UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-K
[x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended: April 30, 20122015
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)
For the transition period from to
Commission file number 1-11507001-11507
JOHN WILEY & SONS, INC.
(Exact name of Registrant as specified in its charter)
| NEW YORK | 13-5593032 | |
| State or other jurisdiction of incorporation or organization | I.R.S. Employer Identification No. | |
| 111 River Street, Hoboken, NJ | 07030 | |
| Address of principal executive offices | Zip Code | |
| (201) 748-6000 | ||
| Registrant’s telephone number including area code | ||
| Securities registered pursuant to Section 12(b) of the Act: Title of each class | Name of each exchange on which registered | |
| Class A Common Stock, par value $1.00 per share | New York Stock Exchange | |
| Class B Common Stock, par value $1.00 per share | New York Stock Exchange | |
| Securities registered pursuant to Section 12(g) of the Act: | ||
| None |
1
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes |X| No | |
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.
Yes | | No |X |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes |X| No | |
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes |X| No | |
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. | |
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a non-accelerated filer.smaller reporting company. See definitions of “large accelerated filer,” ”accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer |X| Accelerated filer | | Non-accelerated filer | | Smaller reporting company | |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes | | No |X|
The aggregate market value of the voting stock held by non-affiliates of the registrant, computed by reference to the closing price as of the last business day of the registrant’s most recently completed second fiscal quarter, October 31, 2011,2014, was approximately $2,238.7$2,703.5 million. The registrant has no non-voting common stock.
The number of shares outstanding of the registrant’s Class A and Class B Common Stock as of May 31, 20122015 was 49,997,91949,379,843 and 9,531,2169,482,004 respectively.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant’s definitive proxy statement for use in connection with its annual meeting of stockholders scheduled to be held on September 20, 2012,October 1, 2015, are incorporated by reference into Part III of this formForm 10-K.
2
JOHN WILEY AND SONS, INC. AND SUBSIDIARIES
FORM 10-K
FOR THE FISCAL YEAR ENDED APRIL 30, 20122015
INDEX
| PART I | PAGE | |
| 4 | ||
| ITEM 4 | Mine Safety Disclosures – Not Applicable | |
| PART II | ||
Market for the Company’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | ||
| PART III | ||
| PART IV | ||
3
| Business |
The Company, founded in 1807, was incorporated in the state of New York on January 15, 1904. As used herein the term “Company” means John Wiley & Sons, Inc., and its subsidiaries and affiliated companies, unless the context indicates otherwise.
The Company is a global provider of knowledge and knowledge-enabled services that improve outcomes in areas of research, professional practice and education. Through the Research segment, the Company provides contentdigital and content-enabled digital services to customers worldwide. Core businesses produceprint scientific, technical, medical and scholarly journals, reference works, books, database services and advertising; professionaladvertising. The Professional Development segment provides digital and print books, subscription products, certificationemployment talent solutions, online learning, assessment and training services, and online applications;test prep and educationalcertification. In Education, the Company provides print and digital content, and services. Education contenteducation solutions including online program management services for higher education institutions and services includes integrated online teachingcourse management tools for instructors and learning resources for undergraduate and graduate students, educators, and lifelong learners worldwide as well as secondary school students in Australia.students. The Company takes full advantage of its content from all three core businesses in developing and cross-marketing products to its diverse customer base of researchers, professionals, students, and educators. The use of technology enables the Company to make its content efficiently more accessible to its customers around the world. The Company maintains publishing, marketing, and distribution centersCompany’s operations are primarily located in the United States, Canada, Europe, Asia, and Australia.
Further description of the Company’s business is incorporated herein by reference in the Management’s Discussion and Analysis section of this 10-K.
Employees
As of April 30, 2012,2015, the Company employed approximately 5,2004,900 persons on a full-time equivalent basis worldwide.worldwide.
Financial Information About Business Segments
The note entitled “Segment Information” of the Notes to Consolidated Financial Statements and pages 1315 through 4150 of the Management’s Discussion and Analysis section of this Form 10-K are incorporated herein by reference.
Financial Information About Foreign and Domestic Operations and Export Sales
The note entitled “Segment Information” of the Notes to Consolidated Financial Statements and page 20pages 25 and 26 of the Management’s Discussion and Analysis section of this Form 10-K are incorporated herein by reference.
| Risk Factors |
You should carefully consider all of the information set forth in this Form 10-K, including the following risk factors, before deciding to invest in any of the Company’s securities. The risks below are not the only ones the Company faces. Additional risks not currently known to the Company or that the Company presently deems immaterial may also impair its business operations. The Company’s business, financial condition, results of operations or prospects could be materially adversely affected by any of these risks.
4
Cautionary Statement Under the Private Securities Litigation Reform Act of 1995:
This Form 10-K and our Annual Report to Shareholders for the year endingended April 30, 2012 contain2015 contains certain forward-looking statements concerning the Company’s operations, performance and financial condition. In addition, the Company provides forward-looking statements in other materials released to the public as well as oral forward-looking information. Statements which contain the words anticipate, expect, believes, estimate, project, forecast, plan, outlook, intend and similar expressions constitute forward-looking statements that involve risk and uncertainties. Reliance should not be placed on forward-looking statements, as actual results may differ materially from those in any forward-looking statements.
Any such forward-looking statements are based upon a number of assumptions and estimates that are inherently subject to uncertainties and contingencies, many of which are beyond the control of the Company, and are subject to change based on many important factors. Such factors include, but are not limited to (i) the level of investment in new technologies and products; (ii) subscriber renewal rates for the Company’s journals; (iii) the financial stability and liquidity of journal subscription agents; (iv) the consolidation of book wholesalers and retail accounts; (v) the market position and financial stability of key retailers; (vi) the seasonal nature of the Company’s education business and the impact of the used-book market; (vii) worldwide economic and political conditions; and (viii) the Company’s ability to protect its copyrights and other intellectual property worldwideworldwide; (ix) the ability of the Company to successfully integrate acquired operations and realize expected opportunities and (x) other factors detailed from time to time in the Company’s filings with the Securities and Exchange Commission. The Company undertakes no obligation to update or revise any such forward-looking statements to reflect subsequent events or circumstances.
Operating and Administrative Costs and Expenses
In general, any significant increase in the costs of goods and services provided to the Company may adversely affect the Company’s costs of operation. The Company has a significant investment and cost, in its employee base around the world. The Company offers competitive salaries and benefits in order to attract and retain the highly skilled workforce needed to sustain and develop new products and services required for growth. Employment and benefit costs are affected by competitive market conditions for qualified individuals, and factors such as healthcare, pension and retirement benefitsbenefit costs. The Company is a large paper purchaser, and paper prices may fluctuate significantly from time-to-time. To reduce the impact of paper price increases, the Company relies upon multiple suppliers. The Company from time-to-time may hedge the exposure to fluctuations in price by entering into multi-year supply contracts. As of April 30, 2012,2015, the Company’s consolidated paper inventory was approximately $4.7 million and there were no outstanding multi-year supply contracts.
Protection of Intellectual Property Rights
Substantially all of the Company’s publications are protected by copyright, held either in the Company’s name, in the name of the author of the work, or in the name of thea sponsoring professional society. Such copyrights protect the Company’s exclusive right to publish the work in many countries abroad for specified periods, in most cases the author’s life plus 70 years, but in any event a minimum of 50 years for works published after 1978. The ability of the Company to continue to achieve its expected results depends, in part, upon the Company’s ability to protect its intellectual property rights. The Company’s results may be adversely affected by lack of legal and/or technological protections for its intellectual property in some jurisdictions and markets.
5
Maintaining the Company’s Reputation
Trade Concentration and Credit Risk
In the journal publishing business, print subscriptions are primarily sourced through journal subscription agents who, acting as agents for library customers, facilitate ordering by consolidating the subscription orders/billings of each subscriber with various publishers. Cash is generally collected in advance from subscribers by the subscription agents and is principally remitted to the Company between the months of NovemberDecember and January.April. Although at fiscal year-end the Company had minimal credit risk exposure to these agents, future calendar-year subscription receipts from these agents are highly dependent on their financial condition and liquidity. Subscription agents account for approximately 24%23% of total annual consolidated revenue and no one agent accounts for more than 10% of total annual consolidated revenue.
Swets Information Services, a global library subscription agent based in Amsterdam, declared bankruptcy in late September. While the bankruptcy had no material impact on the Company’s financial statements, future sourcing of journal subscriptions may be temporarily impacted. The impact to calendar year 2015 journal subscription revenue is expected to be approximately $5 million.
The Company’s booknon-journal subscription business is not dependent upon a single customer; however, the industry is concentrated in national, regional, and online bookstore chains.customer. Although no one booknon-journal customer accounts for more than 10%8% of total consolidated revenue and 15%12% of accounts receivable at April 30, 2012,2015, the top 10 booknon-journal customers account for approximately 20%17% of total consolidated revenue and approximately 40%29% of accounts receivable at April 30, 2012.2015. The Company maintains approximately $25 million of trade credit insurance, subject to certain limitations, covering balances due from certain named customers which expires in May, 2016.
Changes in RegulationLaws and Accounting StandardsRegulations That Could Adversely Affect the Company’s Business
The Company maintains publishing, marketing and distribution centersoperations in Asia, Australia, Canada, Europe and the United States. The conduct of our business, including the sourcing of content, distribution, sales, marketing and advertising is subject to various laws and regulations administered by governments around the world. Changes in laws, regulations or government policies, including tax regulations and accounting standards, may adversely affect the Company’s future financial results.
The scientific research publishing industry generates much of its revenue from paid customer subscriptions to online and print journal content. There is debate within government, academic and library communities whether such journal content should be made available for free, immediately or following a period of embargo after publication, referred to as “open access”. For instance, certain governments are considering new mandates that would require journal articles derived from government-funded research to be made available to the public at no cost after an embargo period. Open access can be achieved in two ways: Green, which enables authors to publish articles in subscription based journals and self–archive the author accepted version of the article for free public use after an embargo period, and Gold, which enables authors to publish their articles in journals that provide immediate free access to the article on the publisher’s website following payment of an article publication fee. These mandates have the potential to put pressure on subscription-based publications and favor business models funded by author fees or government and private subsidies. If such regulations are widely implemented the Company’s operating results could be adversely affected. To date, the majority of governments that have taken a position on Open access have favored the green model and have generally specified embargo periods of twelve months. The publishing community generally takes the view that this period should be sufficient to protect subscription revenues provided that publishers’ platforms offer sufficient added value to the article. Governments in Europe have been more supportive of the gold model, which thus far is generating incremental revenue for publishers with active open access programs.
6
Business Transformation and Restructuring
The Company is transforming portions of its business from a traditional publishing model to being a global provider of content-enabled solutions with a focus on digital products and services. The recent Deltak.edu, LLC (“Deltak”), Inscape Holdings, Inc. (“Inscape”), Efficient Learning Systems, Inc. (“ELS”), Profiles International (“Profiles”) and CrossKnowledge Group Limited (“CrossKnowledge”) acquisitions, along with the divestment of the Company’s consumer publishing programs, are examples of strategic initiatives that were implemented as part of the Company’s business transformation. The Company will continue to explore opportunities to develop new business models and enhance the efficiency of its organizational structure. The rapid pace and scope of change increases the risk that not all of our strategic initiatives will deliver the expected benefits within the anticipated timeframes. In addition, these efforts may somewhat disrupt the Company’s business activities which could adversely affect its operating results.
In fiscal year 2013, the Company initiated a program to restructure and realign its cost base with current and anticipated future market conditions. Significant risks associated with these actions that may impair the Company’s ability to achieve the anticipated cost reductions or that may disrupt its business include delays in the implementation of anticipated workforce reductions in highly regulated locations outside of the U.S., particularly in Europe and Asia; decreases in employee morale; the failure to meet operational targets due to the loss of key employees; and disruptions of third parties to whom we have outsourced business functions. In addition, the Company’s ability to achieve the anticipated cost savings and other benefits from these actions within the expected timeframe is subject to many estimates and assumptions. These estimates and assumptions are subject to significant economic, competitive and other uncertainties, some of which are beyond our control. If these estimates and assumptions are incorrect, if we experience delays, or if other unforeseen events occur, our business and results of operations could be adversely affected.
Outsourcing of Business Processes
The Company has outsourced certain business functions, principally in technology, content management and certain transactional functions, to third-party service providers to achieve cost savings and efficiencies. If these third-party service providers do not perform effectively, the Company may not be able to achieve the expected cost savings and depending on the function involved, may experience business disruption or processing inefficiencies, all with potential adverse effects on the Company’s operating results.
7
Introduction of New Technologies, Products and Services
The Company must continue to invest in technologicaltechnology and other innovations to adapt and add value to its products and services andto remain competitive. There are uncertainties whenever developing new products and services, and it is often possible that such new products and services may not be launched or if launched, may not be profitable or as profitable as existing products and services.
A common trend facing each of the Company’s businesses is the digitization of content and proliferation of distribution channels either overthrough the internet or viaand other electronic means, which are replacing traditional print formats. The trend to eBooksdigital books has also created contraction in the print book retail market which increases the risk of bankruptcy for certain retail customers, potentially leading to the disruption of short-term product supply to the marketconsumers as well as potential bad debt write-offs. New distribution channels, such as digital formats, the internet, online retailers and growing delivery platforms (e.g. tablets and e-readers), combined with the concentration of retailer power, present both threats and opportunities to the Company’s traditional consumer publishing models, potentially impacting both sales volumes and pricing. ThereIn addition, there is an enhanced risk associated with the illegal unauthorized replication and distribution of digital products.
Student Demand for Lower Cost Textbooks in Higher Education
The Company’s Education business publishes educational content for undergraduate, graduate and advanced placement students, lifelong learners and in Australia secondary school students. Due to growing student demand for less expensive textbooks, many college bookstores, online retailers and other entities offer used or rental textbooks to students at lower prices than new. It is uncertain how such sales of lower priced textbooks will impact the Company’s operating results.
Information Technology Risks
Information technology is a key part of the Company’s business strategy and operations. As a business strategy, Wiley’s publishing technology enables the Company to provide customers with new and enhanced products and services and is critical to the Company’s success in migrating from print to digital business models. Information technology is also a fundamental component of all our business processes; collecting and reporting business data; and communicating internally and externally with customers, suppliers, employees and others.
We are continually improving and upgrading our computer systems and software. We are in the process of implementing a new Enterprise Resource Planning system as part of a multi-year plan to integrate and upgrade our operational and financial systems and processes. The implementation of this global system will occur in phases over the next several years. Implementation of a new enterprise resource planning system involves risks and uncertainties. Any disruptions, delays, or deficiencies in the design or implementation of a new system, could result in increased costs, disruptions in operations or delays in the collection of cash from our customers, as well as have an adverse effect on our ability to timely report our financial results, all of which could materially adversely affect our business, financial condition, and results of operations.
Information technology system failures, network disruptions and breaches of data security could significantly disrupt the operations of the Company. Management has designed and implemented policies, processes and controls to mitigate risks of information technology failure and to provide security from unauthorized access to our systems. In addition, the Company has in place disaster recovery plans to maintain business continuity. The size and complexity of our information technology and information security systems, and those of our third-party vendors with whom we contract, make such systems potentially vulnerable to cyber-attacks common to most industries from inadvertent or intentional actions by employees, vendors, or malicious third-parties. Such attacks are of ever-increasing levels of sophistication and are made by groups and individuals with a wide range of motives. While the Company has taken steps to address these risks, there can be no assurance that a system failure, disruption or data security breach would not adversely affect the Company’s business and operating results.
8
Competition for Market Share and Author and Society Relationships
The Company operates in highly competitive markets. Success and continued growth depends greatly on developing new products and the means to deliver them in an environment of rapid technological change. Attracting new authors and professional societies, while retaining our existing business relationships, are also critical to our success.
Interest Rate and Foreign Exchange Risk
Non-U.S. revenues, as well as our substantial non-U.S. net assets, expose the Company’s results to foreign currency exchange rate volatility. FiscalThe percentage of Consolidated Revenue for fiscal year 2012 revenue was2015 recognized in the following currencies (as measured in(on an equivalent U.S. dollar equivalents):basis) were: approximately 54%55% U.S dollar; 28%29% British pound sterling; 8% euro and 10%8% other currencies. In addition, our interest-bearing loans and borrowings are subject to risk from changes in interest rates. These risks and the measures we have taken to help contain them are discussed in the Market Risk section of this 10-K. For additional details, see Note 13The Company from time-to-time uses derivative instruments to the Consolidated Financial Statements in this 10-K which is incorporated herein by reference.hedge such risks. Notwithstanding our efforts to foresee and mitigate the effects of changes in fiscal circumstances, we cannot predict with certainty changes in currency and interest rates, inflation or other related factors affecting our business.
Changes in Tax Legislation
The Company is subject to tax laws within the jurisdictions in which it does business. Changes in tax legislation could have a material impact on the Company’s financial results. There have been recent proposals to reform U.S. tax laws that would significantly impact how U.S. multinational corporations are taxed on earnings outside of the U.S. This could have a material impact on the Company’s financial results since a substantial portion of the Company’s income is earned outside the U.S. In addition, the Company is subject to audit by tax authorities. Although we believe our tax estimates are reasonable, the final determination of tax audits could be materially different from our historical income tax provisions and accruals and have a material impact on the Company’s net income, cash flow and financial position. See Note 13 (“Tax Audits”) for further details on the Company’s income tax audit in Germany.
Business Risk of Doing Business in Developing, Emerging and EmergingOther Foreign Markets
The Company sells its products to customers in the Middle East (including Iran and Syria), Africa (including Sudan), Cuba, and other developing markets where it does not have operating subsidiaries. In addition, approximately 9%13% of STMSResearch journal articles are sourced from authors in China. The Company does not own any assets or liabilities in these markets except for trade receivables. Challenges and uncertainties associated with operating in developing markets has a higher relative risk due to political instability, economic volatility, crime, terrorism, corruption, social and ethnic unrest, and other factors. In fiscal year 2015, the Company recorded revenue and net profits of $0.8 million and $0.3 million, respectively, related to sales to Cuba, Sudan, Syria and Iran. While sales in these markets are not material to the Company’s business results, adverse developments related to the risks associated with these markets may cause actual results to differ from historical and forecasted future operating results. Disruption in these markets could also trigger a decrease in consumer purchasing power, resulting in a reduced demand for our products.
The Company has certain technology development operations in Russia related to software development and architecture, digital content production and system testing services. Due to the political instability within the region, there is the potential for future government embargos and sanctions which could disrupt the Company’s operations in the area. While the Company has developed business continuity plans to address these issues, further adverse developments in the region could have a material impact on the Company’s business and operating results.
Liquidity and Global Economic Conditions
Changes in global financial markets have not had, nor do we anticipate they will have, a significant impact on our liquidity. Due to our significant operating cash flow, financial assets, access to capital markets and available lines of credit and revolving credit agreements, we continue to believe that we have the ability to meet our financing needs for the foreseeable future. As market conditions change, we will continue to monitor our liquidity position. However, there can be no assurance that our liquidity or our results of operations will not be affected by possible future changes in global financial markets and global economic conditions. Similar to other global businesses, we face the potential effects of a global economic recession. Unprecedented market conditions including illiquid credit markets, volatile equity markets, dramatic fluctuations in foreign currency rates and economic recession could affect future results.
Effects of Increases in Pension Costs and Funding Requirements
The Company provides defined benefit pension plans for the majority of itscertain employees worldwide. The Company’s Board of Directors approved amendments to the U.S., Canada and U.K. defined benefit plans that froze or will freeze the plans effective June 30, 2013, December 31, 2015 and April 30, 2015, respectively. The funding requirements and costs of these plans are dependent upon various factors, including the actual return on plan assets, discount rates, plan participant population demographics and changes in pension regulations. Changes in these factors affect the Company’s plan funding, cash flow and results of operations. A further discussion on how these factors could impact the Company’s consolidated financial statements is included on page 45 within the Management’s Discussion and Analysis section of this 10-K and incorporated herein by reference.
Effects of Inflation and Cost Increases
The Company, from time to time, experiences cost increases reflecting, in part, general inflationary factors. There is no guarantee that the Company can increase selling prices or reduce costs to fully mitigate the effect of inflation on company costs.
Ability to Successfully Integrate Key Acquisitions
The Company’s growth strategy includes title, imprint and other business acquisitions, including knowledge-enabled services which complement the Company’s existing businesses; the development of new products and services; designing and implementing new methods of delivering products to our customers, and organic growth of existing brands and titles.businesses. Acquisitions may have a substantial impact on the Company’s revenues, costs, revenues, cash flows, and financial position. Acquisitions involve risks and uncertainties, including difficulties in integrating acquired operations and in realizing expected opportunities; diversions of management resources and loss of key employees; challenges with respect to operating new businesses; debt incurred in financing such acquisitions; and other unanticipated problems and liabilities.
10
Valuation of Goodwill and Intangible Assets
At April 30, 2015, the Company had $962.4 million of goodwill and $917.6 million of intangible assets on its balance sheet. The intangible assets are principally comprised of content and publishing rights, customer relationships, and brands and trademarks. Failure to achieve business objectives and financial projections could result in an asset impairment charge, which would result in a non-cash charge to operating expenses. Goodwill and intangible assets with indefinite lives are tested for impairment on an annual basis and also when events or changes in circumstances indicate that impairment may have occurred. Intangible assets with determinable lives are tested for impairment only when events or changes in circumstances indicate that an impairment may have occurred. Determining whether an impairment exists can be difficult as a result of increased uncertainty and current market dynamics, and requires significant management estimates and judgment. In addition, the potential for goodwill impairment is increased during periods of economic uncertainty. An asset impairment charge could have a material adverse effect on the Company’s business, operating results and financial condition.
Attracting and Retaining Key Employees
The Company’s successCompany is highly dependent uponon the retentioncontinued services of its Chief Executive Officer, Chief Financial Officer and other senior officers and key employees globally.employees. The loss of the services of skilled personnel for any reason and the Company’s inability to replace them with suitable candidates quickly or at all, as well as any negative market perception resulting from such loss, could have a material adverse effect on the Company’s business, operating results and financial condition. In addition, we are dependent upon our ability to continue to attract new employees with key skills to support the continued organic growth of the business.business growth.
| Unresolved Staff Comments |
None
| Properties |
The Company occupies office, warehouse, and distribution facilities in various parts of the world, as listed below (excluding those locations with less than 10,000 square feet of floor area, none of which is considered material property). All of the buildings and the equipment owned or leased are believed to be in good condition and are generally fully utilized.
| Location | Purpose | Owned or Leased | Approx. Sq. Ft. | |||
| United States: | ||||||
| New Jersey | Corporate Headquarters | Leased | ||||
| Office & Warehouse | Leased | 185,000 | ||||
| Indiana | Office | Leased | ||||
| California | Office | Leased | 57,000 | |||
| Massachusetts | Office | Leased | ||||
| Illinois | Office | |||||
| Office | Leased | |||||
| Minnesota | Offices | Leased | 16,000 | |||
| Texas | Offices | Leased | 41,000 | |||
| Colorado | Office | Leased | 15,000 | |||
| International: | ||||||
| | ||||||
| Australia | Offices | Leased | 59,000 | |||
| Canada | Office | Leased | ||||
| England | Warehouses | Leased | ||||
| Offices | Leased | 80,000 | ||||
| Offices | Owned | 70,000 | ||||
| Germany | Office | Owned | 58,000 | |||
| Office | Leased | |||||
| Singapore | Offices | Leased | 44,000 | |||
| Russia | Office | Leased | 18,000 | |||
| India | Office & Warehouse | Leased | 16,000 | |||
| Office | Leased | 14,000 | | |||
12
| Legal Proceedings |
The Company is involved in routine litigation in the ordinary course of its business. In the opinion of management, the ultimate resolution of all pending litigation will not have a material effect upon the financial condition or results of operations of the Company.
| Item 5. | Market for the Company’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities |
The Company’s Class A and Class B shares are listed on the New York Stock Exchange under the symbols JWa and JWb, respectively. Dividends per share and the market price range (Based(based on daily closing prices) by fiscal quarter for the past two fiscal years were as follows:
| Class A Common Stock | Class B Common Stock | |||||
| Market Price | Market Price | |||||
| Dividends | High | Low | Dividends | High | Low | |
| 2012 | ||||||
| First Quarter | $0.20 | $53.00 | $49.08 | $0.20 | $53.22 | $49.28 |
| Second Quarter | 0.20 | 50.71 | 42.35 | 0.20 | 50.90 | 43.06 |
| Third Quarter | 0.20 | 49.43 | 43.50 | 0.20 | 49.66 | 43.57 |
| Fourth Quarter | 0.20 | 47.93 | 44.41 | 0.20 | 48.00 | 44.30 |
| 2011 | ||||||
| First Quarter | $0.16 | $42.84 | $36.87 | $0.16 | $42.62 | $36.83 |
| Second Quarter | 0.16 | 43.75 | 35.59 | 0.16 | 43.72 | 35.74 |
| Third Quarter | 0.16 | 46.79 | 41.21 | 0.16 | 46.85 | 41.15 |
| Fourth Quarter | 0.16 | 52.64 | 46.71 | 0.16 | 52.81 | 46.55 |
| Class A Common Stock | Class B Common Stock | ||||||
| Market Price | Market Price | ||||||
| Dividends | High | Low | Dividends | High | Low | ||
| 2015 | |||||||
| First Quarter | $0.29 | $62.05 | $54.52 | $0.29 | $61.80 | $54.35 | |
| Second Quarter | 0.29 | 60.42 | 51.45 | 0.29 | 61.08 | 52.04 | |
| Third Quarter | 0.29 | 62.85 | 56.48 | 0.29 | 62.75 | 56.37 | |
| Fourth Quarter | 0.29 | 65.21 | 56.88 | 0.29 | 65.10 | 56.74 | |
| 2014 | |||||||
| First Quarter | $0.25 | $45.13 | $38.15 | $0.25 | $45.12 | $36.93 | |
| Second Quarter | 0.25 | 50.95 | 43.64 | 0.25 | 50.80 | 43.79 | |
| Third Quarter | 0.25 | 56.75 | 48.81 | 0.25 | 56.35 | 48.75 | |
| Fourth Quarter | 0.25 | 58.83 | 51.63 | 0.25 | 58.68 | 51.82 | |
During the fourth quarter of fiscal year 2012,2015, the Company made the followingdid not make purchases of Class A Common Stock under its stock repurchase program:program. As of April 30, 2015 the maximum number of shares that may be purchased under the program was 2,179,120.
| 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 | ||||
| February 2012 | - | - | - | 2,916,525 | |||
| March 2012 | 280,000 | $47.62 | 280,000 | 2,636,525 | |||
| April 2012 | 280,000 | $46.78 | 280,000 | 2,356,525 | |||
| Total | 560,000 | $47.20 | 560,000 |
| Selected Financial Data |
| For the Years Ended April 30, | |||||
| Dollars in millions (except per share data) | 2015 | 2014 | 2013 | 2012 | 2011 |
| Revenue | $1,822.4 | $1,775.2 | $1,760.8 | $1,782.7 | $1,742.6 |
| Operating Income (a-c) | 237.7 | 206.7 | 199.4 | 280.4 | 248.1 |
| Net Income (a-d) | 176.9 | 160.5 | 144.2 | 212.7 | 171.9 |
| Working Capital (e) | (62.8) | 60.1 | (32.2) | (66.3) | (228.9) |
| Deferred Revenue in Working Capital (e) | (372.1) | (385.7) | (363.0) | (342.0) | (321.4) |
| Total Assets | 3,004.2 | 3,077.4 | 2,806.4 | 2,532.9 | 2,430.1 |
| Long-Term Debt | 650.1 | 700.1 | 673.0 | 475.0 | 330.5 |
| Shareholders’ Equity | 1,055.0 | 1,182.2 | 988.4 | 1,017.6 | 977.9 |
| Per Share Data | |||||
| Earnings Per Share (a-d) | |||||
Diluted | $2.97 | $2.70 | $2.39 | $3.47 | $2.80 |
Basic | $3.01 | $2.73 | $2.43 | $3.53 | $2.86 |
| Cash Dividends | |||||
| Class A Common | $1.16 | $1.00 | $0.96 | $0.80 | $0.64 |
Class B Common | $1.16 | $1.00 | $0.96 | $0.80 | $0.64 |
| For the Years Ended April 30, | |||||
| Dollars in millions (except per share data) | 2012 | 2011 | 2010 | 2009 | 2008 |
| Revenue | $1,782.7 | $1,742.6 | $1,699.1 | $1,611.4 | $1,673.7 |
| Operating Income (a,b) | 280.4 | 248.1 | 242.6 | 218.5 | 225.2 |
| Net Income (a,b,c) | 212.7 | 171.9 | 143.5 | 128.3 | 147.5 |
| Working Capital (d) | (66.3) | (228.9) | (188.7) | (157.4) | (243.6) |
| Deferred Revenue in Working Capital (d) | (342.0) | (321.4) | (275.7) | (246.6) | (303.2) |
| Total Assets | 2,532.9 | 2,430.1 | 2,308.6 | 2,216.8 | 2,570.3 |
| Long-Term Debt | 475.0 | 330.5 | 559.0 | 754.9 | 797.3 |
| Shareholders’ Equity | 1,017.6 | 977.9 | 722.4 | 513.5 | 689.1 |
| Per Share Data | |||||
| Earnings Per Share (a,b,c) | |||||
Diluted | $3.47 | $2.80 | $2.41 | $2.15 | $2.49 |
Basic | $3.53 | $2.86 | $2.45 | $2.20 | $2.55 |
| Cash Dividends | |||||
| Class A Common | $0.80 | $0.64 | $0.56 | $0.52 | $0.44 |
Class B Common | $0.80 | $0.64 | $0.56 | $0.52 | $0.44 |
In fiscal years 2015, 2014 and 2013, the Company recorded restructuring charges of $28.8 million ($20.3 million after tax or $0.34 per share), $42.7 million ($28.3 million after tax or $0.48 per share) and $29.3 million ($19.8 million after tax or $0.33 per share), respectively, and related impairment charges in fiscal years 2014 and 2013 of $4.8 million ($3.4 million after tax or $0.06 per share) and $30.7 million ($21.1 million after tax or $0.35 per share), respectively. |
| b) | In fiscal year 2013, the Company recorded a gain, net of losses, on the sale of certain Professional Development consumer publishing programs of $6.0 million ($2.6 million after tax or $0.04 per share). |
| c) | In fiscal year 2011, |
| Tax benefits and charges included in fiscal year results are as follows: |
| · | Fiscal years 2014, 2013, 2012 and 2011 include tax benefits of $10.6 million ($0.18 per share), $8.4 million ($0.14 per share), $8.8 million ($0.14 per share), and $4.2 million ($0.07 per share), respectively, principally associated with tax legislation enacted in the United Kingdom that reduced the U.K. corporate income tax rates. |
| · |
| The primary driver of the negative working capital is unearned deferred revenue related to subscriptions for which cash has been collected in advance. Cash received in advance for subscriptions is used by the Company for a number of purposes including |
| Management’s Discussion and Analysis of Business, Financial Condition and Results of Operations |
The Company is a global provider of knowledge and knowledge-enabled services that improve outcomes in areas of research, professional practice and education. Through the Research segment, the Company provides contentdigital and content-enabled digital services to customers worldwide. Core businesses produceprint scientific, technical, medical and scholarly journals, reference works, books, database services and advertising; professionaladvertising. The Professional Development segment provides digital and print books, subscription products, certificationemployment talent solutions, online learning, assessment and training services, and online applications;test prep and educationalcertification. In Education, the Company provides print and digital content, and services. Education contenteducation solutions including online program management services for higher education institutions and services includes integrated online teachingcourse management tools for instructors and learning resources for undergraduate and graduate students, educators, and lifelong learners worldwide as well as secondary school students in Australia.students. The Company takes full advantage of its content from all three core businesses in developing and cross-marketing products to its diverse customer base of researchers, professionals, students, and educators. The use of technology enables the Company to make its content efficiently more accessible to its customers around the world. The Company maintains publishing, marketing, and distribution centersCompany’s operations are primarily located in the United States, Canada, Europe, Asia, and Australia.
Business growth comes from a combination of organic growth from existing brands and titles; title, imprint and other business acquisitions which complement the Company’s existing businesses; from the development of new products and services; from designing and implementing new methods of delivering products to our customers; and from organic growththe development of existing brandsnew products and titles.services. The Company’s revenue grew at a compound annual rate of 8%1% over the past five years, which includes the acquisition of Blackwell Publishing (Holdings) Ltd. (“Blackwell”) in February 2007.years.
Core Businesses
The CompanyCompany’s Research business serves the world’s research and scholarly communities and is onethe largest publisher for professional and scholarly societies. Research’s mission is to support researchers, professionals and learners in the discovery and use of research knowledge to achieve results that help shape the leading publishers for thefuture. Research products include scientific, technical, medical and scholarly communities worldwide, includingresearch journals, books, reference works, databases, clinical decision support tools, laboratory manuals and workflow tools, in the publishing areas of the physical sciences and engineering, health sciences, social science and humanities and life sciences. Research customers include academic, corporate, government, and public libraries; researchers; scientists; clinicians; engineers and technologists; scholarly and professional societies; and students and professors. STMS products include journals, books, major reference works, databases, clinical decision support tools and laboratory manuals and workflow tools. STMS publishing areas include the physical sciences and engineering, health sciences, social science and humanities and life sciences. The Company’s STMSResearch products are sold and distributed globally onlinein digital and in print formats through multiple channels, including research libraries and library consortia, independent subscription agents, direct sales to professional society members, bookstores, online booksellers and other customers. Publishing centers include Australia, Germany, India, Singapore, the United Kingdom and the United States. STMSResearch accounted for approximately 58%57% of total Company revenue in fiscal year 20122015 and generated revenue growth at a compound annual rate of 12%1% over the past five years, includingyears.
Research revenue by product type includes Journal Subscriptions; Funded Access; Other Journal Revenue, which includes service charges for journal page counts and color charges and sales of journal licensing rights, backfiles and individual articles; Print Books; Digital Books; and Other Research Revenue, which includes journal reprint revenue, advertising, book licensing rights, distribution services and the February 2007 acquisitionsale of Blackwell, a leading publisher of journals and books for the academic, research and professional markets focused on science, technology, medicine and social sciences and humanities. protocols.
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The graph below presents STMSResearch revenue by product type for fiscal year 2012:2015:
Key growth strategies for the Research business include evolving and developing new licensing models for the Company’s institutional customers; developing new funded access revenue streams; focusing resources on high-growth and emerging markets; and developing new digital products, services and workflow solutions to meet the needs of researchers, authors, societies and corporate customers.
Approximately 53%52% of journal subscriptionJournal Subscription revenue is derived from publishing rights owned by the Company. Publishing alliances also play a major role in STMS’sResearch’s success. Approximately 47%48% of journal subscriptionJournal Subscription revenue is derived from publication rights which are owned by professional societies and published by the Company pursuant to a long-term contract or owned jointly with a professional society. These society alliances bring mutual benefit, with the societies gaining Wiley’s publishing, marketing, sales and distribution expertise, while Wiley benefits from being affiliated with prestigious societies and their members. The Company publishes the journals of many prestigious societies, including the American Cancer Society, the American Heart Association, the British Journal of Surgery Society, the Federation of European Biochemical Societies, the European Molecular Biology Organization, the American Anthropological Association, the American Geophysical Union and the German Chemical Society.
Wiley Online Library, the online publishing platform for the Company’s Research business, is one of the world’s broadest and deepest multidisciplinary collections of online resources covering life, health and physical sciences, social science and the humanities, was launched in August 2010.humanities. Built on the latest technology and designed with extensive input from scholars around the world, Wiley Online Library delivers seamless integrated access to over 57 million articles from approximately 1,600 journals, 12,00016,000 online books, and hundreds of multi-volume reference works, laboratory protocols and databases. Wiley Online Library provides the user with intuitive navigation, enhanced discoverability, expanded functionality and a range of personalization options. Access to abstracts is free, full content is accessible through licensing agreements or as individual article purchases. Large portions of the content are provided free or at nominal cost to nations in the developing world through partnerships with certain non-profit organizations. Wiley Online Library also provides the Company with revenue growth opportunities such asthrough new applications and business models, online advertising, deeper market penetration and individual sales and pay-per-view options.
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Full content Access toon Wiley Online Libraryis sold through licenses with academic and corporate libraries, consortia and other academic, government and corporate customers. The Company offers a range of licensing options including customized suites of journal publications for individual customer needs as well as subscriptions for individual journal and online book publications. Licenses are typically sold in durations of one to three years. The Company also provides fee-based access to its content through itsThrough the Article Select and PayPerView programs, which offerthe Company provides fee-based access to non-subscribed journal content, book chapters and major reference work articles.
The Company offers an alternative digital journal subscription license model to subscribers in certain markets. Under this alternative model, the Company provides access to all journal content published within a calendar year. Under the Company’s previous licensing model, a customer subscribed to a discrete number of online journal issues and revenue was recognized as each issue was made available online.
Wiley Online Library takes advantage of technology to update content frequently and to add new features and resources on an ongoing basis to increase the productivity of scientists, professionals and students. Two examples are EarlyView, through which customers can access individual articles well in advance of print publication, and MobileEditions,the Wiley Journals Apps service, which enables users to view tables ofaccess articles and related content and abstractsfrom over 200 titles on wireless handheld devices and Web-enabled phones.a tablet or other mobile device.
Professional Development (“PD”):
The Company’s Professional Development business acquires, develops and publishes professional information and content delivered through print and digital books, test preparation, assessments, online learning services and certification and training services. Communities served include business, finance, accounting, workplace learning, management, leadership, technology, behavioral health, engineering/architecture and education. Professional Development’s mission is to create products and services that help professionals worldwide learn, achieve results, and enhance their skills throughout their careers and enable corporations to maximize their investment in talent and individuals by having them become more effective in the workplace. Products are developed in print and digitally for worldwide distribution through multiple channels, including chain and online booksellers, libraries, colleges and universities, corporations, direct to consumer, websites, distributor networks and other online applications. Publishing centers include Australia, Germany, India, the United Kingdom and the United States. Professional Development accounted for approximately 22% of total Company revenue in fiscal year 2015 which declined at a compound annual rate of (1%) over the past five years, including the impact of the divested consumer publishing programs in fiscal year 2013 and the acquisitions of Inscape in fiscal year 2012, ELS in fiscal year 2013, Profiles in fiscal year 2014 and CrossKnowledge in fiscal year 2015.
Key revenue growth strategies offor the Professional/TradeProfessional Development business include providing critical contentinclude: developing and content-enabled digitalacquiring products and services to professionalsdrive corporate development and professional career development; developing its leading brands and franchises, andfranchises; executing strategic acquisitions.acquisitions and partnerships; innovating digital book formats while expanding their global discoverability and distribution; and creating advertising opportunities on the Company’s branded websites and online applications. The Company has recently executed several initiatives focused on achieving these growth strategies which are described in more detail below.
Recent Acquisitions:
On May 1, 2014, the Company acquired CrossKnowledge for approximately $166 million in cash, net of cash acquired. CrossKnowledge is a learning solutions provider focused on leadership and managerial skills development that offers subscription-based, digital learning solutions for global corporations, universities, and small and medium-sized enterprises. CrossKnowledge’s solutions include a variety of managerial and leadership skills assessments, courses, certifications, content and executive training programs that are delivered on a cloud-based LMS platform with over 19,000 learning objects in 17 languages. CrossKnowledge serves over five million end-users in 80 countries. CrossKnowledge generated revenue of $42.0 million in fiscal year 2015.
On April 1, 2014, the Company acquired Profiles International (“Profiles”) for approximately $48 million in cash, net of cash acquired. Profiles provides pre-employment assessment and selection tools that enable employers to optimize candidate selections and develop the full potential of their employees. Solutions include pre-hire assessments, including those designed to measure and match personality, knowledge, skills, managerial fit, loyalty, and values; and post-hire assessments, focused on measuring sales and managerial effectiveness, employee performance and career potential. Profiles serves approximately 4,000 corporate clients and millions of end users in over 120 countries, with assessments available in 32 languages. Profiles generated revenue of $23.3 million in fiscal year 2015.
In November 2012, the Company acquired Efficient Learning Systems, Inc. (“ELS”) for approximately $24 million in cash, net of cash acquired. ELS is an e-learning system provider focused in the areas of professional finance and accounting. ELS’ flagship product, CPAExcel, is a modular, digital platform comprised of online self-study, videos, mobile apps, and sophisticated planning tools that has helped over 65,000 professionals prepare for the CPA exam since 1998. The acquisition enhanced Wiley’s position in the growing CPA test preparation market and provided the Company with a scalable platform that can be leveraged globally across other areas of its Professional Development business. ELS generated revenue of $8.8 million in fiscal year 2015. In December 2013, the Company acquired Elan Guides for approximately $2.5 million, Elan Guides provides content in multiple formats to help prepare candidates for the CFA examinations.
In February 2012, Wiley acquired Inscape Holdings, Inc. (“Inscape”), a leading provider of workplace learningassessment-based training solutions, for approximately $85 million in cash, net of cash acquired. The acquisition will combinecombined Wiley’s deep well of valuable content and global reach in leadership and training with Inscape’s talent development content, technology and distribution network, and talent expertise, including the innovative EPIC online assessment-delivery platform and an elite global authorized distributorsdistributor network of nearly 1,700 independent consultants, trainers, and coaches. Inscape’s solution-focused products are used in thousands of organizations, including major government agencies and Fortune 500 companies. Inscape was generating approximately $20generated revenue of $26.1 million annually in revenue prior to the acquisition.fiscal year 2015.
Inscape’s solutions-focused DiSC® offerings complement the products published under Wiley’s Pfeiffer brand,existing offerings, such as Kouzes and Posner’s Leadership Practices Inventory® and newly released The Five Behaviors of a Cohesive TeamTM, in the growing workplace learning industry. Through the Pfeiffer brand, Wiley has a 40-year history of serving professional development and resource needs of learning professionals. The combined Inscape and Pfeiffer businesses will increaseassessment offerings increased the Company’s presence in the professional developmenttraining and skill assessmentdevelopment arena. We believe Inscape’s competitive strengths will also advance a number of P/T’sProfessional Development’s major strategic goals. As a workplace learning business with more than 50%70% of its revenue from a proprietary digital platform, Inscape will enableenables Wiley to move more rapidly into digital delivery within the growing workplace learning and assessment market and build its stronga significant market position in the category of leadership development. Inscape also enhancesenhanced Wiley’s global presence, serving customers around the world in more than 30 languages each year, with approximately 35%25% of fiscal year 2015 revenue generated outside the U.S through Inscape’s dedicated global distributor network.
Strategic Divestitures:
In March 2012, Wiley announced that it was exploring opportunities to sellfiscal year 2013, the Company divested a number of its consumer print and digital publishing assets in its Professional/Trade business as they no longer alignaligned with the company’sCompany’s long-term strategies.business strategy. Those assets included travel (including all of its interests in the Frommer’s, Unofficial Guides, and WhatsonWhen brands), culinary, CliffsNotes, Webster’s New World Dictionary and certain other consumer programs. During fiscal year 2013, the Company sold these publishing assets in a series of individual transactions for approximately $34 million. Fiscal year 20122013 revenue and operating income associated with the operations of the assets to be sold waswere approximately $80$46 million with a direct contribution to profit, before shared service expenses, of approximately $6 million. Assets include travel (including the well-known Frommer’s brand), culinary, general interest, nautical, pets, crafts, Webster’s New World, and Cliff’s Notes. Wiley will re-deploy resources in its Professional/Trade business to build on its global market-leading positions in business, finance, accounting, leadership, technology, architecture, psychology, education,$16 million, respectively.
Publishing Alliances and through the For Dummies brand.Programs:
Publishing alliances and franchise products are central to the Company’s strategy. The ability to bring together Wiley’s product development, sales, marketing, distribution and technological capabilities with a partner’s content and brand name recognition has been a driving factor in its success. Professional/TradeProfessional Development alliance partners include Bloomberg Press, the American Institute of Architects, the Leader to Leader Institute, Fisher Investments, the CulinaryCFA Institute, of Americathe BPO Certification Institute, Autodesk and many others.
The Company also promotes an active and growing Professional/TradeProfessional Development custom publishing program. Custom publications are typically used by organizations for internal promotional or incentive programs. Books that areThe Company’s custom publications include digital and print books written specifically written for a customer or anand customizations of Professional Development’s existing Professional/Trade publication can be customized,publications to include custom cover art, such as having the cover art include custom imprint,imprints, messages orand slogans. Of special note are customized For Dummies publications, which leverage the power of this well-known brand to meet the specific information needs of a wide range of organizations around the world.
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Education:
The Company’s Global Education business publishesproduces educational content and solutions, including course management tools for twoinstructors and four-year collegesstudents and universities, for-profit career colleges, advanced placement classes, as well as secondary schools in Australia. Globalonline program services for higher education institutions. Education’s mission is to help teachers teach and students learn. In doing so, our strategy is to providelearn by delivering personalized content, tools and services that deliver demonstrabledemonstrate results to students, faculty and institutions. Globalinstitutions throughout the world. Education offers learning solutions, innovative products and services principally delivered through college bookstores, and online distributors and directly to institutions, with customers having access to content in multi-mediadigital and custom print formats, as well as the traditional print textbook. Global Education’s cost-effective, flexible solutions are available in each of its publishing disciplines, including the sciences, engineering, mathematics, business/accounting, geography, computer science, mathematics, business and accounting, statistics, education,geography, hospitality and the culinary hospitality,arts, education, psychology and worldmodern languages.
Education revenue by product type includes Print Textbooks; Digital Books; Education Services (Deltak); Custom Products; Course Workflow Solutions (WileyPLUS), and Other Education revenue which includes revenue from the licensing of publishing content rights and other content adaptions.
The graph below presents Global Education revenue by product type for fiscal year 2012:2015:
The Company continues to transform the Education business from a content publisher to an education solutions provider. Education’s key growth strategies include developing and acquiring digital products and solutions across the educational value chain; continuing the transformation of the business from traditional print products to digital and custom products and services; focusing on institutional relationships and direct-to-student digital products; and developing the Company’s online institutional education services model acquired with Deltak.
In October 2012, the Company acquired Deltak for approximately $220 million in cash, net of cash acquired. Deltak works in close partnership with leading colleges and universities to develop and support online degree and certificate programs. These new services position the Company as an online education services provider. Wiley now provides a complete solution to help higher education institutions transition their programs into valuable online experiences. We offer market research to validate degree or certification program demand, instructional design, marketing, student recruitment and retention services, and access to the Engage Learning Management System and Student Relationship Platform, with the goal of boosting the quality and efficacy of online and hybrid programs. The Company now has access to high-growth markets and a variety of capabilities and technologies for its expansion into custom online courses and curriculum development. The Company will leverage its strong reputation and financial stability for new program investment, to accelerate growth globally, to access professional consumers and corporations and to expand content and faculty development offerings. As of April 30, 2015, the Company had 38 partners and 200 degree programs under contract. Deltak generated revenue of $81.6 million in fiscal year 2015.
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Strategic partnerships and relationships with companies such as Microsoft®, Blackboard, Canvas, Snapwiz and the Culinary Institute of America are also an important component of Education’s growth strategy. The ability to join Wiley’s product development, sales, marketing, distribution and technology with a partner’s content, technology and/or brand name has contributed to Education’s success.
Education encouragespromotes and supports the customization of its content. Wiley Custom Learning Solutions is a full-service custom publishing program that offers an array of tools and services designed to put content creation in instructors’ hands. Our suite of custom products empowers users to create high-quality, economicalaffordable education solutions tailored to meet individual classroom needs. Through a custom textbook system, Wiley Custom Select,, an online custom textbook system, instructors can easily build print and digital materials tailored to their specific course needs. With Wiley Custom Select, instructors can alsoneeds and add their own content to create a customized solution derived from any one or more Wiley resources.of the Company’s three business segments.
Journal Products:
The Company publishes approximately 1,600 Scientific, Technical, MedicalResearch and Scholarly and Professional/TradeProfessional Development journals. Journal subscriptionSubscription revenue and other related publishing income, such as Funded Access, advertising, backfile sales, the licensing of publishing rights, journal reprints and individual article sales accounted for approximately 49%45% of the Company’s consolidated fiscal year 20122015 revenue. The journal portfolio includes titles owned by the Company, in which case they may or may not be sponsored by a professional society; titles owned jointly with a professional society; and titles owned by professional societies and published by the Company pursuant to long-term contracts.
The Company sells journal subscriptions directly through Company sales representatives; indirectly through independent subscription agents; through promotional campaigns; and through memberships in professional societies for those journals that are sponsored by societies. Journal subscriptions are primarily licensed through contracts for digital content delivered through the Company’s online platform, Wiley Online Library. Contracts are negotiated by the Company directly with customers or their subscription agents. Licenses range from one to three years in duration and typically cover calendar years. Print journals are generally mailed to subscribers directly from independent printers. The Company does not own or manage printing facilities. The print journal content is also available online via Wiley Online Library. Subscription revenue is generally collected in advance, and deferred until the related issue is shipped or made available online at which time the revenue is earned.
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Societies that sponsor or own such journals generally receive a royalty and/or other consideration. The Company may procure editorial services from such societies on a pre-negotiated fee basis. The Company also enters into agreements with outside independent editors of journals that state the duties of the editors, and the fees and expenses for their services. Contributors of articles to the Company’s journal portfolio transfer publication rights to the Company or a professional society, as applicable. Journal articles may be based on funded research through government or charitable grants. In certain cases the terms of the grant may require the grant holder to make articles (either the published version or an earlier unedited version) available free of charge to the general public, typically after an embargo period. Funded open access under the Company’s Wiley Open Access and OnlineOpen business models facilitate the ability of the grant holder to comply.
The Company sellsoffers an alternative digital journal subscriptions directly throughsubscription license model to subscribers in certain markets. Under this alternative model, the Company sales representatives; indirectly through independent subscription agents; through promotional campaigns; and through memberships in professional societies for those journals that are sponsored by societies. Journal subscriptions are primarily licensed through contracts for onlineprovides access to all journal content delivered throughpublished within a calendar year. Under the Company’s web-based platform, Wiley Online Library. Contracts are negotiated by the Company directly with customers or their subscription agents. Licenses range from oneprevious licensing model, a customer subscribed to three years in durationa discrete number of online journal issues and typically cover calendar years.
Book Products:
Book products and book related publishing revenue, such as advertising revenue and the sale of publishing rights, accounted for approximately 51%32% of the Company’s consolidated fiscal year 20122015 revenue. Materials for book publications are obtained from authors throughout most of the world through the efforts of an editorial staff, outside editorial advisors, and advisory boards. Most materials originate withare originated by the authors themselves or as a result of suggestion or solicitations by editors and advisors. The Company enters into agreements with authors that state the terms and conditions under which the materials will be published, the name in which the copyright will be registered, the basis for any royalties, and other matters. Most of the authors are compensated bywith royalties, which vary withdepending on the nature of the product. The Company may make advance payments against future royalties to authors of certain publications. Royalty advances are reviewed for recoverability and a reserve for loss is maintained, if appropriate.
The Company continues to add new titles, revise existing titles, and discontinue the sale of others in the normal course of its business, and also creatingcreates adaptations of original content for specific markets fulfillingbased on customer demand. The Company’s general practice is to revise its textbooks every two to five years, if warranted, and to revise other titles as appropriate. Subscription-based products are updated more frequently on a regular schedule.
more frequent basis.
Professional and consumer books are sold to bookstores and online booksellers serving the general public; wholesalers who supply such bookstores; warehouse clubs; college bookstores for their non-textbook requirements; individual practitioners; and research institutions, libraries (including public, professional, academic, and other special libraries), industrial organizations, and government agencies. The Company employs sales representatives who call upon independent bookstores, national and regional chain bookstores and wholesalers. Sales of professional and consumer books also result from direct mail campaigns, telemarketing, online access, advertising and reviews in periodicals. Trade sales to bookstores and wholesalers are generally made on a returnable basis with certain restrictions. The Company provides for estimated future returns on sales made during the year principally based on historical return experience and current market trends.
Adopted textbooks and related supplementary material and onlinedigital products such as WileyPLUS, are sold primarily to bookstores and online booksellers, serving both for-profit and nonprofit educational institutions. The Company employs sales representatives who call on faculty responsible for selecting books to be used in courses, and on the bookstores that serve such institutions and their students. Textbook sales are generally made on a returnable basis with certain restrictions. The textbook business is seasonal, with the majority of textbook sales occurring during the June through August and November through January periods. There is anare active used and rental textbook market,markets, which adversely affectsaffect the sale of new textbooks.
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Like most other publishers, the Company generally contracts with independent printers and binderies globally for their services. The Company purchases its paper from independent suppliers and printers. The fiscal year 20122015 weighted average U.S. paper prices increaseddecreased approximately 1% from fiscal year 2011.2014. Approximately 60%76% of the Company’s paper inventory is held in the United States. Management believes that adequate printing and binding facilities, sources of paper and other required materials are available to it, and that it is not dependent upon any single supplier. Printed book products are distributed from both Company-operated warehouses and independent distributors.
The Company develops content in a digital format that can be used for onlineboth digital and print products, resulting in productivity and efficiency savings, as well asand enabling the Company to offer customized publishing and print-on-demand products.delivery. Book content is increasingly being made available online through Wiley Online Library, WileyPLUS, Wiley Custom Select and other platforms,proprietary platforms. Digital books are delivered to intermediaries including Amazon, Apple and Google, for re-sale to individuals in eBookvarious industry-standard formats, which are now the preferred deliverable for licensees of all types, including foreign language publishers. Digital books are also licensed to libraries through direct relationships with eBook vendorsaggregators. Specialized formats for digital textbooks go to distributors servicing the academic market, and digital book collections are sold by subscription through licenses with alliance partners. The Company also sponsors online communities of interest, both on its ownindependent third-party aggregators servicing distinct communities. Custom deliverables are provided to corporations, institutions and in partnership with others,associations to expand the marketeducate their employees, generate leads for its products.
helps satisfy a wide range of customer needs. The Company’s online presence not only enables it to deliver content online, but also to sell more books. The growth of online booksellers benefits the Company because they provide unlimited virtual “shelf space” for the Company’s entire backlist.
Marketing and distribution services are made available to other publishers under agency arrangements. The Company also engages in co-publishing of titles with international publishers and in publication of adaptations of works from other publishers for particular markets.publishers. The Company also receives licensing revenue from photocopies, reproductions, translations, and digital uses of its content.
Solutions:
The Company believes that the demand for learning solutions will continue to increase for the foreseeable future. In order to meet this demand and remain competitive, the Company is focused on delivering knowledge-enabled services, which improve learning, career and employment management and effectiveness for its target communities. With the goal of servicing its customers across the arc of their careers the Company is creating new revenue streams through organic development and acquisition. The Deltak, Inscape, ELS, Profiles and CrossKnowledge acquisitions have enhanced the Company’s portfolio of knowledge-enabled services and provided the Company with new capabilities and expertise, including new channels to market and direct end-user engagement. The Inscape, ELS, Profiles and CrossKnowledge acquisitions highlight the Company’s focus on providing digital content; workflow solutions around professional career development and talent assessment, while the Deltak acquisition positions the Company as an online educational solutions provider with a variety of capabilities and technologies for its expansion into custom online course and curriculum development. In addition, Education’s WileyPLUS platform improves student learning through instant feedback, personalized learning plans and self-evaluation tools.
Online Learning and Training:
The CrossKnowledge business represents the Company’s professional Online Learning and Training services. This business offers subscription-based, digital learning solutions for global corporations, universities, and small and medium-sized enterprises, with revenues earned over the terms of the subscriptions. CrossKnowledge’s solutions include a variety of managerial and leadership topics such as leadership, diversity, value creation, client orientation, change and corporate strategy, that are delivered on a cloud-based LMS platform with over 19,000 learning objects in 17 languages. Its Mohive offering also provides a collaborative e-learning publishing and program creation system. Revenue growth is derived from legacy markets, such as Europe, Asia and the Nordics, and in newer markets, such as the U.S. and Latin America. In addition, content and LMS offerings are continuously refreshed and expanded to serve a wider variety of customer needs. Online Learning and Training revenue was approximately $42.0 million in fiscal year 2015.
Assessments:
The Inscape and Profiles businesses represent the core of the Company’s professional assessment services. These businesses offer a variety of online assessment offerings that are delivered to customers through online digital delivery platforms either directly or through an authorized distributor network of independent consultants, trainers and coaches. The Company’s professional assessment services offer highly flexible packages and modules for its customers that include online pre and post-hire assessments. Revenue for these products and services are deferred until the Company’s obligation has been performed, typically when an online assessment has been completed. Assessment revenue was approximately $56.8 million in fiscal year 2015.
Professional Online Test Preparation and Certifications:
The Company’s acquisitions of ELS and Elan Guides represent the Company’s professional Online Test Preparation and Certification services. These businesses offer a variety of online learning solutions and training activities that are delivered to customers directly through online digital delivery platforms. ELS’ flagship product, CPAExcel, is a modular, digital platform comprised of online self-study, videos, mobile apps, and sophisticated planning tools to help professionals prepare for the CPA exam. Elan Guides provides content in multiple formats to help prepare candidates for the CFA examinations. Revenue for these products and services are deferred until the Company’s obligation has been performed, typically when an online training program has been completed or over the timeframe covered by a license to use the online training and study materials. PD’s Online Test Preparation and Certification revenue was approximately $18.6 million in fiscal year 2015.
Education Services (Deltak):
As student demand continues to drive traditional schools to offer online degree and certificate programs, institutions are partnering with online program management businesses to develop and support these programs. Through the Deltak acquisition, the Company has entered this high-growth market, accelerated its digital learning strategy and diversified the service offerings of its Education business to include both operational and academic solutions for higher education institutions. Through Deltak, the Company acquired capabilities and technologies to expand into custom online course and curriculum development. Deltak services include market research, marketing, student recruitment, enrollment support, proactive retention support, academic services to design courses, faculty support and access to the Deltak Engage Learning Management System. Deltak’s online program management revenue is derived from pre-negotiated contracts with institutions that provide for a share of tuition generated from students who enroll in programs that Deltak develops and manages for its institutional partners. Online program management revenue is deferred and recognized over the timeframe that each student is enrolled in the online program. As of April 30, 2015 the Company had 38 partners and 200 degree programs under contract. Deltak generated revenue of $81.6 million in fiscal year 2015.
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Course Workflow Solutions (WileyPLUS):
Through Education’s WileyPLUS platform, the Company offers an online environment for effective teaching and learning that is fully integrated with a complete digital textbook. WileyPLUS improves student learning through instant feedback, personalized learning plans, and self-evaluation tools as well as a full range of course-oriented activities, including online planning, presentations, study, homework and testing. WileyPLUS revenue is deferred and recognized over the timeframe that each student is enrolled in the online course. WileyPLUS revenue was approximately $54.2 million in fiscal year 2015.
Advertising Revenue:
The Company generates advertising revenue from print and online journal subscription products; controlled circulation magazines which are issued for free to a specific target audience; its online publishing platform, Wiley Online Library; the Wiley Job Network, a full service online job board that launched in fiscal year 2012; online events such as webinars and virtual conferences; community interest websites such as spectroscopyNOW.com and consumer brand websites for the Company’s leading brands like Dummies.com. These revenues accounted for approximately 3%2% of the Company’s consolidated fiscal year 20122015 revenue.
Advertisements are sold by company and independent sales representatives to advertising agencies representing the Company’s target customers. Typical customers include worldwide pharmaceutical companies; equipment manufacturers and distributors servicing the pharmaceutical industry; recruiters; companies servicing the travel industry and a variety of businesses targeting the Company’s consumerleading brand customers. The Company’s advertising growth strategy focuses on increasing the volume of advertising on its online publishing platform; leveraging the brand recognition of its titles and society partnerships; the development of new advertising products such as online video promotions or event sponsorship arrangements; and advertising in new and emerging technologies such as the mobile devices market (i.e. smart phoneapplications for smartphones and iPad applications)tablets).
Global Operations
The Company’s publications and services are sold throughout most of the world through operations primarily located in Europe, Canada, Australia, Asia, and the United States. All operations market their indigenous publications, as well as publications produced by other partspublishing locations of the Company. The Company also markets publications through independent agents as well as independent sales representatives in countries not served by the Company. John Wiley & Sons International Rights, Inc., a wholly owned subsidiary of the Company, sells reprint and translations rights worldwide. The Company publishes or licenses others to publish its products, which are distributed throughout the world in many languages. Approximately 50% of the Company’s consolidated fiscal year 20122015 revenue was billed in non-U.S. markets.
The global nature of the Company’s business creates an exposure to foreign currency fluctuations relative to the U.S dollar.currency. Each of the Company’s geographic locations sells products worldwide in multiple currencies. The percentage of Consolidated Revenue and deferred revenue, although billed in multiple currencies are accounted for in the local currency of the selling location. Fiscalfiscal year 2012 revenue was2015 recognized in the following currencies (on an equivalent U.S. dollar basis): were: approximately 54%55% U.S dollar; 28%29% British pound sterling; 8% euro and 10%8% other currencies.
Competition and Economic Drivers within the Publishing Industry
The sectors of the publishing and information services industry in which the Company is engaged are competitive. The principal competitive criteria for the publishing industry are considered to be the following: product quality, customer service, suitability of format and subject matter, author reputation, price, timely availability of both new titles and revisions of existing books, digital availability of published products, and timely delivery of products to customers.
The Company is in the top rank of publishers of scientific, technical, medical and scholarlyresearch journals worldwide, a leading commercial research chemistry publisher; the leading professional society journal publisher; one of the leading publishers of university and college textbooks and related materials for the “hardside” disciplines, (i.e. sciences, engineering, and mathematics), and a leading publisher in its targeted professional/tradeProfessional Development markets. The Company knows of no reliable industry statistics that would enable it to determine its share of the various international markets in which it operates.
Performance Measurements
The Company measures its performance based upon revenue, operating income, earnings per share and cash flow, excluding unusual or one-time events, and considering worldwide and regional economic and market conditions. The Company evaluates market share statistics for publishing programs in each of its businesses. STMSResearch uses various reports to monitor competitor performance and industry financial metrics. Specifically for STMSResearch journal titles, the ISI Impact Factor, published periodically by the Institute for Scientific Information, isThomson Reuters® Journal Citation Reports are used as a key metric of a journal title’s influence in scientific publishing. For Professional/Trade,Professional Development, the Company evaluates market share statistics periodically published by BOOKSCAN, a statistical clearinghouse for book industry point of sale data in the United States. The statistics include survey data from all major retail outlets, online booksellers, mass merchandisers, small chain and independent retail outlets. For Higher Education, the Company subscribes to Management Practices Inc., which publishes customized comparative sales reports.reports, and also uses industry statistics and reports produced by the Association of American Publishers.
Results of Operations
Throughout this report, references to amountsvariances “excluding foreign exchange”, “currency neutral”neutral basis” and “performance basis” exclude both foreign currency translation effects and transactional gains and losses. Foreign currency translation effects are based on the change in average exchange rates for each reporting period multiplied by the current period’s volume of activity in local currency for each non-U.S. location. For fiscal years 2015 and 2014, the average annual exchange rates to convert British pounds sterling to U.S. dollars were 1.60 in both periods; the average annual exchange rates to convert euros into U.S. dollars were 1.25 and 1.35, respectively; and the average annual exchange rates to convert Australian dollars into U.S. dollars were 0.86 and 0.93, respectively. Unless otherwise noted, all variance explanations below are on a currency neutral basis.
Revenue:
Revenue for fiscal year 20122015 increased 2%3% to $1,782.7$1,822.4 million, or 4% excluding the unfavorable impact of foreign exchange. The increase mainly reflects incremental revenue from the recent acquisitions of CrossKnowledge Group, Ltd. (“CrossKnowledge”) ($42 million) and Profiles International (“Profiles”) ($21 million), growth in Education custom products and workflow solutions ($12 million), Education Services (Deltak) ($11 million), the sale of an individually large journal backfile license ($10 million), journal subscriptions ($7 million), funded access revenue ($5 million), growth in online test preparation ($3 million) and other ($9 million), mainly the licensing of research publication content, partially offset by lower print book revenue in all three businesses ($46 million).
Cost of Sales and Gross Profit:
Cost of sales for fiscal year 2015 decreased 1% to $499.7 million, but was flat excluding the favorable impact of foreign exchange. On a currency neutral basis, growth in Scientific, Technical, MedicalCost savings from outsourcing and Scholarly (“STMS”) wasprocurement initiatives ($10 million), lower print volume ($5 million) and lower cost digital products ($5 million) were partially offset by declines in Professional/Trade (“P/T”)incremental costs from acquisitions ($8 million), higher royalty rates on society owned journals ($5 million), Education Services (Deltak) program growth ($3 million) and Global Education (“GEd”)higher journal subscription volume ($3 million).
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Gross profit margin for fiscal year 20122015 of 69.5%72.6% was 40120 basis points higher than prior year mainly due to increased sales ofcost savings from outsourcing and procurement initiatives and growth in digital products (90 basis points) and incremental revenue from higher margin digital products in P/T and STMS,acquisitions (60 basis points), partially offset by higher composition costs in GEd to support business growth. Approximately 40% of the Company’s revenue for fiscal year 2012 was generated from digital products and services, as compared to 37% in the prior year.royalty rates on society owned journals (30 basis points).
Operating and Administrative Expenses:
Operating and administrative expenses for fiscal year 2012 of $922.22015 increased 4% to $1,005.0 million, were 1% higher than prior year, or flat5% excluding the unfavorablefavorable impact of foreign exchange. LowerThe increase was mainly driven by incremental operating and administrative expenses from acquisitions ($54 million), higher technology costs related to investments in internal systems and digital platforms ($18 million) including continued development costs related to the Company’s new global Enterprise Resource Planning (“ERP”) system ($6 million), Education Services (Deltak) program growth ($16 million), other employment costs, principally merit ($3 million); the expiration of a real estate tax incentive related to the Hoboken headquarters ($3 million) and higher editorial costs in Research to support business growth ($2 million), partially offset by restructuring and other cost savings ($7 million) mainly due to accrued incentive compensation; lower distribution costs ($439 million) and lower travelaccrued incentive compensation ($12 million).
Restructuring Charges:
In fiscal year 2013, the Company initiated a program (the “Restructuring and advertising costs dueReinvestment Program”) to restructure and realign its cost containment initiativesbase with current and anticipated future market conditions. The Company is targeting a majority of the cost savings achieved to improve margins and earnings, while the remainder will be reinvested in high growth digital business opportunities.
In fiscal years 2015 and 2014, the Company recorded pre-tax restructuring charges of $28.8 million ($3 million); were offset by higher technology costs0.34 per share) and $42.7 million ($13 million);0.48 per share), respectively, related to this program. These charges are summarized in the following table (in thousands):
| Total Charges | |||||
| 2015 | 2014 | Incurred to Date | |||
| Charges by Segment: | |||||
| Research | $4,555 | $7,774 | $15,225 | ||
| Professional Development | 4,385 | 11,860 | 22,529 | ||
| Education | 1,571 | 891 | 3,580 | ||
| Shared Services | 18,293 | 22,197 | 54,644 | ||
| Total Restructuring Charges | $28,804 | $42,722 | $95,978 | ||
| Charges by Activity: | |||||
| Severance | $17,093 | $25,962 | $62,761 | ||
| Process reengineering consulting | 301 | 8,556 | 11,475 | ||
| Other activities | 11,410 | 8,204 | 21,742 | ||
| Total Restructuring Charges | $28,804 | $42,722 | $95,978 |
Other Activities mainly reflect lease and other ($1 million), mainly higher STMS editorial costscontract termination costs. The cumulative charge recorded to-date related to support business growth.
the Restructuring and Reinvestment Program of $96.0 million is expected to be fully recovered by April 30, 2016.
In fiscal year 2014, the Company terminated a petitionmulti-year software development program for reorganization relief under Chapter 11an internal operations application due to a change in the Company’s longer-term enterprise systems plans. As a result, the Company recorded an asset impairment charge for previously capitalized software costs related to the program of the U.S. Bankruptcy Code. Accordingly,$4.8 million ($0.06 per share).
Amortization of Intangibles:
Amortization of intangibles increased $6.5 million to $51.2 million in fiscal year 2011 the Company recorded a pre-tax bad debt provision of $9.3 million, or $6.0 million after tax ($0.10 per share), within the P/T reporting segment related to Borders. The provision represented the Company’s outstanding receivable with Borders, net of existing reserves2015 and recoveries. There were no additional charges or bad debt expense with respect to this customer.
Interest Expense/Income, Foreign Exchange and Other:
Interest expense for fiscal year 2012 decreased $8.32015 increased $3.2 million to $9.0$17.1 million. LowerThe increase was driven by higher interest rates and lowerhigher average debt contributed approximately $4.2 million and $4.1 million to the decrease, respectively. Losses on foreign currency transactions primarily due to intercompany loansacquisition financing. The Company’s average cost of borrowing in currencies other than U.S. dollars, were $2.3 million and $2.2 million for fiscal years 20122015 and 2011,2014 was 1.9% and 1.8%, respectively. Interest income and other forIn fiscal year 2012 increased $0.6 million to $3.02015, the Company recognized foreign exchange transaction gains of $1.7 million mainly duerelated to a favorable copyright infringement settlement received by the CompanyU.S. dollar intercompany receivables in the current year.U.K. and Germany.
Provision for Income Taxes:
The effective tax rate for fiscal year 20122015 was 21.8%21.6% compared to 25.6%17.9% in the prior year. In the fourth quarter of fiscal year 2015, the Company recognized a non-recurring tax benefit of $3.1 million related to tax deductions claimed on the write up of certain foreign tax assets to fair market value. During fiscal years 2012 and 2011,year 2014, the Company recorded non-cash deferred tax benefits of $8.8$10.6 million ($0.140.18 per share) and $4.2 million ($0.07 per share), respectively, principally associated with new tax legislation enacted in the U.K.United Kingdom (“U.K”) that reduced the U.K. statutory income tax rates by 2% and 1%, respectively.3%. The benefits recognized by the Company reflect the remeasurementmeasurement of all applicable U.K. deferred tax balances to the new income tax rates as of 21% effective April 1, 20122014 and 2011, respectively. In addition, in fiscal year 2012 due to20% effective April 1, 2015. Excluding the expirationimpact of the statute of limitations the Company also released an income tax reserve of approximately $7.5 million ($0.12 per share) originally recorded in conjunction with the purchase accounting for the Blackwell acquisition. Excluding the tax benefits described above, the Company’s effective tax rate for fiscal year 2012 was 27.8% compareddecreased from 23.3% to 27.4% in the prior year. The increase was mainly22.9% principally due to State net operating losshigher non-U.S. tax benefits of $1.9 million ($0.03 per share) recognized by the Company in the prior year,and lower U.K. income tax rates, partially offset by higherlower net tax benefits on non-U.S. earnings in the current year.reserve releases of $2.0 million.
Earnings Per Share:
Earnings per diluted share for fiscal years 2012 and 2011 were $3.47 and $2.80, respectively.year 2015 increased 10% to $2.97 per share. Excluding the effectsimpact of favorable foreign exchange ($0.08), the prior year Borders bad debt provision ($0.10), the changes in fiscal year 2012 and 2011 deferred tax benefits associated with the U.K. corporate income tax rates2015 ($0.07)0.34 per share) and the fiscal year 20122014 ($0.48 per share) restructuring charges, the prior year asset impairment charges ($0.06 per share), fiscal year 2015 ($0.05 per share) and fiscal year 2014 ($0.18 per share) non-recurring tax reserve releasebenefits and the unfavorable impact of foreign exchange ($0.12)0.11 per share), earnings per diluted share increased 11% or $0.30 per share.
| Scientific, Technical, Medical and Scholarly (STMS): | ||||
| % change | ||||
| Dollars in thousands | 2012 | 2011 | % change | w/o FX |
| Journal Subscriptions | $650,938 | $621,551 | 5% | 2% |
| Books | 179,204 | 175,611 | 2% | 1% |
| Other Publishing Income | 210,585 | 201,740 | 4% | 3% |
| Total Revenue | $1,040,727 | $998,902 | 4% | 2% |
| Gross Profit | 762,300 | 729,931 | 4% | 2% |
| Gross Profit Margin | 73.2% | 73.1% | ||
| Direct Expenses & Amortization | 310,026 | 305,134 | 2% | 0% |
| Direct Contribution to Profit | $452,274 | $424,797 | 6% | 4% |
| Direct Contribution Margin | 43.5% | 42.5% | ||
| Professional/Trade (P/T): | ||||
| % change | ||||
| Dollars in thousands | 2012 | 2011 | % change | w/o FX (a) |
| Books | $378,400 | $387,228 | -2% | -3% |
| Other Publishing Income | 55,258 | 49,860 | 11% | 11% |
| Total Revenue | $433,658 | $437,088 | -1% | -1% |
| Gross Profit | 272,188 | 269,112 | 1% | 1% |
| Gross Profit Margin | 62.8% | 61.6% | ||
| Direct Expenses & Amortization | 160,290 | 173,616 | -8% | -3% |
| Direct Contribution to Profit | $111,898 | $95,496 | 17% | 6% |
| Direct Contribution Margin | 25.8% | 21.8% | ||
| Global Education (GEd): | ||||
| % change | ||||
| Dollars in thousands | 2012 | 2011 | % change | w/o FX |
| Print Books | $208,682 | $211,611 | -1% | -3% |
| Non-Traditional & Digital Content | 87,857 | 83,789 | 5% | 5% |
| Other Publishing Income | 11,818 | 11,161 | 6% | 1% |
| Total Revenue | $308,357 | $306,561 | 1% | -1% |
| Gross Profit | 204,858 | 204,465 | 0% | -1% |
| Gross Profit Margin | 66.4% | 66.7% | ||
| Direct Expenses & Amortization | 100,614 | 103,421 | -3% | -4% |
| Direct Contribution to Profit | $104,244 | $101,044 | 3% | 2% |
| Direct Contribution Margin | 33.8% | 33.0% | ||
FISCAL YEAR 2015 SEGMENT RESULTS:
As part of Wiley’s Restructuring and Reinvestment Program, during the first quarter of fiscal year 2015, the Company consolidated certain decentralized business functions (Content Management, Vendor Procurement Services, Marketing Services, etc.) into Shared Service and Administrative functions. These newly centralized service groups are part of the Company’s plan to reduce costs through efficiencies gained from standardized technology and centralized management. The costs of these functions were previously reported as direct operating expenses in each business segment but are now reported within the shared service functions. Prior year amounts have been restated to reflect the same reporting methodology. The Company uses occupied square footage of space; number of employees; units shipped; specific identification/activity-based; gross profit; revenue and other publishing income.
each business segment
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| % change | ||||
| RESEARCH: | 2015 | 2014 | % change | w/o FX (a) |
| Revenue: | ||||
| Research Communication: | ||||
| Journal Subscriptions | $664,455 | $667,305 | 0% | 1% |
| Funded Access | 22,388 | 17,673 | 27% | 29% |
| Other Journal Revenue | 126,942 | 113,925 | 11% | 15% |
| 813,785 | 798,903 | 2% | 4% | |
| Books and References: | ||||
| Print Books | 101,872 | 114,135 | -11% | -9% |
| Digital Books | 45,550 | 47,693 | -4% | -2% |
| 147,422 | 161,828 | -9% | -7% | |
| Other Research Revenue | 79,588 | 83,618 | -5% | -2% |
| Total Revenue | $1,040,795 | $1,044,349 | 0% | 2% |
| Cost of Sales | (275,487) | (280,793) | -2% | -1% |
| Gross Profit | $765,308 | $763,556 | 0% | 2% |
| Gross Profit Margin | 73.5% | 73.1% | ||
| Direct Expenses | (249,150) | (248,175) | 0% | 2% |
| Amortization of Intangibles | (28,190) | (28,188) | 0% | 0% |
| Restructuring Charges (see Note 6) | (4,555) | (7,774) | ||
| Direct Contribution to Profit | $483,413 | $479,419 | 1% | 2% |
| Direct Contribution Margin | 46.4% | 45.9% | ||
| Shared Services and Administrative Costs: | ||||
| Distribution and Operational Services | (44,602) | (45,773) | -3% | -1% |
| Technology and Content Management | (99,696) | (101,922) | -2% | -2% |
| Occupancy and Other | (23,326) | (25,997) | -10% | -9% |
| Contribution to Profit | $315,789 | $305,727 | 3% | 5% |
| Contribution Margin | 30.3% | 29.3% | ||
(a) Adjusted to exclude the fiscal year 2015 and 2014 Restructuring Charges
Revenue:
Research revenue for fiscal year 2015 of $1,040.8 million was flat with the prior year, but increased 2% excluding the unfavorable impact of foreign exchange. The increase was driven by Journal Subscriptions, Other Journal Revenue and Funded Access, partially offset by declines in Print and Digital Books and Other Research Revenue. Journal Subscription revenue growth was driven by new subscriptions ($4 million), new titles ($2 million) and publication timing ($1 million). As of April 30, 2015, calendar year 2015 journal subscription renewals were up approximately 1% over calendar year 2014 on a constant currency basis with approximately 97% of targeted business closed. Growth in Other Journal Revenue was mainly driven by the sale of an individually large journal backfile license ($10 million) and journal content rights ($6 million). Other Journal Revenue includes service charges to contributors, sales of journal licensing rights, backfiles and individual article sales.
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Funded Access revenue, which represents article publication fees that provide for free access to author articles grew $4.7 million in fiscal year 2015 due to a higher volume of articles published by the Company. Print Books declined 9% to $101.9 million and Digital Books declined 2% to $45.6 million excluding the unfavorable impact of foreign exchange. Other Research Revenue, which includes journal reprint revenue, advertising, book licensing rights, distribution services and the sale of protocols, decreased 2% to $79.6 million mainly due to lower journal reprint revenue ($2 million).
Revenue by Region is as follows:
| % of | % change | |||
| 2015 | 2014 | Revenue | w/o FX | |
| Revenue by Region: | ||||
| Americas | $401,168 | $408,001 | 38% | -2% |
| EMEA | 581,459 | 578,099 | 56% | 3% |
| Asia-Pacific | 58,168 | 58,249 | 6% | 6% |
| Total Revenue | $1,040,795 | $1,044,349 | 100% | 2% |
Cost of Sales:
Cost of Sales for fiscal year 2015 decreased 2% to $275.5 million, or 1% excluding the favorable impact of foreign exchange. The decrease reflects cost savings from outsourcing and procurement initiatives and lower cost digital products ($10 million), partially offset by higher royalty rates on society owned journals ($5 million) and higher journal volume ($3 million).
Gross Profit:
Gross profit marginProfit Margin for fiscal year 2012 declined 302015 of 73.5% was 40 basis points to 66.4% principallyhigher than prior year mainly due to cost savings from outsourcing and procurement initiatives and growth in digital products (110 basis points), including the sale of an individually large digital journal backfile license, partially offset by higher composition costs.royalty rates on society owned journals (70 basis points).
Direct Expenses and Amortization:
Direct expenses and amortizationExpenses for fiscal year 20122015 of $249.2 million were flat with the prior year, but increased 2% excluding the favorable impact of foreign exchange. The increase was mainly driven by higher editorial costs to support business growth ($3 million) and higher employment costs ($6 million), partially offset by lower accrued incentive compensation ($3 million). Amortization of Intangibles in fiscal year 2015 of $28.2 million was flat with the prior year.
Contribution to Profit:
Contribution to Profit for fiscal year 2015 increased 3% to $315.8 million, or 5% excluding the current and prior year Restructuring Charges and the unfavorable impact of foreign exchange. Revenue growth and cost savings from outsourcing and procurement initiatives were partially offset by higher royalty rates on society owned journals and higher employment costs. Contribution Margin increased 100 basis points to 30.3% in fiscal year 2015 mainly due to cost savings from outsourcing and procurement initiatives and growth in digital products, partially offset by higher royalty rates on society owned journals.
Society Partnerships
| · | 9 new society journals were signed with combined annual revenue of approximately $5 million |
| · | 45 renewals/extensions were signed with approximately $30 million in combined annual revenue |
| · | 14 journals were not renewed with combined annual revenue of approximately $9 million |
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The Company offers an alternative digital journal subscription license model to subscribers in certain markets. Under this alternative model, the Company provides access to all journal content published within a calendar year. Under the Company’s previous licensing model, a customer subscribed to a discrete number of online journal issues and revenue was recognized as each issue was made available online. Based on the success of the program to date, the Company will expand its alternative model offering in calendar year 2016. The new time-based model will result in substantially all digital journal subscription revenue recognized on a straight-line basis over the calendar year.
Historically, journal publication timing has been skewed toward the front of a calendar year. Consequently, the Company estimates that expansion of the alternative license model will shift approximately $35 million of revenue and $0.35 of earnings per diluted share from fiscal year 2016 to fiscal year 2017. The underlying operational performance is expected to benefit from the lower administrative and contracting costs associated with the new model. The change will not impact free cash flow.
Journal Impact Index
In July 2014, the Company announced a continued increase in the number of its journal titles indexed in the Thomson Reuters® 2013 Journal Citation Reports (JCR). A total of 1,202 Wiley titles were indexed, up from 1,193 in the previous year report. 27 Wiley journals achieved the top category rank, up from 25 in the previous year. The Thomson Reuters index is an important barometer of journal influence and impact.
| % change | ||||
| PROFFESIONAL DEVELOPMENT (PD): | 2015 | 2014 | % change | w/o FX (a) |
| Revenue: | ||||
| Knowledge Services: | ||||
| Print Books | $209,484 | $231,984 | -10% | -9% |
| Digital Books | 49,822 | 53,764 | -7% | -7% |
| Online Test Preparation and Certification | 18,568 | 15,192 | 22% | 22% |
| Other | 30,370 | 29,882 | 2% | 2% |
| 308,244 | 330,822 | -7% | -6% | |
| Talent Solutions: | ||||
| Assessment | $56,762 | $33,047 | 72% | 72% |
| Online Learning and Training | 42,017 | - | - | |
| 98,779 | 33,047 | 199% | 199% | |
| Total Revenue | $407,023 | $363,869 | 12% | 13% |
| Cost of Sales | (114,014) | (111,911) | 2% | 3% |
| Gross Profit | $293,009 | $251,958 | 16% | 17% |
| Gross Profit Margin | 72.0% | 69.2% | ||
| Direct Expenses | (134,538) | (104,157) | 29% | 30% |
| Amortization of Intangibles | (13,498) | (6,965) | 94% | 94% |
| Restructuring Charges (see Note 6) | (4,385) | (11,860) | ||
| Direct Contribution to Profit | $140,588 | $128,976 | 9% | 8% |
| Direct Contribution Margin | 34.5% | 35.4% | ||
| Shared Services and Administrative Costs: | ||||
| Distribution and Operational Services | (30,838) | (37,673) | -18% | -17% |
| Technology and Content Management | (47,574) | (50,374) | -6% | -6% |
| Occupancy and Other | (24,060) | (18,762) | 28% | 29% |
| Contribution to Profit | $38,116 | $22,167 | 72% | 49% |
| Contribution Margin | 9.4% | 6.1% | ||
(a) Adjusted to exclude the fiscal year 2015 and 2014 Restructuring Charges
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Revenue:
PD revenue for fiscal year 2015 increased 12% to $407.0 million, or 13% excluding the unfavorable impact of foreign exchange. Revenue includes incremental revenue from the Talent Solutions acquisitions of CrossKnowledge ($42 million) and Profiles ($21 million). Excluding revenue from both acquisitions, revenue decreased 6% on a currency neutral basis as declines in Book sales, exceeded growth in Online Test Preparation and Certification and other Assessment revenue. The decline in Book revenue was mainly driven by slow demand for backlist titles through retail and wholesale accounts and strategically planned reductions in front list titles. Growth in Online Test Preparation and Certification reflects the addition of new products, mainly test preparation for the CFA and CMA exams, to the ELS Excel platform. Growth in Assessment revenue excluding the acquisitions was approximately $2.4 million and driven by new Inscape assessment products and other growth in Workplace Learning Solutions products. Other Knowledge Services revenue, which includes the sale of licensing rights, subscription revenue and advertising and agency revenue, increased 2% to $30.4 million due to growth in licensing revenue.
Revenue by Region is as follows:
| % of | % change | |||
| 2015 | 2014 | Revenue | w/o FX | |
| Revenue by Region: | ||||
| Americas | $283,119 | $285,376 | 70% | -1% |
| EMEA | 99,884 | 54,240 | 25% | 86% |
| Asia-Pacific | 24,020 | 24,253 | 5% | 2% |
| Total Revenue | $407,023 | $363,869 | 100% | 13% |
Cost of Sales:
Cost of Sales for fiscal year 2015 increased 2% or 3% excluding the favorable impact of foreign exchange to $114.0 million. The increase was mainly driven by costs from new acquisitions ($8 million), partially offset by lower Print Book volume ($5 million).
Gross Profit:
Gross Profit Margin increased from 69.2% to 72.0% in fiscal year 2015. The improvement was mainly driven by higher margin incremental revenue from the CrossKnowledge (150 basis points) and Profiles (140 basis points) acquisitions.
Direct Expenses and Amortization:
Direct Expenses for fiscal year 2015 increased 29% to $134.5 million, or 30% excluding the favorable impact of foreign exchange. The increase was driven by incremental operating expenses from Talent Solutions acquisitions ($40 million), content development costs for new assessment products ($1 million), merit increases ($1 million) and higher accrued incentive compensation ($1 million), partially offset by restructuring and other cost savings ($12 million). Amortization of Intangibles increased $6.5 million in fiscal year 2015 principally due to the Talent Solutions acquisitions of CrossKnowledge and Profiles.
Contribution to Profit:
Contribution to Profit increased 72% to $38.1 million in fiscal year 2015, or 49% on a currency neutral basis and excluding the current and prior year Restructuring Charges. The improvement was mainly driven by restructuring and other cost savings, partially offset by lower Book revenue and the dilutive impact of the CrossKnowledge acquisition. Contribution Margin increased from 6.1% to 9.4% in fiscal year 2015, or 120 basis points on a currency neutral basis and excluding the Restructuring Charges. The increase was mainly driven by restructuring and other cost savings, partially offset by the dilutive impact of the CrossKnowledge acquisition.
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Acquisitions
| · | On April 1, 2014, the Company acquired Profiles International (“Profiles”) for approximately $48 million in cash, net of cash acquired. Profiles provides pre-employment assessment and selection tools that enable employers to optimize candidate selections and develop the full potential of their employees. Solutions include pre-hire assessments, including those designed to measure and match personality, knowledge, skills, managerial fit, loyalty, and values; and post-hire assessments, focused on measuring sales and managerial effectiveness, employee performance and career potential. Profiles serves approximately 4,000 corporate clients and millions of end users in over 120 countries, with assessments available in 32 languages. Profiles revenue and operating income for fiscal year 2015 was $23.3 million and $1.0 million, respectively. |
| · | On May 1, 2014, the Company acquired CrossKnowledge Group Limited (“CrossKnowledge”) for approximately $166 million in cash, net of cash acquired. CrossKnowledge is a learning solutions provider focused on leadership and managerial skills development that offers subscription-based, digital learning solutions for global corporations, universities, and small and medium-sized enterprises. CrossKnowledge’s solutions include a variety of managerial and leadership topics such as leadership, diversity, value creation, client orientation, change and corporate strategy that are delivered on a cloud-based LMS platform with over 19,000 learning objects in 17 languages. CrossKnowledge serves over five million end-users in 80 countries. For the fiscal year ended April 30, 2015, CrossKnowledge’s revenue and operating loss included in Wiley’s results was $42.0 million and $5.1 million, respectively, including $4.6 million of acquisition amortization. |
Collaborations and Alliances
| · | CrossKnowledge announced an agreement with Gavisus, a Scandinavian-based digital learning and talent development company. CrossKnowledge will provide Gavisus with the technology to plan, design and deliver online leadership training to clients in Norway, Sweden and Denmark. |
| · | Wiley announced a strategic collaboration with SilverCloud Health, a global provider of online behavioral and wellness solutions. The partnership, which will provide a comprehensive range of therapeutic programs across behavioral health and long-term chronic disease management, brings together Wiley’s evidence-based psychological and wellness content and SilverCloud Health’s award-winning cloud-based technology platform. The first set of programs, released in 2015, will address Generalized Anxiety Disorder and Diabetes, conditions that affect more than 40 million people in the United States on a daily basis alone. |
| · | Wiley has partnered with Chinese Cultural University to distribute the CPAexcel test preparation platform in China. |
| · | The Institute of Management Accountants announced a partnership agreement in India with Wiley to offer Wiley’s Certified Management Accountant Exam (CMA) Learning System as part of a full offering that includes live training from Miles Professional Education, a major professional certification course provider in India. |
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| % change | ||||
| EDUCATION: | 2015 | 2014 | % change | w/o FX (a) |
| Revenue: | ||||
| Books: | ||||
| Print Textbooks | $144,416 | $163,152 | -11% | -9% |
| Digital Books | 34,036 | 30,137 | 13% | 15% |
| 178,452 | 193,289 | -8% | -6% | |
| Custom Products | 50,622 | 43,556 | 16% | 16% |
| Course Workflow Solutions (WileyPLUS) | 54,223 | 49,459 | 10% | 11% |
| Education Services (Deltak) | 81,595 | 70,179 | 16% | 16% |
| Other Education Revenue | 9,730 | 10,494 | -7% | -7% |
| Total Revenue | $374,622 | $366,977 | 2% | 3% |
| Cost of Sales | (110,182) | (114,174) | -3% | -2% |
| Gross Profit | $264,440 | $252,803 | 5% | 6% |
| Gross Profit Margin | 70.6% | 68.9% | ||
| Direct Expenses | (127,472) | (120,407) | 6% | 7% |
| Amortization of Intangibles | (9,527) | (9,527) | 0% | 0% |
| Restructuring Charges (see Note 6) | (1,571) | (891) | ||
| Direct Contribution to Profit | $125,870 | $121,978 | 3% | 4% |
| Direct Contribution Margin | 33.6% | 33.2% | ||
| Shared Services and Administrative Costs: | ||||
| Distribution and Operational Services | (12,863) | (15,685) | -18% | -16% |
| Technology and Content Management | (52,954) | (46,787) | 13% | 14% |
| Occupancy and Other | (13,878) | (11,719) | 18% | 19% |
| Contribution to Profit | $46,175 | $47,787 | -3% | 1% |
| Contribution Margin | 12.3% | 13.0% | ||
| (a) | Adjusted to exclude the fiscal year 2015 and 2014 Restructuring Charges |
Revenue:
Education revenue for fiscal year 2015 increased 2% to $374.6 million, or 3% excluding the unfavorable impact of foreign exchange. The growth was mainly driven by Education Services (Deltak), Custom Products, Course Workflow Solutions (WileyPLUS) and Digital Books, partially offset by a decline in Print Textbooks. WileyPLUS revenue, which is earned ratably over the school semester, grew 10% in fiscal year 2015. Unearned deferred WileyPLUS revenue as of April 30, 2015 was $3.8 million. The decline in Print Textbooks reflects student’s preference for Digital Books and Custom Products, a decline in for-profit enrollments and impact from rental book programs.
Education Services (Deltak) accounted for 22% of total Education revenue in fiscal year 2015 compared to 19% in the prior year. During the fiscal year, Wiley added 27 net programs and signed the University of Birmingham (UK), Manhattan College (US), University College Cork (Ireland), University of Delaware (US), and the largest partnership to-date, a university-wide agreement with one of America’s most prestigious institutions. As of April 30, 2015, Deltak had 38 partners and 200 degree programs under contract.
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Revenue by Region is as follows:
| % of | % change | |||
| 2015 | 2014 | Revenue | w/o FX | |
| Revenue by Region: | ||||
| Americas | $300,174 | $288,329 | 80% | 5% |
| EMEA | 19,265 | 19,334 | 5% | 0% |
| Asia-Pacific | 55,183 | 59,314 | 15% | -2% |
| Total Revenue | $374,622 | $366,977 | 100% | 3% |
Cost of Sales
Cost of Sales for fiscal year 2015 decreased 3% to $100.6$110.2 million, or 4%2% excluding the unfavorablefavorable impact of foreign exchange. The decrease was mainly driven by lower employmentcomposition costs from lower cost digital products ($3 million), lower royalty costs due to product mix ($2 million) and lower inventory obsolescence provisions ($1 million), partially offset by higher student recruitment costs in Education Services (Deltak) due to growth in new partners and programs ($3 million).
Gross Profit:
Gross Profit Margin for fiscal year 2015 improved 170 basis points to 70.6% principally due to lower composition costs from lower cost digital products (70 basis points), lower royalty costs due to product mix (60 basis points) and lower inventory obsolescence provisions (40 basis points).
Direct Expenses and Amortization:
Direct Expenses increased 6% to $127.5 million, or 7% excluding the favorable impact of foreign exchange. The increase was mainly driven by costs associated with growth in Education Services (Deltak) partner programs ($12 million), partially offset by restructuring and other cost savings ($2 million), lower accrued incentive compensation ($1 million) and lower editorial costs due to a reduced title count ($1 million). Amortization of Intangibles was $9.5 million in fiscal years 2015 and 2014.
Contribution to Profit:
Contribution to Profit for fiscal year 2015 decreased 3% to $46.2 million, but increased 1% on a currency neutral basis and excluding the current and prior year Restructuring Charges. The increase was mainly due to digital revenue growth and cost savings initiatives, partially offset by continued investment in Education Services (Deltak) programs. Contribution Margin decreased 70 basis points to 12.3% in fiscal year 2015, or 40 basis points on a currency neutral basis and excluding the Restructuring Charges. The decline was mainly driven by continued investment in Education Services (Deltak) program development, partially offset by higher gross profit margins and restructuring and other cost savings.
SHARED SERVICES AND ADMINISTRATIVE COSTS:
The following table reflects total shared services and administrative costs by function, which are included in the Operating and Administrative Expenses line item in the Consolidated Statements of Income. A portion of these costs are allocated to each segment above based on allocation methodologies described in Note 20.
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| % Change | ||||
| Dollars in thousands | 2015 | 2014 | % Change | w/o FX (a) |
| Distribution and Operation Services | $88,224 | $99,433 | -11% | -10% |
| Technology and Content Management | 246,292 | 241,329 | 2% | 2% |
| Finance | 52,988 | 54,468 | -3% | -1% |
| Other Administration | 106,335 | 101,487 | 5% | 6% |
| Restructuring Charges (see Note 6) | 18,293 | 22,197 | -18% | - |
| Impairment Charges (see Note 7) | - | 4,786 | - | - |
| Total | $512,132 | $523,700 | -2% | 0% |
(a) Adjusted to exclude the fiscal year 2015 and 2014 Restructuring and fiscal year 2014 Impairment Charges
Shared Services and Administrative Costs for fiscal year 2015 decreased 2% to $512.1 million, but was flat on a currency neutral basis and excluding the current and prior year Restructuring Charges and prior year Asset Impairment Charges.
Distribution and Operation Services costs decreased mainly due to the outsourcing of certain warehousing ($8 million), lower print volume ($1 million) and lower accrued incentive compensation ($1 million). Technology and Content Management costs increased mainly due to investments in digital platforms and internal systems ($20 million), including approximately $6 million for the continued investment in the Company’s Enterprise Resource Planning System, incremental costs from Talent Solutions acquisitions ($7 million) and investments in new Education Services (Deltak) partners and programs ($2 million), partially offset by Content Management restructuring and other cost savings ($18 million) and lower accrued incentive compensation ($4 million). Finance costs decreased mainly due to lower employment costs ($4 million), partially offset by incremental costs from acquisitions ($3 million). Other Administration costs increased mainly due to incremental costs from the CrossKnowledge acquisition ($5 million) and the expiration of a real estate tax incentive related to the Company’s Hoboken headquarters ($3 million), partially offset by other ($2 million), mainly lower accrued incentive compensation.
LIQUIDITY AND CAPITAL RESOURCES:
The Company’s Cash and Cash Equivalents balance was $457.4 million at the end of fiscal year 2015, compared with $486.4 million a year earlier. Cash Provided by Operating Activities in fiscal year 2015 increased $6.9 million to $355.1 million principally due to lower income tax payments ($18 million), lower income tax deposits paid to German tax authorities ($7 million), lower employee retirement plan contributions ($6 million) and lower royalty advance payments ($5 million), partially offset by higher sales and marketing costs ($1 million).
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Composition spending was $39.4 million in fiscal year 2015 compared to $40.6 million in the prior year. The decrease reflects lower spending in Education and Research due to cost reduction efficiencies and lower planned title volume. Cash used for technology, property and equipment increased $12.9was $69.1 million in fiscal year 2012 versus2015 compared to $57.6 million in the prior yearyear. The increase mainly reflecting increased investmentsreflects Deltak curriculum development costs due to growth in technology to support new productspartners and business growthprograms ($5 million), incremental capital spending for CrossKnowledge ($4 million), and leasehold improvementscapital spending on new facilities. leased facilities ($2 million).
Cash used in financing activitiesUsed for Financing Activities was $104.7$61.0 million in fiscal year 2012,2015 as compared to $230.0$53.5 million in fiscal year 2011.the prior year. The Company’s net debt (debt less cash and cash equivalents) decreased $37.2increased $78.9 million from the prior fiscal year end.principally to fund the CrossKnowledge acquisition ($166 million). During fiscal year 2012,2015, net debt borrowings were $20.8$47.7 million compared to net payments of $194.8$27.1 million in the prior year period. In fiscal 2012, cash was used primarily to fund the Inscape acquisition, repurchase treasury shares and pay dividends to shareholders, partially offset by proceeds on stock option exercises. In fiscal year 2012, the Company repurchased 1,864,700 shares at an average price of $46.69 compared to 577,405 shares at an average price of $48.42 in the prior year. The Company increased its quarterly dividend to shareholders by 25% to $0.20 per share in fiscal year 2012 from $0.16 per sharetotal notional amount of the interest rate swap agreements associated with the Company’s revolving credit facilities was $300 million as of April 30, 2015.
To take advantage of more favorable interest rates available in the prior year. Proceeds from stock option exercises decreased $12.5 million to $15.3 million in fiscal 2012.
On October 31, 2014, the Company entered into a U.S. dollar facility with TD Bank, N.A. which is equally ranked with the Company’s existing agreement with Bank of America - Merrill Lynch and The Company also has the option to requestRoyal Bank of Scotland plc, and Santander Bank. The new agreement consists of a credit limit increase of up to $250 million in minimum increments of $50 million subject364-day revolving credit facility. The facility was fully drawn as of April 30, 2015. The borrowing rate is LIBOR plus an applicable margin ranging from 0.80% to 1.40%, and a facility fee will be due on any undrawn amounts ranging from 0.125% to 0.30%, both depending on the approval of the lenders.Company consolidated leverage ratio, as defined. The amended credit agreement contains certain restrictive covenants related to the Company’s consolidated leverage ratio and interest coverage ratio. Due to the fact that there are no principal payments due until the end of the amended agreement in fiscal year 2017,ratio, which the Company has classified its entire debt obligation as long-termwas in compliance with as of April 30, 2012. See Note 12 for further discussion2015. The proceeds of the debt arrangement.new revolving credit facility were used to pay a portion of the Company’s existing revolving credit facility and meet seasonal operating cash requirements.
The Company’s operating cash flow is affected by the seasonality and timing of receipts from its STMSResearch journal subscriptions and its Global Education business. Cash receipts for calendar year STMSResearch subscription journals occur primarily from NovemberDecember through March.April. Reference is made to the Customer Credit Risk section, which follows, for a description of the impact on the Company as it relates to independent journal agents’ financial position and liquidity. Sales primarily in the U.S. higher education market tend to be concentrated in June through August, and again in November through January. Due to this seasonality, the Company normally requires increased funds for working capital from May through September.October.
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Cash and Cash Equivalents held outside the U.S. were approximately $253.7$411.6 million as of April 30, 2012.2015. The balances in equivalent U.S. dollars were comprised primarily of Euros, Pound Sterling,pound sterling ($256 million), euros ($73 million), Australian dollars ($45 million), Singapore dollars ($34 million) and Australian dollars.other ($4 million). Maintenance of these non-U.S. dollar cash and cash equivalent balances outside the U.S. does not have a material impact on the liquidity or capital resources of the Company.Company’s global, including U.S., operations. Cash and cash equivalent balances outside the U.S. may be subject to U.S. taxation, if repatriated. The Company intends to reinvest cash outside the U.S. except in instances where repatriating such earnings would result in no additional income tax. Accordingly, the Company has not accrued for U.S. income tax on the repatriation of non-U.S. earnings. It is not practical to determine the U.S. income tax liability that would be payable if such cash and cash equivalents were not indefinitely reinvested.
As of April 30, 2012,2015, the Company had approximately $475.0$750.1 million of debt outstanding and approximately $235$302.9 million of unused borrowing capacity under theits Revolving Credit Facility which is described in Note 12 and matures on November 2, 2016. We believeother facilities. The Company believes that ourits operating cash flow, together with ourits revolving credit facilities and other available debt financing, will be adequate to meet ourits operating, investing and financing needs in the foreseeable future, although there can be no assurance that continued or increased volatility in the global capital and credit markets will not impair ourits ability to access these markets on terms commercially acceptable to us or at all.acceptable. The Company does not have any off-balance-sheet debt.
The Company’s working capital can be negative due to the seasonality of its businesses. The primary driver of the negative working capital is unearned deferred revenue related to subscriptions for which cash has been collected in advance. Cash received in advance for subscriptions is used by the Company for a number of purposes including acquisitions; debt repayments; funding operations; dividendsdividend payments; and purchasing treasury shares. The deferred revenue will be recognized inas income aswhen the products are shipped or made available online to the customers over the term of the subscription. Current liabilities as of April 30, 20122015 include $342.0$372.1 million of such deferred subscription revenue for which cash was collected in advance.
Projected capital spending for Technology, Property and Equipment and Composition for fiscal year 20132016 is forecast to be approximately $85$110 million and $55$38 million, respectively, primarilyrespectively. Fiscal year 2016 Technology, Property and Equipment spending includes approximately $35 million related to create new enterprise resource systems to enable future operating efficiency gains and enhance existing digital productsspending to transform the Company's Hoboken headquarters to enable consolidation and system functionality that will drive future business growth.productivity gains. Projected spending for author advances, which is classified as an operating activity, for fiscal year 20132016 is forecast to be approximately $110$100 million.
FISCAL YEAR 2014 SUMMARY RESULTS
Revenue:
Revenue for fiscal year 2014 increased 1% to $1,775.2 million. The growth mainly reflects incremental revenue from the acquisitions of Deltak ($31 million), ELS ($4 million) and Profiles ($2 million); growth in journal subscriptions ($23 million); and growth in digital books ($20 million) and other digital products, partially offset by a reduction in revenue due to the divestment of the consumer publishing programs in fiscal year 2013 ($46 million) and declines in print book revenue in each of the three businesses ($50 million). Deltak and ELS were acquired by the Company in October and November 2012, respectively, while Profiles was acquired in April 2014.
Cost of Sales and Gross Profit:
Cost of Sales for fiscal year 2014 decreased 5% to $506.9 million. The decrease reflects a reduction in costs due to the divestment of the consumer publishing programs ($30 million), restructuring and other cost savings ($5 million) and other, mainly lower cost digital products ($7 million), partially offset by higher royalty rates on society owned journals ($10 million) and incremental operating costs from acquisitions ($9 million).
Operating and Administrative Expenses:
Operating and administrative expenses for fiscal year 2011 of $910.8 million were2014 increased 4% higher than prior year, or 5% excluding the favorable impact of foreign exchange.to $969.5 million. The increase was primarilymainly driven by incremental operating and administrative expenses from acquisitions ($29 million); higher employment costs ($32 million) including accrued incentive compensation; higher technology costs ($15 million) reflecting ongoing investments in digital products and infrastructure, such as WileyPLUS, eBooks, customer data/relationship management initiatives, and Wiley Online Library; higher employment costs ($8 million) due to merit increases and retirement benefits; higher journal editorial costs ($726 million); and higher warehouse rent and facility costs ($6 million) and traveloperating expenses ($3 million) to support business expansion,growth in Deltak ($6 million); and other, mainly lower property tax incentives ($4 million), partially offset by lower journal distribution costs duerestructuring and other cost savings ($46 million) and a reduction related to off-shoringthe divestment of the consumer publishing programs ($15 million).
Restructuring Charges:
In fiscal years 2014 and outsourcing2013, the Company recorded pre-tax restructuring charges of $42.7 million, or $28.3 million after tax ($3 million).0.48 per share) and $29.3 million, or $19.8 million after tax ($0.33 per share), respectively, which are described in more detail below:
Restructuring and Reinvestment Program
In fiscal year 2011,2013, the Company recordedinitiated a $9.3program (the “Restructuring and Reinvestment Program”) to restructure and realign its cost base with current and anticipated future market conditions. A portion of the costs savings will improve margin and earnings while the remainder will be reinvested in high growth digital business opportunities. The restructuring programs generated approximately $46 million bad debt provision ($0.10 per share) withinin cost savings during fiscal year 2014, a portion of which was reinvested into higher growth digital opportunities as planned.
The following table summarizes the Professional/Trade reporting segmentpre-tax restructuring charges related to this program (in thousands):
| Total Charges | |||||
| 2014 | 2013 | Incurred to Date | |||
| Charges by Segment: | |||||
| Research | $7,774 | $2,896 | $10,670 | ||
| Professional Development | 11,860 | 6,284 | 18,144 | ||
| Education | 891 | 1,118 | 2,009 | ||
| Shared Services | 22,197 | 14,154 | 36,351 | ||
| Total Restructuring Charges | $42,722 | $24,452 | $67,174 | ||
| Charges by Activity: | |||||
| Severance | $25,962 | $19,706 | $45,668 | ||
| Process reengineering consulting | 8,556 | 2,618 | 11,174 | ||
| Other activities | 8,204 | 2,128 | 10,332 | ||
| Total Restructuring Charges | $42,722 | $24,452 | $67,174 |
The fiscal year 2014 Restructuring Charges for Research and Professional Development are net of credits of approximately $1.0 million and $1.2 million, respectively, related to the Company’s customer, Borders Group, Inc. (“Borders”).reversal of severance provisions previously recorded by the Company. The provision representedcredits reflect employees who have accepted different positions within the Company’s outstanding receivable with Borders, net of existing reserves and expected recoveries. Borders was projected to accountCompany, or who voluntarily resigned. Other Activities for 5% of fiscal year 2011 P/T sales. There were no additional charges or bad debt expense with respect to this customer.
Other Restructuring Programs
As part of the Company’s ongoing transition and transformation to digital products and services, certain activities were identified in the first quarter of fiscal year 2013 that were discontinued, outsourced, or relocated to lower cost regions. As a result, the Company recorded a pre-tax restructuring charge of approximately $4.8 million, or $3.5 million after tax ($0.06 per share), in fiscal year 2013 for redundancy and separation benefits. Approximately $3.0 million, $1.3 million and $0.2 million of the restructuring charge was recorded within the Research, PD and Education reporting segments, respectively, with the remainder recognized in Shared Service costs. The charge was fully recovered as of April 30, 2014.
Impairment Charges:
In fiscal years 2014 and 2013, the Company recorded pre-tax impairment charges of $4.8 million, or $3.4 million after tax ($0.06 per share) and $30.7 million, or $21.0 million after tax ($0.35 per share), respectively, which are described in more detail below:
Fiscal Year 2014
Technology Investments
In fiscal year 2014, the Company terminated a multi-year software development program for an internal operations application due to a change in the Company’s longer-term enterprise systems plans. As a result, the Company recorded an asset impairment charge for previously capitalized software costs related to the program of $4.8 million, or $3.4 million after tax ($0.06 per share).
Fiscal Year 2013
Consumer Publishing Programs
The Company began accounting for its culinary, CliffsNotes, and Webster’s New World Dictionary consumer publishing programs as Assets Held for Sale in the second quarter of fiscal year 2013. Accordingly, the Company recorded a pre-tax impairment charge of $12.1 million, or $7.5 million after tax ($0.12 per share), in the second quarter of fiscal year 2013 to reduce the carrying value of the assets within these programs to approximately $9.9 million, which represented their fair value based on the estimated sales price, less costs to sell. On November 5, 2012, the Company completed a sale to Houghton Mifflin Harcourt for $11.0 million in cash, which approximated the carrying value of related assets sold. In addition, in the second quarter of fiscal year 2013, the Company recorded a pre-tax impairment charge of $3.4 million, or $2.1 million after tax ($0.04 per share) to reduce the carrying value of inventory and royalty advances within its other consumer publishing programs to their estimated realizable value.
Controlled Circulation Publishing Assets
In fiscal year 2013, the Company identified certain controlled circulation publishing programs that no longer aligned with the Company’s long-term strategy, shifting key resources from these programs to other publishing programs within the Research segment. As a result, the Company performed an impairment test on the intangible assets related to these controlled circulation publishing programs in fiscal year 2013, which resulted in a $9.9 million pre-tax impairment charge, or $8.2 million after tax ($0.14 per share). The intangible assets principally consisted of acquired publication rights. The impairment charge resulted in a full write-off of the carrying value of these intangible assets based on their estimated fair values as determined by the Company utilizing a discounted cash flow analysis.
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In fiscal year 2011 increased 2% to $248.12013, the Company identified certain technology investments which no longer fit the Company’s technology strategy. As a result, the Company recorded an asset impairment charge of $5.3 million, or 8% on a currency neutral basis. Excluding$3.2 million after-tax ($0.05 per share), to write-off the impactfull carrying value of the Borders bad debt provisionrelated assets.
Amortization of Intangibles:
Amortization of intangibles increased $2.7 million to $44.7 million in fiscal year 2014 mainly driven by incremental amortization related to the fiscal year 2013 acquisition of Deltak.
Gain (Net of Losses) on Sale of Consumer Publishing Programs:
Sale of Travel Publishing Program:
On August 31, 2012, the Company sold its travel publishing program, including all of its interests in the Frommer’s, Unofficial Guides, and WhatsonWhen brands to Google, Inc. (“Google”) for $22 million in cash, of which $3.3 million was held in escrow. The escrow was released to the Company in fiscal year 2014. As a result, the Company recorded a $9.8 million pre-tax gain on the sale, or $6.2 million after tax ($9.3 million)0.10 per share), fiscal year 2013. In connection with the sale, the Company also entered into a transition services agreement which ended on December 31, 2013. Fees earned by the Company in fiscal year 2013 in connection with the service agreement were $0.5 million.
Sale of Culinary, CliffsNotes and Webster’s New World Publishing Programs:
On November 5, 2012, the priorCompany completed the sale of the Company’s culinary, CliffsNotes, and Webster’s New World Dictionary consumer publishing programs to Houghton Mifflin Harcourt (“HMH”) for $11.0 million in cash, which approximated the carrying value of related assets sold, of which $1.1 million was held in escrow. The escrow was released to the Company in May 2014. In connection with the sale, the Company also entered into a transition services agreement which ended on March 5, 2013. Fees earned by the Company in fiscal year impairment2013 in connection with the service agreement were approximately $1.5 million.
Sale of Other Consumer Publishing Programs:
In the fourth quarter of fiscal year 2013, the Company completed the sale of its other consumer publishing programs to various buyers for approximately $1 million in cash and restructuring chargesa limited future royalty interest. The Company recorded a $3.8 million pre-tax loss on the sales, or $3.6 million after tax ($15.1 million), operating income increased 6% on a currency neutral basis. Higher revenue and higher gross profit margins were partially offset by higher operating and administrative expenses to support business growth.0.06 per share) in fiscal year 2013.
Interest Expense/Income, Foreign Exchange and Other:
Interest expense for fiscal year 2011 decreased $15.02014 increased $0.8 million to $17.3$13.9 million. Lower interest rates and lowerThe increase was driven by higher average debt contributed approximately $10.0 million and $5.0 millionmainly due to the decrease, respectively. Losses on foreign currency transactions foracquisition financing ($2 million), partially offset by lower interest rates. The Company’s average cost of borrowing in fiscal years 20112014 and 2010 were $2.2 million2013 was 1.8% and $10.9 million,2.0%, respectively. The foreign currency transaction loss inIn fiscal year 2010 was principally due to2013, the revaluationCompany recognized foreign exchange transaction losses of U.S. dollar cash balances held by the Company’s non-U.S. locations into the local currency of those operations. Interest income and other increased $1.6$2.0 million from the prior year, reflecting interest earnedmainly on higher average cash balances.intercompany debt.
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Provision for Income Taxes:
The effective tax rate for fiscal year 20112014 was 25.6%17.9% compared to 28.3%22.8% in the prior year. During the first quarters of fiscal year 2011,years 2014 and 2013, the Company recorded a $4.2 million ($0.07 per share) non-cash deferred tax benefitbenefits of $10.6 million ($0.18 per share) and $8.4 million ($0.14 per share), respectively, principally associated with new tax legislation enacted in the United Kingdom (“U.K.”) that reduced the U.K. statutory income tax rate from 28% to 27%.rates by 3% and 2%, respectively. The new tax rate was effective as of April 1, 2011. The benefitbenefits recognized by the Company reflectedreflect the restatementremeasurement of all applicable U.K. deferred tax balances to the new income tax rate.rates of 21% effective April 1, 2014 and 20% effective April 1, 2015. In fiscal year 2011,2013, the Company also recognized state net operating lossrecorded a tax charge of $2.1 million ($0.04 per share) due to changes in the Company’s ability to take certain deductions in the U.S. Excluding the impact of the tax benefits of approximately $1.9 million ($0.03 per share). Theand charges described above, the Company’s effective tax rate for fiscal year 2011 excludingdecreased from 26.2% to 23.3% principally due to a higher proportion of income from lower tax jurisdictions; lower U.K. income tax rates and a $2.5 million tax reserve release in the tax benefits described above was 28.3%.current year.
Earnings Per Share:
Earnings per diluted share for fiscal years 2011 and 2010 were $2.80 and $2.41, respectively. Excludingyear 2014 increased 13% to $2.70 per share due to the effectsfavorable impact of unfavorable foreign exchange transaction and translation losses ($0.070.02 per share), the current year Borders bad debt provision; lower impairment charges ($0.100.29 per share), the prior year impairment and restructuring charges ($0.17 per share) and the fiscal year 2011; higher deferred tax benefit associated withbenefits related to the changechanges in the U.K. corporate income tax rates ($0.070.04 per share); and the prior year tax charge ($0.04 per share), earningspartially offset by higher restructuring charges ($0.15 per diluted share increased 12%share) and the prior year gain (net of losses) on sale of the consumer publishing programs ($0.04 per share). In addition, higher shares outstanding.margin digital revenue, restructuring savings and lower tax rates were partially offset by higher accrued incentive compensation and technology costs.
FISCAL YEAR 2014 SEGMENT RESULTS:
As part of Wiley’s Restructuring and Reinvestment Program, during the first quarter of fiscal year 2015, the Company consolidated certain decentralized business functions (Content Management, Vendor Procurement Services, Marketing Services, etc.) into Shared Service and Administrative functions. These newly centralized service groups are part of the Company’s plan to reduce costs through efficiencies gained from standardized technology and centralized management. The dilutive effectcosts of higher shares outstandingthese functions were previously reported as direct operating expenses in each business segment but are now reported within the shared service functions. The amounts for fiscal years 2014 and 2013 have been restated to reflect the same reporting methodology used in fiscal year 2011 was approximately $0.08 per share as compared2015. The Company uses occupied square footage of space; number of employees; units shipped; specific identification/activity-based; gross profit; revenue and number of invoices to the prior year.allocate shared service costs to each business segment.
| % change | ||||
| RESEARCH: | 2014 | 2013 | % change | w/o FX (a) |
| Revenue: | ||||
| Research Communication: | ||||
| Journal Subscriptions | $667,305 | $641,563 | 4% | 4% |
| Funded Access | 17,673 | 6,221 | 184% | 180% |
| Other Journal Revenue | 113,925 | 112,041 | 2% | 2% |
| 798,903 | 759,825 | 5% | 5% | |
| Books and References: | ||||
| Print Books | 114,135 | 127,894 | -11% | -11% |
| Digital Books | 47,693 | 36,856 | 29% | 27% |
| 161,828 | 164,750 | -2% | -2% | |
| Other Research Revenue | 83,618 | 85,250 | -2% | -3% |
| Total Revenue | $1,044,349 | $1,009,825 | 3% | 3% |
| Cost of Sales | (280,793) | (271,402) | 3% | 3% |
| Gross Profit | $763,556 | $738,423 | 3% | 3% |
| Gross Profit Margin | 73.1% | 73.1% | ||
| Direct Expenses | (248,175) | (243,675) | 2% | 2% |
| Amortization of Intangibles | (28,188) | (26,916) | 5% | 6% |
| Restructuring Charges (see Note 6) | (7,774) | (5,911) | ||
| Impairment Charges (see Note 7) | - | (9,917) | ||
| Direct Contribution to Profit | $479,419 | $452,004 | 6% | 3% |
| Direct Contribution Margin | 45.9% | 44.8% | ||
| Shared Services and Administrative Costs: | ||||
| Distribution and Operational Services | (45,773) | (45,699) | 0% | 0% |
| Technology and Content Management | (101,922) | (92,794) | 10% | 11% |
| Occupancy and Other | (25,997) | (25,666) | 1% | 2% |
| Contribution to Profit | $305,727 | $287,845 | 6% | 1% |
| Contribution Margin | 29.3% | 28.5% | ||
| Scientific, Technical, Medical and Scholarly (STMS): | ||||
| % change | ||||
| Dollars in thousands | 2011 | 2010 | % change | w/o FX (a) |
| Journal Subscriptions | $621,551 | $621,257 | 0% | 4% |
| Books | 175,611 | 163,349 | 8% | 8% |
| Other Publishing Income | 201,740 | 202,077 | 0% | 1% |
| Total Revenue | $998,902 | $986,683 | 1% | 4% |
| Gross Profit | 729,931 | 716,470 | 2% | 5% |
| Gross Profit Margin | 73.1% | 72.6% | ||
| Direct Expenses & Amortization | 305,134 | 311,229 | -2% | 5% |
| Direct Contribution to Profit | $424,797 | $405,241 | 5% | 5% |
| Direct Contribution Margin | 42.5% | 41.1% | ||
Revenue:
The decline in Print Books ($14 million) was partially offset by growth in Digital Books ($10 million) reflecting customers’ preference for digital books. Funded Access revenue, which represents article publication fees from authors that provide immediate free access to the author’s article on the Company’s website, grew $11.5 million in fiscal year 2014.
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Revenue by Region is as follows:
| % of | % change | |||
| 2014 | 2013 | Revenue | w/o FX | |
| Revenue by Region: | ||||
| Americas | $408,001 | $388,217 | 39% | 5% |
| EMEA | 578,099 | 557,280 | 55% | 2% |
| Asia-Pacific | 58,249 | 64,328 | 6% | -2% |
| Total Revenue | $1,044,349 | $1,009,825 | 100% | 3% |
Cost of Sales:
Cost of Sales for fiscal year 2014 increased 3% to $280.8 million mainly driven by higher royalties on new society business ($310 million) and higher Journal Subscription volume ($7 million), partially offset by lower cost digital products ($6 million) and cost savings initiatives ($4 million).
Gross Profit:
Gross profit marginProfit Margin for fiscal year 20112014 of 73.1% was 0.5% higher thanflat with the prior year. The improvement was mainly drivenyear as higher margin digital revenue and cost savings initiatives were offset by lower journal production costs due to off-shoring and outsourcing.
higher royalty rates on new society journals (100 basis points).
Direct Expenses and Amortization:
Direct expenses and amortizationExpenses for fiscal year 2011 decreased2014 increased 2% to $305.1$248.2 million. On a currency neutral basisThe increase was driven by higher accrued incentive compensation ($5 million); and excluding the $15.1other employment costs ($4 million); higher editorial costs due to new society business ($2 million); partially offset by restructuring and other cost savings ($7 million). Functionally, Direct Expenses for fiscal year 2014 included editorial/composition (67%); marketing/sales (29%); and administrative and other (4%) costs, while fiscal year 2013 included editorial/composition (67%); marketing/sales (31%); and administrative and other (2%) costs.
Amortization of Intangibles increased $1.3 million asset impairment and restructuring charges recordedto $28.2 million in fiscal year 2010, direct expenses and amortization increased 5%. The increase primarily reflects higher journal editorial costs2014 mainly due to support business growth ($9 million) and higher employment costs ($2 million).the acquisition of publication rights for new society journals.
Society Partnerships
| · |
| · |
| · |
In July 2013, Wiley announced a continued increase in the proportion of its journal titles indexed in the Thomson Reuters® 2012 Journal Citation Reports (JCR), with 1,192 (approximately 77%) titles now indexed, up from 1,156 in the 2011 JCR. Wiley titles now account for the largest share of indexed journals in 50 categories. In addition, one-in-five Wiley journals is now ranked in the top 10 of their respective categories. The Thomson Reuters index is an important barometer of journal quality.
| Professional/Trade (P/T): | ||||
| % change | ||||
| Dollars in thousands | 2011 | 2010 | % change | w/o FX (a) |
| Books | $387,228 | $379,934 | 2% | 2% |
| Other Publishing Income | 49,860 | 50,054 | 0% | 0% |
| Total Revenue | $437,088 | $429,988 | 2% | 1% |
| Gross Profit | 269,112 | 263,552 | 2% | 2% |
| Gross Profit Margin | 61.6% | 61.3% | ||
| Direct Expenses & Amortization | 173,616 | 163,356 | 6% | 1% |
| Direct Contribution to Profit | $95,496 | $100,196 | -5% | 5% |
| Direct Contribution Margin | 21.8% | 23.3% | ||
| Global Education (GEd): | ||||
| % change | ||||
| Dollars in thousands | 2011 | 2010 | % change | w/o FX |
| Print Books | $211,611 | $205,326 | 3% | 1% |
| Non-Traditional & Digital Content | 83,789 | 66,574 | 26% | 26% |
| Other Publishing Income | 11,161 | 10,491 | 6% | 3% |
| Total Revenue | $306,561 | $282,391 | 9% | 7% |
| Gross Profit | 204,465 | 185,039 | 11% | 9% |
| Gross Profit Margin | 66.7% | 65.5% | ||
| Direct Expenses & Amortization | 103,421 | 98,827 | 5% | 3% |
| Direct Contribution to Profit | $101,044 | $86,212 | 17% | 15% |
| Direct Contribution Margin | 33.0% | 30.5% | ||
Other Publishing Income
| · |
| · |
| % change | ||||
| PROFFESIONAL DEVELOPMENT (PD): | 2014 | 2013 | % change | w/o FX (a) |
| Revenue: | ||||
| Knowledge Services: | ||||
| Print Books | $231,984 | $260,030 | -11% | -10% |
| Digital Books | 53,764 | 45,690 | 18% | 18% |
| Online Test Preparation and Certification | 15,192 | 7,765 | 96% | 96% |
| Other | 29,882 | 31,282 | -4% | -3% |
| 330,822 | 344,767 | -4% | -4% | |
| Talent Solutions: | ||||
| Assessment | 33,047 | 26,173 | 26% | 26% |
| Online Learning and Training | - | - | - | - |
| 33,047 | 26,173 | 26% | 26% | |
| Divested Consumer Publishing Programs | - | 45,555 | -100% | -100% |
| Total Revenue | $363,869 | $416,495 | -13% | -12% |
| Cost of Sales | (111,911) | (151,239) | -26% | -26% |
| Gross Profit | $251,958 | $265,256 | -5% | -5% |
| Gross Profit Margin | 69.2% | 63.7% | ||
| Direct Expenses | (104,157) | (117,831) | -12% | -12% |
| Amortization of Intangibles | (6,965) | (8,092) | -14% | -14% |
| Restructuring Charges (see Note 6) | (11,860) | (7,537) | ||
| Impairment Charges (see Note 7) | - | (15,521) | ||
| Gain on Sale of Consumer Publishing Programs (see Note 8) | - | 5,983 | ||
| Direct Contribution to Profit | $128,976 | $122,258 | 5% | 2% |
| Direct Contribution Margin | 35.4% | 29.4% | ||
| Shared Services and Administrative Costs: | ||||
| Distribution and Operational Services | (37,673) | (40,625) | -7% | -8% |
| Technology and Content Management | (50,374) | (55,505) | -9% | -9% |
| Occupancy and Other | (18,762) | (17,473) | 7% | 7% |
| Contribution to Profit | $22,167 | $8,655 | 156% | 38% |
| Contribution Margin | 6.1% | 2.1% | ||
(a) Adjusted to exclude the fiscal year 2014 and 2013 Restructuring Charges and the fiscal year 2013 Impairment Charges and Net Gain on Sale of the Consumer Publishing Programs
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Revenue:
PD revenue for fiscal year 2014 decreased 13% to $363.9 million, or 12% excluding the unfavorable impact of foreign exchange. The decline was driven by the divestment of the consumer publishing programs in fiscal year 2013 ($46 million) and declines in Print Book revenue ($28 million), partially offset by growth in Online Test Preparation and Certification ($7 million), Assessments ($7 million) and Digital Books ($8 million). Excluding divested consumer title revenue, Print book revenue of $232.0 million decreased 11% in fiscal year 2014 reflecting lower demand for technology titles due to weak consumer acceptance of recent software releases and the planned reduction of certain non-divested consumer titles. Online Test Preparation and Certification revenue growth reflects incremental revenue from the acquisition of ELS ($4 million) and growth in other Online Training and Assessment products. Assessment revenue growth reflects higher revenue from Inscape ($3 million) and incremental revenue from the Profiles acquisition ($2 million).
Revenue by Region is as follows:
| % of | % change | |||
| 2014 | 2013 | Revenue | w/o FX | |
| Revenue by Region: | ||||
| Americas | $285,376 | $328,593 | 78% | -13% |
| EMEA | 54,240 | 57,243 | 15% | -7% |
| Asia-Pacific | 24,253 | 30,659 | 7% | -16% |
| Total Revenue | $363,869 | $416,495 | 100% | -12% |
Cost of Sales:
Cost of Sales for fiscal year 2014 decreased 26% to $111.9 million. The decline was driven by the divested consumer publishing programs ($30 million), lower cost digital products ($6 million) and lower print book sales volume in the continuing business ($4 million), partially offset by incremental costs associated with the ELS acquisition ($1 million).
Gross Profit:
Gross Profit Margin increased from 63.7% to 69.2% in fiscal year 2014. The improvement was mainly driven by the divestment of the low margin consumer publishing programs (360 basis points), higher margin revenue from the ELS and Profiles acquisitions (20 basis points) and higher margin digital products and cost reduction initiatives.
Direct Expenses and Amortization:
Direct expenses for fiscal year 2014 declined 12% to $104.2 million. The decrease was driven by restructuring and other cost savings ($16 million) and the divestment of the consumer publishing programs ($15 million), partially offset by incremental costs from the ELS and Profiles acquisitions ($5 million), employment costs ($3 million), business transformation consulting costs ($2 million) and higher other costs, mainly promotion costs for digital products ($2 million). Functionally, Direct Expenses for fiscal year 2014 included editorial/composition (50%); marketing/sales (43%); and administrative and other (7%) costs, while fiscal year 2013 included editorial/composition (52%); marketing/sales (41%); and administrative and other (7%) costs.
Amortization of intangibles decreased $1.1 million to $7.0 million in fiscal year 2014 principally due to intangible assets that have become fully amortized.
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Contribution to Profit:
Contribution to Profit increased from $8.7 million to $22.2 million in fiscal year 2014. Contribution Margin increased from 2.1% to 6.1% in fiscal year 2014. Excluding the current and prior year Restructuring Charges, the prior year Impairment Charge and the Net Gain on Sale of the Consumer Publishing Programs, Contribution Margin increased 320 basis points mainly due to online training and assessment growth; digital margin improvement; partially offset by higher employment and technology costs.
Acquisitions
| · | On January 13, 2014, the Company acquired the assets of Elan Guides, an early-stage Chartered Financial Analyst (“CFA”) test preparation company. Elan’s CFA materials will be incorporated into Wiley’s CPA Excel test preparation platform. Terms were not disclosed. |
| · |
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| % change | ||||
| EDUCATION: | 2014 | 2013 | % change | w/o FX (a) |
| Revenue: | ||||
| Books: | ||||
| Print Textbooks | $163,152 | $184,078 | -11% | -8% |
| Digital Books | 30,137 | 25,373 | 19% | 21% |
| 193,289 | 209,451 | -8% | -5% | |
| Custom Products | 43,556 | 39,369 | 11% | 11% |
| Course Workflow Solutions (WileyPLUS) | 49,459 | 41,007 | 21% | 22% |
| Education Services (Deltak) | 70,179 | 33,744 | 108% | 108% |
| Other Education Revenue | 10,494 | 10,887 | -4% | -1% |
| Total Revenue | $366,977 | $334,458 | 10% | 12% |
| Cost of Sales | (114,174) | (109,588) | 4% | 6% |
| Gross Profit | $252,803 | $224,870 | 12% | 15% |
| Gross Profit Margin | 68.9% | 67.2% | ||
| Direct Expenses | (120,407) | (101,363) | 19% | 17% |
| Amortization of Intangibles | (9,527) | (6,975) | 37% | 37% |
| Restructuring Charges (see Note 6) | (891) | (1,288) | ||
| Direct Contribution to Profit | $121,978 | $115,244 | 6% | 11% |
| Direct Contribution Margin | 33.2% | 34.5% | ||
| Shared Services and Administrative Costs: | ||||
| Distribution and Operational Services | (15,685) | (15,068) | 4% | 2% |
| Technology and Content Management | (46,787) | (39,735) | 18% | 16% |
| Occupancy and Other | (11,719) | (8,471) | 38% | 36% |
| Contribution to Profit | $47,787 | $51,970 | -8% | 5% |
| Contribution Margin | 13.0% | 15.5% | ||
Education revenue for fiscal year 20112014 increased 10% to $367.0 million, or 12% excluding the unfavorable impact of 66.7% was 120 basis points higher than prior year.foreign exchange. The improvementgrowth was driven by increased sales$36 million of incremental revenue from Education Services (Deltak) ($31 million due to acquisition), higher revenue from Course Workflow Solutions (WileyPLUS) ($9 million), Custom Products ($4 million) and Digital Books ($5 million), partially offset by a decline in Print Textbooks ($15 million). The decline in Print Textbooks reflects student preference for digital products, (90 basis points) and lower inventory obsolescence provisions (30 basis points).including WileyPLUS.
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Revenue by Region is as follows:
| % of | % change | |||
| 2014 | 2013 | Revenue | w/o FX | |
| Revenue by Region: | ||||
| Americas | $288,329 | $250,598 | 79% | 15% |
| EMEA | 19,334 | 19,388 | 5% | -1% |
| Asia-Pacific | 59,314 | 64,472 | 16% | 1% |
| Total Revenue | $366,977 | $334,458 | 100% | 12% |
Cost of Sales
Cost of Sales for fiscal year 20112014 increased 5%4% to $103.4$114.2 million, or 3%6% excluding the unfavorablefavorable impact of foreign exchange. The increase was mainly driven by higher employmentincremental costs from the Deltak acquisition ($47 million), partially offset by restructuring savings ($1 million).
Gross Profit Margin for fiscal year 2014 improved 170 basis points to Profit68.9% principally due to the Deltak acquisition (130 basis points) and higher margin digital products (40 basis points).
Direct contributionExpenses and Amortization:
Direct Expenses increased 19% to profit for$120.4 million in fiscal year 2011 increased2014, or 17% to $101.0 million, or 15% excluding the favorable impact of foreign exchange. The growthincrease was driven bydue to incremental costs from the top-line resultsDeltak acquisition ($20 million), increased Deltak costs to support new online course and curriculum development and programs ($6 million) and higher gross profit margins,accrued incentive compensation ($4 million), partially offset by an increaserestructuring and other cost savings ($8 million). Functionally, Direct Expenses for fiscal year 2014 included marketing/sales (67%); editorial/composition (24%); and administrative and other (9%) costs, while fiscal year 2013 included marketing/sales (59%); editorial/composition (30%); and administrative and other (11%) costs.
Amortization of Intangibles increased $2.6 million to $9.5 million in direct expenses as described above. Direct contribution margin improvedfiscal year 2014 primarily due to acquired intangible assets associated with Deltak.
Contribution to Profit:
Contribution to Profit for fiscal year 2014 decreased 8% to $47.8 million, but increased 5% excluding the unfavorable impact of foreign exchange and the current and prior year Restructuring Charges. Contribution Margin decreased 250 basis points to 33.0%, principally13.0% mainly due to improved gross profit margins onDeltak’s continued investment in new university programs that are not yet generating revenue (260 basis points), higher accrued incentive compensation and higher Technology costs, partially offset by restructuring and other cost savings and higher margin digital revenue.
The following table reflects total shared services and administrative costs by function, which are included in the Operating and Administrative Expenses line item in the Consolidated Statements of Income. A portion of these costs are allocated to each segment above based on allocation methodologies described in Note 20.
| % Change | ||||
| Dollars in thousands | 2014 | 2013 | % Change | w/o FX (a) |
| Distribution and Operation Services | $99,433 | $103,831 | -4% | -5% |
| Technology and Content Management | 241,329 | 225,224 | 7% | 7% |
| Finance | 54,468 | 49,029 | 11% | 11% |
| Other Administration | 101,487 | 92,198 | 10% | 10% |
| Restructuring Charges (see Note 6) | 22,197 | 14,557 | ||
| Impairment Charges (see Note 7) | 4,786 | 5,241 | ||
| Total | $523,700 | $490,080 | 7% | 4% |
(a) Adjusted to exclude the fiscal year 2014 and 2013 Restructuring and Impairment Charges
Shared services and administrative costs for fiscal year 20112014 increased 7% to $373.2$523.7 million, including andor 4% excluding the favorable impact of foreign exchange. The increase was driven primarily by higher Technologyexchange and the Restructuring and Impairment Charges. Shared Service and Administration Costs in the current year reflected the effect of the restructuring program and other cost savings ($14 million). Distribution and Operation Services costs ($23 million) reflecting ongoing investments in digital products and infrastructure, such as WileyPLUS, eBooks, customer data/relationship management initiatives, and Wiley Online Library; Distribution costsdecreased due to higher warehouse facilitylower print volume ($4 million) and employmentlower warehouse costs ($2 million), partially offset by lower costs due to off-shoring ($3 million); In addition, Finance and Other Administrative costs reflect lower employment costs mainly due to lower accrued incentive compensation ($5 million) partially offset by transformation consulting costs ($3 million). Technology and Content Management costs increased legaldue to higher spending on project management, consulting, software development and licensing and maintenance including incremental costs from the Deltak acquisition ($3 million). Finance costs increased due to higher accrued incentive compensation. Other Administration costs increased mainly due to higher employment costs ($5 million), a lower property tax incentive ($3 million), incremental costs from the Deltak acquisition ($1 million) and higher professional fees ($21 million).
The Company’s cashCash and cash equivalentsCash Equivalents balance was $201.9$486.4 million at the end of fiscal year 2011,2014, compared with $153.5$334.1 million a year earlier. Cash providedProvided by operating activitiesOperating Activities in fiscal year 20112014 increased $60.6$11.2 million to $375.6$348.2 million due primarily to higher net income ($28 million), lower pension contributions ($23 million), and lower changes in operating assets and liabilities ($16 million), partially offset by other ($6 million). Pension contributions in fiscal year 2011 were $24.8 million compared to $48.1 in the prior year, of which none were discretionary in fiscal year 2011, while $31.0 million were discretionary with respect to timing in the prior year.
Cash used for investing activitiesInvesting Activities for fiscal year 20112014 was approximately $113.0$149.3 million compared to $106.1$342.5 million in fiscal year 2010. The2013. In fiscal year 2014, the Company invested $7.1$54.5 million in acquisitions, compared to $263.3 million in the prior year. Fiscal year 2014 includes the acquisition of Profiles ($48 million), while fiscal year 2013 includes the Deltak ($220 million) and ELS ($24 million) acquisitions. During fiscal year 2013, the Company received proceeds of $29.9 million from selling certain consumer publishing businesses, assets comprised primarily of the travel program for $22 million, and rightsthe Culinary, CliffsNotes and Webster’s New World consumer publishing programs for $11 million, of which $3.3 million and $1.1 million were held in escrow, respectively. During fiscal year 2014, the Company received $3.3 million of the escrow proceeds, with the remaining $1.1 million collected in May 2014.
Composition spending was $40.6 million in fiscal year 2014 compared to $6.4$50.4 million in fiscal year 2013. The decrease reflects reduced spending in all three businesses and was driven by a reduction in title count and the one-time development of certain digital Research products in the prior year. Cash used for technology, property and equipment and technology and product development increased $6.2decreased to $57.6 million in fiscal year 2011 versus the prior year2014 mainly reflecting increaseddue to lower spending on leasehold improvements and fixtures related to newly leased facilities. furniture and equipment.
50
Cash used in financing activitiesfor Financing Activities was $230.0$53.5 million in fiscal year 2011,2014, as compared to $156.4cash provided of $90.4 million in fiscal year 2010. In2013. The Company’s net debt (debt less cash and cash equivalents) decreased $125.1 million from the prior year. During fiscal 2011,year 2014, net debt borrowings were $27.1 million compared to $198.0 million in fiscal year 2013. The net borrowings in fiscal year 2014 included funds borrowed to finance the Profiles acquisition, while fiscal year 2013 included funds borrowed to finance the Deltak and ELS acquisitions. These acquisitions were funded through the use of the existing credit facility and available cash and did not have an impact on the Company’s ability to meet other operating, investing and financing needs. The total notional amount of the interest rate swap agreements associated with the Company’s revolving credit facility was used primarily to repay debt, pay dividends to shareholder and to repurchase treasury shares. $300 million as of April 30, 2014.
In fiscal year 2011,2014, the Company repurchased 577,4051,248,030 shares of common stock at an average price of $50.79 compared to 1,846,873 shares at an average price of $48.42.$39.92 in fiscal year 2013. In fiscal 2010,year 2014, the Company did not repurchase any treasury shares in the prior period. The Company increased its quarterly dividend to shareholders by 14.3%4% to $0.16$0.25 per share in fiscal year 2011 from $0.14versus $0.24 per share in the prior year. ProceedsHigher proceeds from the exercise of stock options reflects a higher volume of stock option exercises decreased $4.9 million to $27.8 million in fiscal 2011.
prior year.
The Company’s operating cash flow is affected by the seasonality and timing of receipts from its STMSResearch journal subscriptions and its Global Education business. Cash receipts for calendar year STMSResearch subscription journals occur primarily from NovemberDecember through March.April. Reference is made to the Customer Credit Risk section, which follows, for a description of the impact on the Company as it relates to independent journal agents’ financial position and liquidity. Sales primarily in the U.S. higher education market tend to be concentrated in June through August, and again in November through January. Due to this seasonality, the Company normally requires increased funds for working capital from May through September.
Cash and Cash Equivalents held outside the U.S. were approximately $192.1$474.4 million as of April 30, 2011.2014, a portion of which was used to acquire CrossKnowledge on May 1, 2014 (see Note 21). The balances were comprised primarily of Euros, Pound Sterling, Euros, and Australian dollars. Maintenance of these non-U.S. dollar cash and cash equivalent balances outside the U.S. does not have a material impact on the liquidity or capital resources of the Company’s global, including U.S., operations. Cash and cash equivalent balances outside the U.S. operations.may be subject to U.S. taxation, if repatriated. The Company intends to reinvest cash outside the U.S. except in instances where repatriating such earnings would result in no additional income tax. Accordingly, the Company has not accrued for U.S. income tax on the repatriation of non-U.S. earnings. It is not practical to determine the U.S. income tax liability that would be payable if such cash and cash equivalents were not indefinitely reinvested.
On April 4, 2014 the Company increased its credit limit under the Revolving Credit Facility from $825 million to $940 million which matures on November 2, 2016. As of April 30, 2011,2014, the Company had approximately $454.0$700 million of debt outstanding and approximately $697.4$253 million of unused borrowing capacity under theits Revolving Credit Facility which is described in Note 12.and other facilities. The Term Loan matures on February 2, 2013 and the Revolver will terminate on February 2, 2012. We believeCompany believes that ourits operating cash flow, together with ourits revolving credit facilities and other available debt financing, will be adequate to meet ourits operating, investing and financing needs in the foreseeable future, although there can be no assurance that continued or increased volatility in the global capital and credit markets will not impair ourits ability to access these markets on terms commercially acceptable to us or at all.
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The Company’s working capital at April 30, 2011 wascan be negative $228.9 million.due to the seasonality of its businesses. The primary driver of the negative working capital is unearned deferred revenue related to subscriptions for which cash has been collected in advance. Cash received in advance for subscriptions is used by the Company to fundfor a number of purposes including acquisitions; pay debt; funddebt repayments; funding operations; purchasedividend payments; and purchasing treasury share and pay dividends. Deferredshares. The deferred revenue will be recognized intoin income as the products are shipped or made available online to the customers over the term of the subscription. Current liabilities as of April 30, 20112014 include $321.4$385.7 million of such deferred subscription revenue for which cash was collected in advance. Total Company cash on-hand in working capital at April 30, 2011 was $201.9 million.
The preparation of the Company’s financial statements in conformity with accounting principles generally accepted in the U.S. requires management to make estimates and assumptions that affect the reported amount of assets and liabilities, disclosure of contingent assets and liabilities as of the date of the financial statements, and reported amounts of revenue and expenses during the reporting period. Management continually evaluates the basis for its estimates. Actual results could differ from those estimates, which could affect the reported results. Note 2 of the “Notes to Consolidated Financial Statements” includes a summary of the significant accounting policies and methods used in preparation of our Consolidated Financial Statements. Set forth below is a discussion of the Company’s more critical accounting policies and methods.
Revenue Recognition: The Company recognizes revenue when the following criteria are met: persuasive evidence that an arrangement exists; delivery has occurred or services have been rendered; the price to the customer is fixed or determinable; and collectability is reasonably assured. If all of the above criteria have been met, revenue is recognized upon shipment of products or when services have been rendered. Subscription revenue isRevenue related to journal subscriptions and other products and services that are generally collected in advance. The prepayment isadvance are deferred and recognized as earned primarily when the related issue is shipped, or made available online overor the term of the subscription.service is rendered. Collectability is evaluated based on the amount involved, the credit history of the customer, and the status of the customer’s account with the Company.
The Company offers an alternative digital journal subscription license model to subscribers in certain markets. Under this alternative model, the Company provides access to all journal content published within a calendar year. Under the Company’s previous licensing model, a customer subscribed to a discrete number of online journal issues and revenue was recognized as each issue was made available online. Based on the success of the program to date, the Company will expand its alternative model offering in calendar year 2016. The new time-based model will result in substantially all digital journal subscription revenue recognized on a straight-line basis over the calendar year.
When a product is sold with multiple deliverables, the Company accounts for each deliverable within the arrangement as a separate unit of accounting due to the fact that each deliverable is also sold on a stand-alone basis. The total consideration of a multiple-element arrangement is allocated to each unit of accounting based on the price charged by the Company when it is sold separately. The Company’s multiple deliverable arrangements principally include WileyPLUS,, the online teaching and learning environmentcourse management tool for the Company’s Global Education business which also includes a complete print or digital textbook for the course, as well ascourse; negotiated licenses for bundles of electronicdigital content available on Wiley Online Library,, the online publishing platform for the Company’s STMS business.Research business; and test preparation, assessment, certification and training services sold by the Professional Development business which can include bundles of print and digital content and online workflow solutions.
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Allowance for Doubtful Accounts: The estimated allowance for doubtful accounts is based on a review of the aging of the accounts receivable balances, historical write-off experience, credit evaluations of customers and current market conditions. A change in the evaluation of a customer’s credit could affect the estimated allowance. The allowance for doubtful accounts is shown as a reduction of Accounts Receivable in the Consolidated Statements of Financial Position and amounted to $6.9$8.3 million and $19.6$7.9 million as of April 30, 20122015 and 2011,2014, respectively. The decrease was primarily due to the write-off of Borders which was provided for in fiscal year 2011 as disclosed in Note 9 of the Consolidated Financial Statements.
Sales Return Reserve: The estimated allowance for sales returns is based on a review of the historical return patterns, as well as current market trends in the businesses in which we operate. Associated with the estimated sales return reserves, the Company also includes a related reduction in inventory and royalty costs as a result of the expected returns.
Net print book sales return reserves amounted to $35.8$25.3 million and $48.9$28.6 million as of April 30, 20122015 and 2011,2014, respectively. The reserves are reflected in the following accounts of the Consolidated Statements of Financial Position – increase (decrease):
| 2012 | 2011 | 2015 | 2014 | |||
| Accounts Receivable | $(48,612) | $(65,664) | $(37,300) | $(41,102) | ||
| Inventory | 7,246 | 9,485 | ||||
| Inventories | 6,555 | 6,774 | ||||
| Accounts and Royalties Payable | (5,593) | (7,270) | (5,405) | (5,695) | ||
| Decrease in Net Assets | $(35,773) | $(48,909) | $(25,340) | $(28,633) | ||
Reserve for Inventory Obsolescence: Inventories are carried at the lower of cost or market. A reserve for inventory obsolescence is estimated based on a review of damaged, obsolete, or otherwise unsalable inventory. The review encompasses historical unit sales trends by title; current market conditions, including estimates of customer demand compared to the number of units currently on hand; and publication revision cycles. A change in sales trends could affect the estimated reserve. The inventory obsolescence reserve is reported as a reduction of the InventoryInventories balance in the Consolidated Statements of Financial Position and amounted to $33.9$21.9 million and $36.9$25.1 million as of April 30, 20122015 and 2011,2014, respectively.
Allocation of Acquisition Purchase Price to Assets Acquired and Liabilities Assumed: In connection with acquisitions, the Company allocates the cost of the acquisition to the assets acquired and the liabilities assumed based on the estimates of fair value for such items, including goodwill, other intangible assets and technology acquired. Such estimates include expecteddiscounted estimated cash flows to be generated by those assets and the expected useful lives based on historical experience, current market trends, and synergies to be achieved from the acquisition and expected tax basis of assets acquired. For significant acquisitions, theThe Company uses independent appraisersmay use a third party valuation consultant to assist in the determination of such estimates.
Goodwill and Indefinite-lived Intangible Assets: Goodwill is the excess of the purchase price paid over the fair value of the net assets of the business acquired. IntangibleIndefinite-lived intangible assets principallyprimarily consist of brands, trademarks, content and publicationpublishing rights customer relationships and non-compete agreements.are typically characterized by intellectual property with a long and well-established revenue stream resulting from strong and well-established imprint/brand recognition in the market. Goodwill and indefinite-lived intangible assets are not amortized but are reviewed annually for impairment, or more frequently if events or changes in circumstances indicate the asset might be impaired. The Company evaluates the recoverability of indefinite-lived intangible assets by comparing the fair valuesvalue of the Company’sintangible asset to its carrying value.
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To evaluate the recoverability of goodwill, the Company primarily uses a two-step impairment test approach at the reporting unitsunit level. In the first step, the estimated fair value of the entire reporting unit is compared to its carrying value including goodwill. If the fair value of the reporting unit is less than the carrying value, a second step is performed to determine the charge for goodwill impairment. In the second step, the Company determines an implied fair value of the reporting unit’s goodwill by determining the fair value of the individual assets and liabilities (including any previously unrecognized intangible assets) of the reporting unit other than goodwill. The resulting implied fair value of the goodwill is compared to the carrying amount and an impairment charge is recognized for the difference.
In certain circumstances, the Company uses a qualitative assessment as an alternative to the two-step test approach. Under this approach certain market, industry and financial performance factors are substantially in excessconsidered to determine whether it is more likely than not that the fair value of theira reporting unit is less than its carrying values.amount. If that is the case, the two-step approach described above is then performed to evaluate the recoverability of goodwill.
Intangible Assets with Finite Lives and Other Long-Lived Assets: Finite-lived intangible assets principally consist of brands, trademarks, content and publication rights, customer relationships and non-compete agreements and are amortized over their estimated useful lives. The most significant factors in determining the estimated life of these intangibles is the history and longevity of the brands, trademarks and content and publication rights acquired, combined with the strength of cash flows. Content and publication rights, trademarks, customer relationships and brands with finite lives are amortized on a straight-line basis over periods ranging from 5 to 40 years. Non-compete agreements are amortized over the terms of the individual agreement, generally up to 5 years.
Assets with finite lives are only evaluated for impairment upon a significant change in the operating or macroeconomic environment. In these circumstances, if an evaluation of the projected undiscounted cash flows indicates impairment, the asset is written down to its estimated fair value based on the discounted future cash flows.
Share-Based Compensation: The Company recognizes share-based compensation expense based on the fair value of the share-based awards on the grant date, reduced by an estimate of future forfeited awards. As such, share-based compensation expense is only recognized for those awards that are expected to ultimately vest. The fair value of share-based awards is recognized in net income on a straight-line basis over the requisite service period. The grant date fair value for stock options is estimated using the Black-Scholes option-pricing model. The determination of the assumptions used in the Black-Scholes model requires the Company to make significant judgments and estimates, which include the expected life of an option, the expected volatility of the Company’s Common Stock over the estimated life of the option, a risk-free interest rate and the expected dividend yield. Judgment is also required in estimating the amount of share-based awards that may be forfeited. Share-based compensation expense associated with performance-based stock awards is based on actual financial results for targets established three years in advance. The cumulative effect on current and prior periods of a change in the estimated number of performance share awards, or estimated forfeiture rate, is recognized as an adjustment to earnings in the period of the revision. If actual results differ significantly from estimates, the Company’s share-based compensation expense and results of operations could be impacted.
Retirement Plans: The Company provides defined benefit pension plans for the majority of itscertain employees worldwide. The Company’s Board of Directors approved amendments to the U.S., Canada and U.K. defined benefit plans that froze the plans effective June 30, 2015, December 31, 2015 and April 30, 2015, respectively. Under the amendments, no new employees will be permitted to enter these plans and no additional benefits for current participants for future services will be accrued after the effective dates of the amendments.
The accounting for benefit plans is highly dependent on assumptions concerning the outcome of future events and circumstances, including compensation increases, long-term return rates on pension plan assets, healthcare cost trends, discount rates and other factors. In determining such assumptions, the Company consults with outside actuaries and other advisors. The discount rates for the U.S., United Kingdom and Canadian pension plans are based on the derivation of a single-equivalent discount rate using a standard spot rate curve and the timing of expected payments as of the balance sheet date. The spot rate curve is based upon a portfolio of Moody’s-rated Aa3 (or higher) corporate bonds. The discount rates for other non-U.S. plans are based on similar published indices with durations comparable to that of each plan’s liabilities. The expected long-term rates of return on pension plan assets are estimated using market benchmarks for equities, real estate and bonds applied to each plan’s target asset allocation and are estimated by asset class including an anticipated inflation rate. The expected long-term rates are then compared to the historic investment performance of the plan assets as well as future expectations and estimated through consultation with investment advisors and actuaries. Salary growth and healthcare cost trend assumptions are based on the Company’s historical experience and future outlook. While the Company believes that the assumptions used in these calculations are reasonable, differences in actual experience or changes in assumptions could materially affect the expense and liabilities related to the defined benefit pension plans of the Company. A hypothetical one percent changeincrease in the discount rate would impact net income and the accrued pension liability by approximately $5.5$4.8 million and $97.3$133.3 million, respectively. A one percent decrease in the discount rate would impact net income and the accrued pension liability by approximately $6.6 million and $162.3 million, respectively. A one percent change in the expected long term rate of return would affect net income by approximately $2.5$3.3 million.
Recently Issued Accounting Standards:In October 2009,May 2014, the Financial Accounting Standards Board (“FASB”) issued ASU 2014-09 "Revenue From Contracts with Customers" (Topic 606) (“ASU 2014-09”), and the International Accounting Standards UpdateBoard (“ASU”IASB”) 2009-13published its equivalent standard, International Financial Reporting Standard (“IFRS”) 15, “Revenue Recognition (Topic 605): Multiple-Deliverable Revenue Arrangements” (“ASU 2009-13”)from Contracts with Customers”. ASU 2009-13 addressesThese joint comprehensive new revenue recognition standards will supersede most existing revenue recognition guidance and are intended to improve and converge revenue recognition and related financial reporting requirements. The standard is effective for the accountingCompany on May 1, 2017 with early adoption prohibited. The standard allows for multiple-deliverable arrangementseither “full retrospective” adoption, meaning the standard is applied to enable vendorsall periods presented, or “cumulative effect” adoption, meaning the standard is applied only to account for products and services separately rather than as a combined unit. Specifically, this guidance amends the existing criteria for separating consideration receivedmost current period presented in multiple-deliverable arrangements, eliminates the residual method of allocation and requires that arrangement consideration be allocated atfinancial statements. The Company is currently assessing whether the inceptionadoption of the arrangement to all deliverables using the relative selling price method. The guidance also establishes a hierarchy for determining the selling price of a deliverable, which is based on vendor-specific objective evidence; third-party evidence; or management estimates. Expanded disclosures related to the Company’s multiple-deliverable revenue arrangements are also required. The new guidance was adopted by the Company for all revenue arrangements entered into or materially modified on and after May 1, 2011 and did notwill have a significant impact on the Company’sits consolidated financial statements.
In April 2015, the FASB issued ASU 2015-03 "Interest- Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs" (“ASU 2015-03”). The ASU requires that debt issuance costs related to a recognized debt liability be presented on the balance sheet as a direct deduction from the carrying amount of that debt liability. Previously, debt issuance costs were recognized as assets on the balance sheet. The recognition and measurement guidance for debt issuance costs are not affected by the amendments in this ASU. The standard is effective for the Company on May 1, 2016, with early adoption permitted, and requires retrospective application to all prior periods presented in the financial statements. Although the new guidance will have no impact on the Company’s results of operations, the debt issuance costs presented as assets within the Company’s Consolidated Statement of Financial Position ($1.4 million as of April 30, 2015) will be reclassified as reductions of the related debt liability when the guidance is adopted.
In April 2015, the FASB issued ASU 2015-05 "Intangibles- Goodwill and Other- Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Fees Paid in Cloud Computing Arrangements" (“ASU 2015-05”). Cloud computing arrangements represent the delivery of hosted services over the internet which includes software, platforms, infrastructure and other hosting arrangements. The ASU provides criteria to determine whether the cloud computing arrangement includes a software license. If the criteria are met, the customer will capitalize the fee attributable to the software license portion of the arrangement as internal-use software. If the arrangement does not include a software license, it should be treated as a service contract and expensed as services are received. The standard is effective for the Company on May 1, 2016 with early adoption permitted. An entity can elect to adopt either prospectively for all arrangements entered into after the effective date or retrospectively. The Company is currently assessing whether the adoption of the guidance will have a significant impact on its consolidated financial statements.
Contractual Obligations and Commercial Commitments
A summary of contractual obligations and commercial commitments, excluding unrecognized tax benefits further described in Note 11,13, as of April 30, 20122015 is as follows (in thousands):
| Payments Due by Period | Payments Due by Period | |||||||||
| Within | 2-3 | 4-5 | After 5 | Within | 2-3 | 4-5 | After 5 | |||
| Total | Year 1 | Years | Years | Total | Year 1 | Years | ||||
| Total Debt | $475.0 | $ - | $475.0 | $ - | $750.1 | $100.0 | $650.1 | $- | ||
Interest on Debt1 | 36.8 | 8.7 | 16.3 | 11.8 | - | 18.8 | 12.5 | 6.3 | - | |
| Non-Cancelable Leases | 242.0 | 38.8 | 71.9 | 67.1 | 64.2 | 341.7 | 38.1 | 67.1 | 53.2 | 183.3 |
| Minimum Royalty Obligations | 235.2 | 52.7 | 82.7 | 58.5 | 41.3 | 223.5 | 71.3 | 97.9 | 39.0 | 15.3 |
| Other Operating Commitments | 73.3 | 17.2 | 30.1 | 25.7 | 0.3 | |||||
| Total | $989.0 | $100.2 | $170.9 | $612.4 | $105.5 | $1,407.4 | $239.1 | $851.5 | $117.9 | $198.9 |
1 Interest on Debt includes the effect of the Company’s interest rate swap agreements and the estimated future interest payments on the Company’s unhedged variable rate debt, assuming that the interest rates as of April 30, 20122015 remain constant until the maturity of the debt.
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Item 7A. Quantitative and Qualitative Disclosures about Market Risk
The Company is exposed to market risk primarily related to interest rates, foreign exchange and credit risk. It is the Company’s policy to monitor these exposures and to use derivative financial investments and/or insurance contracts from time to time to reduce fluctuations in earnings and cash flows when it is deemed appropriate to do so. The Company does not use derivative financial instruments for trading or speculative purposes.
Interest Rates:
The Company had approximately $475.0$750.0 million of variable rate loans outstanding at April 30, 2012,2015, which approximated fair value. On August 19, 2010,15, 2014, the Company entered into an interest rate swap agreement which fixed a portion of the variable interest due on its variable rate loans outstanding. Under the terms of the agreement, the Company pays a fixed rate of 0.8%0.65% and receives a variable rate of interest based on one-month LIBOR (as defined) from the counterparty which is reset every month for a twenty-nine monthtwo-year period ending January 19, 2013.August 15, 2016. As of both April 30, 2012 and 2011,2015, the notional amount of the interest rate swap was $125.0$150.0 million.
On March 30, 2012,January 15, 2014, the Company entered into an interest rate swap agreement which fixed a portion of the variable interest due on its variable rate loans outstanding. Under the terms of the agreement, the Company pays a fixed rate of 0.645%0.47% and receives a variable rate of interest based on one monthone-month LIBOR (as defined) from the counterparty which is reset every month for a three-yeartwo-year period ending March 31, 2015.January 15, 2016. As of April 30, 2012,2015, the notional amount of the interest rate swap was $250.0$150.0 million.
It is management’s intention that the notional amount of interest rate swaps be less than the variable rate loans outstanding during the life of the derivatives. During fiscal year 2012,2015, the Company recognized a loss on its hedge contracts of approximately $0.8$1.7 million which is reflected in Interest Expense in the Consolidated Statements of Income. At April 30, 2012,2015, the fair value of the outstanding interest rate swapswaps was a net deferred loss of $1.7$0.6 million. Based on the maturity dates of the contracts, approximately $0.5$0.2 million and $1.2$0.4 million of the deferred loss as of April 30, 2012 was recorded in Other Accrued Liabilities and Other Long-Term Liabilities, in the Consolidated Statements of Financial Position, respectively. On an annual basis, a hypothetical one percent change in interest rates for the $100.0$450.0 million of unhedged variable rate debt as of April 30, 20122015 would affect net income and cash flow by approximately $0.6$2.8 million.
Foreign Exchange Rates:
Fluctuations in the currencies of countries where the Company operates outside the U.S. may have a significant impact on financial results. The Company is primarily exposed to movements in British pound sterling, euros, Canadian and Australian dollars, and certain Asian currencies.currencies in Asia. The Statements of Financial Position of non-U.S. business units are translated into U.S. dollars using period-end exchange rates for assets and liabilities and weighted-average exchange rates for revenues and expenses. FiscalThe percentage of Consolidated Revenue for fiscal year 2012 revenue was2015 recognized in the following currencies:currencies (on an equivalent U.S. dollar basis) were: approximately 54%55% U.S dollar; 28%29% British pound sterling; 8% euro and 10%8% other currencies.
The Company’s significant investments in non-U.S. businesses are exposed to foreign currency risk. Adjustments resulting from translating assets and liabilities are reported as a separate component of Accumulated Other Comprehensive Loss within Shareholders’ Equity under the caption Foreign Currency Translation Adjustment. The Company also has significant investments in non-U.S. businesses that are exposed to foreign currency risk. During fiscal year 2012,2015, the Company recorded approximately $30.2 million offoreign currency translation losses in other comprehensive income of approximately $180.2 million primarily as a result of the strengtheningweakening of the U.S. dollar relative to the British pound sterling and euro.
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Exchange rate gains or losses related to foreign currency transactions are recognized as transaction gains or losses in the Consolidated Statements of Income as incurred. Under certain circumstances, the Company may enter into derivative financial instruments in the form of foreign currency forward contracts to hedge against specific transactions, including intercompany purchases and loans. The Company does not use derivative financial instruments for trading or speculative purposes.
The Company may enter into forward exchange contracts to manage the Company’s exposure on certain foreign currency denominated assets and liabilities. The forward exchange contracts are marked to market through Foreign Exchange Transaction Gains and Losses on the Consolidated Statements of Income, and carried at their fair value on the Consolidated Statements of Financial Position. Foreign currency denominated assets and liabilities are remeasured at spot rates in effect on the balance sheet date, with the effects of changes in spot rates reported in Foreign Exchange Transaction Gains and Losses. As of April 30, 2015 and 2014, the Company did not maintain any open forward contracts. During fiscal years 20102013 through 20122015, the Company did not designate any forward exchange contracts as hedges under current accounting standards as the benefits of doing so were not material due to the short-term nature of the contracts. The fair value changes in the forward exchange contracts substantially mitigated the changes in the value of the applicable foreign currency denominated assets and liabilities. The fair values ofFor fiscal years 2015, 2014 and 2013, the losses recognized on the forward contracts were measured on a recurring basis using Level 2 inputs$11.2 million, $0.4 million, and for fiscal years 2012, 2011 and 2010 the gain/(loss) recognized was $2.4 million, $0.6 million, and ($2.0) million, respectively. As of both April 30, 2012 and 2011, the Company had settled its forward exchange contracts.
Customer Credit Risk:
In the journal publishing business, subscriptions are primarily sourced through journal subscription agents who, acting as agents for library customers, facilitate ordering by consolidating the subscription orders/billings of each subscriber with various publishers. Cash is generally collected in advance from subscribers by the subscription agents and is principally remitted to the Company between the months of NovemberDecember and January.April. Although at fiscal year-end the Company had minimal credit risk exposure to these agents, future calendar-year subscription receipts from these agents are highly dependent on their financial condition and liquidity. Subscription agents account for approximately 24%23% of total annual consolidated revenue and no one agent accounts for more than 10% of total annual consolidated revenue.
Swets Information Services, a global library subscription agent based in Amsterdam, declared bankruptcy in late September. While the bankruptcy had no material impact on the Company’s financial statements, future sourcing of journal subscriptions may be temporarily impacted. The impact to calendar year 2015 journal subscription revenue is expected to be on the order of $5 million.
The Company’s booknon-journal subscription business is not dependent upon a single customer; however, the industry is concentrated in national, regional, and online bookstore chains.customer. Although no one booknon-journal customer accounts for more than 10%8% of total consolidated revenue and 15%12% of accounts receivable at April 30, 2012,2015, the top 10 booknon-journal customers account for approximately 20%17% of total consolidated revenue and approximately 40%29% of accounts receivable at April 30, 2012.2015. The Company maintains approximately $25 million of trade credit insurance, subject to certain limitations, covering balances due from certain named customers which expires in May, 2016.
Disclosure of Certain Activities Relating to Iran:
The United Kingdom, theEuropean Union, Canada and United States and Canada have imposed new sanctions following a November 8, 2011 United Nations report targetingon business relationships with Iran, including restrictions on financial transactions; business relationships;transactions and prohibitions on direct and indirect trading with listed “designated persons”. The European Union has also extended its existing sanctions regime.persons.” In fiscal year 2015, the Company recorded revenue and net profits of approximately $1.5 million and $0.5 million, respectively, related to the sale of scientific and medical content to certain publicly funded universities, hospitals and institutions that meet the definition of the “Government of Iran” as defined under section 560.304 of title 31, Code of Federal Regulations. The Company has assessed its business relationship and transactions with Iran and believes it is in compliance with the regulations. As of April 30, 2012, the Company had outstanding trade receivables with Iran of approximately $2.0 million, mainly related to book sales recognized prior toregulations governing the sanctions. It is unclear at present whetherThe Company intends to continue in these sanctions will have an effect on the recovery of this outstanding receivable.or similar sales as long as they continue to be consistent with all applicable sanctions-related regulations.
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“Safe Harbor” Statement Under the
Private Securities Litigation Reform Act of 1995
This report contains certain forward-looking statements concerning the Company’s operations, performance, and financial condition. Reliance should not be placed on forward-looking statements, as actual results may differ materially from those in any forward-looking statements. Any such forward-looking statements are based upon a number of assumptions and estimates that are inherently subject to uncertainties and contingencies, many of which are beyond the control of the Company, and are subject to change based on many important factors. Such factors include, but are not limited to (i) the level of investment in new technologies and products; (ii) subscriber renewal rates for the Company’s journals; (iii) the financial stability and liquidity of journal subscription agents; (iv) the consolidation of book wholesalers and retail accounts; (v) the market position and financial stability of key online retailers; (vi) the seasonal nature of the Company’s educationaleducation business and the impact of the used-book market; (vii) worldwide economic and political conditions; and (viii) the Company’s ability to protect its copyrights and other intellectual property worldwideworldwide; (ix) the ability of the Company to successfully integrate acquired operations and realize expected opportunities and (x) other factors detailed from time to time in the Company’s filings with the Securities and Exchange Commission. The Company undertakes no obligation to update or revise any such forward-looking statements to reflect subsequent events or circumstances.
Item 8. Financial Statements and Supplementary Data
MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
To our Shareholders
John Wiley and Sons, Inc.:
The management of John Wiley and Sons, Inc. and subsidiaries is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f).
Under the supervision and with the participation of our management, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control – Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on our evaluation under the framework in Internal Control – Integrated Framework issued by COSO, our management concluded that our internal control over financial reporting was effective as of April 30, 2012.2015.
Changes in Internal Control over Financial Reporting: There were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting during fiscal year 2012.2015.
The effectiveness of our internal control over financial reporting as of April 30, 20122015 has been audited by KPMG LLP, an independent registered public accounting firm, as stated in their report which is included herein.
The Company’s Corporate Governance Principles, Committee Charters, Business Conduct and Ethics Policy and the Code of Ethics for Senior Financial Officers are published on our web site at www.wiley.com under the “About Wiley—Investor Relations—Corporate Governance” captions. Copies are also available free of charge to shareholders on request to the Corporate Secretary, John Wiley & Sons, Inc., 111 River Street, Hoboken, NJ 07030-5774.
| /s/ | |
| President and | |
| Chief Executive Officer | |
| /s/ | |
| Executive Vice President and | |
| Chief Financial | |
| /s/ Edward J. Melando | |
| Edward J. Melando | |
| Senior Vice President, Controller and | |
| Chief Accounting Officer | |
| June 26, |
Report of Independent Registered Public Accounting Firm
The Board of Directors and Shareholders
John Wiley & Sons, Inc.:
We have audited the accompanying consolidated statements of financial position of John Wiley & Sons, Inc. (the “Company”) and subsidiaries as of April 30, 20122015 and 2011,2014, and the related consolidated statements of income, comprehensive (loss) income, cash flows and shareholders’ equity and comprehensive income, and cash flows for each of the years in the three-year period ended April 30, 2012.2015. In connection with our audits of the consolidated financial statements, we also have audited Schedule II on Page 81 of this Form 10-K. These consolidated financial statements and financial statement schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements and financial statement schedule based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of John Wiley & Sons, Inc. and subsidiaries as of April 30, 20122015 and 2011,2014, and the results of their operations and their cash flows for each of the years in the three-year period ended April 30, 2012,2015, in conformity with U.S. generally accepted accounting principles. Also in our opinion, the related financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), John Wiley & Sons, Inc.’s internal control over financial reporting as of April 30, 2012,2015, based on criteria established in Internal Control – Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO)”), and our report dated June 26, 20122015 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.
(signed) KPMG LLP
Short Hills, New Jersey
June 26, 20122015
Report of Independent Registered Public Accounting Firm
The Board of Directors and Shareholders
John Wiley & Sons, Inc.:
We have audited John Wiley & Sons, Inc.’s internal control over financial reporting as of April 30, 2012,2015, based on criteria established in Internal Control – Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). John Wiley & Sons, Inc.’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
A company’s internal control over financial reporting is a process designed 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. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
In our opinion, John Wiley & Sons, Inc. maintained, in all material respects, effective internal control over financial reporting as of April 30, 2012,2015, based on criteria established in Internal Control – Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated statements of financial position of John Wiley & Sons, Inc. and subsidiaries as of April 30, 20122015 and 2011,2014, and the related consolidated statements of income, shareholders’ equity and comprehensive income, and cash flows and shareholders’ equity for each of the years in the three-year period ended April 30, 2012,2015, and our report dated June 26, 20122015 expressed an unqualified opinion on those consolidated financial statements.
(signed) KPMG LLP
Short Hills, New Jersey
June 26, 2012
2015
| CONSOLIDATED STATEMENTS OF FINANCIAL POSITION | ||||
| John Wiley & Sons, Inc., and Subsidiaries | April 30, | |||
| Dollars in thousands | 2015 | 2014 | ||
| Assets: | ||||
| Current Assets | ||||
| Cash and cash equivalents | $ | 457,441 | $ | 486,377 |
| Accounts receivable | 147,183 | 149,733 | ||
| Inventories | 63,779 | 75,495 | ||
| Prepaid and other | 72,516 | 78,057 | ||
| Total Current Assets | 740,919 | 789,662 | ||
| Product Development Assets | 69,589 | 82,940 | ||
| Technology, Property & Equipment | 193,010 | 188,718 | ||
| Intangible Assets | 917,621 | 984,661 | ||
| Goodwill | 962,367 | 903,665 | ||
| Income Tax Deposits | 57,098 | 64,037 | ||
| Other Assets | 63,639 | 63,682 | ||
| Total Assets | $ | 3,004,243 | $ | 3,077,365 |
| Liabilities and Shareholders’ Equity: | ||||
| Current Liabilities | ||||
| Short-term debt | $ | 100,000 | $ | - |
| Accounts and royalties payable | 161,465 | 142,534 | ||
| Deferred revenue | 372,051 | 385,654 | ||
| Accrued employment costs | 93,922 | 118,503 | ||
| Accrued income taxes | 9,484 | 13,324 | ||
| Accrued pension liability | 4,594 | 4,671 | ||
| Other accrued liabilities | 62,167 | 64,901 | ||
| Total Current Liabilities | 803,683 | 729,587 | ||
| Long-Term Debt | 650,090 | 700,100 | ||
| Accrued Pension Liability | 209,727 | 164,634 | ||
| Deferred Income Tax Liabilities | 198,947 | 222,482 | ||
| Other Long-Term Liabilities | 86,756 | 78,314 | ||
| Shareholders’ Equity | ||||
| Preferred Stock, $1 par value: Authorized - 2 million, Issued - zero | - | - | ||
| Class A Common Stock, $1 par value: Authorized - 180 million, | ||||
| Issued – 69,797,994 | 69,798 | 69,798 | ||
| Class B Common Stock, $1 par value: Authorized - 72 million, | ||||
| Issued – 13,392,268 | 13,392 | 13,392 | ||
| Additional paid-in capital | 353,018 | 327,588 | ||
| Retained earnings | 1,597,439 | 1,489,069 | ||
| Accumulated other comprehensive (loss): | ||||
| Foreign currency translation adjustment | (246,854) | (66,664) | ||
| Unamortized retirement costs, net of tax | (159,434) | (123,025) | ||
| Unrealized loss on interest rate swap, net of tax | (345) | (602) | ||
| 1,627,014 | 1,709,556 | |||
| Less Treasury Shares At Cost (Class A – 20,441,767 and 20,231,118; | ||||
| Class B – 3,910,264 and 3,906,707) | (571,974) | (527,308) | ||
| Total Shareholders’ Equity | 1,055,040 | 1,182,248 | ||
| Total Liabilities and Shareholders’ Equity | $ | 3,004,243 | $ | 3,077,365 |
| The accompanying notes are an integral part of the consolidated financial statements. | ||||
| CONSOLIDATED STATEMENTS OF FINANCIAL POSITION | ||||||||
| John Wiley & Sons, Inc., and Subsidiaries | April 30 | |||||||
| Dollars in thousands | 2012 | 2011 | ||||||
| Assets: | ||||||||
| Current Assets | ||||||||
| Cash and cash equivalents | $ | 259,830 | $ | 201,853 | ||||
| Accounts receivable | 171,561 | 168,310 | ||||||
| Inventories | 101,237 | 106,423 | ||||||
| Prepaid and other | 41,972 | 50,904 | ||||||
| Total Current Assets | 574,600 | 527,490 | ||||||
| Product Development Assets | 108,414 | 109,554 | ||||||
| Technology, Property & Equipment | 187,979 | 165,541 | ||||||
| Intangible Assets | 915,495 | 932,730 | ||||||
| Goodwill | 690,619 | 642,898 | ||||||
| Other Assets | 55,839 | 51,928 | ||||||
| Total Assets | $ | 2,532,946 | $ | 2,430,141 | ||||
| Liabilities and Shareholders’ Equity: | ||||||||
| Current Liabilities | ||||||||
| Accounts and royalties payable | $ | 151,350 | $ | 155,262 | ||||
| Deferred revenue | 342,034 | 321,409 | ||||||
| Accrued employment costs | 64,482 | 87,770 | ||||||
| Accrued income taxes | 18,812 | 5,924 | ||||||
| Accrued pension liability | 3,589 | 4,447 | ||||||
| Other accrued liabilities | 60,663 | 57,853 | ||||||
| Current portion of long-term debt | - | 123,700 | ||||||
| Total Current Liabilities | 640,930 | 756,365 | ||||||
| Long-Term Debt | 475,000 | 330,500 | ||||||
| Accrued Pension Liability | 145,815 | 91,594 | ||||||
| Deferred Income Tax Liabilities | 181,716 | 192,909 | ||||||
| Other Long-Term Liabilities | 71,917 | 80,884 | ||||||
| Shareholders’ Equity | ||||||||
| Preferred Stock, $1 par value: Authorized - 2 million, Issued - zero | - | - | ||||||
| Class A Common Stock, $1 par value: Authorized - 180 million, | ||||||||
| Issued – 69,753,370 and 69,749,275 | 69,753 | 69,749 | ||||||
| Class B Common Stock, $1 par value: Authorized - 72 million, | ||||||||
| Issued – 13,436,892 and 13,440,987 | 13,437 | 13,441 | ||||||
| Additional paid-in capital | 271,809 | 247,046 | ||||||
| Retained earnings | 1,300,713 | 1,136,224 | ||||||
| Accumulated other comprehensive loss: | ||||||||
| Foreign currency translation adjustment | (95,981 | ) | (65,808 | ) | ||||
| Unamortized retirement costs, net of tax | (103,381 | ) | (61,636 | ) | ||||
| Unrealized loss on interest rate swap, net of tax | (1,048 | ) | (297 | ) | ||||
| 1,455,302 | 1,338,719 | |||||||
| Less Treasury Shares At Cost (Class A – 19,771,896 and 18,577,704; | ||||||||
| Class B – 3,902,576 and 3,902,576) | (437,734 | ) | (360,830 | ) | ||||
| Total Shareholders’ Equity | 1,017,568 | 977,889 | ||||||
| Total Liabilities and Shareholders’ Equity | $ | 2,532,946 | $ | 2,430,141 | ||||
| The accompanying notes are an integral part of the consolidated financial statements. | ||||||||
CONSOLIDATED STATEMENTS OF INCOME | ||||||
| John Wiley & Sons, Inc., and Subsidiaries | For the years ended April 30, | |||||
| Dollars in thousands, except per share data | 2015 | 2014 | 2013 | |||
| Revenue | $ | 1,822,440 | $ | 1,775,195 | $ | 1,760,778 |
| Costs and Expenses | ||||||
| Cost of sales | 499,683 | 506,879 | 532,232 | |||
| Operating and administrative expenses | 1,005,000 | 969,456 | 933,148 | |||
| Restructuring charges | 28,804 | 42,722 | 29,293 | |||
| Impairment charges | - | 4,786 | 30,679 | |||
| Amortization of intangibles | 51,214 | 44,679 | 41,982 | |||
| Total Costs and Expenses | 1,584,701 | 1,568,522 | 1,567,334 | |||
| Net Gain on Sale of Consumer Publishing Programs | - | - | 5,983 | |||
| Operating Income | 237,739 | 206,673 | 199,427 | |||
| Interest expense | (17,077) | (13,916) | (13,078) | |||
| Foreign exchange transaction gains (losses) | 1,742 | (8) | (2,041) | |||
| Interest income and other | 3,057 | 2,785 | 2,614 | |||
| Income Before Taxes | 225,461 | 195,534 | 186,922 | |||
| Provision for Income Taxes | 48,593 | 35,024 | 42,697 | |||
| Net Income | $ | 176,868 | $ | 160,510 | $ | 144,225 |
| Earnings Per Share | ||||||
| Diluted | $ | 2.97 | $ | 2.70 | $ | 2.39 |
| Basic | 3.01 | 2.73 | 2.43 | |||
| Cash Dividends Per Share | ||||||
| Class A Common | $ | 1.16 | $ | 1.00 | $ | 0.96 |
| Class B Common | 1.16 | 1.00 | 0.96 | |||
| Average Shares | ||||||
| Diluted | 59,594 | 59,514 | 60,224 | |||
| Basic | 58,733 | 58,635 | 59,447 | |||
| The accompanying notes are an integral part of the consolidated financial statements. | ||||||
64
| CONSOLIDATED STATEMENTS OF INCOME | ||||||||||||
| John Wiley & Sons, Inc., and Subsidiaries | For the years ended April 30 | |||||||||||
| Dollars in thousands, except per share data | 2012 | 2011 | 2010 | |||||||||
| Revenue | $ | 1,782,742 | $ | 1,742,551 | $ | 1,699,062 | ||||||
| Costs and Expenses | ||||||||||||
| Cost of sales | 543,396 | 539,043 | 534,001 | |||||||||
| Operating and administrative expenses | 922,177 | 910,847 | 872,193 | |||||||||
| Additional provision for doubtful trade account | - | 9,290 | - | |||||||||
| Impairment and restructuring charges | - | - | 15,118 | |||||||||
| Amortization of intangibles | 36,750 | 35,223 | 35,158 | |||||||||
| Total Costs and Expenses | 1,502,323 | 1,494,403 | 1,456,470 | |||||||||
| Operating Income | 280,419 | 248,148 | 242,592 | |||||||||
| Interest expense | (9,038 | ) | (17,322 | ) | (32,334 | ) | ||||||
| Foreign exchange transaction losses | (2,261 | ) | (2,188 | ) | (10,883 | ) | ||||||
| Interest income and other | 2,975 | 2,422 | 834 | |||||||||
| Income Before Taxes | 272,095 | 231,060 | 200,209 | |||||||||
| Provision for Income Taxes | 59,349 | 59,171 | 56,666 | |||||||||
| Net Income | $ | 212,746 | $ | 171,889 | $ | 143,543 | ||||||
| Earnings Per Share | ||||||||||||
| Diluted | $ | 3.47 | $ | 2.80 | $ | 2.41 | ||||||
| Basic | 3.53 | 2.86 | 2.45 | |||||||||
| Cash Dividends Per Share | ||||||||||||
| Class A Common | $ | 0.80 | $ | 0.64 | $ | 0.56 | ||||||
| Class B Common | 0.80 | 0.64 | 0.56 | |||||||||
| Average Shares | ||||||||||||
| Diluted | 61,272 | 61,359 | 59,679 | |||||||||
| Basic | 60,184 | 60,160 | 58,498 | |||||||||
| The accompanying notes are an integral part of the consolidated financial statements. | ||||||||||||
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME | ||||||
| John Wiley & Sons, Inc., and Subsidiaries | For the years ended April 30, | |||||
| Dollars in thousands | 2015 | 2014 | 2013 | |||
| Net Income | $ | 176,868 | $ | 160,510 | $ | 144,225 |
| Other Comprehensive (Loss) Income: | ||||||
| Foreign currency translation adjustment | (180,190) | 67,875 | (38,558) | |||
| Unrealized retirement costs net of tax (provision) benefit of $15,779; $(12,946) and $16,145, respectively | (36,409) | 20,099 | (39,743) | |||
| Unrealized gain on interest rate swaps net of tax (provision) of $(157); $(225) and $(48), respectively | 257 | 367 | 79 | |||
| Total Other Comprehensive (Loss) Income | (216,342) | 88,341 | (78,222) | |||
| Comprehensive (Loss) Income | $ | (39,474) | $ | 248,851 | $ | $66,003 |
| The accompanying notes are an integral part of the consolidated financial statements. | ||||||
65
| CONSOLIDATED STATEMENTS OF CASH FLOWS | ||||||
| John Wiley & Sons, Inc., and Subsidiaries | For the years ended April 30, | |||||
| Dollars in thousands | 2015 | 2014 | 2013 | |||
| Operating Activities | ||||||
| Net Income | $ | 176,868 | $ | 160,510 | $ | 144,225 |
| Adjustments to reconcile net income to net cash provided by operating activities | ||||||
| Amortization of intangibles | 51,214 | 44,679 | 41,982 | |||
| Amortization of composition costs | 40,639 | 45,097 | 51,517 | |||
| Depreciation of technology, property and equipment | 62,072 | 58,321 | 56,017 | |||
| Restructuring and impairment charges | 28,804 | 47,508 | 59,972 | |||
| Net gain on sale of consumer publishing programs | - | - | (5,983) | |||
| Deferred tax benefits on U.K. rate changes | - | (10,634) | (8,402) | |||
| Share-based compensation | 13,617 | 12,851 | 11,928 | |||
| (Excess) shortfalls in tax benefits from share-based compensation | (3,191) | 1,466 | (193) | |||
| Employee retirement plan expense | 22,599 | 30,454 | 35,938 | |||
| Royalty advances | (103,136) | (107,639) | (105,335) | |||
| Earned royalty advances | 108,314 | 107,529 | 100,691 | |||
| Other non-cash credits, net | (8,046) | (3,626) | (3,708) | |||
| Income tax deposit | (5,280) | (11,968) | (42,077) | |||
| Changes in Operating Assets and Liabilities | ||||||
| Source (Use), excluding acquisitions | ||||||
| Accounts receivable | 4,488 | 18,558 | 18,118 | |||
| Inventories | 9,696 | 11,146 | 11,501 | |||
| Accounts and royalties payable | 31,305 | 7,297 | (5,748) | |||
| Deferred revenue | 3,913 | (750) | 32,822 | |||
| Income taxes payable | 8,330 | (14,131) | 1,429 | |||
| Restructuring payments | (32,341) | (28,276) | (5,641) | |||
| Other accrued liabilities | (10,901) | 30,581 | (6,121) | |||
| Employee retirement plan contributions | (28,503) | (33,889) | (36,704) | |||
| Other | (15,339) | (16,860) | (9,191) | |||
| Cash Provided by Operating Activities | 355,122 | 348,224 | 337,037 | |||
| Investing Activities | ||||||
| Composition spending | (39,421) | (40,568) | (50,434) | |||
| Additions to technology, property and equipment | (69,121) | (57,564) | (58,704) | |||
| Acquisitions, net of cash acquired | (172,229) | (54,515) | (263,272) | |||
| Proceeds from sale of consumer publishing programs | 1,100 | 3,300 | 29,942 | |||
| Cash Used for Investing Activities | (279,671) | (149,347) | (342,468) | |||
| Financing Activities | ||||||
| Repayment of long-term debt | (711,654) | (658,224) | (472,500) | |||
| Borrowings of long-term debt | 659,369 | 685,324 | 670,500 | |||
| Borrowing of short-term debt | 100,000 | - | - | |||
| Purchase of treasury stock | (61,981) | (63,393) | (73,721) | |||
| Change in book overdrafts | (6,711) | (12,354) | (451) | |||
| Cash dividends | (68,498) | (58,953) | (57,426) | |||
| Proceeds from exercise of stock options and other | 25,326 | 55,532 | 23,806 | |||
| Excess (shortfalls ) in tax benefits from share-based compensation | 3,191 | (1,466) | 193 | |||
| Cash (Used for) Provided by Financing Activities | (60,958) | (53,534) | 90,401 | |||
| Effects of Exchange Rate Changes on Cash | (43,429) | 6,894 | (10,660) | |||
| Cash and Cash Equivalents | ||||||
| (Decrease) Increase for year | (28,936) | 152,237 | 74,310 | |||
| Balance at beginning of year | 486,377 | 334,140 | 259,830 | |||
| Balance at end of year | 457,441 | 486,377 | 334,140 | |||
| Cash Paid During the Year for | ||||||
| Interest | $ | 14,875 | $ | 12,511 | $ | 12,081 |
| Income taxes, net | $ | 45,646 | $ | 63,815 | $ | 56,021 |
| The accompanying notes are an integral part of the consolidated financial statements | ||||||
66
| CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY | |||||||
Common Stock Class A | Common Stock Class B | Additional Paid-in Capital | Retained Earnings | Treasury Stock | Accumulated Other Comp- rehensive Income (Loss) | Total Share- holder’s Equity | |
| John Wiley & Sons, Inc., and Subsidiaries | |||||||
| Dollars in thousands | |||||||
| Balance at April 30, 2012 | $69,753 | $13,437 | $271,809 | $1,300,713 | $(437,734) | $(200,410) | $1,017,568 |
| Restricted Shares Issued under Share-based Compensation Plans | (5,936) | 5,559 | (377) | ||||
| Proceeds from Exercise of Stock Options and other | 12,768 | 11,420 | 24,188 | ||||
| Excess Tax Benefits from Share-based Compensation | 193 | 193 | |||||
| Share-based compensation expense | 11,928 | 11,928 | |||||
| Purchase of Treasury Shares | (73,721) | (73,721) | |||||
| Class A Common Stock Dividends | (48,290) | (48,290) | |||||
| Class B Common Stock Dividends | (9,136) | (9,136) | |||||
| Common Stock Class Conversions | 40 | (40) | - | ||||
| Comprehensive Income (Loss) | 144,225 | (78,222) | 66,003 | ||||
| Balance at April 30, 2013 | $69,793 | $13,397 | $290,762 | $1,387,512 | $(494,476) | $(278,632) | $988,356 |
| Restricted Shares Issued under Share-based Compensation Plans | (5,962) | 6,144 | 182 | ||||
| Proceeds from Exercise of Stock Options and other | 31,403 | 24,417 | 55,820 | ||||
| Shortfall in Tax Benefits from Share-based Compensation | (1,466) | (1,466) | |||||
| Share-based compensation expense | 12,851 | 12,851 | |||||
| Purchase of Treasury Shares | (63,393) | (63,393) | |||||
| Class A Common Stock Dividends | (51,842) | (51,842) | |||||
| Class B Common Stock Dividends | (7,111) | (7,111) | |||||
| Common Stock Class Conversions | 5 | (5) | - | ||||
| Comprehensive Income | 160,510 | 88,341 | 248,851 | ||||
| Balance at April 30, 2014 | $69,798 | $13,392 | $327,588 | $1,489,069 | $(527,308) | $(190,291) | $1,182,248 |
| Restricted Shares Issued under Share-based Compensation Plans | (3,471) | 4,085 | 614 | ||||
| Proceeds from Exercise of Stock Options and other | 12,093 | 13,230 | 25,323 | ||||
| Excess Tax Benefits from Share-based Compensation | 3,191 | 3,191 | |||||
| Share-based compensation expense | 13,617 | 13,617 | |||||
| Purchase of Treasury Shares | (61,981) | (61,981) | |||||
| Class A Common Stock Dividends | (57,541) | (57,541) | |||||
| Class B Common Stock Dividends | (10,957) | (10,957) | |||||
| Common Stock Class Conversions | - | - | - | ||||
| Comprehensive Income (Loss) | 176,868 | (216,342) | (39,474) | ||||
| Balance at April 30, 2015 | $69,798 | $13,392 | $353,018 | $1,597,439 | $(571,974) | $(406,633) | $1,055,040 |
The accompanying notes are an integral part of the consolidated financial statements. | |||||||
| CONSOLIDATED STATEMENTS OF CASH FLOWS | ||||||||||||
| John Wiley & Sons, Inc., and Subsidiaries | For the years ended April 30 | |||||||||||
| Dollars in thousands | 2012 | 2011 | 2010 | |||||||||
| Operating Activities | ||||||||||||
| Net Income | $ | 212,746 | $ | 171,889 | $ | 143,543 | ||||||
| Adjustments to reconcile net income to net cash provided by operating activities | ||||||||||||
| Amortization of intangibles | 36,750 | 35,223 | 35,158 | |||||||||
| Amortization of composition costs | 50,944 | 51,421 | 47,440 | |||||||||
| Depreciation of technology, property and equipment | 50,397 | 45,862 | 40,281 | |||||||||
| Provisions, impairment and restructuring charges (net of tax) | - | 6,039 | 10,631 | |||||||||
| Stock-based compensation | 17,262 | 17,719 | 24,842 | |||||||||
| Excess tax benefits from stock-based compensation | (2,044 | ) | (4,816 | ) | (7,636 | ) | ||||||
| Reserves for returns, doubtful accounts, and obsolescence | (3,736 | ) | 4,449 | 18,916 | ||||||||
| Deferred tax benefits on U.K. rate changes | (8,769 | ) | (4,155 | ) | - | |||||||
| Deferred income taxes | 11,799 | 9,862 | 9,481 | |||||||||
| Foreign exchange transaction losses | 2,261 | 2,188 | 10,883 | |||||||||
| Pension expense | 20,975 | 25,633 | 20,319 | |||||||||
| Royalty advances | (108,716 | ) | (101,702 | ) | (103,783 | ) | ||||||
| Earned royalty advances | 100,639 | 93,016 | 80,993 | |||||||||
| Changes in Operating Assets and Liabilities | ||||||||||||
| Source/(Use), excluding acquisitions | ||||||||||||
| Accounts receivable | 9,605 | (5,584 | ) | (9,004 | ) | |||||||
| Inventories | 4,467 | 7,453 | 13,960 | |||||||||
| Accounts and royalties payable | 540 | 6,425 | (15,585 | ) | ||||||||
| Deferred revenue | 19,381 | 32,032 | 21,626 | |||||||||
| Income taxes payable | 27,835 | 19,455 | 10,887 | |||||||||
| Other accrued liabilities | (37,076 | ) | (7,810 | ) | 15,908 | |||||||
| Pension contributions | (24,939 | ) | (24,782 | ) | (48,124 | ) | ||||||
| Other | (673 | ) | (4,198 | ) | (5,730 | ) | ||||||
| Cash Provided by Operating Activities | 379,648 | 375,619 | 315,006 | |||||||||
| Investing Activities | ||||||||||||
| Composition spending | (52,501 | ) | (51,471 | ) | (51,584 | ) | ||||||
| Additions to technology, property and equipment | (67,377 | ) | (54,393 | ) | (48,110 | ) | ||||||
| Acquisitions, net of cash acquired | (92,174 | ) | (7,166 | ) | (6,430 | ) | ||||||
| Cash Used for Investing Activities | (212,052 | ) | (113,030 | ) | (106,124 | ) | ||||||
| Financing Activities | ||||||||||||
| Repayment of long-term debt | (888,411 | ) | (504,800 | ) | (951,010 | ) | ||||||
| Borrowings of long-term debt | 909,211 | 310,000 | 777,610 | |||||||||
| Purchase of treasury stock | (87,072 | ) | (27,958 | ) | - | |||||||
| Change in book overdrafts | (4,414 | ) | (1,185 | ) | 9,707 | |||||||
| Cash dividends | (48,257 | ) | (38,764 | ) | (32,986 | ) | ||||||
| Debt financing costs | (3,119 | ) | - | - | ||||||||
| Proceeds from exercise of stock options and other | 15,303 | 27,847 | 32,625 | |||||||||
| Excess tax benefits from stock-based compensation | 2,044 | 4,816 | 7,636 | |||||||||
| Cash Used for Financing Activities | (104,715 | ) | (230,044 | ) | (156,418 | ) | ||||||
| Effects of Exchange Rate Changes on Cash | (4,904 | ) | 15,795 | (1,779 | ) | |||||||
| Cash and Cash Equivalents | ||||||||||||
| Increase for year | 57,977 | 48,340 | 50,685 | |||||||||
| Balance at beginning of year | 201,853 | 153,513 | 102,828 | |||||||||
| Balance at end of year | 259,830 | 201,853 | 153,513 | |||||||||
| Cash Paid During the Year for | ||||||||||||
| Interest | $ | 7,745 | $ | 19,686 | $ | 33,186 | ||||||
| Income taxes, net | $ | 42,841 | $ | 37,822 | $ | 33,358 | ||||||
The accompanying notes are an integral part of the consolidated financial statements. | ||||||||||||
| CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY | |||||||
| AND COMPREHENSIVE INCOME | |||||||
Common Stock Class A | Common Stock Class B | Additional Paid-in Capital | Retained Earnings | Treasury Stock | Accumulated Other Comp- rehensive Income (Loss) | Total Share- holder’s Equity | |
| John Wiley & Sons, Inc., and Subsidiaries | |||||||
| Dollars in thousands | |||||||
| Balance at April 30, 2009 | $69,644 | $13,547 | $164,592 | $892,542 | $(368,411) | $(258,398) | $513,516 |
| Shares Issued Under Employee Benefit Plans | (4,008) | 5,166 | 1,158 | ||||
| Exercise of Stock Options, including taxes | 22,892 | 16,189 | 39,081 | ||||
| Stock-based compensation expense | 24,842 | 24,842 | |||||
| Class A Common Stock Dividends | (27,607) | (27,607) | |||||
| Class B Common Stock Dividends | (5,379) | (5,379) | |||||
| Other | 62 | (62) | 2,530 | 2,530 | |||
| Comprehensive Income (Loss): | |||||||
| Net income | 143,543 | 143,543 | |||||
| Foreign currency translation gain | 60,292 | 60,292 | |||||
| Change in unamortized retirement costs, net of a $18,657 tax benefit | (38,975) | (38,975) | |||||
| Change in unrealized loss on interest rate swap, net of a $5,685 tax provision | 9,435 | 9,435 | |||||
| Total Comprehensive Income | 174,295 | ||||||
| Balance at April 30, 2010 | $69,706 | $13,485 | $210,848 | $1,003,099 | $(347,056) | $(227,646) | $722,436 |
| Shares Issued Under Employee Benefit Plans | (3,321) | 4,524 | 1,203 | ||||
| Purchase of Treasury Shares | (27,958) | (27,958) | |||||
| Exercise of Stock Options, including taxes | 21,800 | 9,660 | 31,460 | ||||
| Stock-based compensation expense | 17,719 | 17,719 | |||||
| Class A Common Stock Dividends | (32,648) | (32,648) | |||||
| Class B Common Stock Dividends | (6,116) | (6,116) | |||||
| Other | 43 | (44) | (1) | ||||
| Comprehensive Income: | |||||||
| Net income | 171,889 | 171,889 | |||||
| Foreign currency translation gain | 76,923 | 76,923 | |||||
| Change in unamortized retirement costs, net of a $7,490 tax provision | 19,317 | 19,317 | |||||
| Change in unrealized loss on interest rate swap, net of a $2,208 tax provision | 3,665 | 3,665 | |||||
| Total Comprehensive Income | 271,794 | ||||||
| Balance at April 30, 2011 | $69,749 | $13,441 | $247,046 | $1,136,224 | $(360,830) | $(127,741) | $977,889 |
| Shares Issued Under Employee Benefit Plans | (1,622) | 3,042 | 1,420 | ||||
| Purchase of Treasury Shares | (87,072) | (87,072) | |||||
| Exercise of Stock Options, including taxes | 9,123 | 7,126 | 16,249 | ||||
| Stock-based compensation expense | 17,262 | 17,262 | |||||
| Class A Common Stock Dividends | (40,627) | (40,627) | |||||
| Class B Common Stock Dividends | (7,630) | (7,630) | |||||
| Other | 4 | (4) | - | ||||
| Comprehensive Income (Loss): | |||||||
| Net income | 212,746 | 212,746 | |||||
| Foreign currency translation loss | (30,173) | (30,173) | |||||
| Change in unamortized retirement costs, net of a $18,643 tax benefit | (41,745) | (41,745) | |||||
| Change in unrealized loss on interest rate swap, net of a $453 tax benefit | (751) | (751) | |||||
| Total Comprehensive Income | 140,077 | ||||||
| Balance at April 30, 2012 | $69,753 | $13,437 | $271,809 | $1,300,713 | $(437,734) | $(200,410) | $1,017,568 |
| The accompanying notes are an integral part of the consolidated financial statements. | |||||||
Notes to Consolidated Financial Statements
Note 1 – Description of Business
The Company, founded in 1807, was incorporated in the state of New York on January 15, 1904. As used herein the term “Company” means John Wiley & Sons, Inc., and its subsidiaries and affiliated companies, unless the context indicates otherwise.
The Company is a global provider of knowledge and knowledge-enabled services that improve outcomes in areas of research, professional practice and education. Through the Research segment, the Company provides contentdigital and content-enabled digital services to customers worldwide. Core businesses produceprint scientific, technical, medical and scholarly journals, reference works, books, database services and advertising; professionaladvertising. The Professional Development segment provides digital and print books, subscription products, certificationemployment talent solutions, online assessment and training services, and online applications;test prep and educationalcertification. In Education, the Company provides print and digital content, and services. Education contenteducation solutions including online program management services for higher education institutions and services includes integrated online teachingcourse management tools for instructors and learning resources for undergraduate and graduate students, educators, and lifelong learners worldwide as well as secondary school students in Australia.students. The Company takes full advantage of its content from all three core businesses in developing and cross-marketing products to its diverse customer base of researchers, professionals, students, and educators. The use of technology enables the Company to make its content efficiently more accessible to its customers around the world. The Company maintains publishing, marketing, and distribution centersCompany’s operations are primarily located in the United States, Canada, Europe, Asia, and Australia.
Note 2 - Summary of Significant Accounting Policies
Principles of Consolidation: The consolidated financial statements include the accounts of the Company. Investments in entities in which the Company has at least a 20%, but less than a majority interest, are accounted for using the equity method of accounting. Investments in entities in which the Company has less than a 20% ownership and in which it does not exercise significant influence are accounted for using the cost method of accounting. All intercompany accounts and transactions have been eliminated in consolidation.
Use of Estimates: The preparation of the Company’s financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.
Reclassifications: Certain prior year amounts have been reclassified to conform to the current year’s presentation.
Book Overdrafts: Under the Company’s cash management system, a book overdraft balance exists for the Company’s primary disbursement accounts. This overdraft represents uncleared checks in excess of cash balances in individual bank accounts. The Company’s funds are transferred from other existing bank account balances or from lines of credit as needed to fund checks presented for payment. As of April 30, 20122015 and April 30, 2011,2014, book overdrafts of $35.6$16.1 million and $40.0$22.8 million, respectively, were included in Accounts and Royalties Payable in the Consolidated Statements of Financial Position.
Revenue Recognition: The Company recognizes revenue when the following criteria are met: persuasive evidence that an arrangement exists; delivery has occurred or services have been rendered; the price to the customer is fixed or determinable; and collectability is reasonably assured. If all of the above criteria have been met, revenue is recognized upon shipment of products or when services have been rendered. Subscription revenue isRevenue related to journal subscriptions and other products and services that are generally collected in advance. The prepayment isadvance are deferred and recognized as earned primarily when the related issue is shipped, or made available online overor the term of the subscription.service is rendered. Collectability is evaluated based on the amount involved, the credit history of the customer, and the status of the customer’s account with the Company.
The Company offers an alternative digital journal subscription license model to subscribers in certain markets. Under this alternative model, the Company provides access to all journal content published within a calendar year. Under the Company’s previous licensing model, a customer subscribed to a discrete number of online journal issues and revenue was recognized as each issue was made available online. Based on the success of the program to date, the Company will expand its alternative model offering in calendar year 2016. The new time-based model will result in substantially all digital journal subscription revenue recognized on a straight-line basis over the calendar year.
When a product is sold with multiple deliverables, the Company accounts for each deliverable within the arrangement as a separate unit of accounting due to the fact that each deliverable is also sold on a stand-alone basis. The total consideration of a multiple-element arrangement is allocated to each unit of accounting based on the price charged by the Company when it is sold separately. The Company’s multiple deliverable arrangements principally include WileyPLUS, the online teaching and learning environmentcourse management tool for the Company’s Global Education business which also includes a complete print or digital textbook for the course, as well ascourse; negotiated licenses for bundles of electronicdigital content available on Wiley Online Library, the online publishing platform for the Company’s STMS business.Research business; and test preparation, assessment, certification and training services sold by the Professional Development business which can include bundles of print and digital content and online workflow solutions.
Cash Equivalents: Cash equivalents consist of highly liquid investments with an original maturity of three months or less and are stated at cost plus accrued interest, which approximates market value.
Allowance for Doubtful Accounts: The estimated allowance for doubtful accounts is based on a review of the aging of the accounts receivable balances, historical write-off experience, credit evaluations of customers and current market conditions. A change in the evaluation of a customer’s credit could affect the estimated allowance. The allowance for doubtful accounts is shown as a reduction of Accounts Receivable in the Consolidated Statements of Financial Position and amounted to $6.9$8.3 million and $19.6$7.9 million as of April 30, 20122015 and 2011,2014, respectively. The decrease was primarily due to the write-off of the Borders accounts receivable which was provided for in fiscal year 2011 as disclosed in Note 9.
Sales Return Reserves: The process which the Company uses to determine its sales returns and the related reserve provision charged against revenue is based on applying an estimated return rate to current year returnable print book sales. This rate is based upon an analysis of actual historical return experience in the various markets and geographic regions in which the Company does business. The Company collects, maintains and analyzes significant amounts of sales returns data for large volumes of homogeneous transactions. This allows the Company to make reasonable estimates of the amount of future returns. All available data is utilized to identify the returns by market and as to which fiscal year the sales returns apply. This enables management to track the returns in detail and identify and react to trends occurring in the marketplace, with the objective of being able to make the most informed judgments possible in setting reserve rates. Associated with the estimated sales return reserves, the Company also includes a related reduction in inventory and royalty costs as a result of the expected returns.
Net print book sales return reserves amounted to $35.8$25.3 million and $48.9$28.6 million as of April 30, 20122015 and 2011,2014, respectively.
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The reserves are reflected in the following accounts of the Consolidated Statements of Financial Position – increase (decrease): as of April 30:
| 2012 | 2011 | ||
| Accounts Receivable | $(48,612) | $(65,664) | |
| Inventory | 7,246 | 9,485 | |
| Accounts and Royalties Payable | (5,593) | (7,270) | |
| Decrease in Net Assets | $(35,773) | $(48,909) |
| 2015 | 2014 | ||
| Accounts Receivable | $(37,300) | $(41,102) | |
| Inventories | 6,555 | 6,774 | |
| Accounts and Royalties Payable | (5,405) | (5,695) | |
| Decrease in Net Assets | $(25,340) | $(28,633) |
Inventories: Inventories are carried at the lower of cost or market. U.S. book inventories aggregating $60.7$35.7 million and $60.1$41.3 million at April 30, 20122015 and 2011,2014, respectively, are valued using the last-in, first-out (LIFO) method. All other inventories are valued using the first-in, first-out (FIFO) method.
Reserve for Inventory Obsolescence: A reserve for inventory obsolescence is estimated based on a review of damaged, obsolete, or otherwise unsalable inventory. The review encompasses historical unit sales trends by title; current market conditions, including estimates of customer demand compared to the number of units currently on hand; and publication revision cycles. The inventory obsolescence reserve is reported as a reduction of the InventoryInventories balance in the Consolidated Statements of Financial Position and amounted to $33.9$21.9 million and $36.9$25.1 million as of April 30, 20122015 and 2011,2014, respectively.
Product Development Assets: Product development assets consist of composition costs and royalty advances. Costs associated with developing a publication are expensed until the product is determined to be commercially viable. Composition costs represent the costs incurred to bring an edited commercial manuscript to publication, which include typesetting, proofreading, design, illustration costs, and digital formatting. Composition costs are capitalized and are generally amortized on a double-declining basis over their estimated useful lives, ranging from 1 to 3 years. Royalty advances are capitalized and, upon publication, are recoveredexpensed as royalties earned based on sales of the published works. Royalty advances are reviewed for recoverability and a reserve for loss is maintained, if appropriate.
Shipping and Handling Costs: Costs incurred for third party shipping and handling are reflected in the Operating and Administrative Expenses line item in the Consolidated Statements of Income. The Company incurred $50.4$42.5 million, $52.5$42.2 million and $55.6$46.0 million in shipping and handling costs in fiscal years 2012, 20112015, 2014 and 2010,2013, respectively.
Advertising Expense: Advertising costs are expensed as incurred. The Company incurred $24.3$40.8 million, $27.1$35.2 million and $26.0$29.2 million in advertising costs in fiscal years 2012, 20112015, 2014 and 2010,2013, respectively.
Technology, Property and Equipment: Technology, property and equipment is recorded at cost. Major renewals and improvements are capitalized, while maintenance and repairs are expensed as incurred.
Technology, property and equipment is depreciated using the straight-line method based upon the following estimated useful lives: Buildings and Leasehold Improvements – the lessorlesser of the estimated useful life of the asset up to 40 years or the duration of the lease; Furniture and Fixtures - 3 to 10 years; Computer Hardware and Software - 3 to 10 years.
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Costs incurred for computer software developed or obtained for internal use are capitalized during the application development stage and expensed as incurred during the preliminary project and post-implementation stages. Costs incurred during the application development stage include costs of materials and services, and payroll and payroll-related costs for employees who are directly associated with the software project. Such costs are amortized over the expected useful life of the related software which is generally 3 to 6 years. Maintenance, training, and upgrade costs that do not result in additional functionality are expensed as incurred.
Allocation of Acquisition Purchase Price to Assets Acquired and Liabilities Assumed: In connection with acquisitions, the Company allocates the cost of the acquisition to the assets acquired and the liabilities assumed based on the estimates of fair value for such items, including goodwill, other intangible assets and technology acquired. Such estimates include discounted estimated cash flows to be generated by those assets and the expected useful lives based on historical experience, current market trends, and synergies to be achieved from the acquisition and the expected tax basis of assets acquired. The Company may use an independent appraisera third party valuation consultant to assist in the determination of such estimates.
Goodwill and Indefinite-lived Intangible Assets: Goodwill is the excess of the purchase price paid over the fair value of the net assets of the business acquired. IntangibleIndefinite-lived intangible assets principallyprimarily consist of brands, trademarks, content and publicationpublishing rights customer relationships and non-compete agreements.are typically characterized by intellectual property with a long and well-established revenue stream resulting from strong and well-established imprint/brand recognition in the market. Goodwill and indefinite-lived intangible assets are not amortized but are reviewed annually for impairment, or more frequently if events or changes in circumstances indicate the asset might be impaired. The Company evaluates the recoverability of indefinite-lived intangible assets by comparing the fair value of the intangible asset to its carrying value.
To evaluate the recoverability of goodwill, the Company uses a two-step impairment test approach at the reporting unit level. In the first step, the estimated fair value of the entire reporting unit is compared to its carrying value including goodwill. If the fair value of the reporting unit is less than the carrying value, a second step is performed to determine the charge for goodwill impairment. In the second step, the Company determines an implied fair value of the reporting unit’s goodwill by determining the fair value of the individual assets and liabilities (including any previouspreviously unrecognized intangible assets) of the reporting unit other than goodwill. The resulting implied fair value of the goodwill is compared to the carrying amount and an impairment charge is recognized for the difference.
In certain circumstances, the Company uses a qualitative assessment as an alternative to the two-step test approach. Under this approach certain market, industry and financial performance factors are considered to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If that is the case, the two-step approach described above is then performed to evaluate the recoverability of goodwill.
Intangible Assets with Finite Lives and Other Long-Lived Assets: Finite-lived intangible assets principally consist of brands, trademarks, content and publication rights, customer relationships and non-compete agreements and are amortized over their estimated useful lives. The most significant factors in determining the estimated lifelives of these intangibles isare the history and longevity of the brands, trademarks and content and publication rights acquired, combined with the strength of cash flows. Content and publishing rights that have an indefinite life are typically characterized by intellectual property with a long and well-established revenue stream resulting from strong and well-established imprint/brand recognition in the market. Content and publication rights, trademarks, customer relationships and brands with finite lives are amortized on a straight-line basis over periods ranging from 5 to 40 years. Non-compete agreements are amortized over the terms of the individual agreement, generally up to 5 years.
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Intangible assets with finite lives as of April 30, 2015 are amortized on a straight line basis over the following weighted average estimated useful lives: acquiredcontent and publishing rights – 3632 years; customer relationships – 2019 years; brands and trademarks – 11 years; non-compete agreements – 35 years.
Derivative Financial Instruments: The Company, from time to time, enters into forward exchange and interest rate swap contracts as a hedge against foreign currency asset and liability commitments, changes in interest rates and anticipated transaction exposures, including intercompany purchases. The Company’sAll derivatives are recognized as assets or liabilities and measured at fair value. Derivatives that are not determined to be effective hedges are adjusted to fair value with a corresponding chargeadjustment to earnings. The Company does not use financial instruments for trading or speculative purposes.
Foreign Currency Gains/Losses: The Company maintains operations in many non-U.S. locations. Assets and liabilities are translated into U.S. dollars using end of period exchange rates and revenues and expense are translated into U.S. dollars using weighted average rates. The Company’s significant investments in non-U.S. businesses are exposed to foreign currency risk. Foreign currency translation adjustments are accumulated and reported as a separate component of Accumulated Other Comprehensive Loss within Shareholders’ Equity. The Company’s significant investments in non-U.S. businesses are exposed to foreign currency risk. During fiscal year 2012,2015, the Company recorded $30.2$180.2 million of foreign currency translation losses primarily due to the strengthening of the U.S. dollar relative to the British pound sterling, euro and euro.Australian dollar. Foreign currency transaction gains or losses are recognized in the Consolidated Statements of Income as incurred.
Share-Based Compensation: The Company recognizes share-based compensation expense based on the fair value of the share-based awards on the grant date, reduced by an estimate for future forfeited awards. As such, share-based compensation expense is only recognized for those awards that are expected to ultimately vest. The fair value of share-based awards is recognized in net income on a straight-line basis over the requisite service period. Share-based compensation expense associated with performance-based stock awards is based on actual financial results for targets established three years in advance. The cumulative effect on current and prior periods of a change in the estimated number of performance share awards, or estimated forfeiture rate, is recognized as an adjustment to earnings in the period of the revision.
Recently Issued Accounting Standards:In October 2009,May 2014, the FASBFinancial Accounting Standards Board (“FASB”) issued ASU 2009-132014-09 "Revenue from Contracts with Customers" (Topic 606) (“ASU 2014-09”), and the International Accounting Standards Board (“IASB”) published its equivalent standard, International Financial Reporting Standard (“IFRS”) 15, “Revenue Recognition (Topic 605): Multiple-Deliverable Revenue Arrangements” (“ASU 2009-13”)from Contracts with Customers”. ASU 2009-13 addressesThese joint comprehensive new revenue recognition standards will supersede most existing revenue recognition guidance and are intended to improve and converge revenue recognition and related financial reporting requirements. The standard is effective for the accountingCompany on May 1, 2017 with early adoption prohibited. The standard allows for multiple-deliverable arrangementseither “full retrospective” adoption, meaning the standard is applied to enable vendorsall periods presented, or “cumulative effect” adoption, meaning the standard is applied only to account for products and services separately rather than as a combined unit. Specifically, this guidance amends the existing criteria for separating consideration receivedmost current period presented in multiple-deliverable arrangements, eliminates the residual method of allocation and requires that arrangement consideration be allocated atfinancial statements. The Company is currently assessing whether the inceptionadoption of the arrangement to all deliverables using the relative selling price method. The guidance also establishes a hierarchy for determining the selling price of a deliverable, which is based on vendor-specific objective evidence; third-party evidence; or management estimates. Expanded disclosures related to the Company’s multiple-deliverable revenue arrangements are also required. The new guidance was adopted by the Company for all revenue arrangements entered into or materially modified on and after May 1, 2011 and did notwill have a significant impact on the Company’sits consolidated financial statements.
In April 2015, the FASB issued ASU 2015-03 "Interest- Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs" (“ASU 2015-03”). The ASU requires that debt issuance costs related to a recognized debt liability be presented on the balance sheet as a direct deduction from the carrying amount of that debt liability. Previously, debt issuance costs were recognized as assets on the balance sheet. The recognition and measurement guidance for debt issuance costs are not affected by the amendments in this ASU. The standard is effective for the Company on May 1, 2016, with early adoption permitted, and requires retrospective application to all prior periods presented in the financial statements. Although the new guidance will have no impact on the Company’s results of operations, the debt issuance costs presented as assets within the Company’s Consolidated Statement of Financial Position ($1.4 million as of April 30, 2015) will be reclassified as reductions of the related debt liability when the guidance is adopted.
In April 2015, the FASB issued ASU 2015-05 "Intangibles- Goodwill and Other- Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Fees Paid in Cloud Computing Arrangements" (“ASU 2015-05”). Cloud computing arrangements represent the delivery of hosted services over the internet which include software, platforms, infrastructure and other hosting arrangements. The ASU provides criteria to determine whether the cloud computing arrangement includes a software license. If the criteria are met, the customer will capitalize the fee attributable to the software license portion of the arrangement as internal-use software. If the arrangement does not include a software license, it should be treated as a service contract and expensed as services are received. The standard is effective for the Company on May 1, 2016 with early adoption permitted. An entity can elect to adopt either prospectively for all arrangements entered into after the effective date or retrospectively. The Company is currently assessing whether the adoption of the guidance will have a significant impact on its consolidated financial statements.
Note 3 – Reconciliation of Weighted Average Shares Outstanding
A reconciliation of the shares used in the computation of earnings per share for the years ended April 30 follows (in thousands):
| 2012 | 2011 | 2010 | 2015 | 2014 | 2013 | |
| Weighted Average Shares Outstanding | 60,387 | 60,515 | 58,897 | 59,004 | 58,925 | 59,672 |
| Less: Unearned Restricted Shares | (203) | (355) | (399) | (271) | (290) | (225) |
| Shares Used for Basic Earnings Per Share | 60,184 | 60,160 | 58,498 | 58,733 | 58,635 | 59,447 |
| Dilutive Effect of Stock Options and Other Stock Awards | 1,088 | 1,199 | 1,181 | 861 | 879 | 777 |
| Shares Used for Diluted Earnings Per Share | 61,272 | 61,359 | 59,679 | 59,594 | 59,514 | 60,224 |
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Note 4 – Inscape Acquisition4- Accumulated Other Comprehensive Loss
Changes in Accumulated Other Comprehensive Loss by component, net of tax, for the fiscal years ended April 30, 2015 and 2014 were as follows (in thousands):
| Foreign | Unamortized | Interest | |||||
| Currency | Retirement | Rate | |||||
| Translation | Costs | Swaps | Total | ||||
| Balance at April 30, 2013 | $(134,539) | $(143,124) | $(969) | $(278,632) | |||
| Other comprehensive income (loss) before reclassifications | 67,875 | 10,464 | (431) | 77,908 | |||
| Reclassification of amounts to Consolidated Statements of Income | - | 9,635 | 798 | 10,433 | |||
| Total other comprehensive income | 67,875 | 20,099 | 367 | 88,341 | |||
| Balance at April 30, 2014 | $(66,664) | $(123,025) | $(602) | $(190,291) | |||
| Other comprehensive income (loss) before reclassifications | (180,190) | (42,347) | (783) | (223,320) | |||
| Reclassification of amounts to Consolidated Statements of Income | - | 5,938 | 1,040 | 6,978 | |||
| Total other comprehensive income (loss) | (180,190) | (36,409) | 257 | (216,342) | |||
| Balance at April 30, 2015 | $(246,854) | $(159,434) | $(345) | $(406,633) |
For the fiscal years ended April 30, 2015 and 2014, pre-tax actuarial losses included in Unamortized Retirement Costs of approximately $7.8 million and $13.4 million, respectively, were amortized from Accumulated Other Comprehensive Loss and recognized as pension expense in Operating and Administrative Expenses in the Consolidated Statements of Income.
Note 5 – Acquisitions
CrossKnowledge:
On February 16, 2012,May 1, 2014, the Company acquired all of the stock of Inscape Holdings, Inc.CrossKnowledge Group Limited (“Inscape”CrossKnowledge”) for approximately $85$166 million in cash, net of cash acquired. InscapeCrossKnowledge is a leading provider of workplace learning solutions including DiSC®-basedprovider focused on leadership and managerial skills development that offers subscription-based, digital learning solutions for global corporations, universities, and small and medium-sized enterprises. CrossKnowledge’s solutions include a variety of managerial and leadership skills assessments, courses, certifications, content and executive training products,programs that develop critical interpersonal business skills.are delivered on a cloud-based LMS platform with over 19,000 learning objects in 17 languages. CrossKnowledge serves over five million end-users in 80 countries. CrossKnowledge reported approximately $37 million of revenue and approximately $5 million of operating income in its fiscal year ended June 30, 2013. For the fiscal year ended April 30, 2015, CrossKnowledge’s revenue and operating loss included in Wiley’s results was $42.0 million and $5.1 million, respectively. The acquisition will enable Wiley’s Professional/Trade business to capitalize on both companies’ content, assets, and relationships, enhance its global reach, and move more rapidly into digital delivery within the growing workplace learning and assessment market. Inscape was generating approximately $20$166 million annually in revenue prior to the acquisition. The purchase price of $85 million was allocated $56.8 million to Goodwill, $43.9 million to identifiable long-lived intangible assets, comprised primarily ofmainly customer relationships and content ($63.0 million); technology and trademarks, with the remainder allocated to($6.3 million); long-term deferred tax liabilities ($21.5 million); negative working capital ($4.3 million); and working capital.goodwill ($122.5 million). The customer relationships, content,fair value of intangible assets and technology acquired was based on management’s assessment performed with the assistance of a third party valuation consultant. Goodwill represents the excess of the purchase price over the fair value of net assets acquired and trademarkscomprises the estimated value of CrossKnowledge’s workforce, unidentifiable intangible assets and the fair value of expected synergies. None of the goodwill is deductible for tax purposes. The identifiable long-lived intangible assets are beingprimarily amortized over a weighted average estimated useful life of approximately 15 years. The acquisition was funded through the use of the Company’s existing credit facility and available cash balances. The Company finalized its purchase accounting for CrossKnowledge as of April 30, 2015.
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Profiles International:
On April 1, 2014, the Company acquired all of the stock of Profiles International (“Profiles”) for approximately $47.5 million in cash, net of cash acquired. Profiles provides pre-employment assessment and selection tools that enable employers to optimize candidate selections and develop the full potential of their employees. Solutions include pre-hire assessments, including those designed to measure and match personality, knowledge, skills, managerial fit, loyalty, and values; and post-hire assessments, focused on measuring sales and managerial effectiveness, employee performance and career potential. Profiles serves approximately 4,000 corporate clients and millions of end users in over 120 countries, with assessments available in 32 languages. The $47.5 million purchase price was allocated to identifiable long-lived intangible assets, mainly customer relationships and assessment content ($22.9 million); technology; ($2.7 million); long-term deferred tax liabilities ($9.7 million); a credit to short-term deferred tax assets ($2.9 million); negative working capital ($5.9 million) and goodwill ($40.4 million). The fair value of intangible assets and technology acquired was based on management’s assessment performed with the assistance of a third party valuation consultant. Goodwill represents the excess of the purchase price over the fair value of net assets acquired and comprises the estimated value of Profile’s workforce, unidentifiable intangible assets and the fair value of expected synergies. None of the goodwill is deductible for tax purposes. The identifiable long-lived intangible assets are primarily amortized over a weighted average estimated useful life of approximately 13 years. The Company finalized its purchase accounting for Profiles as of March 31, 2015. Profiles contributed $23.3 million and $1.9 million to the Company’s revenue for fiscal years 2015 and 2014, respectively.
Efficient Learning Systems:
On November 1, 2012, the Company acquired all of the stock of Efficient Learning Systems, Inc. (“ELS”) for approximately $24 million in cash, net of cash acquired. ELS is an e-learning system provider focused in the areas of professional finance and accounting. ELS’ flagship product, CPAexcel, is a modular, digital platform comprised of online self-study, videos, mobile apps, and sophisticated planning tools that has helped over 65,000 professionals prepare for the CPA exam since 1998. The $24 million purchase price was allocated to identifiable long-lived intangible assets ($6.5 million); technology ($3.6 million); long-term deferred tax liabilities ($2.9 million); and Goodwill ($17.0 million); with the remainder allocated to working capital. The fair value of intangible assets and technology acquired was based on management’s assessment performed with the assistance of a third party valuation consultant. Goodwill represents the excess of the purchase price over the fair value of net assets acquired and comprises the estimated value of ELS’ workforce, unidentifiable intangible assets and the fair value of expected synergies. None of the goodwill is deductible for tax purposes. The identifiable long-lived intangible assets are primarily amortized over a weighted average estimated useful life of approximately 15 years. The Company finalized its purchase accounting for ELS as of April 30, 2013. ELS contributed $8.8 million, $8.0 million, and $3.7 million to the Company’s revenue for fiscal years 2015, 2014 and 2013, respectively.
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Deltak:
On October 25, 2012, the Company acquired all of the stock of Deltak.edu, LLC (“Deltak”) for approximately $220 million in cash, net of cash acquired. Deltak works in close partnership with leading colleges and universities to develop and support online degree and certificate programs. The business provides technology platforms and services including market research to validate program demand, instructional design, marketing, and student recruitment and retention services to leading national and regional colleges and universities throughout the United States. The $220 million purchase price was allocated to identifiable long-lived intangible assets ($99.4 million) comprised primarily of institutional relationships; long-term deferred tax liabilities ($34.4 million); and Goodwill ($150.0 million); with the remainder allocated to technology and working capital. The fair value of intangible assets and technology acquired was based on management’s assessment performed with the assistance of a third party valuation consultant. Goodwill represents the excess of the purchase price over the fair value of net assets acquired and comprises the estimated value of Deltak’s workforce, unidentifiable intangible assets and the fair value of expected synergies. None of the goodwill is deductible for tax purposes. The identifiable long-lived intangible assets are primarily amortized over a weighted average estimated useful life of approximately 20 years. The Company finalized its purchase accounting for Deltak as of April 30, 2013. Deltak contributed $81.6 million, $70.2 million, and $33.7 million to the Company’s revenue for fiscal years 2015, 2014 and 2013, respectively.
Unaudited pro formaproforma financial information has not been presented for any of these acquisitions since the effects of the acquisitions were not material on either an individualindividually or aggregate basis. The purchase accounting was substantially completed as of April 30, 2012. The Company does not anticipate any significant adjustments to finalizein the purchase accounting.aggregate.
Note 6 – Restructuring Charges
In fiscal years 2015, 2014 and 2013, the Company recorded pre-tax restructuring charges of $28.8 million, or $20.3 million after tax ($0.34 per share), $42.7 million, or $28.3 million after tax ($0.48 per share) and $29.3 million, or $19.8 million after tax ($0.33 per share), respectively, which are reflected in the Restructuring Charges line item in the Consolidated Statements of Income and described in more detail below:
Restructuring and Reinvestment Program:
In fiscal year 2013, the Company initiated a program (the “Restructuring and Reinvestment Program”) to restructure and realign its cost base with current and anticipated future market conditions. The Company is targeting a majority of the cost savings achieved to improve margins and earnings, while the remainder will be reinvested in high growth digital business opportunities.
The following table summarizes the pre-tax restructuring charges related to this program (in thousands):
| 2015 | 2014 | 2013 | Total Charges Incurred to Date | ||||
| Charges by Segment: | |||||||
| Research | $4,555 | $7,774 | $2,896 | $15,225 | |||
| Professional Development | 4,385 | 11,860 | 6,284 | 22,529 | |||
| Education | 1,571 | 891 | 1,118 | 3,580 | |||
| Shared Services | 18,293 | 22,197 | 14,154 | 54,644 | |||
| Total Restructuring Charges | $28,804 | $42,722 | $24,452 | $95,978 | |||
| Charges by Activity: | |||||||
| Severance | $17,093 | $25,962 | $19,706 | $62,761 | |||
| Process reengineering consulting | 301 | 8,556 | 2,618 | 11,475 | |||
| Other activities | 11,410 | 8,204 | 2,128 | 21,742 | |||
| Total Restructuring Charges | $28,804 | $42,722 | $24,452 | $95,978 |
Other Activities mainly reflect lease and other contract termination costs and the curtailment of the U.K. and Canadian defined benefit pension plans in fiscal year 2015 and the U.S defined benefit pension plan in fiscal year 2013.
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The following table summarizes the activity for the Restructuring and Reinvestment Program liability in fiscal year 2015 (in thousands):
| Foreign | ||||||
| April 30, | Translation & | April 30, | ||||
| 2014 | Charges | Payments | Reclassifications | 2015 | ||
| Severance | $29,255 | $17,093 | $(26,716) | $(838) | $18,794 | |
| Process reengineering consulting | 722 | 301 | (1,024) | 1 | - | |
| Other activities | 4,995 | 11,410 | (4,601) | 55 | 11,859 | |
| Total | $34,972 | $28,804 | $(32,341) | $(782) | $30,653 |
The restructuring liability for accrued Severance costs is reflected in Accrued Employment Costs in the Consolidated Statements of Financial Position while the liability for Process reengineering consulting costs are reflected in Other Accrued Liabilities. Approximately $0.3 million and $11.6 million of the Other Activities are reflected in Other Accrued Liabilities and Other Long-Term Liabilities, respectively.
Other Restructuring Programs:
As part of the Company’s ongoing transition and transformation to digital products and services, certain activities were identified in fiscal year 2013 that were discontinued, outsourced, or relocated to lower cost regions. As a result, the Company recorded a pre-tax restructuring charge of approximately $4.8 million, or $3.5 million after tax ($0.06 per share), for redundancy and separation benefits. Approximately $3.0 million, $1.3 million and $0.2 million of the restructuring charge was recorded within the Research, Professional Development and Education reporting segments, respectively, with the remainder recognized in Shared Services costs. In fiscal year 2014, the Company completed all remaining payments under the program.
Note 7 – Impairment Charges
Technology Investments
In fiscal year 2014, the Company terminated a multi-year software development program for an internal operations application due to a change in the Company’s longer-term enterprise systems plans. As a result, the Company recorded an asset impairment charge for previously capitalized software costs related to the program of $4.8 million, or $3.4 million after tax ($0.06 per share).
In fiscal year 2013, the Company identified certain technology investments which no longer fit the Company’s technology strategy. As a result, the Company recorded an asset impairment charge of $5.3 million, or $3.2 million after-tax ($0.05 per share), to write-off the full carrying value of the related assets.
Consumer Publishing Programs
In fiscal year 2013, the Company began accounting for its culinary, CliffsNotes, and Webster’s New World Dictionary consumer publishing programs as Assets Held for Sale. The Company recorded an impairment charge of $12.1 million, or $7.5 million after tax ($0.12 per share), in fiscal year 2013 to reduce the carrying value of the assets within these programs to approximately $9.9 million, which represented their fair value based on the estimated sales price, less costs to sell. As discussed in Note 8, on November 5, 2012, the Company completed a sale to Houghton Mifflin Harcourt for $11.0 million in cash, which approximated the carrying value of related assets sold.
In addition, in fiscal year 2013, the Company recorded a pre-tax impairment charge of $3.4 million, or $2.1 million after tax ($0.04 per share) to reduce the carrying value of inventory and royalty advances within its other consumer publishing programs to their estimated realizable value.
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Controlled Circulation Publishing Assets
In fiscal year 2013, the Company identified certain controlled circulation publishing programs that no longer aligned with the Company’s long-term strategy, shifting key resources from these programs to other publishing programs within the Research segment. As a result, the Company performed an impairment test on the intangible assets related to these controlled circulation publishing programs in fiscal year 2013, which resulted in a $9.9 million impairment charge, or $8.2 million after tax ($0.14 per share). The intangible assets principally consisted of acquired publication rights. The impairment charge resulted in a full write-off of the carrying value of these intangible assets based on their estimated fair values as determined by the Company utilizing a discounted cash flow analysis.
Note 8 – Gain (Net of Losses) on Sale of Consumer Publishing Programs
Sale of Travel Publishing Program
On August 31, 2012, the Company sold its travel publishing program, including all of its interests in the Frommer’s, Unofficial Guides, and WhatsonWhen brands to Google, Inc. for $22 million in cash, of which $3.3 million was held in escrow. As a result, the Company recorded a $9.8 million pre-tax gain on the sale, or $6.2 million after tax ($0.10 per share), in fiscal year 2013. In connection with the sale, the Company also entered into a transition services agreement which ended on December 31, 2013. Fees earned by the Company in fiscal year 2013 in connection with the service agreement were $0.5 million. The escrow was released to the Company in fiscal year 2014.
Sale of Culinary, CliffsNotes and Webster’s New World Publishing Programs
On November 5, 2012, the Company completed the sale of the Company’s culinary, CliffsNotes, and Webster’s New World Dictionary consumer publishing programs to Houghton Mifflin Harcourt for $11.0 million in cash, which approximated the carrying value of related assets sold, of which $1.1 million was held in escrow. In connection with the sale, the Company also entered into a transition services agreement which ended on March 5, 2013. Fees earned by the Company in fiscal year 2013 in connection with the service agreement were $1.5 million. The escrow was released to the Company in fiscal year 2015.
Sale of Other Consumer Publishing Programs
In the fourth quarter of fiscal year 2013, the Company completed the sale of its other consumer publishing programs to various buyers for approximately $1.0 million in cash and a limited future royalty interest. The Company recorded an aggregate $3.8 million pre-tax loss on the sales, or $3.6 million after tax ($0.06 per share) in fiscal year 2013.
Note 9 – Inventories
Inventories at April 30 were as follows (in thousands):
| 2012 | 2011 | 2015 | 2014 | ||
| Finished Goods | $86,954 | $87,080 | $52,705 | $62,071 | |
| Work-in-Process | 6,487 | 7,850 | 6,552 | 6,041 | |
| Paper, Cloth, and Other | 8,072 | 7,940 | 4,676 | 5,476 | |
| 101,513 | 102,870 | 63,933 | 73,588 | ||
| Inventory Value of Estimated Sales Returns | 7,246 | 9,485 | 6,555 | 6,774 | |
| LIFO Reserve | (7,522) | (5,932) | (6,709) | (4,867) | |
| Total Inventories | $101,237 | $106,423 | $63,779 | $75,495 |
See Note 2, Summary of Significant Accounting Policies - Sales Return Reserves for a discussion of the Inventory Value Fromof Estimated Sales Returns.
Note 610 – Product Development Assets
Product development assets consisted of the following at April 30 (in thousands):
| 2012 | 2011 | 2015 | 2014 | ||
| Composition Costs | $54,844 | $54,162 | $41,280 | $45,603 | |
| Royalty Advances | 53,570 | 55,392 | 28,309 | 37,337 | |
| Total | $108,414 | $109,554 | $69,589 | $82,940 |
Composition costs are net of accumulated amortization of $178.2$198.2 million and $160.8$201.4 million as of April 30, 20122015 and 2011,2014, respectively.
Note 711 – Technology, Property and Equipment
Technology, property and equipment consisted of the following at April 30 (in thousands):
| 2012 | 2011 | 2015 | 2014 | ||
| Capitalized Software and Computer Hardware | $379,034 | $331,387 | $460,199 | $396,512 | |
| Buildings and Leasehold Improvements | 98,635 | 95,537 | 86,225 | 94,018 | |
| Furniture, Fixtures and Warehouse Equipment | 82,678 | 76,167 | 60,460 | 51,449 | |
| Land and Land Improvements | 4,187 | 4,360 | 3,820 | 4,367 | |
| 564,534 | 507,451 | 610,704 | 546,346 | ||
| Accumulated Depreciation/Amortization | (376,555) | (341,910) | |||
| Accumulated Depreciation | (417,694) | (357,628) | |||
| Total | $187,979 | $165,541 | $193,010 | $188,718 | |
The net book value of capitalized software costs was $88.9$121.9 million and $69.9$103.9 million as of April 30, 20122015 and 2011,2014, respectively. Depreciation/AmortizationDepreciation expense recognized in 2012, 2011,fiscal years 2015, 2014, and 20102013 for capitalized software costs was approximately $26.0$42.1 million, $22.6$36.5 million and $18.4$33.1 million, respectively.
Note 812 - Goodwill and Intangible Assets
The following table summarizes the activity in goodwill by segment as of April 30 (in thousands):
| 2011 | Acquisitions | Foreign Translation Adjustment | 2012 | |
| STMS | $483,433 | $ - | $(8,856) | $474,577 |
| P/T | 159,465 | 56,847 | (270) | 216,042 |
| Total | $642,898 | $56,847 | $(9,126) | $690,619 |
| 2014 | Acquisitions | Foreign Translation Adjustment | 2015 | |
| Research | $485,181 | 2,921 | $(40,776) | $447,326 |
| Professional Development | 268,658 | 124,036 | (27,479) | 365,215 |
| Education | 149,826 | - | - | 149,826 |
| Total | $903,665 | $126,957 | $(68,255) | $962,367 |
The goodwill acquired relates toacquisitions for Professional Development mainly reflect the Company’s acquisition of Inscape as discussed in Note 4.CrossKnowledge acquisition.
Intangible assets as of April 30 were as follows (in thousands):
| 2012 | 2011 | 2015 | 2014 | |||||||||
Cost | Accumulated Amortization | Cost | Accumulated Amortization | Cost | Accumulated Amortization | Cost | Accumulated Amortization | |||||
| Intangible Assets with Determinable Lives | ||||||||||||
| Content and Publishing Rights | $794,986 | $(227,934) | $779,135 | $(195,586) | $781,618 | $(299,022) | $834,932 | $(299,105) | ||||
| Customer Relationships | 225,239 | (43,967) | 195,085 | (32,790) | ||||||||
| Brands & Trademarks | 22,374 | (8,401) | 18,814 | (6,944) | 30,008 | (13,225) | 24,000 | (9,284) | ||||
| Covenants not to Compete | 790 | (484) | 350 | (297) | 1,343 | (677) | 1,490 | (767) | ||||
| Customer Relationships | 83,477 | (17,240) | 64,129 | (13,972) | ||||||||
| 901,627 | (254,059) | 862,428 | (216,799) | 1,038,208 | (356,891) | 1,055,507 | (341,946) | |||||
| Intangible Assets with Indefinite Lives | ||||||||||||
| Brands & Trademarks | 152,332 | - | 164,202 | - | ||||||||
| Content and Publishing Rights | 102,031 | - | 111,908 | - | 83,972 | - | 106,898 | - | ||||
| Brands & Trademarks | 165,896 | - | 175,193 | - | ||||||||
| $1,169,554 | $(254,059) | $1,149,529 | $(216,799) | $1,274,512 | $(356,891) | $1,326,607 | $(341,946) | |||||