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(Exact name of Registrant as specified in its charter)
iNew York
i13-5593032
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
i111 River Street, iHoboken, iNew Jersey
i07030
(Address of principal executive offices)
Zip Code
(i201) i748-6000
Registrant’s telephone number, including area code
Not Applicable
Former name, former address and former fiscal year, if changed since last report
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol
Name of each exchange on which registered
iClass A Common Stock, par value $1.00 per share
iJW.A
iNew York Stock Exchange
iClass B Common Stock, par value $1.00 per share
iJW.B
iNew York Stock Exchange
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. iYes☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). iYes☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer,""accelerated filer,""smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
iLarge accelerated filer☒
Accelerated filer ☐
Non-accelerated filer ☐
Smaller reporting company i☐
Emerging growth company i☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes i☐ No ☒
Cautionary Notice Regarding Forward-Looking Statements “Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995:
This report contains “forward-looking statements” within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 concerning our business, consolidated financial condition and results of operations. The Securities and Exchange Commission (SEC) encourages companies to disclose forward-looking information so that investors can better understand a company’s prospects and make informed investment decisions. Forward-looking statements are subject to risks and uncertainties, many of which are outside our control, which could cause actual results to differ materially from these statements. Therefore, you should not rely on any of these forward-looking statements. Forward-looking statements can be identified by such words as “anticipates,”“believes,”“plan,”“assumes,”“could,”“should,”“estimates,”“expects,”“intends,”“potential,”“seek,”“predict,”“may,”“will” and similar references to future periods. All statements other than statements of historical facts included in this report regarding our strategies, prospects, financial condition, operations, costs, plans and objectives are forward-looking statements. Examples of forward-looking statements include, among others, statements we make regarding our fiscal year 2022 outlook, the anticipated impact on the ability of our employees, contractors, customers and other business partners to perform our and their respective responsibilities and obligations relative to the conduct of our business in the future due to the coronavirus (COVID-19) outbreak, anticipated restructuring charges and savings, operations, performance, and financial condition. Reliance should not be placed on forward-looking statements, as actual results may differ materially from those described in any forward-looking statements. Any such forward-looking statements
are based upon many assumptions and estimates that are inherently subject to uncertainties and contingencies, many of which are beyond our control, and are subject to change based on many important factors. Such factors include, but are not limited to (i) the level of investment by Wiley in new technologies and products; (ii) subscriber renewal rates for our 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 our educational business and the impact of the used book market; (vii) worldwide economic and political conditions; (viii) our ability to protect our copyrights and other intellectual property worldwide; (ix) our ability to successfully integrate acquired operations and realize expected opportunities; (x) the ability to realize operating savings over time and in fiscal year
2022 in connection with our multiyear Business Optimization Program; and (xi) other factors detailed from time to time in our filings with the SEC. We undertake no obligation to update or revise any such forward-looking statements to reflect subsequent events or circumstances.
Please refer to Part I, Item 1A, “Risk Factors,” of our Annual Report on Form 10-K and as revised and updated by our Quarterly Reports in Form 10-Q for important factors that we believe could cause actual results to differ materially from those in our forward-looking statements. Any forward-looking statement made by us in this report is based only on information currently available to us and speaks only as of the date on which it is made. We undertake no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.
Non-GAAP Financial Measures:
We present financial information that conforms to Generally Accepted Accounting Principles in the United States of America (US GAAP). We also present financial information that does not conform to US GAAP, which we refer to as non-GAAP.
In this report, we may present the following non-GAAP performance measures:
●
Adjusted Earnings Per Share (Adjusted EPS);
●
Free Cash Flow less Product Development Spending;
●
Adjusted Contribution to Profit and margin;
●
Adjusted Income Before Taxes;
●
Adjusted Income Tax Provision;
●
Adjusted Effective Tax Rate;
●
EBITDA, Adjusted EBITDA and margin;
●
Organic revenue; and
●
Results on a constant currency basis.
Management uses these non-GAAP performance measures as supplemental indicators of our operating performance and financial position as well for internal reporting and forecasting purposes, when publicly providing our outlook, to evaluate our performance and calculate incentive compensation. We present these non-GAAP performance measures in addition to US GAAP financial results because we believe that these non-GAAP performance measures provide useful information to certain investors and financial analysts for operational trends and comparisons over time. The use of these non-GAAP performance measures may also provide a consistent basis to evaluate operating profitability and performance trends by excluding items that we do not consider to be controllable activities for this purpose.
The performance metric used by our chief operating decision maker to evaluate performance of our reportable segments is Adjusted Contribution to Profit. We present both Adjusted Contribution to Profit and Adjusted EBITDA for each of our reportable segments since we believe Adjusted EBITDA provides additional useful information to certain investors and financial analysts for operational trends and comparisons over time as it removes the impact of depreciation and amortization expense, as well as a consistent basis to evaluate operating profitability and comparing our financial performance to that of our peer companies and competitors.
For example:
●
Adjusted EPS, Adjusted Contribution to Profit, Adjusted Income Before Taxes, Adjusted Income Tax Provision, Adjusted Effective Tax Rate, Adjusted EBITDA, and organic revenue (excluding acquisitions) provide a more comparable basis to analyze operating results and earnings and are measures commonly used by shareholders to measure our performance.
●
Free Cash Flow less Product Development Spending helps assess our ability, over the long term, to create value for our shareholders as it represents cash available to repay debt, pay common stock dividends, and fund share repurchases and acquisitions.
●
Results on a constant currency basis removes distortion from the effects of foreign currency movements to provide better comparability of our business trends from period to period. We measure our performance excluding the impact of foreign currency (or at constant currency), which means that we apply the same foreign currency exchange rates for the current and equivalent prior period.
In addition, we have historically provided these or similar non-GAAP performance measures and understand that some investors and financial analysts find this information helpful in analyzing our operating margins and net income, and in comparing our financial performance to that of our peer companies and competitors. Based on interactions with investors, we also believe that our non-GAAP performance measures are regarded as useful to our investors as supplemental to our US GAAP financial results, and that there is no confusion regarding the adjustments or our operating performance to our investors due to the comprehensive nature of our disclosures. We have not provided our 2022 outlook for the most directly comparable US GAAP financial measures, as they are not available without unreasonable effort due to the high variability, complexity, and low visibility with respect to certain items, including restructuring charges and credits, gains and losses on
foreign currency, and other gains and losses. These items are uncertain, depend on various factors, and could be material to our consolidated results computed in accordance with US GAAP.
Non-GAAP performance measures do not have standardized meanings prescribed by US GAAP and therefore may not be comparable to the calculation of similar measures used by other companies and should not be viewed as alternatives to measures of financial results under US GAAP. The adjusted metrics have limitations as analytical tools, and should not be considered in isolation from, or as a substitute for, US GAAP information. It does not purport to represent any similarly titled US GAAP information and is not an indicator of our performance under US GAAP. Non-GAAP financial metrics that we present may not be comparable with similarly titled measures used by others. Investors are cautioned against placing undue reliance on these non-GAAP measures.
Preferred stock, $ii1/
par value per share: Authorized shares – ii2/ million, Issued shares - ii0/
i—
i—
Class A common stock, $ii1/
par value per share: Authorized shares- ii180/
million, Issued shares - i70,211 and i70,208 as of July 31, 2021
and April 30, 2021, respectively
i70,211
i70,208
Class B common stock, $ii1/
par value per share: Authorized shares - ii72/
million, Issued shares - i12,971 and i12,974 as of July 31, 2021
and April 30, 2021, respectively
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
i
Note 1 — Basis of Presentation
i
Throughout this report, when we refer to “Wiley,” the “Company,”“we,”“our,” or “us,” we are referring to John Wiley & Sons, Inc. and all our subsidiaries, except where the context indicates otherwise.
Our Unaudited Condensed Consolidated Financial Statements include all the accounts of the Company and our subsidiaries. We have eliminated all intercompany transactions and balances in consolidation. In the opinion of management, the accompanying Unaudited Condensed Consolidated Financial Statements contain all adjustments, consisting only of normal recurring adjustments, necessary to present fairly the Unaudited Condensed Consolidated Financial Condition, Results of Operations, Comprehensive Income and Cash Flows for the periods presented. Operating results for the interim period are not necessarily indicative of the results expected for the full year. All amounts are in thousands, except per share amounts, and approximate due to rounding. These financial statements should be read
in conjunction with the most recent audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended April 30, 2021 as filed with the SEC on July 6, 2021 (2021 Form 10-K).
Our Unaudited Condensed Consolidated Financial Statements were prepared in accordance with the interim reporting requirements of the SEC. As permitted under those rules, annual footnotes or other financial information that are normally required by US GAAP have been condensed or omitted. The preparation of our Unaudited Condensed Consolidated Financial Statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Certain prior year amounts have been reclassified to conform to the current year’s presentation.
In the fourth quarter of fiscal year 2021, a UK entity acquired in connection with the acquisition of mthree, which was acquired on January 1, 2020, was erroneously dissolved by the Company in accordance with UK Companies Act regulations while still holding assets. This entity, along with its subsidiaries, (the entity) had various net intercompany receivables owed to them from other Wiley companies of approximately $i188.8 million
as of April 30, 2021 (approximately $i189.1 million as of July 31, 2021), which upon a dissolution technically revert to the British Crown (Crown). Wiley has petitioned to Companies House to reinstate the entity without prejudice. The Company believes the likelihood that reinstatement will not occur is remote as it entails an administrative exercise to remedy, not a negotiation.
As a result of these events, the Company evaluated whether it was appropriate to consolidate the assets, liabilities, and operations of the entity as part of its consolidated financial statements as of April 30, 2021 and for the period from the entity being dissolved through April 30, 2021, and also whether there was a liability to the Crown and a related loss associated with the dissolution of the entity under US GAAP in the fiscal year 2021.
The Company evaluated the criteria in Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 810, “Consolidations” to determine if consolidating the entity was appropriate under US GAAP. Based on that evaluation and the administrative nature of the process to restore, the Company concluded that although the entity was dissolved, we maintained control of the assets of the entity and, therefore, appropriately consolidated the assets, liabilities and operations of the entity in our consolidated financial statements as of April 30, 2021. In connection with that conclusion, the Company also concluded
that it does not have conditions to require a loss or liability to the Crown to be recorded in fiscal year 2021, other than immaterial fees associated with the restoration process. The Company anticipates the restoration of the entity, with the entirety of its net assets, to be completed by the second quarter of fiscal year 2022.
As of July 31, 2021, there has been no change in the Company’s conclusions or in the expected timing of the restoration of the entity as described above. Accordingly, the Company continued to consolidate the assets, liabilities and operations of the entity in its consolidated financial statements as of July 31, 2021.
In December 2019, the FASB issued Accounting Standards Update (ASU) 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes.” This ASU is intended to simplify various aspects related to accounting for income taxes, eliminates certain exceptions within Topic 740, “Income Taxes” and clarifies certain aspects of the current guidance to promote consistent application. We adopted ASU 2019-12 on May 1, 2021. The adoption did not have a material impact on our consolidated financial statements at the time of adoption. The impact in the future would depend on any changes in tax laws and the applicable enactment dates. In accordance with ASU 2019-12, the enactment date is when any effects are recognized in the consolidated financial statements.
Recently Issued Accounting Standards
Convertible Debt Instruments, Derivatives and EPS
In August 2020, the FASB issued ASU 2020-06, “Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40)”. This ASU reduces the number of accounting models for convertible debt instruments and convertible preferred stock. As well as amend the guidance for the derivatives scope exception for contracts in an entity’s own equity to reduce form-over-substance-based accounting conclusions. In addition, this ASU improves and amends the related earnings-per-share (EPS) guidance. This standard is effective for us on May 1, 2022, including interim periods within the fiscal year. Adoption is either a modified retrospective method or a fully
retrospective method of transition. We are currently assessing the impact the new guidance will have on our consolidated financial statements.
Reference Rate Reform
In March 2020, the FASB issued ASU 2020-04, “Reference Rate Reform (Topic 848), Facilitation of the Effects of Reference Rate Reform on Financial Reporting.” In January 2021, the FASB clarified the scope of that guidance with the issuance of ASU 2021-01, “Reference Rate Reform: Scope.”This ASU provides optional guidance for a limited period of time to ease the burden in accounting for (or recognizing the effects of) reference rate reform on financial reporting. This would apply to companies meeting certain criteria that have contracts, hedging relationships and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. This standard is
effective for us immediately and may be applied prospectively to contract modifications made and hedging relationships entered into or evaluated on or before December 31, 2022. We are currently assessing the impact the new guidance will have on our consolidated financial statements.
i
Note 3 — Acquisitions
Pro forma financial information related to these acquisitions has not been provided as it is not material to our consolidated results of operations.
Fiscal Year 2021
Hindawi
On December 31, 2020, we completed the acquisition of i100% of the outstanding stock of Hindawi Limited (“Hindawi”). Hindawi is a scientific research publisher and an innovator in open access publishing. Its results of operations are included in our Research Publishing & Platforms segment.
The preliminary fair value of the consideration transferred at the acquisition date was $i300.1 million which included $i299.3
million of cash and $i0.8 million related to the settlement of a preexisting relationship. We financed the payment of the cash consideration primarily through borrowings under our Amended and Restated RCA (as defined below in Note 15, “Debt and Available Credit Facilities”) and using cash on hand. The fair value of the cash consideration transferred, net of $i1.0
million of cash acquired was approximately $i298.3 million.
Hindawi’s revenue and operating income included in our Research Publishing and Platforms segment results for the three months ended July 31, 2021 was $i11.5 million and $i1.8
million, respectively.
During the three months ended July 31, 2021, no revisions were made to the allocation of the consideration transferred to the assets acquired and liabilities assumed. We recorded the preliminary fair value of the assets acquired and liabilities assumed on the acquisition date, which included a preliminary allocation of $i147.4 million of goodwill allocated to the Research Publishing & Platforms segment, and $i194.9 million
of intangible assets subject to amortization.
The allocation of the total consideration transferred to the assets acquired, including intangible assets and goodwill, and the liabilities assumed is preliminary, and could be revised as a result of additional information obtained due to the finalization of the third-party valuation report, leases and related commitments, tax related matters and contingencies and certain assets and liabilities, including receivables and payables, but such amounts will be finalized within the measurement period, which will not exceed one year from the acquisition date. We are also in the process of aligning our accounting policies, which could result in changes related to financial statement presentation.
i
Note 4 — Revenue Recognition, Contracts with Customers
Disaggregation of Revenue
i
The following table presents our revenue from contracts with customers disaggregated by segment and product type.
In May 2021, we moved the WileyNXT product offering from Academic & Professional Learning – Education Publishing to Education Services – Talent Development Services. As a result, the prior period results related to the WileyNXT product offering have been included in Education Services - Talent Development Services. The revenue was $i0.5 million for the three months
ended July 31, 2020. There were no changes to our total consolidated financial results.
(2)
University Services was previously referred to as Education Services OPM.
(3)
Talent Development Services was previously referred to as mthree.
The following information describes our disaggregation of revenue by segment and product type. Overall, the majority of our revenue is recognized over time.
i
Research Publishing & Platforms
Research Publishing & Platforms’ customers include academic, corporate, government, and public libraries, funders of research, researchers, scientists, clinicians, engineers and technologists, scholarly and professional societies, and students and professors. Research Publishing & Platforms products are sold and distributed globally through multiple channels, including research libraries and library consortia, independent subscription agents, direct sales to professional society members, and other customers. Publishing centers include Australia, China, Germany, India, the United Kingdom (UK), and the United States (US). The majority of revenue generated from Research Publishing and Platforms products is recognized over time. Total Research Publishing & Platforms revenue was $i274.8
million in the three months ended July 31, 2021.
We disaggregated revenue by Research Publishing and Research Platforms to reflect the different type of products and services provided.
Research Publishing Products
Research Publishing products provide scientific, technical, medical, and scholarly journals, as well as related content and services, to academic, corporate, and government libraries, learned societies, and individual researchers and other professionals. Research Publishing revenue was $i263.4 million in the three months ended July
31, 2021 and the majority is recognized over time.
Research Publishing products generate approximately i80% of its revenue from contracts with its customers from Journal Subscriptions (pay to read), Open Access (pay to
publish) and Comprehensive Agreements (read and publish) and the remainder from Licensing, Reprints, Backfiles, and Other.
Research Platforms Services
Research Platforms is a publishing software and service provider that enables scholarly and professional societies and publishers to deliver, host, enhance, market, and manage their content on the web through the Literatum platform. Research Platforms revenue was $i11.4 million in the three months ended July 31, 2021
and the majority is recognized over time.
Academic & Professional Learning
Academic & Professional Learning provides Education Publishing and Professional Learning products and services including scientific, professional, and education print and digital books, digital courseware, and test preparation services, to libraries, corporations, students, professionals, and researchers, as well as learning, development, and assessment services for businesses and professionals. Communities served include business, finance, accounting, workplace learning, management, leadership, technology, behavioral health, engineering/ architecture, science and medicine, and education. Products are developed for worldwide distribution through multiple channels, including chain and online booksellers, libraries, colleges and universities, corporations, direct to consumer, web sites, distributor networks and other online applications.
Publishing centers include Australia, Germany, India, the UK, and the US. Total Academic & Professional Learning revenue was $i139.3 million in the three months endedJuly 31, 2021.
We disaggregated revenue by type of products provided. Academic & Professional Learning products are Education Publishing and Professional Learning. Academic & Professional Learning revenues are mainly recognized at a point in time.
Education Publishing Products
Education Publishing products revenue was $i66.4 million in the three months ended July 31, 2021. Education Publishing products generate approximately i75%
of its revenue from contracts with its customers from Education (print and digital) Publishing, which is recognized at a point in time, and i7%
from Digital Courseware which is recognized over time. The remainder of its revenues were from Test Preparation and Certification and Licensing and Other, which has a mix of revenue recognized at a point in time and over time.
Professional Learning Products
Professional Learning products revenue was $i72.9 million in the three months ended July 31, 2021. Professional Learning (print and digital) products generate approximately i61%
of revenue from contracts with its customers from Professional Publishing, and Licensing and Other, and both are mainly recognized at a point in time. Approximately i39%
of Professional Learning products revenue is from contracts with its customers from Corporate Training and Corporate Learning, which is recognized mainly over time.
Education Services
Education Services revenue was $i74.4 million in the three months ended July 31, 2021 and the majority is recognized over time. We disaggregated revenue by type of services provided, which are University Services (previously referred to as Education Services OPM) and Talent Development Services (previously referred to as mthree).
University Services revenue was $i54.4 million in the three months ended July 31, 2021 and is mainly recognized over time. University Services engages in the comprehensive management of online degree programs for universities and has grown to include a broad array of tech enabled service offerings that address our partner
specific pain points. Increasingly, this includes delivering full stack career credentialing education that advances specific careers with in-demand skills.
Talent Development Services
Talent Development Services revenue was $i20.0 million in the three months endedJuly 31, 2021 and is recognized at the point in time the services are provided to its customers. Talent Development Services is a talent placement provider
that finds, trains and places job-ready technology talent in roles with leading corporations worldwide.
Accounts Receivable, net and Contract Liability Balances
When consideration is received, or such consideration is unconditionally due, from a customer prior to transferring goods or services to the customer under the terms of a contract, a contract liability is recorded. Contract liabilities are recognized as revenue when, or as, control of the products or services are transferred to the customer and all revenue recognition criteria have been met.
i
The following table provides information about accounts receivable, net and contract liabilities from contracts with customers.
Contract liabilities (included in Other long-term liabilities)
$
i18,382
$
i19,560
$
(i1,178
)
(1)
The sales return reserve recorded in Contract liabilities is $i40.7 million and $i38.0
million, as of July 31, 2021 and April 30, 2021, respectively.
For the three months ended July 31, 2021, we estimate that we recognized revenue of approximately i40% that was included in the current contract liability at April 30, 2021.
The decrease in contract liabilities excluding the sales return reserve, was primarily driven by revenue earned on journal subscription agreements, comprehensive agreements, open access and test preparation and certification offerings, partially offset by renewals of journal subscription agreements, comprehensive agreements, open access, and test preparation and certification offerings.
Remaining Performance Obligations included in Contract Liability
As of July 31, 2021, the aggregate amount of the transaction price allocated to the remaining performance obligations is approximately $i436.8 million, which included the sales return reserve of $i40.7
million. Excluding the sales return reserve, we expect that approximately $i377.7 million will be recognized in the next itwelve
months with the remaining $i18.4 million to be recognized thereafter.
Assets Recognized for the Costs to Fulfill a Contract
Costs to fulfill a contract are directly related to a contract that will be used to satisfy a performance obligation in the future and are expected to be recovered. These costs are amortized on a systematic basis that is consistent with the transfer to the customer of the goods or services to which the asset relates. These types of costs are incurred in the following product types, (1) Research Platforms services, which includes customer specific implementation costs per the terms of the contract and (2) University Services, which includes customer specific costs to develop courses per the terms of the contract.
Our assets associated with incremental costs to fulfill a contract were $i11.8 million and $i12.1 million at July
31, 2021 and April 30, 2021, respectively, and are included within Other non-current assets on our Unaudited Condensed Consolidated Statements of Financial Position. We recorded amortization expense of $i1.5 million and $i1.2
million in the three months ended July 31, 2021 and 2020, respectively, related to these assets within Cost of sales on our Unaudited Condensed Consolidated Statements of Net Income.
Sales and value-added taxes are excluded from revenues. Shipping and handling costs, which are primarily incurred within the Academic & Professional Learning segment, occur before the transfer of control of the related goods. Therefore, in accordance with the revenue standard, it is not considered a promised service to the customer and would be considered a cost to fulfill our promise to transfer the goods. Costs incurred for third party shipping and handling are primarily reflected in Operating and administrative expenses on our Unaudited Condensed Consolidated Statements of Net Income. We incurred $i6.8
million and $i6.7 million in shipping and handling costs in the three months ended July 31, 2021 and 2020, respectively.
i
Note 5 — Operating Leases
Lessee
We have contractual obligations as a lessee with respect to offices, warehouses and distribution centers, automobiles, and office equipment.
We determine if an arrangement is a lease at inception of the contract in accordance with guidance detailed in the lease standard and we perform the lease classification test as of the lease commencement date. Right-of-use (ROU) assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term.
The present value of the lease payments is calculated using an incremental borrowing rate, which was determined based on the rate of interest that we would have to pay to borrow an amount equal to the lease payments on a collateralized basis over a similar term. We use an unsecured borrowing rate and risk-adjust that rate to approximate a collateralized rate.
Under the leasing standard, leases that are more than one year in duration are capitalized and recorded on our Unaudited Condensed Consolidated Statements of Financial Position. Some of our leases offer an option to extend the term of such leases. We utilize the reasonably certain threshold criteria in determining which options we will exercise. Furthermore, some of our lease payments are based on index rates with minimum annual increases. These represent fixed payments and are captured in the future minimum lease payments calculation.
i
For operating leases, the ROU assets and lease liabilities are presented on our Unaudited Condensed Consolidated Statement of Financial Position as follows:
During the three months ended July 31, 2021, we added $ii5.0/
million to the ROU assets and operating lease liabilities due to new leases, as well as modifications and remeasurements to our existing operating leases.
Total net lease cost does not include those costs and sublease income included in Restructuring and related (credits) charges on our Unaudited Condensed Consolidated Statements of Net Income. This includes those operating leases we had identified in the year ended April 30, 2021 as part of our Business Optimization program that would be subleased. See Note 9, “Restructuring and Related (Credits) Charges” for more information on these programs.
Weighted-average remaining contractual lease term (years)
i9
i10
Weighted-average discount rate
i5.83
%
i5.89
%
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases
$
i7,974
$
i8,974
i
The table below reconciles the undiscounted cash flows for the first five years and total of the remaining years to the operating lease liabilities recorded in our Unaudited Condensed Consolidated Statement of Financial Position as of July 31, 2021:
Fiscal Year
Operating Lease
Liabilities
2022 (remaining 9 months)
$
i22,263
2023
i27,323
2024
i26,010
2025
i24,630
2026
i21,991
Thereafter
i95,376
Total future undiscounted minimum lease payments
i217,593
Less: Imputed interest
i50,706
Present value of minimum lease payments
i166,887
Less: Current portion
i21,547
Noncurrent portion
$
i145,340
i
Note 6 — Stock-Based Compensation
We have stock-based compensation plans under which employees may be granted performance-based stock awards, other restricted stock awards and options. We recognize the grant date fair value of stock-based compensation in net income on a straight-line basis, net of estimated forfeitures over the requisite service period. The measurement of performance for performance-based stock awards is based on actual financial results for targets established up to ithree
years in advance, or less. For the three months ended July 31, 2021 and 2020, we recognized stock-based compensation expense, on a pretax basis, of $i6.3 million and $i4.3
million, respectively.
Performance-Based and Other Restricted Stock Activity
Under the terms of our long-term incentive plans, performance-based restricted unit awards are payable in restricted shares of our Class A Common Stock upon the achievement of certain ithree-year or less financial performance-based targets. During each ithree-year period
or less, we adjust compensation expense based upon our best estimate of expected performance.
We may also grant individual restricted unit awards payable in restricted shares of our Class A Common Stock to key employees in connection with their employment.
i
The following table summarizes awards we granted to employees (shares in thousands):
On June 24, 2021, we granted i220,000 stock option awards. These options vest i10%
on April 30,2022, i20% on April 30,2023, i30%
on April 30,2024 and i40% on April 30,2025. The options are exercisable over a maximum period of iten
years from the date of grant. The grant date fair value of these options was $i11.80 using the Black-Scholes option-pricing model. The significant assumptions used in the fair value determination were as follows:
i
Expected life of options (years)
i6.3
Risk-free interest rate
i1.1
%
Expected volatility
i30.6
%
Expected dividend yield
i2.4
%
Fair value of common stock on grant date
$
i57.34
Exercise price of stock option grant
$
i63.07
Prior to the above stock option grants in the three months endedJuly 31, 2021, we did inot grant any stock option awards since the year ended April 30, 2016. As of April 30, 2019, all outstanding
stock options vested allowing the participant the right to exercise their awards, and there was ino unrecognized share-based compensation expense remaining related to those stock options.
i
Note 7 — Accumulated Other Comprehensive Loss
i
Changes in Accumulated Other Comprehensive Loss by component, net of tax, for the three months ended July 31, 2021 and 2020 were as follows:
During the three months ended July 31, 2021 and 2020, pretax actuarial losses included in Unamortized Retirement Costs of approximately $i1.8 million and $i1.9
million, respectively, were amortized from Accumulated other comprehensive loss and recognized as pension and post-retirement benefit expense primarily in Operating and administrative expenses and Other income, net on our Unaudited Condensed Consolidated Statements of Net Income.
Our policy for releasing the income tax effects from accumulated other comprehensive (loss) income is to release when the corresponding pretax accumulated other comprehensive (loss) income items are reclassified to earnings.
Dilutive effect of unvested restricted stock units and other stock awards
i730
i281
Shares used for diluted earnings per share
i56,599
i56,193
Antidilutive options to purchase Class A common shares, restricted shares, warrants to purchase Class A common shares, and contingently issuable restricted stock which are excluded from the table above
i930
i1,086
The shares associated with performance-based stock awards are considered contingently issuable shares and will be included in the diluted weighted average number of common shares outstanding when they have met the performance conditions and when their effect is dilutive.
i
Note 9 — Restructuring and Related (Credits) Charges
Business Optimization Program
Beginning in fiscal year 2020, we initiated a multi-year Business Optimization Program (the “Business Optimization Program”) to drive efficiency improvement and operating savings.
i
The following tables summarize the pretax restructuring (credits) charges related to this program:
Three Months Ended
July 31,
Total Charges
2021
2020
Incurred to Date
(Credits) Charges by Segment:
Research Publishing & Platforms
$
i216
$
(i197
)
$
i3,861
Academic & Professional Learning
i171
(i227
)
i13,875
Education Services
(i34
)
i139
i4,271
Corporate Expenses
(i629
)
i2,470
i43,979
Total Restructuring and Related (Credits) Charges
$
(i276
)
$
i2,185
$
i65,986
(Credits) Charges by Activity:
Severance and termination benefits
$
(i614
)
$
i1,110
$
i37,781
Impairment of operating lease ROU assets and property and equipment
i—
i—
i15,079
Acceleration of expense related to operating lease ROU assets and property and equipment
i—
i—
i3,378
Facility related charges, net
i338
i1,075
i8,008
Other activities
i—
i—
i1,740
Total Restructuring and Related (Credits) Charges
$
(i276
)
$
i2,185
$
i65,986
The credits in severance and termination benefits activities for the three months ended July 31, 2021, primarily reflects changes in the number of headcount reductions and estimates for previously accrued costs.
Facilities related charges include sublease income related to those operating leases we had identified in the year ended April 30, 2021 as part of our Business Optimization program that would be subleased.
The restructuring liability for accrued severance and termination benefits is reflected in Accrued employment costs in the Unaudited Condensed Consolidated Statement of Financial Position as of July 31, 2021.
i
Note 10 — Segment Information
We report our segment information in accordance with the provisions of FASB Accounting Standards Codification (ASC) Topic 280, “Segment Reporting”. These segments reflect the way our chief operating decision maker evaluates our business performance and manages the operations. The performance metric used by our chief operating decision maker to evaluate performance of our reportable segments is Adjusted Contribution to Profit. Our segment reporting structure consists of three reportable segments, which are listed below, as well as a Corporate category, which includes certain costs that are not allocated to the reportable segments:
In May 2021, we moved the WileyNXT product offering from Academic & Professional Learning to Education Services. As a result, the prior period results related to the WileyNXT product offering have been included in Education Services. The Revenue, Adjusted Contribution to Profit and Depreciation and Amortization for WileyNXT was $i0.5 million, $i0.1
million, and inone, respectively, for the three months ended July 31, 2020. There were no changes to our total consolidated financial results.
See Note 9, “Restructuring and Related (Credits) Charges” for these charges by segment.
See Note 4, “Revenue Recognition, Contracts with Customers,” for revenue from contracts with customers disaggregated by segment and product type for the three months ended July 31, 2021 and 2020.
The developed technology balance as of April 30, 2021 is presented net of accumulated impairments and write-offs of $i2.8 million. The indefinite-lived brands and trademarks as of April 30, 2021 is net of accumulated impairments of $i93.1
million.
i
Note 13 — Income Taxes
The effective tax rate for the three months ended July 31, 2021 was i68.6% compared to i45.1%
for the three months ended July 31, 2020. The rate for each three-month period was greater than the US statutory rate primarily due to increases in the UK statutory rate in each period, resulting in a noncash deferred tax expense in each period from the re-measurement of our applicable UK net deferred tax liabilities. The rate for the three months ended July 31, 2021 was greater than the rate for the three months ended July 31, 2020 due to a larger increase in the UK statutory rate than the prior period.
During the first three months of fiscal 2022, the UK enacted legislation that increased its statutory rate from i19% to i25%
effective April 1, 2023, resulting in a $i20.7 million non-cash deferred tax expense. During the first three months of fiscal 2021, the UK officially enacted legislation that increased its statutory rate from i17%
to i19%, resulting in a $i6.7
million non-cash deferred tax expense.
i
Note 14 — Retirement Plans
i
The components of net pension income for the defined benefit plans were as follows:
The service cost component of net pension income is reflected in Operating and administrative expenses on our Unaudited Condensed Consolidated Statements of Net Income. The other components of net pension income are reported separately from the service cost component and below Operating income. Such amounts are reflected in Other income, net on our Unaudited Condensed Consolidated Statements of Net Income.
Employer defined benefit pension plan contributions were $i4.5 million and $i5.1 million for the three months ended July
31, 2021 and 2020, respectively.
The expense for employer defined contribution savings plans was $i9.1 million and $i6.6 million for the three months ended July
31, 2021 and 2020, respectively.
i
Note 15 — Debt and Available Credit Facilities
i
Our total debt outstanding consisted of the amounts set forth in the following table:
Revolving credit facility - Amended and Restated RCA
i732,176
i586,160
Total long-term debt, less current portion
i952,020
i809,088
Total debt
$
i964,520
$
i821,588
(1)
Relates to our term loan A under the Amended and Restated RCA.
(2)
Amounts are shown net of unamortized issuance costs of $i0.5 million as of July 31, 2021 and $i0.5 million as of April 30, 2021.
Amended and Restated RCA
On May 30, 2019, we entered into a credit agreement that amended and restated our existing revolving credit agreement (“Amended and Restated RCA”). The Amended and Restated RCA provides for senior unsecured credit facilities comprised of a (i) ifive-year revolving credit facility in an aggregate principal amount up to $i1.25
billion, and (ii) a ifive-year term loan A facility consisting of $i250 million.
Under the terms of the Amended and Restated RCA, which can be drawn in multiple currencies, we have the option of borrowing at the following floating interest rates: (i) at a rate based on the London Interbank Offered Rate (“LIBOR”) plus an applicable margin ranging from i0.98% to i1.50%,
depending on our consolidated net leverage ratio, as defined, or (ii) at the lender’s base rate plus an applicable margin ranging from izero to i0.50%,
depending on our consolidated net leverage ratio. The lender’s base rate is defined as the highest of (i) the US federal funds effective rate plus a i0.50% margin, (ii) the Eurocurrency rate, as defined, plus a i1.00%
margin, or (iii) the Bank of America prime lending rate. In addition, we pay a facility fee for the revolving credit facility ranging from i0.15% to i0.25%
depending on our consolidated net leverage ratio. We also have the option to request an increase in the revolving credit facility by an amount not to exceed $i500 million, in minimum increments of $i50 million,
subject to the approval of the lenders.
The Amended and Restated RCA contains certain customary affirmative and negative covenants, including a financial covenant in the form of a consolidated net leverage ratio and consolidated interest coverage ratio, which we were in compliance with as of July 31, 2021.
The amortization expense of the costs incurred related to the Amended and Restated RCA related to the lender and non-lender fees is recognized over the ifive-year term of the Amended and Restated RCA. Total amortization expense was $ii0.3/ million
for the three months ended July 31, 2021 and 2020, respectively and is included in Interest expense on our Unaudited Condensed Consolidated Statements of Net Income.
As of July 31, 2021, we had approximately $i518.8 million of unused borrowing capacity under our Amended and Restated RCA and other facilities.
i
Note 16 — Derivative Instruments and Hedging Activities
From time-to-time, we enter 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. All 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 adjustment to earnings. We do not use financial instruments for trading or speculative purposes.
As of July 31, 2021, we had total debt outstanding of $i964.5 million, net of unamortized issuance costs of $i0.5 million of which $i965.0
million are variable rate loans outstanding under the Amended and Restated RCA, which approximated fair value.
We had outstanding interest rate swap agreements with combined notional amounts of $ii400.0/
million as of July 31, 2021 and April 30, 2021. These agreements were accounted for as cash flow hedges which fixed a portion of the variable interest due on our Amended and Restated RCA.
We record the fair value of our interest rate swaps on a recurring basis using Level 2 inputs of quoted prices for similar assets or liabilities in active markets. The fair value of the interest rate swaps as of July 31, 2021 and April 30, 2021 was a deferred loss of $i4.9
million and $i5.6 million, respectively. Based on the maturity dates of the contracts, $i1.6
million of the deferred loss as of July 31, 2021 was recorded within Other accrued liabilities and $i3.3 million of the deferred loss was recorded within Other long-term liabilities. The entire
deferred loss as of April 30, 2021 was recorded within Other long-term liabilities.
The pretax losses that were reclassified from Accumulated other comprehensive loss into Interest expense for the three months ended July 31, 2021 and 2020 were $i1.1
million and $i0.9 million, respectively.
We may enter into forward exchange contracts to manage our exposure on certain foreign currency denominated assets and liabilities. The forward exchange contracts are marked to market through Foreign exchange transaction gains (losses) on our Unaudited Condensed Consolidated Statements of Net Income and carried at their fair value on our Unaudited Condensed 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 (losses) on our Unaudited Condensed Consolidated Statements of Net Income.
The following is a summary of changes during the three months ended July 31, in shares of our common stock and common stock in treasury (shares in thousands):
Changes in Common Stock A:
2021
2020
Number of shares, beginning of year
i70,208
i70,166
Common stock class conversions
i3
i11
Number of shares issued, end of period
i70,211
i70,177
Changes in Common Stock A in treasury:
Number of shares held, beginning of year
i23,419
i23,405
Purchase of treasury shares
i129
i—
Restricted shares issued under stock-based compensation plans - non-PSU Awards
(i118
)
(i94
)
Restricted shares issued under stock-based compensation plans - PSU Awards
(i103
)
(i86
)
Restricted shares issued from exercise of stock options
(i22
)
(i33
)
Shares withheld for taxes
i85
i67
Number of shares held, end of period
i23,390
i23,259
Number of Common Stock A outstanding, end of period
i46,821
i46,918
Changes in Common Stock B:
2021
2020
Number of shares, beginning of year
i12,974
i13,016
Common stock class conversions
(i3
)
(i11
)
Number of shares issued, end of period
i12,971
i13,005
Changes in Common Stock B in treasury:
Number of shares held, beginning of year
i3,922
i3,920
Purchase of treasury shares
i1
i—
Number of shares held, end of period
i3,923
i3,920
Number of Common Stock B outstanding, end of period
i9,048
i9,085
i
Note 18 — Commitments and Contingencies
We are involved in routine litigation in the ordinary course of our business. A provision for litigation is accrued when information available to us indicates that it is probable a liability has been incurred and the amount of loss can be reasonably estimated. Significant judgment may be required to determine both the probability and estimates of loss. When the amount of the loss can only be estimated within a range, the most likely outcome within that range is accrued. If no amount within the range is a better estimate than any other amount, the minimum amount within the range is accrued. When uncertainties exist related to the probable outcome of litigation and/or the amount or range of loss, we do not record a liability, but disclose facts related to the nature of the contingency and possible losses if management considers the information to be material. Reserves for legal defense costs are recognized when incurred. The accruals for loss contingencies
and legal costs are reviewed regularly and may be adjusted to reflect updated information on the status of litigation and advice of legal counsel. In the opinion of management, the ultimate resolution of all pending litigation as of July 31, 2021, will not have a material effect upon our consolidated financial condition or results of operations.
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The information in our Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) should be read together with our Condensed Consolidated Financial Statements and related notes set forth in Item 1 of Part I of this Quarterly Report on Form 10-Q, our MD&A set forth in Item 7 of Part II of our 2021 Form 10-K and our Consolidated Financial Statements and related notes set forth in Item 8 of Part II of our 2021 Form 10-K. See Part II, Item 1A, “Risk Factors,” below and “Cautionary Notice Regarding Forward-Looking Statements “Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995,” above, and the information referenced therein, for a description of risks that we face and important factors that we believe could cause actual results to differ materially from those in our forward-looking statements. All amounts and percentages are approximate due to rounding and all dollars are
in thousands, except per share amounts or where otherwise noted. When we cross-reference to a “Note,” we are referring to our “Notes to Unaudited Condensed Consolidated Financial Statements,” unless the context indicates otherwise.
Overview
Wiley is a global leader in research and education, unlocking human potential by enabling discovery, powering education, and shaping workforces. For over 200 years, Wiley has fueled the world’s knowledge ecosystem. Today, our high-impact content, platforms, and services help researchers, learners, institutions, and corporations achieve their goals in an ever-changing world. Wiley is a predominantly digital company with revenue generated by digital products and services.
We report financial information for the following segments, as well as a Corporate category, which includes certain costs that are not allocated to the reportable segments:
●
Research Publishing & Platforms
●
Academic & Professional Learning
●
Education Services
Through the Research Publishing & Platforms segment, we provide peer-reviewed scientific, technical, and medical (STM) publishing, content platforms, and related services to academic, corporate, and government customers, academic societies, and individual researchers. The Academic & Professional Learning segment provides Education Publishing and Professional Learning content and courseware, training and learning services, to students, professionals, and corporations. The Education Services segment provides online program management (OPM) services for academic institutions and talent development services for professionals and businesses.
Wiley’s business strategies are tightly aligned with accelerating growth trends, including open research, online education, and digital curriculum. Research strategies include driving publishing output to meet the increasing demand for peer-reviewed research and expanding platform and service offerings for corporations and societies. Education strategies include expanding online degree programs and driving online enrollment for university partners, scaling digital content and courseware, and expanding IT talent placement for corporate partners.
CONSOLIDATED RESULTS OF OPERATIONS – THREE MONTHS ENDED JULY 31, 2021
Revenue:
Revenue for the three months ended July 31, 2021 increased $57.1 million, or 13%, as compared with the prior year. This increase was mainly driven by an increase in Research Publishing & Platforms, which included the contributions from Hindawi, which was acquired on December 31, 2020 and, to a lesser extent, an increase in Academic & Professional Learning and Education Services.
On a constant currency basis, revenue increased 9% as compared with the prior year. Excluding the inorganic impact of acquisitions, organic revenue on a constant currency basis increased 7%.
See the “Segment Operating Results” below for additional details on each segment’s revenue and Adjusted EBITDA performance.
Cost of Sales:
Cost of sales for the three months ended July 31, 2021 increased $21.1 million, or 15%, as compared with the prior year. On a constant currency basis, cost of sales increased 10% as compared with the prior year. This increase was primarily due to higher employment costs in Education Services, increased print product costs in Academic & Professional Learning and, to a lesser extent, higher marketing costs for our Education Services business.
Operating and administrative expenses for the three months ended July 31, 2021 increased $23.2 million, or 10%, as compared with the prior year. On a constant currency basis, operating and administrative expenses increased 7% as compared with the prior year primarily reflecting higher editorial costs due to additional resources to support investments in growth, employee benefit and retirement related expenses and, to a lesser extent, higher technology related costs.
Restructuring and Related (Credits) Charges:
Business Optimization Program
For the three months ended July 31, 2021 and 2020, we recorded pretax restructuring credits of $0.3 million and charges of $2.2 million, respectively, related to this program. We anticipate $10.0 million in run rate savings from actions starting in fiscal 2022. These (credits) charges are reflected in Restructuring and related (credits) charges in our Unaudited Condensed Consolidated Statements of Net Income. See Note 9, “Restructuring and Related (Credits) Charges” for more details on these charges.
In November 2020, in response to the COVID-19 pandemic and the Company’s successful transition to a virtual work environment, we increased use of virtual work arrangements for post-pandemic operations. As a result, we expanded the scope of the Business Optimization Program to include the exit of certain leased office space beginning in the third quarter of fiscal 2021, and the reduction of our occupancy at other facilities. We are reducing our real estate square footage occupancy by approximately 12%.
These actions are anticipated to yield annualized cost savings estimated to be approximately $8.0 million. We anticipate ongoing facility-related costs associated with certain properties to result in additional restructuring charges in future periods.
For the impact of our restructuring program on diluted earnings per share, see the section below, “Diluted Earnings per Share (EPS).”
Amortization of Intangible Assets:
Amortization of intangible assets was $21.2 million for the three months ended July 31, 2021, an increase of $4.3 million, or 25%, as compared with the prior year. On a constant currency basis, amortization of intangible assets increased 22% as compared with the prior year primarily due to the intangibles acquired as part of the Hindawi acquisition completed in fiscal year 2021. See Note 3, “Acquisitions” for more details on this acquisition.
Operating Income, Adjusted Contribution to Profit (CTP) and Adjusted EBITDA:
Operating income for the three months ended July 31, 2021 increased $10.9 million, or 36%, as compared with the prior year. On a constant currency basis, operating income increased 28% as compared with the prior year, primarily due to the increase in revenue, partially offset by an increase in operating and administrative expenses, and cost of sales.
Adjusted CTP and Adjusted EBITDA on a constant currency basis and excluding restructuring (credits) charges, increased 18% and 12% respectively, as compared with the prior year. The increase in Adjusted CTP and Adjusted EBITDA was primarily due to revenue performance described above, partially offset by an increase in operating and administrative expenses, and cost of sales. In addition, the increase in Adjusted CTP was partially offset by higher depreciation and amortization.
Adjusted CTP
Below is a reconciliation of our consolidated US GAAP Operating Income to Non-GAAP Adjusted CTP:
Interest expense was $4.6 million for both the three months ended July 31, 2021 and 2020, respectively. The expense was consistent with the prior year period as a higher average debt balance outstanding, which included borrowings for the funding of acquisitions in fiscal year 2021, was offset by a lower weighted average effective borrowing rate for the current fiscal year compared with the prior fiscal year.
Foreign Exchange Transaction Gains (Losses):
Foreign exchange transaction gains were $0.4 million for the three months ended July 31, 2021 and were primarily due to gains on our intercompany accounts receivable and payable balances, partially offset by losses on our third-party receivable and payable balances due to the impact of the change in average foreign exchange rates as compared to the US dollar.
Foreign exchange transaction losses were $0.1 million for the three months ended July 31, 2020 and were primarily due to losses on our third-party receivable and payable balances, offset by gains on our intercompany accounts receivable and payable balances due to the impact of the change in average foreign exchange rates as compared to the US dollar.
Gain on Sale of Certain Assets:
The gain on the sale of certain assets is due to the sale of our world languages product portfolio which was included in our Academic & Professional Learning segment and resulted in a pretax gain of approximately $3.8 million during the three months ended July 31, 2021.
Provision for Income Taxes:
Below is a reconciliation of our US GAAP Income Before Taxes to Non-GAAP Adjusted Income Before Taxes:
Below is a reconciliation of our US GAAP Income Tax Provision to Non-GAAP Adjusted Income Tax Provision, including our US GAAP Effective Tax Rate and our Non-GAAP Adjusted Effective Tax Rate:
Foreign exchange gains on intercompany transactions
(101
)
(612
)
Gain on sale of certain assets
(936
)
—
Income Tax Adjustments:
Impact of increase in UK statutory rate on deferred tax balances (2)
(20,726
)
(6,689
)
Non-GAAP Adjusted Income Tax Provision
$
8,454
$
6,842
US GAAP Effective Tax Rate
68.6
%
45.1
%
Non-GAAP Adjusted Effective Tax Rate
21.6
%
22.5
%
(1)
For the three months ended July 31, 2021, substantially all of the tax impact was from deferred taxes. For the three months ended July 31, 2020, the tax impact was $0.2 million from current taxes offset by $0.1 million from deferred taxes.
(2)
These adjustments impacted deferred taxes in the three months ended July 31, 2021 and 2020.
The effective tax rate for the three months ended July 31, 2021 was 68.6% compared to 45.1% for the three months ended July 31, 2020. The rate for each three-month period was impacted by increases in the UK statutory rate in each period, resulting in a noncash deferred tax expense in each period from the re-measurement of our applicable UK net deferred tax liabilities. The rate for the three months ended July 31, 2021 was greater than the rate for the three months ended July 31, 2020 due to a larger increase in the UK statutory rate than the prior period. Excluding the tax impact of the UK statutory tax rate changes and other adjustments noted in the table above, the Non-GAAP Adjusted Effective Tax Rate was 21.6% for the three months ended July
31, 2021 compared to 22.5% for the three months ended July 31, 2020.
During the first three months of fiscal 2022, the UK enacted legislation that increased its statutory rate from 19% to 25% effective April 1, 2023, resulting in a $20.7 million non-cash deferred tax expense. During the first three months of fiscal 2021, the UK officially enacted legislation that increased its statutory rate from 17% to 19%, resulting in a $6.7 million non-cash deferred tax expense.
Diluted Earnings per Share (EPS):
EPS for the three months ended July 31, 2021 was $0.24 per share compared with $0.29 per share for the three months ended July 31, 2020. This decrease was due to a higher provision for income taxes, partially offset by higher operating income and, to a lesser extent, the gain on sale of certain assets.
Below is a reconciliation of our US GAAP EPS to Non-GAAP Adjusted EPS. The amount of the pretax, and the related income tax impact for the adjustments included in the table below, are presented in the section above, “Provision for Income Taxes”.
Foreign exchange gains on intercompany transactions
(0.01
)
(0.02
)
Gain on sale of certain assets
(0.05
)
—
Income tax adjustments
0.37
0.12
Non-GAAP Adjusted EPS
$
0.54
$
0.42
On a constant currency basis, Adjusted EPS increased 17% primarily due to an increase in Adjusted CTP and, to a lesser extent, a slightly lower Adjusted Effective Tax Rate.
Research Publishing & Platforms revenue for the three months ended July 31, 2021increased $33.9 million, or 14%, as compared with the prior year on a reported basis. On a constant currency basis, revenue increased 10% as compared with the prior year. Excluding revenue from acquisitions, organic revenue increased 5% on a constant currency basis. This increase was primarily due to continued growth in Open Access in Research Publishing due to comprehensive “read and publish” agreements and, to a lesser extent, an increase in platforms and corporate sales. In the three months ended July 31, 2021, we experienced a 5% increase in organic article output, which resulted in a 56% increase in Open Access revenue as compared to prior year. This was partially offset by a decline in subscriptions revenue partially attributable to those “read
and publish” agreements and, to a lesser extent, the previously anticipated libraries and academic budget challenges as a result of COVID-19.
Adjusted EBITDA:
On a constant currency basis, Adjusted EBITDA increased 12% as compared with the prior year. This increase was primarily due to higher revenue, partially offset by higher editorial costs due to additional resources to support investments in growth, which includes the impact of the acquisition of Hindawi and, to a lesser extent, higher cost of sales and technology related costs.
In May 2021, we moved the WileyNXT product offering from Academic & Professional Learning – Education Publishing to Education Services – Talent Development Services. As a result, the prior period results related to the WileyNXT product offering have been included in Education Services - Talent Development Services. The Revenue, Adjusted Contribution to Profit and Adjusted EBITDA for WileyNXT was $0.5 million, $0.1 million, and $0.1 million, respectively, for the three months ended July 31, 2020. There were no changes to our total consolidated financial results.
Revenue:
Academic & Professional Learning revenue increased $12.8 million, or 10%, as compared with the prior year on a reported basis. On a constant currency basis, revenue increased 7% as compared with the prior year. This increase was primarily due to Professional Learning due to an increase in trade print book publishing, and corporate training due to further recovery from the prior year COVID-19 impact. In Education Publishing, there was an increase in courseware offerings, and print textbooks and digital content, which were partially offset by declines in test preparation.
Adjusted EBITDA:
On a constant currency basis, Adjusted EBITDA increased 37% as compared with the prior year. This increase was due to higher revenues, and to a lesser extent, lower sales costs. This was partially offset by higher print product costs and, to a lesser extent, higher technology related costs.
University Services was previously referred to as Education Services OPM.
(2)
Talent Development Services was previously referred to as mthree.
(3)
In May 2021, we moved the WileyNXT product offering from Academic & Professional Learning – Education Publishing to Education Services – Talent Development Services. As a result, the prior period results related to the WileyNXT product offering have been included in Education Services - Talent Development Services. The Revenue, Adjusted Contribution to Profit and Adjusted EBITDA for WileyNXT was $0.5 million, $0.1 million, and $0.1 million, respectively, for the three months ended July 31, 2020. There were no changes to our total consolidated financial results.
Revenue:
Education Services revenue increased $10.3 million, or 16%, as compared with the prior year on a reported basis. On a constant currency basis, revenue increased 13% as compared with the prior year. This increase was primarily due to an increase in placements in Talent Development Services and higher enrollments in University Services. For the three months ended July 31, 2021, we experienced a 9% increase in online enrollment and 13 new degree programs were added in University Services. For the three months ended July 31, 2021, we delivered nearly 70% growth in IT talent placements in Talent Development Services.
Adjusted EBITDA:
On a constant currency basis, Adjusted EBITDA decreased 21% as compared with the prior year. This was due to an increase in employment related costs due to increased investments to support the revenue growth and, to a lesser extent, higher marketing related costs, partially offset by higher revenue.
Corporate Expenses for the three months ended July 31, 2021 increased $4.2 million, or 11%, as compared with the prior year. On a constant currency basis and excluding restructuring (credits) charges, these expenses increased 17% as compared with the prior year. This was primarily due to higher employee benefit and retirement related expenses.
The Company is reaffirming its full year outlook and adding the newly defined Adjusted EPS metric described below. Going forward, Wiley will discontinue reporting on the former Adjusted EPS metric.
(amounts in millions, except Adjusted EPS)
Metric
Fiscal Year 2021
Actual
Fiscal Year 2022
Outlook
Revenue
$
1,942
$
$2,070 to $2,100
Adjusted EBITDA
$
419
$
$415 to $435
Adjusted EPS - former
$
2.92
$
$2.80 to $3.05
Adjusted EPS -newly defined
$
4.00
$
$4.00 to $4.25
Free Cash Flow
$
257
$
$200 to $220
●
Revenue Outlook: Wiley expects consolidated revenue growth of mid-to-high single digits, to a range of $2.07 to $2.1 billion.
●
Adjusted EBITDA Outlook: Wiley expects a range between $415 and $435 million, with profit gains on higher revenue tempered by investments to accelerate growth initiatives.
●
Adjusted EPS Outlook (newly defined): Wiley expects arange between $4.00 to $4.25 reflecting investments, and a higher effective tax rate. Again, this is a reaffirmation of guidance but now excludes the non-cash amortization of acquired intangible assets totaling $1.20 per share.
●
Free Cash Flow Outlook: Wiley expects a range between $200 and $220 million. While cash earnings are expected to be strong, we see certain one-time headwinds compared to Fiscal Year 2021, including higher capital expenditures, higher net cash taxes, and higher annual incentive compensation payments for Fiscal Year 2021 outperformance.
Adjusted EPS Change:
Going forward, Wiley’s Adjusted EPS metric will exclude the impact of certain non-cash items directly related to acquisitions, most notably the amortization of acquired intangible assets. The Company does not consider these non-cash items to be indicative of its ongoing operating performance. The amortization of intangible assets is reflected in Amortization of intangible assets on the Condensed Consolidated Statements of Net Income. It also includes the amortization of acquired product development assets, which is reflected in Cost of sales in the Condensed Consolidated Statements of Net Income. For the three months ended July 31, 2021, under the new measurement, Adjusted EPS (excluding the impact of amortization of acquired intangible assets) was $0.85 compared to $0.67 in the three months ended July
31, 2020. See the reconciliation tables below for more information.
Three Months Ended
July 31,
Fiscal Year
Fiscal Year
2021
2020
2021
2020
US GAAP Earnings (Loss) Per Share
$
0.24
$
0.29
$
2.63
$
(1.32
)
Adjustments:
Restructuring and related (credits) charges
(0.01
)
0.03
0.44
0.43
Foreign exchange (gains) losses on intercompany transactions
(0.01
)
(0.02
)
(0.02
)
0.02
Gain on sale of certain assets
(0.05
)
—
—
—
Income tax adjustments
0.37
0.12
(0.13
)
(0.03
)
Impairment of goodwill
—
—
—
1.94
Impairment of Blackwell trade name
—
—
—
1.31
Impairment of developed technology intangible
—
—
—
0.04
EPS impact of using weighted-average dilutive shares for adjusted EPS calculation (1)
—
—
—
0.01
Non-GAAP Adjusted EPS (Previously Reported)
$
0.54
$
0.42
$
2.92
$
2.40
Amortization of acquired intangible assets
0.31
0.25
1.08
0.90
Non-GAAP Adjusted EPS (Newly Defined)
$
0.85
$
0.67
$
4.00
$
3.30
Weighted average number of common shares outstanding
For Fiscal Year 2020, represents the impact of using diluted weighted-average number of common shares outstanding (56.7 million shares for the year ended April 30, 2020) included in the Non-US GAAP Adjusted EPS calculation in order to apply the dilutive impact on adjusted net income due to the effect of unvested restricted stock units and other stock awards. This impact occurs when a US GAAP net loss is reported and the effect of using dilutive shares is antidilutive.
Below is a reconciliation of our US GAAP Income (Loss) Before Taxes to Non-GAAP Adjusted Income Before Taxes:
Three Months Ended
July 31,
Fiscal Year
Fiscal Year
2021
2020
2021
2020
US GAAP Income (Loss) Before Taxes
$
44,002
$
29,734
$
175,912
$
(63,092
)
Pretax Impact of Adjustments:
Restructuring and related (credits) charges
(276
)
2,218
33,310
32,607
Foreign exchange (gains) losses on intercompany transactions
(795
)
(1,569
)
(1,457
)
1,256
Gain on sale of certain assets
(3,750
)
—
—
—
Impairment of goodwill
—
—
—
110,000
Impairment of Blackwell trade name
—
—
—
89,507
Impairment of developed technology intangible
—
—
—
2,841
Non-GAAP Adjusted Income Before Taxes (Previously Reported)
$
39,181
$
30,383
$
207,765
$
173,119
Amortization of acquired intangible assets
22,284
18,149
79,421
68,269
Non-GAAP Adjusted Income Before Taxes (Newly Defined)
$
61,465
$
48,532
$
287,186
$
241,388
Below is a reconciliation of our US GAAP Income Tax Provision to Non-GAAP Adjusted Income Tax Provision, including our US GAAP Effective Tax Rate and our Non-GAAP Adjusted Effective Tax Rate:
Three Months Ended
July 31,
Fiscal Year
Fiscal Year
2021
2020
2021
2020
US GAAP Income Tax Provision
$
30,172
$
13,400
$
27,656
$
11,195
Income Tax Impact of Adjustments (1):
Restructuring and related (credits) charges
45
743
8,065
7,949
Foreign exchange (gains) losses on intercompany transactions
(101
)
(612
)
(363
)
242
Gain on sale of certain assets
(936
)
—
—
—
Impairment of Blackwell trade name
—
—
—
15,216
Impairment of developed technology intangible
—
—
—
686
Income Tax Adjustments:
Impact of increase in UK statutory rate on deferred tax balances (2)
(20,726
)
(6,689
)
(3,511
)
—
Impact of US CARES Act (3)
—
—
13,998
—
Impact of change in certain US state tax rates in 2021 and tax rates in France in 2020 (2)
—
—
(3,225
)
1,887
Non-GAAP Adjusted Income Tax Provision (Previously Reported)
$
8,454
$
6,842
$
42,620
$
37,175
Amortization of acquired intangible assets (1)
4,843
4,298
18,511
16,820
Non-GAAP Adjusted Income Tax Provision (Newly Defined)
Below is a reconciliation of our consolidated US GAAP Net Income to Non-GAAP EBITDA and Adjusted EBITDA for the year ended April 30, 2021:
Fiscal Year
2021
Net Income
$
148,256
Interest expense
18,383
Provision for income taxes
27,656
Depreciation and amortization
200,189
Non-GAAP EBITDA
394,484
Restructuring and related charges
33,310
Foreign exchange transaction losses
7,977
Other income, net
(16,761
)
Non-GAAP Adjusted EBITDA
$
419,010
Below are the details of Free Cash Flow Less Product Development Spending for the year ended April 30, 2021:
Fiscal Year
2021
Net cash provided by operating activities
$
359,923
Less: Additions to technology, property and equipment
(77,407
)
Less: Product development spending
(25,954
)
Free cash flow less product development spending
$
256,562
LIQUIDITY AND CAPITAL RESOURCES
Principal Sources of Liquidity
We believe that our operating cash flow, together with our revolving credit facilities and other available debt financing, will be adequate to meet our operating, investing and financing needs in the foreseeable future. There can be no assurance that continued or increased volatility in the global capital and credit markets will not impair our ability to access these markets on terms commercially acceptable in the future. In addition, our liquidity could be adversely impacted by COVID-19 due to the continued impact on our customers, including cash collections. We do not have any off-balance-sheet debt.We will continue to pursue attractive opportunities to add scale and provide enhanced tech-enabled services in research and online education.
As of July 31, 2021, we had cash and cash equivalents of $83.0 million, of which approximately $79.9 million, or 96%, was located outside the US. Maintenance of these cash and cash equivalent balances outside the US does not have a material impact on the liquidity or capital resources of our operations. Notwithstanding the Tax Cuts and Jobs Act of 2017 (the Tax Act), which generally eliminated federal income tax on future cash repatriation to the US, cash repatriation may be subject to state and local taxes or withholding or similar taxes. Since April 30, 2018, we no longer intend to permanently reinvest earnings outside the US. We have a $2.5 million liability related to the estimated taxes that would be incurred upon repatriating certain non-US earnings.
On May 30, 2019, we entered into a credit agreement that amended and restated our existing revolving credit agreement (“Amended and Restated RCA”). The Amended and Restated RCA provides for senior unsecured credit facilities comprised of a (i) five-year revolving credit facility in an aggregate principal amount up to $1.25 billion, and (ii) a five-year term loan A facility consisting of $250 million. The agreement contains certain customary affirmative and negative covenants, including a financial covenant in the form of a consolidated net leverage ratio and consolidated interest coverage ratio.
As of July 31, 2021, we had approximately $964.5 million of debt outstanding, net of unamortized issuance costs of $0.5 million, and approximately $518.8 million of unused borrowing capacity under our Amended and Restated RCA and other facilities. Our Amended and Restated RCA contains certain restrictive covenants related to our consolidated leverage ratio and interest coverage ratio, which we were in compliance with as of July 31, 2021.
The following table shows the changes in our Unaudited Condensed Consolidated Statements of Cash Flows for the three months ended July 31, 2021 and 2020.
Effect of foreign currency exchange rate changes on cash, cash equivalents and restricted cash
$
(1,586
)
$
4,500
Cash flow from operations is seasonally a use of cash in the first half of Wiley’s fiscal year principally due to the timing of collections for annual journal subscriptions, which occurs in the beginning of the second half of our fiscal year.
Free cash flow less product development spending helps assess our ability, over the long term, to create value for our shareholders, as it represents cash available to repay debt, pay common dividends, and fund share repurchases, and acquisitions. Below are the details of Free cash flow less product development spending.
Less: Additions to technology, property and equipment
(17,910
)
(18,964
)
Less: Product development spending
(5,670
)
(5,325
)
Free cash flow less product development spending
$
(108,354
)
$
(145,072
)
Net Cash Used In Operating Activities
The following is a summary of the $36.0 million change in Net cash used in operating activities for the three months ended July 31, 2021 as compared with the three months ended July 31, 2020 (amounts in millions).
Net cash used inoperating activities – Three months ended July 31, 2020
$
(120.8
)
Net income adjusted for items to reconcile net income to net cash used in operating activities, including the following noncash items: depreciation and amortization, and the change in deferred taxes
Net cash used in operating activities – Three months ended July 31, 2021
$
(84.8
)
The changes in accounts payable and royalties payable and accounts receivable, net and contract liabilities were primarily due to timing. The change in income taxes was due to lower international tax payments, net of refunds in the three months ended July 31, 2021. The change in other accrued liabilities was primarily due to an increase in payments due to higher annual incentive compensation.
The change in other working capital items noted in the table above was primarily due to a decrease in employee benefit and retirement related costs, and a reduction in cash used for prepayments.
Our negative working capital (current assets less current liabilities) was $284.4 million and $462.7 million as of July 31, 2021 and April 30, 2021, respectively. This $178.3 million change in negative working capital was primarily due to the seasonality of our business. The primary driver of the negative working capital is the benefit realized from unearned contract liabilities related to subscriptions for which cash has been collected in advance. The contract liabilities will be recognized as income when the products are shipped or made available online to the customers over the term of the subscription. Current liabilities as of July
31, 2021 and as of April 30, 2021 includes $418.5 million and $545.4 million, respectively, primarily related to deferred subscription revenue for which cash was collected in advance.
Cash collected in advance for subscriptions is used by us for a number of purposes including funding: operations, capital expenditures, acquisitions, debt repayments, dividend payments, and share repurchases. Many of our customers have been adversely impacted by COVID-19, and we expect some continued delays in payments due to widespread disruption and pervasive cash conservation behaviors in the face of uncertainty. We have recorded provisions for bad debt where appropriate.
Net Cash Used In Investing Activities
Net cash used in investing activities for the three months ended July 31, 2021 was $23.5 million compared to $28.3 million in the prior year. The decrease in cash used in investing activities was due to a decrease of $3.6 million in cash used for the acquisition of publication rights and other activities, and cash proceeds of $3.4 million in the three months ended July 31, 2021 due to the sale of our world language product portfolio as described above. This was partially offset by an increase of $2.9 million in cash used to acquire businesses.
Net Cash Provided By Financing Activities
Net cash provided by financing activities was $99.1 million for the three months ended July 31, 2021 compared to $43.5 million for the three months ended July 31, 2020. This increase in cash provided by financing activities was primarily due to a decrease in net repayments of long-term debt of $75.3 million, partially offset by an increase in cash used for book overdrafts of $9.5 million, and $7.4 million of cash used for purchases of treasury shares in the three months ended July 31, 2021.
Dividends and Share Repurchases
In the three months ended July 31, 2021, we increased our quarterly dividend to shareholders to $1.38 per share annualized versus $1.37 per share annualized in the prior year.
The following table summarizes the shares repurchased of Class A and Class B Common Stock for the three months ended July 31, 2021 (shares in thousands):
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are exposed to market risk primarily related to interest rates, foreign exchange, and credit risk. It is our 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. We do not use derivative financial instruments for trading or speculative purposes.
Interest Rates
From time to time, we may use interest rate swaps, collars, or options to manage our exposure to fluctuations in interest rates. 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.
The information set forth in Note 16, "Derivatives Instruments and Hedging Activities," of the Notes to Unaudited Condensed Consolidated Financial Statements under the caption "Interest Rate Contracts," is incorporated herein by reference.
On an annual basis, a hypothetical one percent change in interest rates for the $565.0 million of unhedged variable rate debt as of July 31, 2021 would affect net income and cash flow by approximately $4.4 million.
Foreign Exchange Rates
Fluctuations in the currencies of countries where we operate outside the US may have a significant impact on financial results. We are primarily exposed to movements in British pound sterling, euros, Canadian and Australian dollars, and certain currencies in Asia. The statements of financial position of non-US business units are translated into US dollars using period-end exchange rates for assets and liabilities and the statements of income are translated into US dollars using weighted-average exchange rates for revenues and expenses.
Our significant investments in non-US 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, net of tax within Shareholders’ Equity under the caption Foreign currency translation adjustment. During the three months ended July 31, 2021, we recorded foreign currency translation losses in Accumulated other comprehensive loss, net of tax of approximately $5.9 million, primarily as a result of the fluctuations of the US dollar relative to the euro and, to a lesser extent the Australian dollar. During the three months ended July 31, 2020, we recorded foreign currency translation gains in Accumulated other comprehensive loss, net of tax of approximately $46.9 million, primarily as a result of the fluctuations of the
US dollar relative to the British pound sterling, and to a lesser extent the euro.
Exchange rate gains or losses related to foreign currency transactions are recognized as transaction gains or losses on the Unaudited Condensed Consolidated Statements of Net Income as incurred. Under certain circumstances, we 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 information set forth in Note 16, "Derivatives Instruments and Hedging Activities," of the Notes to Unaudited Condensed Consolidated Financial Statements under the caption "Foreign Currency Contracts," is incorporated herein by reference.
Sales Return Reserves
The estimated allowance for print book sales returns is based upon historical return patterns, as well as current market trends in the businesses in which we operate, including the impact of COVID-19. In connection with the estimated sales return reserves, we also include a related increase to inventory and a reduction to accrued royalties as a result of the expected returns.
The reserves are reflected in the following accounts of our Unaudited Condensed Consolidated Statements of Financial Position:
A one percent change in the estimated sales return rate could affect net income by approximately $0.5 million. A change in the pattern or trends in returns could affect the estimated allowance.
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 us between the months of December and April. Although currently we have 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 20% of total annual consolidated revenue, and no one affiliated group of subscription agents accounts for more than 10% of total annual consolidated revenue.
Our book business is not dependent upon a single customer; however, the industry is concentrated in national, regional, and online bookstore chains. No single book customer accounts for more than 8% of total consolidated revenue and more than 15% of accounts receivable at July 31, 2021. The top 10 book customers account for approximately 13% of total consolidated revenue and approximately 26% of accounts receivable at July 31, 2021.
Many of our customers have been adversely impacted by COVID-19, and we expect some continued delays in payments due to widespread disruption and pervasive cash conservation behaviors in the face of uncertainty.
ITEM 4. CONTROLS AND PROCEDURES
The Company's Chief Executive Officer and Chief Financial Officer, together with the Chief Accounting Officer and other members of the Company's management, have conducted an evaluation of the Company’s disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”) as of the end of the period covered by this report. Based on this evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that the Company's disclosure controls and procedures were effective to ensure that information required to be disclosed by the
Company in reports filed or submitted under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified by the Securities and Exchange Commission's rules and forms and (ii) accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
Changes in Internal Control over Financial Reporting: During fiscal year 2021, we closed on the acquisition of Hindawi. We excluded Hindawi from the scope of management’s report on internal control over financial reporting for the year ended April 30, 2021. We are in the process of integrating Hindawi to our overall internal control over financial reporting and will include them in scope for the year ending April 30, 2022. This process may result in additions or changes to our internal control over financial reporting.
We continue to implement additional functionality and enhancements to our previously disclosed global ERP implementation. As with any new information system we implement, this application, along with the internal controls over financial reporting included in this process, will require testing for effectiveness. In connection with this ERP implementation, we are updating our internal controls over financial reporting, as necessary, to accommodate modifications to our business processes and accounting procedures. We do not believe that the ERP implementation will have an adverse effect on our internal control over financial reporting.
Except as described above, there were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) during the quarter ended July 31, 2021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
There have been no significant developments related to legal proceedings during the three months ended July 31, 2021. For information regarding legal proceedings, see our Annual Report on Form 10-K for the fiscal year ended April 30, 2021 Note 16, “Commitment and Contingencies”.
ITEM 1A. RISK FACTORS
See Part I, Item 1A, “Risk Factors,” of our Annual Report on Form 10-K for the fiscal year ended April 30, 2021. Except as required by the federal securities law, we undertake no obligation to update or revise any risk factor, whether as a result of new information, future events or otherwise.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
During the three months ended July 31, 2021, we made the following purchases of Class A and Class B Common Stock under our publicly announced stock repurchase programs:
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
Inline XBRL
101.INS*
Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
