
|
2018
|
||||||
Minimum Rental
|
$
|
29,066
|
$
|
31,451
|
||||
Less: Sublease Rentals
|
(719
|
)
|
(708
|
)
|
||||
Total
|
$
|
28,347
|
$
|
30,743
|
|
2020
|
2019
|
2018
|
|||||||||
Current Provision
|
||||||||||||
U.S. – Federal
|
$
|
1,145
|
$
|
2,384
|
$
|
(2,216
|
)
|
|||||
International
|
37,494
|
52,518
|
46,112
|
|||||||||
State and Local
|
172
|
2,536
|
961
|
|||||||||
Total Current Provision
|
$
|
38,811
|
$
|
57,438
|
$
|
44,857
|
||||||
Deferred (Benefit) Provision
|
||||||||||||
U.S. – Federal
|
$
|
(8,476
|
)
|
$
|
335
|
$
|
(26,062
|
)
|
||||
International
|
(15,022
|
)
|
(7,630
|
)
|
2,420
|
|||||||
State and Local
|
(4,118
|
)
|
(5,454
|
)
|
530
|
|||||||
Total Deferred (Benefit) Provision
|
$
|
(27,616
|
)
|
$
|
(12,749
|
)
|
$
|
(23,112
|
)
|
|||
Total Provision
|
$
|
11,195
|
$
|
44,689
|
$
|
21,745
|
|
2020
|
2019
|
2018
|
|||||||||
International
|
$
|
104,185
|
$
|
204,326
|
$
|
219,178
|
||||||
United States
|
(167,277
|
)
|
8,626
|
(5,247
|
)
|
|||||||
Total
|
$
|
(63,092
|
)
|
$
|
212,952
|
$
|
213,931
|
|
2020
|
2019
|
2018
|
|||||||||
U.S. Federal Statutory Rate
|
21.0
|
%
|
21.0
|
%
|
30.4
|
%
|
||||||
Cost (Benefit) of Higher (Lower) Taxes on Non-U.S. Income
|
4.8
|
0.9
|
(8.4
|
)
|
||||||||
State Income Taxes, net of U.S. Federal Tax Benefit
|
3.3
|
(1.3
|
)
|
0.4
|
||||||||
Deferred Tax (Benefit) from U.S. Tax Act
|
—
|
0.1
|
(11.7
|
)
|
||||||||
Tax Credits and Related Benefits
|
(1.1
|
)
|
(0.8
|
)
|
(1.7
|
)
|
||||||
Impairment of goodwill and intangibles
|
(42.3
|
)
|
—
|
—
|
||||||||
Other
|
(3.4
|
)
|
1.1
|
1.2
|
||||||||
Effective Income Tax Rate
|
(17.7
|
)%
|
21.0
|
%
|
10.2
|
%
|
|
2020
|
2019
|
||||||
Balance at May 1
|
$
|
7,659
|
$
|
6,833
|
||||
Additions for Current Year Tax Positions
|
694
|
1,473
|
||||||
Additions for Prior Year Tax Positions
|
—
|
414
|
||||||
Reductions for Prior Year Tax Positions
|
(655
|
)
|
(578
|
)
|
||||
Foreign Translation Adjustment
|
(15
|
)
|
(42
|
)
|
||||
Payments and Settlements
|
(56
|
)
|
(136
|
)
|
||||
Reductions for Lapse of Statute of Limitations
|
(1,433
|
)
|
(305
|
)
|
||||
Balance at April 30
|
$
|
6,194
|
$
|
7,659
|
|
2020
|
2019
|
||||||
Net Operating Losses
|
$
|
17,966
|
$
|
14,491
|
||||
Reserve for Sales Returns and Doubtful Accounts
|
2,638
|
2,923
|
||||||
Accrued Employee Compensation
|
20,114
|
17,528
|
||||||
Foreign and Federal Credits
|
31,487
|
34,401
|
||||||
Other Accrued Expenses
|
11,827
|
6,262
|
||||||
Retirement and Post-Employment Benefits
|
37,927
|
40,653
|
||||||
Total Gross Deferred Tax Assets
|
$
|
121,959
|
$
|
116,258
|
||||
Less Valuation Allowance
|
(23,287
|
)
|
(21,179
|
)
|
||||
Total Deferred Tax Assets
|
$
|
98,672
|
$
|
95,079
|
||||
Prepaid Expenses and Other Current Assets
|
$
|
(1,142
|
)
|
$
|
(744
|
)
|
||
Unremitted Foreign Earnings
|
(1,985
|
)
|
(1,985
|
)
|
||||
Intangible and Fixed Assets
|
(205,882
|
)
|
(226,898
|
)
|
||||
Total Deferred Tax Liabilities
|
$
|
(209,009
|
)
|
$
|
(229,627
|
)
|
||
Net Deferred Tax Liabilities
|
$
|
(110,337
|
)
|
$
|
(134,548
|
)
|
||
Reported As
|
||||||||
Deferred Tax Assets
|
$
|
8,790
|
$
|
9,227
|
||||
Deferred Tax Liabilities
|
(119,127
|
)
|
(143,775
|
)
|
||||
Net Deferred Tax Liabilities
|
$
|
(110,337
|
)
|
$
|
(134,548
|
)
|
•
|
Retirement Plan for the Employees of John Wiley & Sons, Canada was frozen effective December 31, 2015;
|
•
|
Retirement Plan for the Employees of John Wiley & Sons, Ltd., a U.K. plan was frozen effective April 30, 2015 and;
|
•
|
U.S. Employees’ Retirement Plan, Supplemental Benefit Plan, and Supplemental Executive Retirement Plan, were frozen effective June 30, 2013.
|
|
2020
|
2019
|
2018
|
|||||||||||||||||||||
U.S.
|
Non-U.S.
|
U.S.
|
Non-U.S.
|
U.S.
|
Non-U.S.
|
|||||||||||||||||||
Service Cost
|
$
|
—
|
$
|
1,851
|
$
|
—
|
$
|
912
|
$
|
—
|
$
|
960
|
||||||||||||
Interest Cost
|
11,247
|
12,652
|
11,704
|
12,943
|
11,666
|
13,876
|
||||||||||||||||||
Expected Return on Plan Assets
|
(14,038
|
)
|
(26,116
|
)
|
(13,472
|
)
|
(25,551
|
)
|
(13,154
|
)
|
(26,385
|
)
|
||||||||||||
Net Amortization of Prior Service Cost
|
(154
|
)
|
73
|
(154
|
)
|
57
|
(154
|
)
|
57
|
|||||||||||||||
Recognized Net Actuarial Loss
|
2,403
|
3,993
|
2,035
|
3,746
|
2,289
|
3,832
|
||||||||||||||||||
Curtailment/Settlement Loss
|
—
|
291
|
—
|
—
|
—
|
19
|
||||||||||||||||||
Net Pension (Income) Expense
|
$
|
(542
|
)
|
$
|
(7,256
|
)
|
$
|
113
|
$
|
(7,893
|
)
|
$
|
647
|
$
|
(7,641
|
)
|
||||||||
Discount Rate
|
4.1
|
%
|
2.4
|
%
|
4.3
|
%
|
2.6
|
%
|
4.1
|
%
|
2.6
|
%
|
||||||||||||
Rate of Compensation Increase
|
N/A
|
3.0
|
%
|
N/A
|
3.0
|
%
|
N/A
|
3.0
|
%
|
|||||||||||||||
Expected Return on Plan Assets
|
6.8
|
%
|
6.5
|
%
|
6.8
|
%
|
6.5
|
%
|
6.8
|
%
|
6.5
|
%
|
|
U.S.
|
Non-U.S.
|
Total
|
|||||||||
Actuarial Loss
|
$
|
3,666
|
$
|
4,323
|
$
|
7,989
|
||||||
Prior Service Cost
|
(154
|
)
|
55
|
(99
|
)
|
|||||||
Total
|
$
|
3,512
|
$
|
4,378
|
$
|
7,890
|
● |
Level 1: Unadjusted quoted prices in active markets for identical assets.
|
● |
Level 2: Observable inputs other than those included in Level 1. For example, quoted prices for similar assets in active markets or quoted prices for identical assets in inactive markets.
|
● |
Level 3: Unobservable inputs reflecting assumptions about the inputs used in pricing the asset.
|
|
2020
|
2019
|
||||||||||||||||||||||
Level 1
|
Level 2
|
Total
|
Level 1
|
Level 2
|
Total
|
|||||||||||||||||||
U.S. Plan Assets
|
||||||||||||||||||||||||
Investments measured at NAV:
|
||||||||||||||||||||||||
Global Equity Securities: Limited Partnership
|
$
|
110,965
|
$
|
109,490
|
||||||||||||||||||||
Fixed Income Securities: Commingled Trust Funds
|
102,981
|
104,138
|
||||||||||||||||||||||
Other: Real Estate Commingled Trust Fund
|
—
|
—
|
||||||||||||||||||||||
Total Assets at NAV
|
$
|
213,946
|
$
|
213,628
|
||||||||||||||||||||
Non-U.S. Plan Assets
|
||||||||||||||||||||||||
Equity Securities:
|
||||||||||||||||||||||||
U.S. Equities
|
$
|
—
|
$
|
36,842
|
$
|
36,842
|
$
|
—
|
$
|
39,652
|
$
|
39,652
|
||||||||||||
Non-U.S. Equities
|
—
|
103,460
|
103,460
|
—
|
117,575
|
117,575
|
||||||||||||||||||
Balanced Managed Funds
|
—
|
44,989
|
44,989
|
—
|
48,550
|
48,550
|
||||||||||||||||||
Fixed Income Securities: Commingled Funds
|
3,431
|
254,134
|
257,565
|
855
|
199,720
|
200,575
|
||||||||||||||||||
Other:
|
||||||||||||||||||||||||
Real Estate/Other
|
—
|
490
|
490
|
—
|
501
|
501
|
||||||||||||||||||
Cash and Cash Equivalents
|
2,134
|
—
|
2,134
|
1,396
|
—
|
1,396
|
||||||||||||||||||
Total Non-U.S. Plan Assets
|
$
|
5,565
|
$
|
439,915
|
$
|
445,480
|
$
|
2,251
|
$
|
405,998
|
$
|
408,249
|
||||||||||||
Total Plan Assets
|
$
|
5,565
|
$
|
439,915
|
$
|
659,426
|
$
|
2,251
|
$
|
405,998
|
$
|
621,877
|
Fiscal Year
|
U.S.
|
Non-U.S.
|
Total
|
||||||
2021
|
$
|
16,581
|
$
|
9,733
|
$
|
26,314
|
|||
2022
|
15,205
|
10,743
|
25,948
|
||||||
2023
|
15,533
|
11,065
|
26,598
|
||||||
2024
|
15,713
|
11,691
|
27,404
|
||||||
2025
|
15,363
|
13,439
|
28,802
|
||||||
2026 – 2030
|
77,026
|
71,836
|
148,862
|
||||||
Total
|
$
|
155,421
|
$
|
128,507
|
$
|
283,928
|
|
2020
|
2019
|
2018
|
|||||||||||||||||||||||||||||
Number
of Options
(in 000’s)
|
Weighted
Average
Exercise
Price
|
Weighted
Average
Remaining
Term
(in years)
|
Aggregate
Intrinsic
Value
(in millions)
|
Number
of Options
(in 000’s)
|
Weighted
Average
Exercise
Price
|
Number
of Options
(in 000’s)
|
Weighted
Average
Exercise
Price
|
|||||||||||||||||||||||||
Outstanding at Beginning of Year
|
372
|
$
|
49.70
|
611
|
$
|
48.88
|
1,429
|
$
|
47.39
|
|||||||||||||||||||||||
Granted
|
—
|
$
|
—
|
—
|
$
|
—
|
—
|
$
|
—
|
|||||||||||||||||||||||
Exercised
|
(34
|
)
|
$
|
38.32
|
(229
|
)
|
$
|
47.21
|
(788
|
)
|
$
|
45.97
|
||||||||||||||||||||
Expired or Forfeited
|
(52
|
)
|
$
|
54.57
|
(10
|
)
|
$
|
56.97
|
(30
|
)
|
$
|
54.24
|
||||||||||||||||||||
Outstanding at End of Year
|
286
|
$
|
50.14
|
2.0
|
$
|
—
|
372
|
$
|
49.70
|
611
|
$
|
48.88
|
||||||||||||||||||||
Exercisable at End of Year
|
286
|
$
|
50.14
|
2.0
|
$
|
—
|
372
|
$
|
49.70
|
530
|
$
|
47.43
|
||||||||||||||||||||
Vested and Expected to Vest in the Future at April 30
|
286
|
$
|
50.14
|
2.0
|
$
|
—
|
372
|
$
|
49.70
|
599
|
$
|
48.90
|
|
Options Outstanding
|
Options Exercisable
|
||||||||||
Range of Exercise Prices
|
Number
of Options
(in 000’s)
|
Weighted Average
Remaining
Term
(in years)
|
Weighted
Average
Exercise
Price
|
Number
of Options
(in 000’s)
|
Weighted
Average
Exercise
Price
|
|||||||
$39.53 to $40.02
|
78
|
1.5
|
$
|
39.69
|
78
|
$
|
39.69
|
|||||
$48.06 to $49.55
|
88
|
1.2
|
$
|
48.75
|
88
|
$
|
48.75
|
|||||
$55.99 to $59.70
|
120
|
2.9
|
$
|
57.89
|
120
|
$
|
57.89
|
|||||
Total/Average
|
286
|
2.0
|
$
|
50.14
|
286
|
$
|
50.14
|
|
2020
|
2019
|
2018
|
|||||||||||||
Restricted
Shares
|
Weighted
Average
Grant Date
Value
|
Restricted
Shares
|
Restricted
Shares
|
|||||||||||||
Nonvested Shares at Beginning of Year
|
756
|
$
|
57.38
|
861
|
913
|
|||||||||||
Granted
|
759
|
$
|
44.46
|
415
|
525
|
|||||||||||
Change in Shares Due to Performance
|
(70
|
)
|
$
|
50.17
|
(19
|
)
|
(107
|
)
|
||||||||
Vested and Issued
|
(329
|
)
|
$
|
53.14
|
(357
|
)
|
(318
|
)
|
||||||||
Forfeited
|
(173
|
)
|
$
|
53.35
|
(144
|
)
|
(152
|
)
|
||||||||
Nonvested Shares at End of Year
|
943
|
$
|
49.74
|
756
|
861
|
|
2020
|
2019
|
2018
|
|||||||||
Shares repurchased – Class A
|
1,079,936
|
1,191,496
|
713,177
|
|||||||||
Shares repurchased – Class B
|
2,281
|
—
|
—
|
|||||||||
Average Price – Class A and Class B
|
$
|
43.05
|
$
|
50.35
|
$
|
55.65
|
Changes in Common Stock A:
|
2020
|
2019
|
2018
|
|||||||||
Number of shares, beginning of year
|
70,127
|
70,111
|
70,086
|
|||||||||
Common stock class conversions and other
|
39
|
16
|
25
|
|||||||||
Number of shares issued, end of year
|
70,166
|
70,127
|
70,111
|
|||||||||
Changes in Common Stock A in treasury:
|
||||||||||||
Number of shares held, beginning of year
|
22,634
|
21,853
|
22,097
|
|||||||||
Purchase of treasury shares
|
1,080
|
1,192
|
713
|
|||||||||
Restricted shares issued under stock-based compensation plans - non-PSU Awards
|
(232
|
)
|
(205
|
)
|
(133
|
)
|
||||||
Restricted shares issued under stock-based compensation plans - PSU Awards
|
(68
|
)
|
(110
|
)
|
(126
|
)
|
||||||
Shares issued under the Director Plan to Directors
|
(97
|
)
|
(5
|
)
|
(20
|
)
|
||||||
Stock grants of fully vested Class A shares - common stock
|
—
|
—
|
(20
|
)
|
||||||||
Restricted shares, forfeited
|
1
|
9
|
15
|
|||||||||
Restricted shares issued from exercise of stock options
|
(34
|
)
|
(229
|
)
|
(788
|
)
|
||||||
Shares withheld for taxes
|
122
|
130
|
116
|
|||||||||
Other
|
(1
|
)
|
(1
|
)
|
(1
|
)
|
||||||
Number of shares held, end of year
|
23,405
|
22,634
|
21,853
|
|||||||||
Number of Common Stock A outstanding, end of year
|
46,761
|
47,493
|
48,258
|
Changes in Common Stock B:
|
2020
|
2019
|
2018
|
|||||||||
Number of shares, beginning of year
|
13,055
|
13,071
|
13,096
|
|||||||||
Common stock class conversions and other
|
(39
|
)
|
(16
|
)
|
(25
|
)
|
||||||
Number of shares issued, end of year
|
13,016
|
13,055
|
13,071
|
|||||||||
Changes in Common Stock B in treasury:
|
||||||||||||
Number of shares held, beginning of year
|
3,918
|
3,918
|
3,918
|
|||||||||
Shares repurchased
|
2
|
—
|
—
|
|||||||||
Number of shares held, end of year
|
3,920
|
3,918
|
3,918
|
|||||||||
Number of Common Stock B outstanding, end of year
|
9,096
|
9,137
|
9,153
|
Date of Declaration by Board of Directors
|
Quarterly Cash Dividend
|
Total Dividend
|
Class of Common Stock
|
Dividend Paid Date
|
Shareholders of Record as of Date
|
June 27, 2019
|
$0.34 per common share
|
$19.2 million
|
Class A and
Class B
|
July 24, 2019
|
July 10, 2019
|
September 26, 2019
|
$0.34 per common share
|
$19.1 million
|
Class A and
Class B
|
October 23, 2019
|
October 8, 2019
|
December 18, 2019
|
$0.34 per common share
|
$19.0 million
|
Class A and
Class B
|
January 16, 2020
|
January 2, 2020
|
March 18, 2020
|
$0.34 per common share
|
$19.0 million
|
Class A and
Class B
|
April 15, 2020
|
March 31, 2020
|
|
For the Years Ended April 30,
|
|||||||||||
2020
|
2019
|
2018
|
||||||||||
Revenue:
|
||||||||||||
Research Publishing & Platforms
|
$
|
948,839
|
$
|
939,217
|
$
|
936,857
|
||||||
Academic & Professional Learning
|
650,789
|
703,303
|
740,115
|
|||||||||
Education Services
|
231,855
|
157,549
|
119,131
|
|||||||||
Total Revenue
|
$
|
1,831,483
|
$
|
1,800,069
|
$
|
1,796,103
|
||||||
Contribution to (Loss) Profit:
|
||||||||||||
Research Publishing & Platforms
|
$
|
169,119
|
$
|
259,754
|
$
|
272,904
|
||||||
Academic & Professional Learning
|
74,176
|
146,265
|
144,041
|
|||||||||
Education Services
|
(117,515
|
)
|
(13,272
|
)
|
(1,899
|
)
|
||||||
Total Contribution to Profit
|
$
|
125,780
|
$
|
392,747
|
$
|
415,046
|
||||||
Corporate Expenses
|
(180,067
|
)
|
(168,758
|
)
|
(183,585
|
)
|
||||||
Operating (Loss) Income
|
$
|
(54,287
|
)
|
$
|
223,989
|
$
|
231,461
|
|||||
Adjusted Contribution to Profit: (1)
|
||||||||||||
Research Publishing & Platforms
|
$
|
265,353
|
$
|
260,885
|
$
|
278,161
|
||||||
Academic & Professional Learning
|
84,646
|
147,404
|
155,885
|
|||||||||
Education Services
|
(3,844
|
)
|
(12,883
|
)
|
(5
|
)
|
||||||
Total Adjusted Contribution to Profit
|
$
|
346,155
|
$
|
395,406
|
$
|
434,041
|
||||||
Adjusted Corporate Expenses
|
(165,487
|
)
|
(168,299
|
)
|
(170,414
|
)
|
||||||
Total Adjusted Operating Income
|
$
|
180,668
|
$
|
227,107
|
$
|
263,627
|
||||||
Depreciation and Amortization:
|
||||||||||||
Research Publishing & Platforms
|
$
|
69,495
|
$
|
60,889
|
$
|
54,805
|
||||||
Academic & Professional Learning
|
69,807
|
68,126
|
72,274
|
|||||||||
Education Services
|
24,131
|
18,117
|
13,112
|
|||||||||
Total Depreciation and Amortization
|
$
|
163,433
|
$
|
147,132
|
$
|
140,191
|
||||||
Corporate Depreciation and Amortization
|
11,694
|
14,023
|
13,798
|
|||||||||
Total Depreciation and Amortization
|
$
|
175,127
|
$
|
161,155
|
$
|
153,989
|
||||||
Adjusted EBITDA: (2)
|
||||||||||||
Research Publishing & Platforms
|
$
|
334,848
|
$
|
321,774
|
$
|
332,966
|
||||||
Academic & Professional Learning
|
154,453
|
215,530
|
228,159
|
|||||||||
Education Services
|
20,287
|
5,234
|
13,107
|
|||||||||
Total Segment Adjusted EBITDA
|
$
|
509,588
|
$
|
542,538
|
$
|
574,232
|
||||||
Corporate Adjusted EBITDA
|
(153,793
|
)
|
(154,276
|
)
|
(156,616
|
)
|
||||||
Total Adjusted EBITDA
|
$
|
355,795
|
$
|
388,262
|
$
|
417,616
|
(1) |
Adjusted Contribution to Profit is Contribution to (Loss) Profit adjusted for restructuring charges and impairment of goodwill and intangible assets. See Note 7, “Restructuring and Related Charges” and Note 11, “Goodwill and Intangible Assets” for these charges by segment.
|
(2) |
Adjusted EBITDA is Adjusted Contribution to Profit with depreciation and amortization added back.
|
|
For the Years Ended April 30,
|
|||||||||||
2020
|
2019
|
2018
|
||||||||||
Net (Loss) Income
|
$
|
(74,287
|
)
|
$
|
168,263
|
$
|
192,186
|
|||||
Interest expense
|
24,959
|
16,121
|
13,274
|
|||||||||
Provision for income taxes
|
11,195
|
44,689
|
21,745
|
|||||||||
Depreciation and amortization
|
175,127
|
161,155
|
153,989
|
|||||||||
Non-GAAP EBITDA
|
$
|
136,994
|
$
|
390,228
|
$
|
381,194
|
||||||
Impairment of goodwill and intangible assets
|
202,348
|
—
|
3,600
|
|||||||||
Restructuring and related charges
|
32,607
|
3,118
|
28,566
|
|||||||||
Foreign exchange transaction (gains) losses
|
(2,773
|
)
|
6,016
|
12,819
|
||||||||
Interest and other income
|
(13,381
|
)
|
(11,100
|
)
|
(8,563
|
)
|
||||||
Non-GAAP Adjusted EBITDA
|
$
|
355,795
|
$
|
388,262
|
$
|
417,616
|
|
For the Years Ended April 30,
|
|||||||||||
2020
|
2019
|
2018
|
||||||||||
Total Assets
|
||||||||||||
Research Publishing & Platforms
|
$
|
1,225,313
|
$
|
1,172,145
|
$
|
1,242,458
|
||||||
Academic & Professional Learning
|
924,924
|
959,601
|
942,598
|
|||||||||
Education Services
|
486,316
|
440,516
|
199,023
|
|||||||||
Corporate
|
532,241
|
376,504
|
455,372
|
|||||||||
Total
|
$
|
3,168,794
|
$
|
2,948,766
|
$
|
2,839,451
|
||||||
Product Development Spending and Additions to Technology, Property and Equipment
|
||||||||||||
Research Publishing & Platforms
|
$
|
(16,329
|
)
|
$
|
(12,928
|
)
|
$
|
(24,961
|
)
|
|||
Academic & Professional Learning
|
(38,229
|
)
|
(32,337
|
)
|
(43,625
|
)
|
||||||
Education Services
|
(613
|
)
|
(3,160
|
)
|
(5,991
|
)
|
||||||
Corporate
|
(60,030
|
)
|
(53,168
|
)
|
(76,151
|
)
|
||||||
Total
|
$
|
(115,201
|
)
|
$
|
(101,593
|
)
|
(150,728
|
)
|
|
Revenue, net
|
Technology, Property and Equipment, Net
|
||||||||||||||||||||||
2020
|
2019
|
2018
|
2020
|
2019
|
2018
|
|||||||||||||||||||
United States
|
$
|
944,075
|
$
|
932,927
|
$
|
913,852
|
$
|
261,296
|
$
|
252,459
|
$
|
249,542
|
||||||||||||
United Kingdom
|
174,567
|
150,242
|
147,406
|
18,076
|
18,331
|
20,955
|
||||||||||||||||||
Germany
|
113,664
|
97,505
|
98,404
|
8,059
|
8,423
|
9,259
|
||||||||||||||||||
Japan
|
75,104
|
77,145
|
81,572
|
112
|
87
|
72
|
||||||||||||||||||
Australia
|
73,718
|
77,453
|
78,270
|
1,051
|
1,440
|
1,454
|
||||||||||||||||||
China
|
58,870
|
55,024
|
53,076
|
492
|
688
|
229
|
||||||||||||||||||
Canada
|
56,370
|
50,882
|
55,568
|
1,734
|
2,659
|
3,635
|
||||||||||||||||||
France
|
45,033
|
51,441
|
51,826
|
1,358
|
403
|
635
|
||||||||||||||||||
Scandinavia
|
29,682
|
30,971
|
31,695
|
223
|
229
|
309
|
||||||||||||||||||
Other Countries
|
260,400
|
276,479
|
284,434
|
5,604
|
4,302
|
3,844
|
||||||||||||||||||
Total
|
$
|
1,831,483
|
$
|
1,800,069
|
$
|
1,796,103
|
$
|
298,005
|
$
|
289,021
|
$
|
289,934
|
Amounts in millions, except per share data
|
2020
|
2019
|
||||||
Revenue, net
|
||||||||
First Quarter
|
$
|
423.5
|
$
|
410.9
|
||||
Second Quarter
|
466.2
|
448.6
|
||||||
Third Quarter
|
467.1
|
449.4
|
||||||
Fourth Quarter
|
474.7
|
491.2
|
||||||
Year ended April 30,
|
$
|
1,831.5
|
$
|
1,800.1
|
||||
Gross Profit
|
||||||||
First Quarter
|
$
|
280.4
|
$
|
283.1
|
||||
Second Quarter
|
322.8
|
316.0
|
||||||
Third Quarter
|
313.2
|
305.5
|
||||||
Fourth Quarter
|
324.1
|
340.7
|
||||||
Year ended April 30,
|
$
|
1,240.5
|
$
|
1,245.3
|
||||
Operating (Loss) Income
|
||||||||
First Quarter
|
$
|
4.5
|
$
|
36.1
|
||||
Second Quarter
|
63.4
|
57.5
|
||||||
Third Quarter
|
48.5
|
50.3
|
||||||
Fourth Quarter
|
(170.7
|
)
|
80.1
|
|||||
Year ended April 30,
|
$
|
(54.3
|
)
|
$
|
224.0
|
|||
Net (Loss) Income
|
||||||||
First Quarter
|
$
|
3.6
|
$
|
26.3
|
||||
Second Quarter
|
44.7
|
43.8
|
||||||
Third Quarter
|
35.4
|
34.9
|
||||||
Fourth Quarter
|
(158.0
|
)
|
63.3
|
|||||
Year ended April 30,
|
$
|
(74.3
|
)
|
$
|
168.3
|
|
2020
|
2019
|
||||||||||||||
Basic
|
Diluted
|
Basic
|
Diluted
|
|||||||||||||
(Loss) Earnings Per Share (1)
|
||||||||||||||||
First Quarter
|
$
|
0.06
|
$
|
0.06
|
$
|
0.46
|
$
|
0.45
|
||||||||
Second Quarter
|
0.79
|
0.79
|
0.76
|
0.76
|
||||||||||||
Third Quarter
|
0.63
|
0.63
|
0.61
|
0.61
|
||||||||||||
Fourth Quarter (2)
|
(2.83
|
)
|
(2.83
|
)
|
1.11
|
1.10
|
||||||||||
Year ended April 30, (2)
|
$
|
(1.32
|
)
|
$
|
(1.32
|
)
|
$
|
2.94
|
$
|
2.91
|
(1) |
The sum of the quarterly earnings per share amounts may not agree to the respective annual amounts due to rounding.
|
(2) |
In calculating diluted net (loss) earnings per common share for the fourth quarter and year ended April 30, 2020, our diluted weighted average number of common shares outstanding excludes the effect of unvested restricted stock units and other stock awards as the effect was anti-dilutive. This occurs when a U.S. GAAP net loss is reported and the effect of using dilutive shares is antidilutive.
|
Plan Category
|
Number of
Securities to be
Issued Upon Exercise
of Outstanding Options,
Warrants and Rights (1)
|
Weighted Average
Exercise Price of
Outstanding Options,
Warrants and Rights
|
Number of
Securities Remaining
Available for Future
Issuance Under Equity
Compensation Plans (2)
|
|||||||||
Equity compensation plans approved by shareholders
|
1,228,430
|
$
|
50.14
|
3,501,116
|
(1)
|
This amount includes the following awards issued under the 2014 Key Employee Stock Plan:
|
● |
286,064 shares issuable upon the exercise of outstanding stock options with a weighted average exercise price of $50.14.
|
● |
942,366 non-vested performance-based and other restricted stock awards. Since these awards have no exercise price, they are not included in the weighted average exercise price calculation.
|
(2)
|
Per the terms of the 2014 Key Employee Stock Plan (“Plan”), a total of 6,500,000 shares shall be authorized for awards granted under the Plan, less one (1) share for every one (1) share that was subject to an option or stock appreciation right granted after April 30, 2014 under the 2009 Key Employee Stock Plan and 1.76 Shares for every one (1) share that was subject to an award other than an option or stock appreciation right granted after April 30, 2014 under the 2009 Key Employee Stock Plan. Any shares that are subject to options or stock appreciation rights shall be counted against this limit as one (1) share for every one (1) share granted, and any shares that are subject to awards other than options or stock appreciation rights shall be counted against this limit as 1.76 Shares for every one (1) share granted. After the Effective Date of the Plan, no awards may be granted under the 2009 Key Employee Stock Plan.
|
(a)
|
See Index to Consolidated Financial Statements and Schedule of this Annual Report on Form 10-K and are filed as part of this report.
|
(b)
|
Exhibits
|
3.1
|
Restated Certificate of Incorporation (incorporated by reference to the Company's Report on Form 10-K for the year ended April 30, 1992).
|
3.2
|
Certificate of Amendment of the Certificate of Incorporation dated October 13, 1995 (incorporated by reference to the Company's Report on Form 10-K for the year ended April 30, 1996).
|
3.3
|
Certificate of Amendment of the Certificate of Incorporation dated as of September 1998 (incorporated by reference to the Company's Report on Form 10-Q for the quarterly period ended October 31, 1998).
|
3.4
|
Certificate of Amendment of the Certificate of Incorporation dated as of September 1999 (incorporated by reference to the Company's Report on Form 10-Q for the quarterly period ended October 31, 1999).
|
3.5
|
Amended and Restated By-Laws dated as of September 2007 (incorporated by reference to the Company's Report on Form 10-K for the year ended April 30, 2018).
|
10.1
|
Amended and Restated Credit Agreement dated May 30, 2019, among the Company and Bank of America, N.A., as Administrative Agent, Swing Line Lender, and L/C Issuer, and the lenders and other agents party thereto (incorporated by reference to the Company's Report on Form 8-K filed on June 5, 2019).
|
10.2
|
Agreement of the Lease dated as of July 14, 2014 between Hub Properties Trust as Landlord, an independent third party and John Wiley and Sons, Inc as Tenant (incorporated by reference to the Company's Report on Form 10-Q for the quarterly period ended July 31, 2014).
|
10.3
|
2018 Director Stock Plan (incorporated by reference to the Company's Report on Form 10-K for the year ended April 30, 2019).
|
10.4
|
2014 Executive Annual Incentive Plan (incorporated by reference to the Company's Report on Form 10-Q for the quarterly period ended October 31, 2014).
|
10.5
|
Amended 2014 Key Employee Stock Plan (incorporated by reference to the Company's Report on Form 10-Q for the quarterly period ended October 31, 2014).
|
10.6
|
Supplemental Executive Retirement Plan as Amended and Restated effective as of January 1, 2009 (incorporated by reference to the Company's Report on Form 10-K for the year ended April 30, 2010).
|
10.7
|
|
10.8
|
Resolution amending the Supplemental Executive Retirement Plan to Cease Accruals and Freeze Participation effective June 30, 2013 (incorporated by reference to the Company’s Report on Form 10-K for the year ended April 30, 2013)
|
10.9
|
Supplemental Benefit Plan Amended and Restated as of January 1, 2009, including amendments through August 1, 2010 (incorporated by reference to the Company's Report on Form 10-Q for the quarterly period ended January 31, 2011).
|
10.10
|
Resolution amending the Supplemental Benefit (Retirement) Plan to Cease Accruals and Freeze Participation effective June 30, 2013 (incorporated by reference to the Company’s Report on Form 10-K for the year ended April 30, 2013).
|
10.11
|
Deferred Compensation Plan as Amended and Restated Effective as of January 1, 2008 (incorporated by reference to the Company's Report on Form 10-K for the year ended April 30, 2010).
|
10.12
|
Resolution amending the Deferred Compensation Plan effective July 1, 2013 (incorporated by reference to the Company’s Report on Form 10-K for the year ended April 30, 2013).
|
10.13
|
Deferred Compensation Plan for Directors' 2005 & After Compensation (incorporated by reference to the Report on Form 8-K, filed December 21, 2005).
|
10.14
|
Form of the Fiscal Year 2020 Qualified Executive Long Term Incentive Plan (incorporated by reference to the Company’s Report on Form 10-K for the year ended April 30, 2019).
|
10.15
|
Form of the Fiscal Year 2020 Qualified Executive Annual Incentive Plan (incorporated by reference to the Company’s Report on Form 10-K for the year ended April 30, 2019).
|
10.16
|
Form of the Fiscal Year 2020 Executive Annual Strategic Milestones Incentive Plan (incorporated by reference to the Company’s Report on Form 10-K for the year ended April 30, 2019).
|
10.17
|
Form of the Fiscal Year 2019 Qualified Executive Long Term Incentive Plan (incorporated by reference to the Company’s Report on Form 10-K for the year ended April 30, 2018).
|
10.18
|
Form of the Fiscal Year 2019 Qualified Executive Annual Incentive Plan (incorporated by reference to the Company’s Report on Form 10-K for the year ended April 30, 2018).
|
10.19
|
Form of the Fiscal Year 2019 Executive Annual Strategic Milestones Incentive Plan (incorporated by reference to the Company’s Report on Form 10-K for the year ended April 30, 2018).
|
10.20
|
Form of the Fiscal Year 2018 Qualified Executive Long Term Incentive Plan (incorporated by reference to the Company’s Report on Form 10-K for the year ended April 30, 2017).
|
10.21
|
Form of the Fiscal Year 2018 Qualified Executive Annual Incentive Plan (incorporated by reference to the Company’s Report on Form 10-K for the year ended April 30, 2017).
|
10.22
|
Form of the Fiscal Year 2018 Executive Annual Strategic Milestones Incentive Plan (incorporated by reference to the Company’s Report on Form 10-K for the year ended April 30, 2017).
|
10.23
|
Senior Executive Employment Agreement to Arbitrate dated as of April 29, 2003 (incorporated by reference to the Company's Report on Form 10-K for the year ended April 30, 2003).
|
10.24
|
Senior Executive Non-competition and Non-Disclosure Agreement dated as of April 29, 2003 (incorporated by reference to the Company's Report on Form 10-K for the year ended April 30, 2003).
|
10.25
|
Senior Executive Employment Agreement dated as of April 15, 2015 between Mark Allin and the Company (incorporated by reference to the Company's Report on Form 8-K dated as of April 15, 2015).
|
10.26
|
Separation and Release Agreement, effective June 9, 2017, between Mark Allin, former President and Chief Executive Officer and the Company (incorporated by reference to the Company’s Report on Form 10-Q for the period ended July 31, 2017).
|
10.27
|
Senior executive Employment Agreement dated as of May 20, 2013 between John A. Kritzmacher and the Company (incorporated by reference to the Company's Report on Form 8-K dated as of June 4, 2013).
|
10.28
|
Addendum to the Employment Agreement, effective June 26, 2017, between John A. Kritzmacher, and the Company (incorporated by reference to the Company’s Report on Form 10-Q for the period ended July 31, 2017).
|
10.29
|
Senior executive Employment Agreement letter dated as of March 15, 2004, between Gary M. Rinck and the Company (incorporated by reference to the Company's Report on Form 10-K for the year ended April 30, 2011).
|
10.30
|
Employment Letter dated September 26, 2016 between Judy Verses, Executive Vice President, and the Company (incorporated by reference to the Company's Report on Form 10-K for the year ended April 30, 2019).
|
10.31
|
Employment Letter dated October 12, 2017 between Brian A. Napack, President and Chief Executive Officer, and the Company (incorporated by reference to the Company’s Report on Form 10-Q for the period ended October 31, 2017).
|
10.32
|
Employment Letter dated February 5, 2019 between Matthew Kissner, Group Executive, and the Company (incorporated by reference to the Company’s Report on Form 8-K filed on February 7, 2019).
|
21*
|
List of Subsidiaries of the Company.
|
23*
|
Consent of KPMG LLP.
|
31.1*
|
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
31.2*
|
Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
32.1*
|
Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
32.2*
|
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
101.INS
|
Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).
|
101.SCH
|
Inline XBRL Taxonomy Extension Schema Document.
|
101.CAL
|
Inline XBRL Taxonomy Extension Calculation Linkbase Document.
|
101.DEF
|
Inline XBRL Taxonomy Extension Definition Linkbase Document.
|
101.LAB
|
Inline XBRL Taxonomy Extension Label Linkbase Document.
|
101.PRE
|
Inline XBRL Taxonomy Extension Presentation Linkbase Document.
|
104**
|
Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101
|
* |
Filed herewith
|
Description
|
Balance at
Beginning
of Period
|
Charged to
Expenses
|
Deductions
From Reserves
and Other(2)
|
Balance at
End of Period
|
||||||||||||
Year Ended April 30, 2020
|
||||||||||||||||
Allowance for Sales Returns (1)
|
$
|
18,542
|
$
|
48,829
|
$
|
47,729
|
$
|
19,642
|
||||||||
Allowance for Doubtful Accounts
|
$
|
14,307
|
$
|
5,470
|
$
|
1,442
|
$
|
18,335
|
||||||||
Allowance for Inventory Obsolescence
|
$
|
15,825
|
$
|
8,699
|
$
|
8,457
|
$
|
16,067
|
||||||||
Valuation Allowance on Deferred Tax Assets
|
$
|
21,179
|
$
|
2,108
|
$
|
—
|
$
|
23,287
|
||||||||
Year Ended April 30, 2019
|
||||||||||||||||
Allowance for Sales Returns (1)
|
$
|
18,628
|
$
|
37,483
|
$
|
37,569
|
$
|
18,542
|
||||||||
Allowance for Doubtful Accounts
|
$
|
10,107
|
$
|
5,279
|
$
|
1,079
|
$
|
14,307
|
||||||||
Allowance for Inventory Obsolescence
|
$
|
18,193
|
$
|
7,328
|
$
|
9,696
|
$
|
15,825
|
||||||||
Valuation Allowance on Deferred Tax Assets
|
$
|
8,811
|
$
|
51
|
$
|
(12,317
|
)
|
$
|
21,179
|
|||||||
Year Ended April 30, 2018
|
||||||||||||||||
Allowance for Sales Returns (1)
|
$
|
24,300
|
$
|
38,711
|
$
|
44,383
|
$
|
18,628
|
||||||||
Allowance for Doubtful Accounts
|
$
|
7,186
|
$
|
5,439
|
$
|
2,518
|
$
|
10,107
|
||||||||
Allowance for Inventory Obsolescence
|
$
|
21,096
|
$
|
9,182
|
$
|
12,085
|
$
|
18,193
|
||||||||
Valuation Allowance on Deferred Tax Assets
|
$
|
1,300
|
$
|
7,511
|
$
|
—
|
$
|
8,811
|
(1) |
Allowance for Sales Returns represents anticipated returns net of a recovery of inventory and royalty costs. The provision is reported as a reduction of gross sales to arrive at revenue and the reserve balance is reported as a reduction of Accounts Receivable, net (in the year ended April 30, 2018) with a corresponding increase in Inventories, net and a reduction in Accrued Royalties for the years ended April 30, 2020, 2019 and 2018. Due to the adoption of the revenue standard, the sales return reserve as of April 30, 2020 and 2019 is recorded in Contract Liabilities. In prior periods, it was recorded as a reduction of Accounts Receivable, net. See Note 3, “Revenue Recognition, Contracts with Customers,” of the Notes to Consolidated Financial Statements for more information.
|
(2) |
Deductions From Reserves and Other for the years ended April 30, 2020, 2019 and 2018 include foreign exchange translation adjustments. Included in Allowance for Doubtful Accounts are accounts written off, less recoveries. Included in Allowance for Inventory Obsolescence are items removed from inventory. Included in Valuation Allowance on Deferred Tax Assets for the year ended April 30, 2019 are foreign tax credits generated and valuation allowances needed in connection with the Tax Act.
|
JOHN WILEY & SONS, INC.
|
|||
(Company)
|
|||
Dated: June 26, 2020
|
By:
|
/s/ Brian A. Napack
|
|
Brian A. Napack
|
|||
President and Chief Executive Officer
|
Signatures
|
Titles
|
Dated
|
|||
/s/ Brian A. Napack
|
President and Chief Executive Officer and
|
June 26, 2020
|
|||
Brian A. Napack
|
Director
|
||||
/s/ John A. Kritzmacher
|
Executive Vice President, Chief Financial Officer, and Interim Chief Accounting Officer
|
June 26, 2020
|
|||
John A. Kritzmacher
|
|||||
/s/ Jesse C. Wiley
|
Chairman of the Board
|
June 26, 2020
|
|||
Jesse C. Wiley
|
|||||
/s/ Mari J. Baker
|
Director
|
June 26, 2020
|
|||
Mari J. Baker
|
|||||
/s/ George D. Bell
|
Director
|
June 26, 2020
|
|||
George D. Bell
|
|||||
/s/ Beth A. Birnbaum
|
Director
|
June 26, 2020
|
|||
Beth A. Birnbaum
|
|||||
/s/ David C. Dobson
|
Director
|
June 26, 2020
|
|||
David C. Dobson
|
|||||
/s/ Laurie A. Leshin
|
Director
|
June 26, 2020
|
|||
Laurie A. Leshin
|
|||||
/s/ Raymond W. McDaniel, Jr.
|
Director
|
June 26, 2020
|
|||
Raymond W. McDaniel, Jr.
|
|||||
/s/ William Pence
|
Director
|
June 26, 2020
|
|||
William Pence
|
|||||
/s/ William J. Pesce
|
Director
|
June 26, 2020
|
|||
William J. Pesce
|
SUBSIDIARIES OF JOHN WILEY & SONS, INC. (1)
|
|
As of April 30, 2020
|
|
Jurisdiction In Which Incorporated
|
|
Wiley edu, LLC
|
Delaware
|
Wiley Periodicals LLC
|
Delaware
|
Inscape Publishing LLC
|
Delaware
|
Profiles International, LLC
|
Texas
|
PIIEU Ltd
|
United Kingdom
|
Wiley Publishing LLC
|
Delaware
|
Wiley India Private Ltd.
|
India
|
Wiley APAC Services LLP
|
India
|
WWL LLC
|
Delaware
|
Wiley Global Technology (Private) Limited
|
Sri Lanka
|
John Wiley & Sons Rus LLC
|
Russia
|
Wiley International LLC
|
Delaware
|
John Wiley & Sons (HK) Limited
|
Hong Kong
|
Wiley HK2 Limited
|
Hong Kong
|
John Wiley & Sons Canada Ltd
|
Canada
|
Zyante Inc.
|
Delaware
|
Wiley Europe Investment Holdings, Ltd.
|
United Kingdom
|
Wiley Europe Ltd.
|
United Kingdom
|
Wiley Heyden Ltd.
|
United Kingdom
|
John Wiley & Sons, Ltd.
|
United Kingdom
|
E-Learning SAS
|
France
|
Atypon Systems Ltd UK
|
United Kingdom
|
John Wiley & Sons Singapore Pte. Ltd.
|
Singapore
|
John Wiley & Sons Commercial Service (Beijing) Co., Ltd.
|
China
|
MThree Corporate Consulting Limited
|
United Kingdom
|
MThree Corporate Consulting Limited
|
United States
|
Consultants M Trois Inc
|
Canada
|
Madgex Holdings Ltd
|
United Kingdom
|
J Wiley Ltd.
|
United Kingdom
|
John Wiley & Sons GmbH
|
Germany
|
Wiley-VCH Verlag GmbH & Co. KGaA
|
Germany
|
CrossKnowledge Group Limited
|
United Kingdom
|
Blackwell Science (Overseas Holdings)
|
United Kingdom
|
John Wiley & Sons A/S
|
Denmark
|
Blackwell Verlag GmbH
|
Germany
|
Wiley Publishing Japan KK
|
Japan
|
Wiley Publishing Australia Pty Ltd.
|
Australia
|
John Wiley and Sons Australia, Ltd.
|
Australia
|
(1)
|
The names of other subsidiaries that would not constitute a significant subsidiary in the aggregate have been omitted.
|
1. |
I have reviewed this annual report on Form 10-K of John Wiley & Sons, Inc.;
|
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in
light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial
condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4. |
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules
13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a. |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material
information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b. |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide
reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c. |
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the
disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d. |
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the
registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected or is reasonably likely to materially affect the registrant’s internal control over financial reporting; and
|
5. |
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s
auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a. |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely
affect the registrant’s ability to record, process, summarize and report financial information; and
|
b. |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial
reporting.
|
By:
|
/s/ Brian A. Napack
|
||
Brian A. Napack
|
|||
President and Chief Executive Officer
|
|||
Dated: June 26, 2020
|
1. |
I have reviewed this annual report on Form 10-K of John Wiley & Sons, Inc.;
|
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in
light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial
condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4. |
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules
13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a. |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material
information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b. |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide
reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c. |
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the
disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d. |
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the
registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5. |
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s
auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a. |
All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely
affect the registrant’s ability to record, process, summarize and report financial information; and
|
b. |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial
reporting
|
By:
|
/s/ John A. Kritzmacher
|
||
John A. Kritzmacher
|
|||
Executive Vice President, Chief Financial Officer, and Interim Chief Accounting Officer
|
|||
Dated: June 26, 2020
|
(1) |
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2) |
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
By:
|
/s/ Brian A. Napack
|
||
Brian A. Napack
|
|||
President and Chief Executive Officer
|
|||
Dated: June 26, 2020
|
(1) |
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2) |
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
By:
|
/s/ John A. Kritzmacher
|
||
John A. Kritzmacher
|
|||
Executive Vice President, Chief Financial Officer, and Interim Chief Accounting Officer
|
|||
Dated: June 26, 2020
|