☒ |
QUARTERLY 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
|
New York
|
13-5593032
|
|
(State or other jurisdiction of incorporation or organization)
|
(I.R.S. Employer Identification No.)
|
|
111 River Street, Hoboken, New Jersey
|
07030
|
|
(Address of principal executive offices)
|
Zip Code
|
(201) 748-6000
|
||
Registrant’s telephone number, including area code
|
Not Applicable
|
||
Former name, former address and former fiscal year, if changed since last report
|
Title of each class
|
Trading Symbol
|
Name of each exchange on which registered
|
||
Class A Common Stock, par value $1.00 per share
|
JW.A
|
New York Stock Exchange
|
||
Class B Common Stock, par value $1.00 per share
|
JW.B
|
New York Stock Exchange
|
Large accelerated filer ☒
|
Accelerated filer ☐
|
Non-accelerated filer ☐
|
Smaller reporting company ☐
|
Emerging growth company ☐
|
Item 1.
|
Financial Statements
|
|||
5
|
||||
6
|
||||
7
|
||||
8
|
||||
9
|
||||
Notes to Unaudited Condensed Consolidated Financial Statements
|
||||
11
|
||||
11
|
||||
12
|
||||
14
|
||||
17
|
||||
18
|
||||
19
|
||||
20
|
||||
21
|
||||
22
|
||||
23
|
||||
23
|
||||
24
|
||||
25
|
||||
25
|
||||
26
|
||||
27
|
||||
28
|
||||
28
|
||||
Item 2.
|
29
|
|||
Item 3.
|
48
|
|||
Item 4.
|
49
|
|||
PART II - OTHER INFORMATION
|
||||
Item 1.
|
49
|
|||
Item 1A.
|
50
|
|||
Item 2.
|
50
|
|||
Item 6.
|
50
|
|||
51
|
● |
Adjusted Earnings Per Share (Adjusted EPS);
|
● |
Free Cash Flow less Product Development Spending;
|
● |
Adjusted Contribution to Profit and margin;
|
● |
Adjusted Income Before Taxes;
|
● |
Adjusted Income Tax Provision;
|
● |
Adjusted Effective Tax Rate;
|
● |
EBITDA, Adjusted EBITDA and margin;
|
● |
Organic revenue; and
|
● |
Results on a constant currency basis.
|
● |
Adjusted EPS, Adjusted Contribution to Profit, Adjusted Income Before Taxes, Adjusted Income Tax Provision, Adjusted Effective Tax Rate, Adjusted EBITDA, and organic revenue (excluding acquisitions) 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 excluding 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.
|
October 31, 2021
|
April 30, 2021
|
|||||||
Assets:
|
||||||||
Current assets
|
||||||||
Cash and cash equivalents
|
$
|
100,898
|
$
|
93,795
|
||||
Accounts receivable, net of allowance for credit losses of $22.0 million and $21.5 million, respectively
|
291,891
|
311,571
|
||||||
Inventories, net
|
39,725
|
42,538
|
||||||
Prepaid expenses and other current assets
|
67,952
|
78,393
|
||||||
Total current assets
|
500,466
|
526,297
|
||||||
Product development assets, net
|
46,274
|
49,517
|
||||||
Royalty advances, net
|
15,260
|
39,582
|
||||||
Technology, property and equipment, net
|
271,774
|
282,270
|
||||||
Intangible assets, net
|
970,036
|
1,015,302
|
||||||
Goodwill
|
1,302,234
|
1,304,340
|
||||||
Operating lease right-of-use assets
|
121,708
|
121,430
|
||||||
Other non-current assets
|
118,279
|
107,701
|
||||||
Total assets
|
$
|
3,346,031
|
$
|
3,446,439
|
||||
Liabilities and shareholders' equity:
|
||||||||
Current liabilities
|
||||||||
Accounts payable
|
$
|
51,271
|
$
|
95,791
|
||||
Accrued royalties
|
102,137
|
78,582
|
||||||
Short-term portion of long-term debt
|
12,500
|
12,500
|
||||||
Contract liabilities
|
267,890
|
545,425
|
||||||
Accrued employment costs
|
85,890
|
144,744
|
||||||
Accrued income taxes
|
12,862
|
8,590
|
||||||
Short-term portion of operating lease liabilities
|
22,353
|
22,440
|
||||||
Other accrued liabilities
|
89,606
|
80,900
|
||||||
Total current liabilities
|
644,509
|
988,972
|
||||||
Long-term debt
|
1,032,505
|
809,088
|
||||||
Accrued pension liability
|
126,198
|
146,247
|
||||||
Deferred income tax liabilities
|
187,931
|
172,903
|
||||||
Operating lease liabilities
|
143,638
|
145,832
|
||||||
Other long-term liabilities
|
104,585
|
92,106
|
||||||
Total liabilities
|
2,239,366
|
2,355,148
|
||||||
Shareholders’ equity
|
||||||||
Preferred stock, $1 par value per share: Authorized shares – 2 million, Issued shares - 0
|
—
|
—
|
||||||
Class A common stock, $1 par value per share: Authorized shares - 180 million, Issued shares - 70,211 and 70,208 as of October 31, 2021 and April 30, 2021, respectively
|
70,211
|
70,208
|
||||||
Class B common stock, $1 par value per share: Authorized shares - 72 million, Issued shares - 12,971 and 12,974 as of October 31, 2021 and April 30, 2021, respectively
|
12,971
|
12,974
|
||||||
Additional paid-in-capital
|
451,808
|
444,358
|
||||||
Retained earnings
|
1,881,235
|
1,850,058
|
||||||
Accumulated other comprehensive loss, net of tax
|
(498,209
|
)
|
(490,790
|
)
|
||||
Less treasury shares at cost (Class A – 23,561 and 23,419 as of October 31, 2021 and April 30, 2021, respectively; Class B – 3,923 and 3,922 as of October 31, 2021 and April 30, 2021, respectively)
|
(811,351
|
)
|
(795,517
|
)
|
||||
Total shareholders’ equity
|
1,106,665
|
1,091,291
|
||||||
Total liabilities and shareholders' equity
|
$
|
3,346,031
|
$
|
3,446,439
|
|
Three Months Ended
October 31,
|
Six Months Ended
October 31,
|
||||||||||||||
2021
|
2020
|
2021
|
2020
|
|||||||||||||
Revenue, net
|
$
|
533,003
|
$
|
491,011
|
$
|
1,021,391
|
$
|
922,337
|
||||||||
Costs and expenses
|
||||||||||||||||
Cost of sales
|
174,782
|
154,853
|
340,738
|
299,662
|
||||||||||||
Operating and administrative expenses
|
264,190
|
247,167
|
524,779
|
484,536
|
||||||||||||
Restructuring and related (credits) charges
|
(1,333
|
)
|
1,920
|
(1,609
|
)
|
4,138
|
||||||||||
Amortization of intangible assets
|
21,476
|
17,166
|
42,627
|
34,057
|
||||||||||||
Total costs and expenses
|
459,115
|
421,106
|
906,535
|
822,393
|
||||||||||||
Operating income
|
73,888
|
69,905
|
114,856
|
99,944
|
||||||||||||
Interest expense
|
(4,997
|
)
|
(4,461
|
)
|
(9,636
|
)
|
(9,075
|
)
|
||||||||
Foreign exchange transaction losses
|
(1,370
|
)
|
(697
|
)
|
(1,000
|
)
|
(779
|
)
|
||||||||
(Loss) gain on sale of certain assets
|
(56
|
)
|
—
|
3,694
|
—
|
|||||||||||
Other income, net
|
3,150
|
3,766
|
6,703
|
8,157
|
||||||||||||
Income before taxes
|
70,615
|
68,513
|
114,617
|
98,247
|
||||||||||||
Provision for income taxes
|
14,648
|
81
|
44,820
|
13,481
|
||||||||||||
Net income
|
$
|
55,967
|
$
|
68,432
|
$
|
69,797
|
$
|
84,766
|
||||||||
Earnings per share
|
||||||||||||||||
Basic
|
$
|
1.00
|
$
|
1.22
|
$
|
1.25
|
$
|
1.51
|
||||||||
Diluted
|
$
|
0.99
|
$
|
1.22
|
$
|
1.24
|
$
|
1.51
|
||||||||
Weighted average number of common shares outstanding
|
||||||||||||||||
Basic
|
55,806
|
56,005
|
55,833
|
55,959
|
||||||||||||
Diluted
|
56,388
|
56,165
|
56,477
|
56,182
|
||||||||||||
|
Three Months Ended
October 31,
|
Six Months Ended
October 31,
|
||||||||||||||
2021
|
2020
|
2021
|
2020
|
|||||||||||||
Net income
|
$
|
55,967
|
$
|
68,432
|
$
|
69,797
|
$
|
84,766
|
||||||||
Other comprehensive (loss) income:
|
||||||||||||||||
Foreign currency translation adjustment
|
(9,483
|
)
|
(11,626
|
)
|
(15,420
|
)
|
35,227
|
|||||||||
Unamortized retirement credits (costs), net of tax (expense) benefit of $(1,183), $(996), $(1,626), and $709, respectively
|
4,065
|
3,403
|
5,654
|
(2,262
|
)
|
|||||||||||
Unrealized gain on interest rate swaps, net of tax (expense) of $(602), $(222), $(775) and $(252), respectively
|
1,809
|
699
|
2,347
|
890
|
||||||||||||
Total other comprehensive (loss) income
|
(3,609
|
)
|
(7,524
|
)
|
(7,419
|
)
|
33,855
|
|||||||||
Comprehensive income
|
$
|
52,358
|
$
|
60,908
|
$
|
62,378
|
$
|
118,621
|
|
Six Months Ended
October 31,
|
|||||||
2021
|
2020
|
|||||||
Operating activities
|
||||||||
Net income
|
$
|
69,797
|
$
|
84,766
|
||||
Adjustments to reconcile net income to net cash used in operating activities:
|
||||||||
Amortization of intangible assets
|
42,627
|
34,057
|
||||||
Amortization of product development assets
|
18,088
|
17,448
|
||||||
Depreciation and amortization of technology, property and equipment
|
48,406
|
46,432
|
||||||
Restructuring and related (credits) charges
|
(1,609
|
)
|
4,138
|
|||||
Stock-based compensation expense
|
13,059
|
9,066
|
||||||
Employee retirement plan expense
|
9,892
|
6,498
|
||||||
Foreign exchange transaction losses
|
1,000
|
779
|
||||||
Gain on sale of certain assets
|
(3,694
|
)
|
—
|
|||||
Other noncash charges
|
37,663
|
31,143
|
||||||
Net change in operating assets and liabilities
|
(310,851
|
)
|
(310,949
|
)
|
||||
Net cash used in operating activities
|
(75,622
|
)
|
(76,622
|
)
|
||||
Investing activities
|
||||||||
Product development spending
|
(13,001
|
)
|
(10,999
|
)
|
||||
Additions to technology, property and equipment
|
(37,676
|
)
|
(36,430
|
)
|
||||
Businesses acquired in purchase transactions, net of cash acquired
|
(13,615
|
)
|
(229
|
)
|
||||
Proceeds related to the sale of certain assets
|
3,375
|
—
|
||||||
Acquisitions of publication rights and other
|
(1,654
|
)
|
(14,021
|
)
|
||||
Net cash used in investing activities
|
(62,571
|
)
|
(61,679
|
)
|
||||
Financing activities
|
||||||||
Repayments of long-term debt
|
(113,425
|
)
|
(249,902
|
)
|
||||
Borrowings of long-term debt
|
340,901
|
309,492
|
||||||
Purchases of treasury shares
|
(17,367
|
)
|
—
|
|||||
Change in book overdrafts
|
(19,212
|
)
|
(1,165
|
)
|
||||
Cash dividends
|
(38,619
|
)
|
(38,480
|
)
|
||||
Impact of tax withholding on stock-based compensation and other
|
(5,232
|
)
|
(1,346
|
)
|
||||
Net cash provided by financing activities
|
147,046
|
18,599
|
||||||
Effects of exchange rate changes on cash, cash equivalents, and restricted cash
|
(1,742
|
)
|
3,301
|
|||||
Cash reconciliation:
|
||||||||
Cash and cash equivalents
|
93,795
|
202,464
|
||||||
Restricted cash included in Prepaid expenses and other current assets
|
564
|
583
|
||||||
Balance at beginning of period
|
94,359
|
203,047
|
||||||
Increase/(decrease) for the period
|
7,111
|
(116,401
|
)
|
|||||
Cash and cash equivalents
|
100,898
|
86,063
|
||||||
Restricted cash included in Prepaid expenses and other current assets
|
572
|
583
|
||||||
Balance at end of period
|
$
|
101,470
|
$
|
86,646
|
||||
Cash paid during the period for:
|
||||||||
Interest
|
$
|
8,769
|
$
|
8,374
|
||||
Income taxes, net of refunds
|
$
|
22,019
|
$
|
37,344
|
|
Class A common stock
|
Class B common stock
|
Additional
paid-in capital
|
Retained
earnings
|
Accumulated other comprehensive loss, net of tax
|
Treasury stock
|
Total
shareholders' equity
|
|||||||||||||||||||||
Balance at July 31, 2021
|
$
|
70,211
|
$
|
12,971
|
$
|
445,690
|
$
|
1,844,578
|
$
|
(494,600
|
)
|
$
|
(800,945
|
)
|
$
|
1,077,905
|
||||||||||||
Restricted shares issued under stock-based compensation plans
|
—
|
—
|
(634
|
)
|
2
|
—
|
705
|
73
|
||||||||||||||||||||
Impact of tax withholding on stock-based compensation and other
|
—
|
—
|
39
|
—
|
—
|
(1,111
|
)
|
(1,072
|
)
|
|||||||||||||||||||
Stock-based compensation expense
|
—
|
—
|
6,713
|
—
|
—
|
—
|
6,713
|
|||||||||||||||||||||
Purchase of treasury shares
|
—
|
—
|
—
|
—
|
—
|
(10,000
|
)
|
(10,000
|
)
|
|||||||||||||||||||
Class A common stock dividends ($0.3450 per share)
|
—
|
—
|
—
|
(16,190
|
)
|
—
|
—
|
(16,190
|
)
|
|||||||||||||||||||
Class B common stock dividends ($0.3450 per share)
|
—
|
—
|
—
|
(3,122
|
)
|
—
|
—
|
(3,122
|
)
|
|||||||||||||||||||
Comprehensive income, net of tax
|
—
|
—
|
—
|
55,967
|
(3,609
|
)
|
—
|
52,358
|
||||||||||||||||||||
Balance at October 31, 2021
|
$
|
70,211
|
$
|
12,971
|
$
|
451,808
|
$
|
1,881,235
|
$
|
(498,209
|
)
|
$
|
(811,351
|
)
|
$
|
1,106,665
|
|
Class A common stock
|
Class B common stock
|
Additional
paid-in capital
|
Retained
earnings
|
Accumulated other
comprehensive loss, net of tax
|
Treasury stock
|
Total
shareholders' equity
|
|||||||||||||||||||||
Balance at July 31, 2020
|
$
|
70,177
|
$
|
13,005
|
$
|
431,241
|
$
|
1,775,813
|
$
|
(534,118
|
)
|
$
|
(782,373
|
)
|
$
|
973,745
|
||||||||||||
Restricted shares issued under stock-based compensation plans
|
—
|
—
|
(143
|
)
|
(1
|
)
|
—
|
198
|
54
|
|||||||||||||||||||
Impact of tax withholding on stock-based compensation and other
|
—
|
—
|
1
|
—
|
—
|
(28
|
)
|
(27
|
)
|
|||||||||||||||||||
Stock-based compensation expense
|
—
|
—
|
4,752
|
—
|
—
|
—
|
4,752
|
|||||||||||||||||||||
Class A common stock dividends ($0.3425 per share)
|
—
|
—
|
—
|
(16,108
|
)
|
—
|
—
|
(16,108
|
)
|
|||||||||||||||||||
Class B common stock dividends ($0.3425 per share)
|
—
|
—
|
—
|
(3,111
|
)
|
—
|
—
|
(3,111
|
)
|
|||||||||||||||||||
Common stock class conversions
|
2
|
(2
|
)
|
—
|
—
|
—
|
—
|
—
|
||||||||||||||||||||
Comprehensive income, net of tax
|
—
|
—
|
—
|
68,432
|
(7,524
|
)
|
—
|
60,908
|
||||||||||||||||||||
Balance at October 31, 2020
|
$
|
70,179
|
$
|
13,003
|
$
|
435,851
|
$
|
1,825,025
|
$
|
(541,642
|
)
|
$
|
(782,203
|
)
|
$
|
1,020,213
|
|
Class A common stock
|
Class B common stock
|
Additional
paid-in capital
|
Retained
earnings
|
Accumulated other comprehensive loss, net of tax
|
Treasury stock
|
Total
shareholders' equity
|
|||||||||||||||||||||
Balance at April 30, 2021
|
$
|
70,208
|
$
|
12,974
|
$
|
444,358
|
$
|
1,850,058
|
$
|
(490,790
|
)
|
$
|
(795,517
|
)
|
$
|
1,091,291
|
||||||||||||
Restricted shares issued under stock-based compensation plans
|
—
|
—
|
(6,976
|
)
|
(1
|
)
|
—
|
7,114
|
137
|
|||||||||||||||||||
Impact of tax withholding on stock-based compensation and other
|
—
|
—
|
349
|
—
|
—
|
(5,581
|
)
|
(5,232
|
)
|
|||||||||||||||||||
Stock-based compensation expense
|
—
|
—
|
14,077
|
—
|
—
|
—
|
14,077
|
|||||||||||||||||||||
Purchase of treasury shares
|
—
|
—
|
—
|
—
|
—
|
(17,367
|
)
|
(17,367
|
)
|
|||||||||||||||||||
Class A common stock dividends ($0.3450 per share)
|
—
|
—
|
—
|
(32,375
|
)
|
—
|
—
|
(32,375
|
)
|
|||||||||||||||||||
Class B common stock dividends ($0.3450 per share)
|
—
|
—
|
—
|
(6,244
|
)
|
—
|
—
|
(6,244
|
)
|
|||||||||||||||||||
Common stock class conversions
|
3
|
(3
|
)
|
—
|
—
|
—
|
—
|
—
|
||||||||||||||||||||
Comprehensive income, net of tax
|
—
|
—
|
—
|
69,797
|
(7,419
|
)
|
—
|
62,378
|
||||||||||||||||||||
Balance at October 31, 2021
|
$
|
70,211
|
$
|
12,971
|
$
|
451,808
|
$
|
1,881,235
|
$
|
(498,209
|
)
|
$
|
(811,351
|
)
|
$
|
1,106,665
|
|
Class A common stock
|
Class B common stock
|
Additional
paid-in capital
|
Retained
earnings
|
Accumulated other comprehensive loss, net of tax
|
Treasury stock
|
Total
shareholders' equity
|
|||||||||||||||||||||
Balance at April 30, 2020
|
$
|
70,166
|
$
|
13,016
|
$
|
431,680
|
$
|
1,780,129
|
$
|
(575,497
|
)
|
$
|
(785,870
|
)
|
$
|
933,624
|
||||||||||||
Cumulative effect of change in accounting principle, net of tax
|
—
|
—
|
—
|
(1,390
|
)
|
—
|
—
|
(1,390
|
)
|
|||||||||||||||||||
Restricted shares issued under stock-based compensation plans
|
—
|
—
|
(5,264
|
)
|
—
|
—
|
5,382
|
118
|
||||||||||||||||||||
Impact of tax withholding on stock-based compensation and other
|
—
|
—
|
369
|
—
|
—
|
(1,715
|
)
|
(1,346
|
)
|
|||||||||||||||||||
Stock-based compensation expense
|
—
|
—
|
9,066
|
—
|
—
|
—
|
9,066
|
|||||||||||||||||||||
Class A common stock dividends ($0.3425 per share)
|
—
|
—
|
—
|
(32,257
|
)
|
—
|
—
|
(32,257
|
)
|
|||||||||||||||||||
Class B common stock dividends ($0.3425 per share)
|
—
|
—
|
—
|
(6,223
|
)
|
—
|
—
|
(6,223
|
)
|
|||||||||||||||||||
Common stock class conversions
|
13
|
(13
|
)
|
—
|
—
|
—
|
—
|
—
|
||||||||||||||||||||
Comprehensive income, net of tax
|
—
|
—
|
—
|
84,766
|
33,855
|
—
|
118,621
|
|||||||||||||||||||||
Balance at October 31, 2020
|
$
|
70,179
|
$
|
13,003
|
$
|
435,851
|
$
|
1,825,025
|
$
|
(541,642
|
)
|
$
|
(782,203
|
)
|
$
|
1,020,213
|
|
Three Months Ended
October 31,
|
Six Months Ended
October 31,
|
||||||||||||||
2021
|
2020
|
2021
|
2020
|
|||||||||||||
Research Publishing & Platforms:
|
||||||||||||||||
Research Publishing
|
$
|
262,873
|
$
|
240,691
|
$
|
526,231
|
$
|
471,155
|
||||||||
Research Platforms
|
12,281
|
10,643
|
23,679
|
20,989
|
||||||||||||
Total Research Publishing & Platforms
|
275,154
|
251,334
|
549,910
|
492,144
|
||||||||||||
Academic & Professional Learning:
|
||||||||||||||||
Education Publishing (1)
|
98,581
|
102,428
|
164,961
|
166,031
|
||||||||||||
Professional Learning
|
77,948
|
67,485
|
150,832
|
130,314
|
||||||||||||
Total Academic & Professional Learning
|
176,529
|
169,913
|
315,793
|
296,345
|
||||||||||||
Education Services:
|
||||||||||||||||
University Services (2)
|
58,081
|
56,261
|
112,475
|
106,523
|
||||||||||||
Talent Development Services (1)(3)
|
23,239
|
13,503
|
43,213
|
27,325
|
||||||||||||
Total Education Services
|
81,320
|
69,764
|
155,688
|
133,848
|
||||||||||||
Total Revenue
|
$
|
533,003
|
$
|
491,011
|
$
|
1,021,391
|
$
|
922,337
|
(1) |
In May 2021, we moved the WileyNXT product offering from Academic & Professional Learning – Education Publishing to Education Services – Talent Development Services. As a result, the prior period results related to the WileyNXT product offering have been included in Education Services – Talent Development Services. The revenue was $0.7 million and $1.2 million for the three and six months ended October 31, 2020, respectively. There were no changes to our total consolidated financial results.
|
(2) |
University Services was previously referred to as Education Services OPM.
|
(3) |
Talent Development Services was previously referred to as mthree.
|
|
October 31, 2021
|
April 30, 2021
|
Increase/
(Decrease)
|
|||||||||
Balances from contracts with customers:
|
||||||||||||
Accounts receivable, net
|
$
|
291,891
|
$
|
311,571
|
$
|
(19,680
|
)
|
|||||
Contract liabilities (1)
|
267,890
|
545,425
|
(277,535
|
)
|
||||||||
Contract liabilities (included in Other long-term liabilities)
|
$
|
20,619
|
$
|
19,560
|
$
|
1,059
|
(1) |
The sales return reserve recorded in Contract liabilities is $42.3 million and $38.0 million, as of October 31, 2021 and April 30, 2021, respectively.
|
|
October 31, 2021
|
April 30, 2021
|
||||||
Operating lease ROU assets
|
$
|
121,708
|
$
|
121,430
|
||||
Short-term portion of operating lease liabilities
|
22,353
|
22,440
|
||||||
Operating lease liabilities, non-current
|
$
|
143,638
|
$
|
145,832
|
|
Three Months Ended
October 31,
|
Six Months Ended
October 31,
|
||||||||||||||
2021
|
2020
|
2021
|
2020
|
|||||||||||||
Operating lease cost
|
$
|
6,325
|
$
|
6,611
|
$
|
12,242
|
$
|
13,246
|
||||||||
Variable lease cost
|
397
|
730
|
741
|
1,251
|
||||||||||||
Short-term lease cost
|
36
|
92
|
56
|
180
|
||||||||||||
Sublease income
|
(190
|
)
|
(175
|
)
|
(391
|
)
|
(345
|
)
|
||||||||
Total net lease cost (1)
|
$
|
6,568
|
$
|
7,258
|
$
|
12,648
|
$
|
14,332
|
(1) |
Total net lease cost does not include those costs and sublease income included in Restructuring and related (credits) charges on our Unaudited Condensed Consolidated Statements of Net Income. This includes those operating leases we had identified in the year ended April 30, 2021 as part of our Business Optimization program that would be subleased. See Note 9, “Restructuring and Related (Credits) Charges” for more information on this program.
|
|
Six Months Ended
October 31,
|
|||||||
2021
|
2020
|
|||||||
Weighted-average remaining contractual lease term (years)
|
9
|
9
|
||||||
Weighted-average discount rate
|
5.79
|
%
|
5.91
|
%
|
||||
Cash paid for amounts included in the measurement of lease liabilities:
|
||||||||
Operating cash flows from operating leases
|
$
|
14,846
|
$
|
16,866
|
Fiscal Year
|
Operating Lease
Liabilities
|
|||
2022 (remaining 6 months)
|
$
|
15,618
|
||
2023
|
28,159
|
|||
2024
|
26,768
|
|||
2025
|
25,364
|
|||
2026
|
22,694
|
|||
Thereafter
|
95,573
|
|||
Total future undiscounted minimum lease payments
|
214,176
|
|||
Less: Imputed interest
|
48,185
|
|||
Present value of minimum lease payments
|
165,991
|
|||
Less: Current portion
|
22,353
|
|||
Noncurrent portion
|
$
|
143,638
|
|
Six Months Ended
October 31,
|
|||||||
2021
|
2020
|
|||||||
Restricted Stock:
|
||||||||
Awards granted (shares)
|
455
|
390
|
||||||
Weighted average fair value of grant
|
$
|
57.16
|
$
|
38.38
|
|
Six Months Ended
October 31, 2021
|
|||
Weighted average fair value of options on grant date
|
$
|
11.71
|
||
Weighted average assumptions:
|
||||
Expected life of options (years)
|
6.3
|
|||
Risk-free interest rate
|
1.1
|
%
|
||
Expected volatility
|
30.7
|
%
|
||
Expected dividend yield
|
2.4
|
%
|
||
Fair value of common stock on grant date
|
$
|
56.79
|
||
Exercise price of stock option grant
|
$
|
62.36
|
|
Foreign
Currency
Translation
|
Unamortized
Retirement
Costs
|
Interest
Rate Swaps
|
Total
|
||||||||||||
Balance at July 31, 2021
|
$
|
(263,878
|
)
|
$
|
(226,557
|
)
|
$
|
(4,165
|
)
|
$
|
(494,600
|
)
|
||||
Other comprehensive (loss) income before reclassifications
|
(9,483
|
)
|
2,639
|
978
|
(5,866
|
)
|
||||||||||
Amounts reclassified from accumulated other comprehensive loss
|
—
|
1,426
|
831
|
2,257
|
||||||||||||
Total other comprehensive (loss) income
|
(9,483
|
)
|
4,065
|
1,809
|
(3,609
|
)
|
||||||||||
Balance at October 31, 2021
|
$
|
(273,361
|
)
|
$
|
(222,492
|
)
|
$
|
(2,356
|
)
|
$
|
(498,209
|
)
|
||||
Balance at April 30, 2021
|
$
|
(257,941
|
)
|
$
|
(228,146
|
)
|
$
|
(4,703
|
)
|
$
|
(490,790
|
)
|
||||
Other comprehensive (loss) income before reclassifications
|
(15,420
|
)
|
2,781
|
685
|
(11,954
|
)
|
||||||||||
Amounts reclassified from accumulated other comprehensive loss
|
—
|
2,873
|
1,662
|
4,535
|
||||||||||||
Total other comprehensive (loss) income
|
(15,420
|
)
|
5,654
|
2,347
|
(7,419
|
)
|
||||||||||
Balance at October 31, 2021
|
$
|
(273,361
|
)
|
$
|
(222,492
|
)
|
$
|
(2,356
|
)
|
$
|
(498,209
|
)
|
|
Foreign
Currency
Translation
|
Unamortized
Retirement
Costs
|
Interest
Rate Swaps
|
Total
|
||||||||||||
Balance at July 31, 2020
|
$
|
(293,850
|
)
|
$
|
(233,585
|
)
|
$
|
(6,683
|
)
|
$
|
(534,118
|
)
|
||||
Other comprehensive (loss) income before reclassifications
|
(11,626
|
)
|
1,900
|
(252
|
)
|
(9,978
|
)
|
|||||||||
Amounts reclassified from accumulated other comprehensive loss
|
—
|
1,503
|
951
|
2,454
|
||||||||||||
Total other comprehensive (loss) income
|
(11,626
|
)
|
3,403
|
699
|
(7,524
|
)
|
||||||||||
Balance at October 31, 2020
|
$
|
(305,476
|
)
|
$
|
(230,182
|
)
|
$
|
(5,984
|
)
|
$
|
(541,642
|
)
|
||||
Balance at April 30, 2020
|
$
|
(340,703
|
)
|
$
|
(227,920
|
)
|
$
|
(6,874
|
)
|
$
|
(575,497
|
)
|
||||
Other comprehensive income (loss) before reclassifications
|
35,227
|
(5,290
|
)
|
(921
|
)
|
29,016
|
||||||||||
Amounts reclassified from accumulated other comprehensive loss
|
—
|
3,028
|
1,811
|
4,839
|
||||||||||||
Total other comprehensive income (loss)
|
35,227
|
(2,262
|
)
|
890
|
33,855
|
|||||||||||
Balance at October 31, 2020
|
$
|
(305,476
|
)
|
$
|
(230,182
|
)
|
$
|
(5,984
|
)
|
$
|
(541,642
|
)
|
|
Three Months Ended
October 31,
|
Six Months Ended
October 31,
|
||||||||||||||
2021
|
2020
|
2021
|
2020
|
|||||||||||||
Weighted average shares outstanding
|
55,806
|
56,005
|
55,833
|
55,961
|
||||||||||||
Less: Unvested restricted shares
|
—
|
—
|
—
|
(2
|
)
|
|||||||||||
Shares used for basic earnings per share
|
55,806
|
56,005
|
55,833
|
55,959
|
||||||||||||
Dilutive effect of unvested restricted stock units and other stock awards
|
582
|
160
|
644
|
223
|
||||||||||||
Shares used for diluted earnings per share
|
56,388
|
56,165
|
56,477
|
56,182
|
||||||||||||
Antidilutive options to purchase Class A common shares, restricted shares, warrants to purchase Class A common shares, and contingently issuable restricted stock which are excluded from the table above
|
1,074
|
1,223
|
1,006
|
1,318
|
|
Three Months Ended
October 31,
|
Six Months Ended
October 31,
|
Total Charges
|
|||||||||||||||||
2021
|
2020
|
2021
|
2020
|
Incurred to Date
|
||||||||||||||||
(Credits) Charges by Segment:
|
||||||||||||||||||||
Research Publishing & Platforms
|
$
|
22
|
$
|
(103
|
)
|
$
|
238
|
$
|
(300
|
)
|
$
|
3,883
|
||||||||
Academic & Professional Learning
|
(465
|
)
|
1,541
|
(294
|
)
|
1,314
|
13,410
|
|||||||||||||
Education Services
|
6
|
84
|
(28
|
)
|
223
|
4,277
|
||||||||||||||
Corporate Expenses
|
(896
|
)
|
584
|
(1,525
|
)
|
3,054
|
43,083
|
|||||||||||||
Total Restructuring and Related (Credits) Charges
|
$
|
(1,333
|
)
|
$
|
2,106
|
$
|
(1,609
|
)
|
$
|
4,291
|
$
|
64,653
|
||||||||
(Credits) Charges by Activity:
|
||||||||||||||||||||
Severance and termination benefits
|
$
|
(1,956
|
)
|
$
|
1,683
|
$
|
(2,570
|
)
|
$
|
2,793
|
$
|
35,825
|
||||||||
Impairment of operating lease ROU assets and property and equipment
|
—
|
—
|
—
|
—
|
15,079
|
|||||||||||||||
Acceleration of expense related to operating lease ROU assets and property and equipment
|
—
|
—
|
—
|
—
|
3,378
|
|||||||||||||||
Facility related charges, net
|
623
|
423
|
961
|
1,498
|
8,631
|
|||||||||||||||
Other activities
|
—
|
—
|
—
|
—
|
1,740
|
|||||||||||||||
Total Restructuring and Related (Credits) Charges
|
$
|
(1,333
|
)
|
$
|
2,106
|
$
|
(1,609
|
)
|
$
|
4,291
|
$
|
64,653
|
|
April 30, 2021
|
(Credits)
|
Payments
|
Foreign
Translation
& Other Adjustments
|
October 31, 2021
|
|||||||||||||||
Severance and termination benefits
|
$
|
11,465
|
$
|
(2,570
|
)
|
$
|
(4,366
|
)
|
$
|
(133
|
)
|
$
|
4,396
|
|||||||
Total
|
$
|
11,465
|
$
|
(2,570
|
)
|
$
|
(4,366
|
)
|
$
|
(133
|
)
|
$
|
4,396
|
● |
Research Publishing & Platforms
|
● |
Academic & Professional Learning
|
● |
Education Services
|
|
Three Months Ended
October 31,
|
Six Months Ended
October 31,
|
||||||||||||||
2021
|
2020
|
2021
|
2020
|
|||||||||||||
Revenue:
|
||||||||||||||||
Research Publishing & Platforms
|
$
|
275,154
|
$
|
251,334
|
$
|
549,910
|
$
|
492,144
|
||||||||
Academic & Professional Learning (1)
|
176,529
|
169,913
|
315,793
|
296,345
|
||||||||||||
Education Services (1)
|
81,320
|
69,764
|
155,688
|
133,848
|
||||||||||||
Total revenue
|
$
|
533,003
|
$
|
491,011
|
$
|
1,021,391
|
$
|
922,337
|
||||||||
Adjusted Contribution to Profit:
|
||||||||||||||||
Research Publishing & Platforms
|
$
|
77,053
|
$
|
73,850
|
$
|
156,077
|
$
|
143,471
|
||||||||
Academic & Professional Learning (1)
|
40,606
|
31,548
|
48,929
|
31,303
|
||||||||||||
Education Services (1)
|
727
|
7,380
|
(1,134
|
)
|
7,975
|
|||||||||||
Total adjusted contribution to profit
|
118,386
|
112,778
|
203,872
|
182,749
|
||||||||||||
Adjusted corporate contribution to profit
|
(45,831
|
)
|
(40,953
|
)
|
(90,625
|
)
|
(78,667
|
)
|
||||||||
Total adjusted contribution to profit
|
$
|
72,555
|
$
|
71,825
|
$
|
113,247
|
$
|
104,082
|
||||||||
Depreciation and Amortization:
|
||||||||||||||||
Research Publishing & Platforms
|
$
|
23,464
|
$
|
19,765
|
$
|
47,226
|
$
|
39,466
|
||||||||
Academic & Professional Learning (1)
|
18,148
|
17,720
|
36,512
|
36,524
|
||||||||||||
Education Services (1)
|
8,813
|
7,210
|
17,116
|
14,489
|
||||||||||||
Total depreciation and amortization
|
50,425
|
44,695
|
100,854
|
90,479
|
||||||||||||
Corporate depreciation and amortization
|
4,130
|
3,735
|
8,267
|
7,458
|
||||||||||||
Total depreciation and amortization
|
$
|
54,555
|
$
|
48,430
|
$
|
109,121
|
$
|
97,937
|
(1) |
In May 2021, we moved the WileyNXT product offering from Academic & Professional Learning to Education Services. As a result, the prior period results related to the WileyNXT product offering have been included in Education Services. The Revenue, Adjusted Contribution to Profit and Depreciation and Amortization for WileyNXT was $0.7 million, $(0.1) million, and none, respectively, for the three months ended October 31, 2020. The Revenue, Adjusted Contribution to Profit and Depreciation and Amortization for WileyNXT was $1.2 million, $(0.2) million, and none, respectively, for the six months ended October 31, 2020. There were no changes to our total consolidated financial results.
|
|
Three Months Ended
October 31,
|
Six Months Ended
October 31,
|
||||||||||||||
2021
|
2020
|
2021
|
2020
|
|||||||||||||
US GAAP Operating Income
|
$
|
73,888
|
$
|
69,905
|
$
|
114,856
|
$
|
99,944
|
||||||||
Adjustments:
|
||||||||||||||||
Restructuring and related (credits) charges (1)
|
(1,333
|
)
|
1,920
|
(1,609
|
)
|
4,138
|
||||||||||
Non-GAAP Adjusted Contribution to Profit
|
$
|
72,555
|
$
|
71,825
|
$
|
113,247
|
$
|
104,082
|
(1) |
See Note 9, “Restructuring and Related (Credits) Charges” for these charges by segment.
|
|
October 31, 2021
|
April 30, 2021
|
||||||
Finished goods
|
$
|
29,288
|
$
|
31,704
|
||||
Work-in-process
|
1,576
|
2,060
|
||||||
Paper and other materials
|
313
|
331
|
||||||
Total inventories before estimated sales returns and LIFO reserve
|
$
|
31,177
|
$
|
34,095
|
||||
Inventory value of estimated sales returns
|
10,991
|
10,886
|
||||||
LIFO reserve
|
(2,443
|
)
|
(2,443
|
)
|
||||
Inventories, net
|
$
|
39,725
|
$
|
42,538
|
|
April 30, 2021 (1)
|
Acquisition (2)
|
Foreign
Translation
Adjustment
|
October 31, 2021
|
||||||||||||
Research Publishing & Platforms
|
$
|
619,203
|
$
|
7,893
|
$
|
(5,104
|
)
|
$
|
621,992
|
|||||||
Academic & Professional Learning
|
512,512
|
—
|
(4,683
|
)
|
507,829
|
|||||||||||
Education Services
|
172,625
|
—
|
(212
|
)
|
172,413
|
|||||||||||
Total
|
$
|
1,304,340
|
$
|
7,893
|
$
|
(9,999
|
)
|
$
|
1,302,234
|
(1) |
The Education Services goodwill balance as of April 30, 2021 includes a cumulative pretax noncash goodwill impairment of $110.0 million.
|
(2) |
Refer to Note 3, “Acquisitions,” for more information related to the acquisition that occurred in the six months ended October 31, 2021.
|
|
October 31, 2021
|
April 30, 2021 (1)
|
||||||
Intangible assets with definite lives, net (2):
|
||||||||
Content and publishing rights
|
$
|
537,493
|
$
|
564,229
|
||||
Customer relationships
|
254,297
|
266,477
|
||||||
Developed technology
|
34,206
|
34,961
|
||||||
Brands and trademarks
|
17,858
|
19,536
|
||||||
Covenants not to compete
|
80
|
58
|
||||||
Total intangible assets with definite lives, net
|
843,934
|
885,261
|
||||||
Intangible assets with indefinite lives:
|
||||||||
Brands and trademarks
|
37,000
|
37,000
|
||||||
Publishing rights
|
89,102
|
93,041
|
||||||
Total intangible assets with indefinite lives
|
126,102
|
130,041
|
||||||
Total intangible assets, net
|
$
|
970,036
|
$
|
1,015,302
|
(1) |
The developed technology balance as of April 30, 2021 is presented net of accumulated impairments and write-offs of $2.8 million. The indefinite-lived brands and trademarks as of April 30, 2021 is net of accumulated impairments of $93.1 million.
|
(2) |
Refer to Note 3, “Acquisitions,” for more information related to the acquisition that occurred in the six months ended October 31, 2021.
|
|
Three Months Ended
October 31,
|
Six Months Ended
October 31,
|
||||||||||||||
2021
|
2020
|
2021
|
2020
|
|||||||||||||
Service cost
|
$
|
300
|
$
|
347
|
$
|
607
|
$
|
680
|
||||||||
Interest cost
|
5,178
|
4,610
|
10,401
|
9,131
|
||||||||||||
Expected return on plan assets
|
(10,142
|
)
|
(9,649
|
)
|
(20,401
|
)
|
(19,027
|
)
|
||||||||
Amortization of prior service cost
|
(22
|
)
|
(24
|
)
|
(44
|
)
|
(49
|
)
|
||||||||
Amortization of net actuarial loss
|
1,877
|
2,033
|
3,774
|
4,020
|
||||||||||||
Net pension income
|
$
|
(2,809
|
)
|
$
|
(2,683
|
)
|
$
|
(5,663
|
)
|
$
|
(5,245
|
)
|
|
October 31, 2021
|
April 30, 2021
|
||||||
Short-term portion of long-term debt (1)
|
$
|
12,500
|
$
|
12,500
|
||||
Term loan A - Amended and Restated RCA (2)
|
217,187
|
222,928
|
||||||
Revolving credit facility - Amended and Restated RCA
|
815,318
|
586,160
|
||||||
Total long-term debt, less current portion
|
1,032,505
|
809,088
|
||||||
Total debt
|
$
|
1,045,005
|
$
|
821,588
|
(1) |
Relates to our term loan A under the Amended and Restated RCA.
|
(2) |
Amounts are shown net of unamortized issuance costs of $0.4 million as of October 31, 2021 and $0.5 million as of April 30, 2021.
|
|
Three Months Ended
October 31, 2021
|
Six Months Ended
October 31, 2021
|
||||||
Shares repurchased - Class A
|
183
|
312
|
||||||
Shares repurchased - Class B
|
—
|
1
|
||||||
Average price - Class A and Class B
|
$
|
54.54
|
$
|
55.51
|
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 22, 2021
|
$0.3450 per common share
|
$19.3 million
|
Class A and Class B
|
July 21, 2021
|
July 6, 2021
|
|||||
September 29, 2021
|
$0.3450 per common share
|
$19.2 million
|
Class A and Class B
|
October 27, 2021
|
October 12, 2021
|
Changes in Common Stock A:
|
2021
|
2020
|
||||||
Number of shares, beginning of year
|
70,208
|
70,166
|
||||||
Common stock class conversions
|
3
|
13
|
||||||
Number of shares issued, end of period
|
70,211
|
70,179
|
||||||
Changes in Common Stock A in treasury:
|
||||||||
Number of shares held, beginning of year
|
23,419
|
23,405
|
||||||
Purchase of treasury shares
|
312
|
—
|
||||||
Restricted shares issued under stock-based compensation plans – non-PSU Awards
|
(129
|
)
|
(96
|
)
|
||||
Restricted shares issued under stock-based compensation plans – PSU Awards
|
(108
|
)
|
(88
|
)
|
||||
Shares issued under the Director Plan to Directors
|
(2
|
)
|
(4
|
)
|
||||
Restricted shares issued from exercise of stock options
|
(24
|
)
|
(33
|
)
|
||||
Shares withheld for taxes
|
93
|
69
|
||||||
Number of shares held, end of period
|
23,561
|
23,253
|
||||||
Number of Common Stock A outstanding, end of period
|
46,650
|
46,926
|
Changes in Common Stock B:
|
2021
|
2020
|
||||||
Number of shares, beginning of year
|
12,974
|
13,016
|
||||||
Common stock class conversions
|
(3
|
)
|
(13
|
)
|
||||
Number of shares issued, end of period
|
12,971
|
13,003
|
||||||
Changes in Common Stock B in treasury:
|
||||||||
Number of shares held, beginning of year
|
3,922
|
3,920
|
||||||
Purchase of treasury shares
|
1
|
—
|
||||||
Number of shares held, end of period
|
3,923
|
3,920
|
||||||
Number of Common Stock B outstanding, end of period
|
9,048
|
9,083
|
•
|
Research Publishing & Platforms
|
•
|
Academic & Professional Learning
|
•
|
Education Services
|
•
|
US GAAP Results: Consolidated Revenue of $533 million (+9%, compared with the prior year), Operating Income of $74 million (+6%, compared with the prior year), and EPS of $0.99 (-19%, compared with the prior year)
|
•
|
Adjusted Results (at constant currency compared with the prior year): Consolidated Revenue of $533 million (+8%, compared with the prior year), Adjusted EBITDA of $127 million (+7%, compared with the prior year), and Adjusted EPS of $1.29 (+6%, compared with the prior year)
|
•
|
Acquisition: On October 1, 2021, we completed the acquisition of certain assets of J&J Editorial Services, LLC. (J&J) for $12.0 million which expands our Partner Solutions offerings within our Research Publishing & Platforms segment.
|
Three Months Ended
October 31,
|
||||||||
2021
|
2020
|
|||||||
US GAAP Operating Income
|
$
|
73,888
|
$
|
69,905
|
||||
Adjustments:
|
||||||||
Restructuring and related (credits) charges
|
(1,333
|
)
|
1,920
|
|||||
Non-GAAP Adjusted CTP
|
$
|
72,555
|
$
|
71,825
|
Three Months Ended
October 31,
|
||||||||
2021
|
2020
|
|||||||
Net Income
|
$
|
55,967
|
$
|
68,432
|
||||
Interest expense
|
4,997
|
4,461
|
||||||
Provision for income taxes
|
14,648
|
81
|
||||||
Depreciation and amortization
|
54,555
|
48,430
|
||||||
Non-GAAP EBITDA
|
130,167
|
121,404
|
||||||
Restructuring and related (credits) charges
|
(1,333
|
)
|
1,920
|
|||||
Foreign exchange transaction losses
|
1,370
|
697
|
||||||
Loss on sale of certain assets
|
56
|
—
|
||||||
Other income, net
|
(3,150
|
)
|
(3,766
|
)
|
||||
Non-GAAP Adjusted EBITDA
|
$
|
127,110
|
$
|
120,255
|
Three Months Ended
October 31,
|
||||||||
2021
|
2020
|
|||||||
US GAAP Income Before Taxes
|
$
|
70,615
|
$
|
68,513
|
||||
Pretax Impact of Adjustments:
|
||||||||
Restructuring and related (credits) charges
|
(1,333
|
)
|
1,920
|
|||||
Foreign exchange losses on intercompany transactions
|
567
|
231
|
||||||
Amortization of acquired intangible assets
|
22,608
|
18,381
|
||||||
Loss on sale of certain assets
|
56
|
—
|
||||||
Non-GAAP Adjusted Income Before Taxes
|
$
|
92,513
|
$
|
89,045
|
Three Months Ended
October 31,
|
||||||||
2021
|
2020
|
|||||||
US GAAP Income Tax Provision
|
$
|
14,648
|
$
|
81
|
||||
Income Tax Impact of Adjustments (1):
|
||||||||
Restructuring and related (credits) charges
|
(277
|
)
|
654
|
|||||
Foreign exchange losses on intercompany transactions
|
120
|
122
|
||||||
Amortization of acquired intangible assets
|
5,420
|
4,335
|
||||||
Loss on sale of certain assets
|
14
|
—
|
||||||
Income Tax Adjustments:
|
||||||||
Impact of increase in UK statutory rate on deferred tax balances (2)
|
—
|
(83
|
)
|
|||||
Impact of US CARES Act (3)
|
—
|
13,998
|
||||||
Non-GAAP Adjusted Income Tax Provision
|
$
|
19,925
|
$
|
19,107
|
||||
US GAAP Effective Tax Rate
|
20.7
|
%
|
0.1
|
%
|
||||
Non-GAAP Adjusted Effective Tax Rate
|
21.5
|
%
|
21.5
|
%
|
(1) |
For the three months ended October 31, 2021 and 2020, substantially all of the tax impact was from deferred taxes.
|
(2) |
For the three months ended October 31, 2020, the tax impact was from deferred taxes.
|
(3) |
For the three months ended October 31, 2020, the tax impact was $8.4 million from current taxes and $5.6 million from deferred taxes.
|
|
Three Months Ended
October 31,
|
|||||||
2021
|
2020
|
|||||||
US GAAP EPS
|
$
|
0.99
|
$
|
1.22
|
||||
Adjustments:
|
||||||||
Restructuring and related (credits) charges
|
(0.02
|
)
|
0.02
|
|||||
Foreign exchange losses on intercompany transactions
|
0.01
|
0.01
|
||||||
Amortization of acquired intangible assets
|
0.31
|
0.25
|
||||||
Income tax adjustments
|
—
|
(0.25
|
)
|
|||||
Non-GAAP Adjusted EPS
|
$
|
1.29
|
$
|
1.25
|
|
Three Months Ended
October 31,
|
Constant
Currency
|
||||||||||||||
RESEARCH PUBLISHING & PLATFORMS:
|
2021
|
2020
|
% Change
Favorable
(Unfavorable)
|
% Change
Favorable
(Unfavorable)
|
||||||||||||
Revenue:
|
||||||||||||||||
Research Publishing
|
$
|
262,873
|
$
|
240,691
|
9
|
%
|
9
|
%
|
||||||||
Research Platforms
|
12,281
|
10,643
|
15
|
%
|
15
|
%
|
||||||||||
Total Research Publishing & Platforms Revenue
|
275,154
|
251,334
|
9
|
%
|
9
|
%
|
||||||||||
Cost of Sales
|
73,700
|
69,015
|
(7
|
)%
|
(5
|
)%
|
||||||||||
Operating Expenses
|
112,729
|
100,445
|
(12
|
)%
|
(11
|
)%
|
||||||||||
Amortization of Intangible Assets
|
11,672
|
8,024
|
(45
|
)%
|
(43
|
)%
|
||||||||||
Restructuring Charges (Credits) (see Note 9)
|
22
|
(238
|
)
|
#
|
#
|
|||||||||||
Contribution to Profit
|
77,031
|
74,088
|
4
|
%
|
8
|
%
|
||||||||||
Restructuring Charges (Credits) (see Note 9)
|
22
|
(238
|
)
|
#
|
#
|
|||||||||||
Adjusted Contribution to Profit
|
77,053
|
73,850
|
4
|
%
|
8
|
%
|
||||||||||
Depreciation and amortization
|
23,464
|
19,765
|
(19
|
)%
|
(18
|
)%
|
||||||||||
Adjusted EBITDA
|
$
|
100,517
|
$
|
93,615
|
7
|
%
|
10
|
%
|
||||||||
Adjusted EBITDA Margin
|
36.5
|
%
|
37.2
|
%
|
|
Three Months Ended
October 31,
|
Constant
Currency
|
||||||||||||||
ACADEMIC & PROFESSIONAL LEARNING:
|
2021
|
2020
|
% Change
Favorable
(Unfavorable)
|
% Change
Favorable
(Unfavorable)
|
||||||||||||
Revenue:
|
||||||||||||||||
Education Publishing (1)
|
$
|
98,581
|
$
|
102,428
|
(4
|
)%
|
(5
|
)%
|
||||||||
Professional Learning
|
77,948
|
67,485
|
16
|
%
|
15
|
%
|
||||||||||
Total Academic & Professional Learning
|
176,529
|
169,913
|
4
|
%
|
3
|
%
|
||||||||||
Cost of Sales
|
45,842
|
45,115
|
(2
|
)%
|
(1
|
)%
|
||||||||||
Operating Expenses
|
86,473
|
89,138
|
3
|
%
|
4
|
%
|
||||||||||
Amortization of Intangible Assets
|
3,608
|
4,112
|
12
|
%
|
12
|
%
|
||||||||||
Restructuring (Credits) Charges (see Note 9)
|
(465
|
)
|
1,541
|
#
|
#
|
|||||||||||
Contribution to Profit
|
41,071
|
30,007
|
37
|
%
|
36
|
%
|
||||||||||
Restructuring (Credits) Charges (see Note 9)
|
(465
|
)
|
1,541
|
#
|
#
|
|||||||||||
Adjusted Contribution to Profit
|
40,606
|
31,548
|
29
|
%
|
28
|
%
|
||||||||||
Depreciation and amortization
|
18,148
|
17,720
|
(2
|
)%
|
(2
|
)%
|
||||||||||
Adjusted EBITDA
|
$
|
58,754
|
$
|
49,268
|
19
|
%
|
18
|
%
|
||||||||
Adjusted EBITDA Margin
|
33.3
|
%
|
29.0
|
%
|
(1) |
In May 2021, we moved the WileyNXT product offering from Academic & Professional Learning – Education Publishing to Education Services – Talent Development Services. As a result, the prior period results related to the WileyNXT product offering have been included in Education Services - Talent Development Services. The Revenue, Adjusted Contribution to Profit and Adjusted EBITDA for WileyNXT was $0.7 million, $(0.1) million, and $(0.1) million, respectively, for the three months ended October 31, 2020. There were no changes to our total consolidated financial results.
|
|
Three Months Ended
October 31,
|
Constant
Currency
|
||||||||||||||
EDUCATION SERVICES:
|
2021
|
2020
|
% Change
Favorable
(Unfavorable)
|
% Change
Favorable
(Unfavorable)
|
||||||||||||
Revenue:
|
||||||||||||||||
University Services (1)
|
$
|
58,081
|
$
|
56,261
|
3
|
%
|
3
|
%
|
||||||||
Talent Development Services (2)(3)
|
23,239
|
13,503
|
72
|
%
|
67
|
%
|
||||||||||
Total Education Services Revenue
|
81,320
|
69,764
|
17
|
%
|
15
|
%
|
||||||||||
Cost of Sales
|
55,241
|
40,725
|
(36
|
)%
|
(34
|
)%
|
||||||||||
Operating Expenses
|
19,157
|
16,630
|
(15
|
)%
|
(14
|
)%
|
||||||||||
Amortization of Intangible Assets
|
6,195
|
5,029
|
(23
|
)%
|
(23
|
)%
|
||||||||||
Restructuring Charges (see Note 9)
|
6
|
84
|
93
|
%
|
93
|
%
|
||||||||||
Contribution to Profit
|
721
|
7,296
|
(90
|
)%
|
(91
|
)%
|
||||||||||
Restructuring Charges (see Note 9)
|
6
|
84
|
93
|
%
|
93
|
%
|
||||||||||
Adjusted Contribution to Profit
|
727
|
7,380
|
(90
|
)%
|
(91
|
)%
|
||||||||||
Depreciation and amortization
|
8,813
|
7,210
|
(22
|
)%
|
(22
|
)%
|
||||||||||
Adjusted EBITDA
|
$
|
9,540
|
$
|
14,590
|
(35
|
)%
|
(35
|
)%
|
||||||||
Adjusted EBITDA Margin
|
11.7
|
%
|
20.9
|
%
|
(1) |
University Services was previously referred to as Education Services OPM.
|
(2) |
Talent Development Services was previously referred to as mthree.
|
(3) |
In May 2021, we moved the WileyNXT product offering from Academic & Professional Learning – Education Publishing to Education Services – Talent Development Services. As a result, the prior period results related to the WileyNXT product offering have been included in Education Services - Talent Development Services. The Revenue, Adjusted Contribution to Profit and Adjusted EBITDA for WileyNXT was $0.7 million, $(0.1) million, and $(0.1) million, respectively, for the three months ended October 31, 2020. There were no changes to our total consolidated financial results.
|
Six Months Ended
October 31,
|
||||||||
2021
|
2020
|
|||||||
US GAAP Operating Income
|
$
|
114,856
|
$
|
99,944
|
||||
Adjustments:
|
||||||||
Restructuring and related (credits) charges
|
(1,609
|
)
|
4,138
|
|||||
Non-GAAP Adjusted CTP
|
$
|
113,247
|
$
|
104,082
|
Six Months Ended
October 31,
|
||||||||
2021
|
2020
|
|||||||
Net Income
|
$
|
69,797
|
$
|
84,766
|
||||
Interest expense
|
9,636
|
9,075
|
||||||
Provision for income taxes
|
44,820
|
13,481
|
||||||
Depreciation and amortization
|
109,121
|
97,937
|
||||||
Non-GAAP EBITDA
|
233,374
|
205,259
|
||||||
Restructuring and related (credits) charges
|
(1,609
|
)
|
4,138
|
|||||
Foreign exchange transaction losses
|
1,000
|
779
|
||||||
Gain on sale of certain assets
|
(3,694
|
)
|
—
|
|||||
Other income, net
|
(6,703
|
)
|
(8,157
|
)
|
||||
Non-GAAP Adjusted EBITDA
|
$
|
222,368
|
$
|
202,019
|
Six Months Ended
October 31,
|
||||||||
2021
|
2020
|
|||||||
US GAAP Income Before Taxes
|
$
|
114,617
|
$
|
98,247
|
||||
Pretax Impact of Adjustments:
|
||||||||
Restructuring and related (credits) charges
|
(1,609
|
)
|
4,138
|
|||||
Foreign exchange gains on intercompany transactions
|
(228
|
)
|
(1,338
|
)
|
||||
Amortization of acquired intangible assets
|
44,892
|
36,530
|
||||||
Gain on sale of certain assets
|
(3,694
|
)
|
—
|
|||||
Non-GAAP Adjusted Income Before Taxes
|
$
|
153,978
|
$
|
137,577
|
Six Months Ended
October 31,
|
||||||||
2021
|
2020
|
|||||||
US GAAP Income Tax Provision
|
$
|
44,820
|
$
|
13,481
|
||||
Income Tax Impact of Adjustments (1):
|
||||||||
Restructuring and related (credits) charges
|
(232
|
)
|
1,397
|
|||||
Foreign exchange losses (gains) on intercompany transactions
|
19
|
(490
|
)
|
|||||
Amortization of acquired intangible assets
|
10,263
|
8,633
|
||||||
Gain on sale of certain assets
|
(922
|
)
|
—
|
|||||
Income Tax Adjustments:
|
||||||||
Impact of increase in UK statutory rate on deferred tax balances (2)
|
(20,726
|
)
|
(6,772
|
)
|
||||
Impact of US CARES Act (3)
|
—
|
13,998
|
||||||
Non-GAAP Adjusted Income Tax Provision
|
$
|
33,222
|
$
|
30,247
|
||||
US GAAP Effective Tax Rate
|
39.1
|
%
|
13.7
|
%
|
||||
Non-GAAP Adjusted Effective Tax Rate
|
21.6
|
%
|
22.0
|
%
|
(1) |
For the six months ended October 31, 2021 and 2020, substantially all of the tax impact was from deferred taxes.
|
(2) |
These adjustments impacted deferred taxes in the six months ended October 31, 2021 and 2020.
|
(3) |
For the six months ended October 31, 2020, the tax impact was $8.4 million from current taxes and $5.6 million from deferred taxes.
|
|
Six Months Ended
October 31,
|
|||||||
2021
|
2020
|
|||||||
US GAAP EPS
|
$
|
1.24
|
$
|
1.51
|
||||
Adjustments:
|
||||||||
Restructuring and related (credits) charges
|
(0.02
|
)
|
0.05
|
|||||
Foreign exchange gains on intercompany transactions
|
—
|
(0.02
|
)
|
|||||
Amortization of acquired intangible assets
|
0.60
|
0.50
|
||||||
Gain on sale of certain assets
|
(0.05
|
)
|
—
|
|||||
Income tax adjustments
|
0.37
|
(0.13
|
)
|
|||||
Non-GAAP Adjusted EPS
|
$
|
2.14
|
$
|
1.91
|
|
Six Months Ended
October 31,
|
Constant
Currency
|
||||||||||||||
RESEARCH PUBLISHING & PLATFORMS:
|
2021
|
2020
|
% Change
Favorable
(Unfavorable)
|
% Change
Favorable
(Unfavorable)
|
||||||||||||
Revenue:
|
||||||||||||||||
Research Publishing
|
$
|
526,231
|
$
|
471,155
|
12
|
%
|
9
|
%
|
||||||||
Research Platforms
|
23,679
|
20,989
|
13
|
%
|
13
|
%
|
||||||||||
Total Research Publishing & Platforms Revenue
|
549,910
|
492,144
|
12
|
%
|
10
|
%
|
||||||||||
Cost of Sales
|
146,332
|
134,716
|
(9
|
)%
|
(5
|
)%
|
||||||||||
Operating Expenses
|
223,924
|
198,266
|
(13
|
)%
|
(10
|
)%
|
||||||||||
Amortization of Intangible Assets
|
23,577
|
15,691
|
(50
|
)%
|
(46
|
)%
|
||||||||||
Restructuring Charges (Credits) (see Note 9)
|
238
|
(435
|
)
|
#
|
#
|
|||||||||||
Contribution to Profit
|
155,839
|
143,906
|
8
|
%
|
9
|
%
|
||||||||||
Restructuring Charges (Credits) (see Note 9)
|
238
|
(435
|
)
|
#
|
#
|
|||||||||||
Adjusted Contribution to Profit
|
156,077
|
143,471
|
9
|
%
|
9
|
%
|
||||||||||
Depreciation and amortization
|
47,226
|
39,466
|
(20
|
)%
|
(18
|
)%
|
||||||||||
Adjusted EBITDA
|
$
|
203,303
|
$
|
182,937
|
11
|
%
|
11
|
%
|
||||||||
Adjusted EBITDA Margin
|
37.0
|
%
|
37.2
|
%
|
|
Six Months Ended
October 31,
|
Constant
Currency
|
||||||||||||||
ACADEMIC & PROFESSIONAL LEARNING:
|
2021
|
2020
|
% Change
Favorable
(Unfavorable)
|
% Change
Favorable
(Unfavorable)
|
||||||||||||
Revenue:
|
||||||||||||||||
Education Publishing (1)
|
$
|
164,961
|
$
|
166,031
|
(1
|
)%
|
(3
|
)%
|
||||||||
Professional Learning
|
150,832
|
130,314
|
16
|
%
|
14
|
%
|
||||||||||
Total Academic & Professional Learning
|
315,793
|
296,345
|
7
|
%
|
5
|
%
|
||||||||||
Cost of Sales
|
87,914
|
81,596
|
(8
|
)%
|
(6
|
)%
|
||||||||||
Operating Expenses
|
171,718
|
175,196
|
2
|
%
|
4
|
%
|
||||||||||
Amortization of Intangible Assets
|
7,232
|
8,250
|
12
|
%
|
13
|
%
|
||||||||||
Restructuring (Credits) Charges (see Note 9)
|
(294
|
)
|
1,574
|
#
|
#
|
|||||||||||
Contribution to Profit
|
49,223
|
29,729
|
66
|
%
|
61
|
%
|
||||||||||
Restructuring (Credits) Charges (see Note 9)
|
(294
|
)
|
1,574
|
#
|
#
|
|||||||||||
Adjusted Contribution to Profit
|
48,929
|
31,303
|
56
|
%
|
52
|
%
|
||||||||||
Depreciation and amortization
|
36,512
|
36,524
|
—
|
1
|
%
|
|||||||||||
Adjusted EBITDA
|
$
|
85,441
|
$
|
67,827
|
26
|
%
|
23
|
%
|
||||||||
Adjusted EBITDA Margin
|
27.1
|
%
|
22.9
|
%
|
(1) |
In May 2021, we moved the WileyNXT product offering from Academic & Professional Learning – Education Publishing to Education Services – Talent Development Services. As a result, the prior period results related to the WileyNXT product offering have been included in Education Services – Talent Development Services. The Revenue, Adjusted Contribution to Profit and Adjusted EBITDA for WileyNXT was $1.2 million, $(0.2) million, and $(0.2) million, respectively, for the six months ended October 31, 2020. There were no changes to our total consolidated financial results.
|
|
Six Months Ended
October 31,
|
Constant
Currency
|
||||||||||||||
EDUCATION SERVICES:
|
2021
|
2020
|
% Change
Favorable
(Unfavorable)
|
% Change
Favorable
(Unfavorable)
|
||||||||||||
Revenue:
|
||||||||||||||||
University Services (1)
|
$
|
112,475
|
$
|
106,523
|
6
|
%
|
5
|
%
|
||||||||
Talent Development Services (2)(3)
|
43,213
|
27,325
|
58
|
%
|
50
|
%
|
||||||||||
Total Education Services Revenue
|
155,688
|
133,848
|
16
|
%
|
14
|
%
|
||||||||||
Cost of Sales
|
106,493
|
83,349
|
(28
|
)%
|
(26
|
)%
|
||||||||||
Operating Expenses
|
38,512
|
32,408
|
(19
|
)%
|
(17
|
)%
|
||||||||||
Amortization of Intangible Assets
|
11,817
|
10,116
|
(17
|
)%
|
(16
|
)%
|
||||||||||
Restructuring (Credits) Charges (see Note 9)
|
(28
|
)
|
223
|
#
|
#
|
|||||||||||
Contribution to Profit
|
(1,106
|
)
|
7,752
|
#
|
#
|
|||||||||||
Restructuring (Credits) Charges (see Note 9)
|
(28
|
)
|
223
|
#
|
#
|
|||||||||||
Adjusted Contribution to Profit
|
(1,134
|
)
|
7,975
|
#
|
#
|
|||||||||||
Depreciation and amortization
|
17,116
|
14,489
|
(18
|
)%
|
(17
|
)%
|
||||||||||
Adjusted EBITDA
|
$
|
15,982
|
$
|
22,464
|
(29
|
)%
|
(30
|
)%
|
||||||||
Adjusted EBITDA Margin
|
10.3
|
%
|
16.8
|
%
|
(1) |
University Services was previously referred to as Education Services OPM.
|
(2) |
Talent Development Services was previously referred to as mthree.
|
(3) |
In May 2021, we moved the WileyNXT product offering from Academic & Professional Learning – Education Publishing to Education Services – Talent Development Services. As a result, the prior period results related to the WileyNXT product offering have been included in Education Services – Talent Development Services. The Revenue, Adjusted Contribution to Profit and Adjusted EBITDA for WileyNXT was $1.2 million, $(0.2) million, and $(0.2) million, respectively, for the six months ended October 31, 2020. There were no changes to our total consolidated financial results.
|
Metric
|
Fiscal Year 2020
Actual
|
Fiscal Year 2021
Actual
|
Fiscal Year 2022
Outlook
|
||
Revenue
|
$1,831
|
$1,942
|
$2,070 to $2,100
|
||
Adjusted EBITDA
|
$356
|
$419
|
$415 to $435
|
||
Adjusted EPS - newly defined
|
$3.30
|
$4.00
|
$4.00 to $4.25
|
||
Free Cash Flow
|
$173
|
$257
|
$200 to $220
|
● |
Revenue Outlook: Wiley expects consolidated revenue growth of mid-to-high single digits, to a range of $2.07 to $2.1 billion.
|
● |
Adjusted EBITDA Outlook: Wiley expects a range between $415 and $435 million, with profit gains on higher revenue tempered by investments to accelerate growth initiatives.
|
● |
Adjusted EPS Outlook (newly defined): Wiley expects a range between $4.00 to $4.25 reflecting investments, and a higher effective tax rate. Again, this is a reaffirmation of guidance but now excludes the non-cash amortization of acquired intangible assets totaling $1.20 per share.
|
● |
Free Cash Flow Outlook: Wiley expects a range between $200 and $220 million. While cash earnings are again expected to be strong, we see certain headwinds compared to Fiscal Year 2021, including higher capital expenditures, higher net cash taxes due to the CARES Act related tax refund received in Fiscal Year 2021, and higher annual incentive compensation payments related to Fiscal Year 2021 outperformance, which were issued in the three months ended July 31, 2021.
|
Three Months Ended
October 31,
|
Six Months Ended
October 31,
|
Fiscal Year
|
Fiscal Year
|
|||||||||||||||||||||
|
2021
|
2020
|
2021
|
2020
|
2021
|
2020
|
||||||||||||||||||
US GAAP Earnings (Loss) Per Share
|
$
|
0.99
|
$
|
1.22
|
$
|
1.24
|
$
|
1.51
|
$
|
2.63
|
$
|
(1.32
|
)
|
|||||||||||
Adjustments:
|
||||||||||||||||||||||||
Restructuring and related (credits) charges
|
(0.02
|
)
|
0.02
|
(0.02
|
)
|
0.05
|
0.44
|
0.43
|
||||||||||||||||
Foreign exchange losses (gains) on intercompany transactions
|
0.01
|
0.01
|
—
|
(0.02
|
)
|
(0.02
|
)
|
0.02
|
||||||||||||||||
Gain on sale of certain assets
|
—
|
—
|
(0.05
|
)
|
—
|
—
|
—
|
|||||||||||||||||
Income tax adjustments
|
—
|
(0.25
|
)
|
0.37
|
(0.13
|
)
|
(0.13
|
)
|
(0.03
|
)
|
||||||||||||||
Impairment of goodwill
|
—
|
—
|
—
|
—
|
—
|
1.94
|
||||||||||||||||||
Impairment of Blackwell trade name
|
—
|
—
|
—
|
—
|
—
|
1.31
|
||||||||||||||||||
Impairment of developed technology intangible
|
—
|
—
|
—
|
—
|
—
|
0.04
|
||||||||||||||||||
EPS impact of using weighted-average dilutive shares for adjusted EPS calculation (1)
|
—
|
—
|
—
|
—
|
—
|
0.01
|
||||||||||||||||||
Non-GAAP Adjusted EPS (Previously Reported)
|
$
|
0.98
|
$
|
1.00
|
$
|
1.54
|
$
|
1.41
|
$
|
2.92
|
$
|
2.40
|
||||||||||||
Amortization of acquired intangible assets
|
0.31
|
0.25
|
0.60
|
0.50
|
1.08
|
0.90
|
||||||||||||||||||
Non-GAAP Adjusted EPS (Newly Defined)
|
$
|
1.29
|
$
|
1.25
|
$
|
2.14
|
$
|
1.91
|
$
|
4.00
|
$
|
3.30
|
||||||||||||
Weighted average number of common shares outstanding:
|
||||||||||||||||||||||||
Diluted (shares in 000's) (1)
|
56,388
|
56,165
|
56,477
|
56,182
|
56,461
|
56,729
|
(1) |
For Fiscal Year 2020, 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-US 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 US GAAP net loss is reported and the effect of using dilutive shares is antidilutive.
|
Three Months Ended
October 31,
|
Six Months Ended
October 31,
|
Fiscal Year
|
Fiscal Year
|
|||||||||||||||||||||
|
2021
|
2020
|
2021
|
2020
|
2021
|
2020
|
||||||||||||||||||
US GAAP Income (Loss) Before Taxes
|
$
|
70,615
|
$
|
68,513
|
$
|
114,617
|
$
|
98,247
|
$
|
175,912
|
$
|
(63,092
|
)
|
|||||||||||
Pretax Impact of Adjustments:
|
||||||||||||||||||||||||
Restructuring and related (credits) charges
|
(1,333
|
)
|
1,920
|
(1,609
|
)
|
4,138
|
33,310
|
32,607
|
||||||||||||||||
Foreign exchange losses (gains) on intercompany transactions
|
567
|
231
|
(228
|
)
|
(1,338
|
)
|
(1,457
|
)
|
1,256
|
|||||||||||||||
Loss (gain) on sale of certain assets
|
56
|
—
|
(3,694
|
)
|
—
|
—
|
—
|
|||||||||||||||||
Impairment of goodwill
|
—
|
—
|
—
|
—
|
—
|
110,000
|
||||||||||||||||||
Impairment of Blackwell trade name
|
—
|
—
|
—
|
—
|
—
|
89,507
|
||||||||||||||||||
Impairment of developed technology intangible
|
—
|
—
|
—
|
—
|
—
|
2,841
|
||||||||||||||||||
Non-GAAP Adjusted Income Before Taxes (Previously Reported)
|
$
|
69,905
|
$
|
70,664
|
$
|
109,086
|
$
|
101,047
|
$
|
207,765
|
$
|
173,119
|
||||||||||||
Amortization of acquired intangible assets
|
22,608
|
18,381
|
44,892
|
36,530
|
79,421
|
68,269
|
||||||||||||||||||
Non-GAAP Adjusted Income Before Taxes (Newly Defined)
|
$
|
92,513
|
$
|
89,045
|
$
|
153,978
|
$
|
137,577
|
$
|
287,186
|
$
|
241,388
|
Three Months Ended
October 31,
|
Six Months Ended
October 31,
|
Fiscal Year
|
Fiscal Year
|
|||||||||||||||||||||
|
2021
|
2020
|
2021
|
2020
|
2021
|
2020
|
||||||||||||||||||
US GAAP Income Tax Provision
|
$
|
14,648
|
$
|
81
|
$
|
44,820
|
$
|
13,481
|
$
|
27,656
|
$
|
11,195
|
||||||||||||
Income Tax Impact of Adjustments (1):
|
||||||||||||||||||||||||
Restructuring and related (credits) charges
|
(277
|
)
|
654
|
(232
|
)
|
1,397
|
8,065
|
7,949
|
||||||||||||||||
Foreign exchange losses (gains) on intercompany transactions
|
120
|
122
|
19
|
(490
|
)
|
(363
|
)
|
242
|
||||||||||||||||
Loss (gain) on sale of certain assets
|
14
|
—
|
(922
|
)
|
—
|
—
|
—
|
|||||||||||||||||
Impairment of Blackwell trade name
|
—
|
—
|
—
|
—
|
—
|
15,216
|
||||||||||||||||||
Impairment of developed technology intangible
|
—
|
—
|
—
|
—
|
—
|
686
|
||||||||||||||||||
Income Tax Adjustments:
|
||||||||||||||||||||||||
Impact of increase in UK statutory rate on deferred tax balances (2)
|
—
|
(83
|
)
|
(20,726
|
)
|
(6,772
|
)
|
(3,511
|
)
|
—
|
||||||||||||||
Impact of US CARES Act (3)
|
—
|
13,998
|
—
|
13,998
|
13,998
|
—
|
||||||||||||||||||
Impact of change in certain US state tax rates in 2021 and tax rates in France in 2020 (2)
|
—
|
—
|
—
|
—
|
(3,225
|
)
|
1,887
|
|||||||||||||||||
Non-GAAP Adjusted Income Tax Provision (Previously Reported)
|
$
|
14,505
|
$
|
14,772
|
$
|
22,959
|
$
|
21,614
|
$
|
42,620
|
$
|
37,175
|
||||||||||||
Amortization of acquired intangible assets (1)
|
5,420
|
4,335
|
10,263
|
8,633
|
18,511
|
16,820
|
||||||||||||||||||
Non-GAAP Adjusted Income Tax Provision (Newly Defined)
|
$
|
19,925
|
$
|
19,107
|
$
|
33,222
|
$
|
30,247
|
$
|
61,131
|
$
|
53,995
|
||||||||||||
US GAAP Effective Tax Rate
|
20.7
|
%
|
0.1
|
%
|
39.1
|
%
|
13.7
|
%
|
15.7
|
%
|
(17.7
|
)%
|
||||||||||||
Non-GAAP Adjusted Effective Tax Rate (Previously Reported)
|
20.7
|
%
|
20.9
|
%
|
21.0
|
%
|
21.4
|
%
|
20.5
|
%
|
21.5
|
%
|
||||||||||||
Non-GAAP Adjusted Effective Tax Rate (Newly Defined)
|
21.5
|
%
|
21.5
|
%
|
21.6
|
%
|
22.0
|
%
|
21.3
|
%
|
22.4
|
%
|
(1) |
These adjustments substantially impacted deferred taxes.
|
(2) |
These adjustments impacted deferred taxes.
|
(3) |
The tax impact was $8.4 million from current taxes and $5.6 million from deferred taxes.
|
Fiscal Year
|
||||
2021
|
||||
Net Income
|
$
|
148,256
|
||
Interest expense
|
18,383
|
|||
Provision for income taxes
|
27,656
|
|||
Depreciation and amortization
|
200,189
|
|||
Non-GAAP EBITDA
|
394,484
|
|||
Restructuring and related charges
|
33,310
|
|||
Foreign exchange transaction losses
|
7,977
|
|||
Other income, net
|
(16,761
|
)
|
||
Non-GAAP Adjusted EBITDA
|
$
|
419,010
|
Fiscal Year
|
||||
2021
|
||||
Net cash provided by operating activities
|
$
|
359,923
|
||
Less: Additions to technology, property and equipment
|
(77,407
|
)
|
||
Less: Product development spending
|
(25,954
|
)
|
||
Free cash flow less product development spending
|
$
|
256,562
|
|
Six Months Ended
October 31,
|
|||||||
2021
|
2020
|
|||||||
Net cash used in operating activities
|
$
|
(75,622
|
)
|
$
|
(76,622
|
)
|
||
Net cash used in investing activities
|
(62,571
|
)
|
(61,679
|
)
|
||||
Net cash provided by financing activities
|
147,046
|
18,599
|
||||||
Effect of foreign currency exchange rate changes on cash, cash equivalents and restricted cash
|
$
|
(1,742
|
)
|
$
|
3,301
|
|
Six Months Ended
October 31,
|
|||||||
2021
|
2020
|
|||||||
Net cash used in operating activities
|
$
|
(75,622
|
)
|
$
|
(76,622
|
)
|
||
Less: Additions to technology, property and equipment
|
(37,676
|
)
|
(36,430
|
)
|
||||
Less: Product development spending
|
(13,001
|
)
|
(10,999
|
)
|
||||
Free cash flow less product development spending
|
$
|
(126,299
|
)
|
$
|
(124,051
|
)
|
Net cash used in operating activities – Six months ended October 31, 2020
|
$
|
(76.6
|
)
|
|
Net income adjusted for items to reconcile net income to net cash used in operating activities, which would include such noncash items as, depreciation and amortization, and the change in deferred taxes
|
0.9
|
|||
Working capital changes:
|
|
|||
Accounts receivable, net and contract liabilities
|
(44.2
|
)
|
||
Accounts payable, accrued royalties and other accrued liabilities
|
(8.2
|
)
|
||
Income taxes
|
38.5
|
|||
Other working capital items
|
14.0
|
|||
Net cash used in operating activities – Six months ended October 31, 2021
|
$
|
(75.6
|
)
|
Six Months Ended
October 31, 2021
|
||||
Shares repurchased – Class A
|
312
|
|||
Shares repurchased – Class B
|
1
|
|||
Average price – Class A and Class B
|
$
|
55.51
|
|
October 31, 2021
|
April 30, 2021
|
||||||
Increase in Inventories, net
|
$
|
10,991
|
$
|
10,886
|
||||
Decrease in Accrued royalties
|
$
|
(5,426
|
)
|
$
|
(4,949
|
)
|
||
Increase in Contract liabilities
|
$
|
42,309
|
$
|
38,034
|
||||
Print book sales return reserve net liability balance
|
$
|
(25,892
|
)
|
$
|
(22,199
|
)
|
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 be Purchased
Under Additional Plans or Programs
(Dollars in millions)
|
||||||||||||||||
August 2021
|
—
|
$
|
—
|
—
|
367,684
|
$
|
200
|
|||||||||||||
September 2021
|
121,270
|
55.61
|
121,270
|
246,414
|
200
|
|||||||||||||||
October 2021
|
62,086
|
52.44
|
62,086
|
184,328
|
200
|
|||||||||||||||
Total
|
183,356
|
$
|
54.54
|
183,356
|
184,328
|
$
|
200
|
JOHN WILEY & SONS, INC.
|
|||
Registrant
|
|||
By
|
/s/ Brian A. Napack
|
||
Brian A. Napack
|
|||
President and Chief Executive Officer
|
|||
By
|
/s/ Christina Van Tassell
|
||
Christina Van Tassell
|
|||
Executive Vice President and Chief Financial Officer
|
|||
By
|
/s/ Christopher F. Caridi
|
||
Christopher F. Caridi
|
|||
Senior Vice President, Global Corporate Controller and Chief Accounting Officer
|
|||
Dated: December 8, 2021
|
1. |
I have reviewed this quarterly report on Form 10-Q 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: December 8, 2021
|
1. |
I have reviewed this quarterly report on Form 10-Q 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
|
By:
|
/s/ Christina Van Tassell
|
||
Christina Van Tassell
|
|||
Executive Vice President and Chief Financial Officer
|
|||
Dated: December 8, 2021
|
(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: December 8, 2021
|
(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/ Christina Van Tassell
|
||
Christina Van Tassell
|
|||
Executive Vice President and Chief Financial Officer
|
|||
Dated: December 8, 2021
|
•
|
Absent a Change in Control: One month of base salary for each year of employment, subject to a minimum of 12 months and a maximum of 18 months.
Continued health insurance for the number of months of the cash severance period.
|
•
|
Sincerely,
|
|
Acknowledged and Agreed:
|
|
|
|
|
|
/s/ Suzanne Hyland
|
|
/s/ Todd Zipper
|
|
Suzanne Hyland
|
|
Todd Zipper
|
|
VP, Global Rewards
|
|
|
|
|
|
Date: August 7, 2020
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
||
By
|
/s/ Suzanne Hyland
|
|
/s/ Todd Zipper
|
||
|
Suzanne Hyland
|
|
Todd Zipper
|
||
|
VP, Global Rewards
|
|
|
||
|
|
|
Date: August 7, 2020
|
||
|
|
|
|