UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934
September 9, 2014
(Date of Report)
(Date of earliest event reported)
JOHN WILEY & SONS, INC.
(Exact name of registrant as specified in its charter)
New York
(State or jurisdiction of incorporation)
| | 0-11507 | 13-5593032 |
| | ---------------------------------------------------- | --------------------------------------------- |
| | Commission File Number | IRS Employer Identification Number |
| | 111 River Street, Hoboken NJ | 07030 |
| | ---------------------------------------------------- | --------------------------------------------- |
| | Address of principal executive offices | Zip Code |
| | Registrant’s telephone number, including area code: | (201) 748-6000 |
| | | --------------------------------------------- |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
| ITEM 7.01: | REGULATION FD DISCLOSURE |
The information in this report is being furnished (i) pursuant to Regulation FD, and (ii) pursuant to item 12 Results of Operation and Financial Condition (in accordance with SEC interim guidance issued March 28, 2003). In accordance with General Instructions B.2 and B.6 of Form 8-K, the information in this report shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1934, as amended. The furnishing of the information set forth in this report is not intended to, and does not, constitute a determination or admission as to the materiality or completeness of such information.
On Septemeber 9, 2014, John Wiley & Sons Inc., a New York corporation (the “Company”), issued a press release announcing the Company’s financial results for the first quarter of fiscal year 2015. A copy of the Company’s press release is attached hereto as Exhibit 99.1 and incorporated. Exhibit 99.10 is a copy of the slides furnished at the first quarter fiscal year 2015 earnings presentation.
99.1 Press release dated September 9, 2014 titled “John Wiley & Sons, Inc. Reports First Quarter Fiscal Year 2015 Results” (furnished and not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and not deemed incorporated by reference in any filing under the Securities Act of 1934, as amended).
99.10 Press release slideshow presentation (furnished and not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and not deemed incorporated by reference in any filing under the Securities Act of 1934, as amended).
Investor Contact: Media Contact:
Brian Campbell, Investor Relations Linda Dunbar, Media Relations
201.748.6874 201.748.6390
brian.campbell@wiley.com ldunbar@wiley.com
John Wiley & Sons, Inc. Reports First Quarter Fiscal Year 2015 Results
| · | Revenue of $438 million, up 4% over prior year on a constant currency basis |
| · | Journal subscription revenue of $169 million, up 1% on a constant currency basis |
| · | Adjusted EPS of $0.56, up 8% on a constant currency basis |
| · | Full year financial outlook reaffirmed |
September 9, 2014 (Hoboken, NJ) – John Wiley & Sons, Inc. (NYSE: JWa and JWb), a global provider of knowledge and knowledge-enabled services that improve outcomes in research, professional practice, and education, today announced the following results for the first quarter of fiscal year 2015:
% Change
| $ millions | FY15* | FY14 | | Excluding FX | Including FX |
Revenue | $438 | $411 | | 4% | 7% |
| EPS | | | | | |
| Adjusted | $0.56 | $0.51 | | 8% | 10% |
| US GAAP | $0.56 | $0.61 | | (10%) | (8%) |
| | | | | | |
| *Includes only one month of results for CrossKnowledge acquisition (reported on a two-month lag) |
| | | | | | |
| Please see the attached financial schedules for more detail |
Management Commentary
“Wiley’s revenue growth in this quarter was fueled by double-digit growth rates across most of our Education portfolio, as well as contributions from our newly acquired Talent Solutions businesses. In addition, our journal revenues continued to grow at low-single-digit rates, supported by growth in subscriptions and author funded access,” said Steve Smith, President and CEO. “Our solutions businesses achieved important new milestones, with CrossKnowledge rising to #8 in worldwide market share for Learning Management Systems and Deltak signing its first UK university partnership in late August.”
Fiscal Year 2015 Outlook
Wiley is reaffirming its fiscal year 2015 outlook of mid-single-digit revenue growth and EPS in a range of $3.25 to $3.35, including a 10-cent per share dilutive earnings impact from recently acquired CrossKnowledge and Profiles International.
Financial Highlights
| · | First quarter revenue grew 4% on a constant currency basis to $438 million due to strong organic growth in Education (+12%) and the contribution from recent acquisitions in Professional Development (+$9.6 million). Including the impact of currency, revenue grew 7%. |
| · | Adjusted earnings per share (EPS) on a constant currency basis grew 8% to $0.56. Adjusted EPS excludes certain one-time or unusual items in the prior year as further described in the attached reconciliation of US GAAP to Adjusted EPS. Adjusted EPS growth was due to revenue growth in Education and company-wide cost savings resulting from restructuring, partially offset by investments in technology and Education Services (Deltak) partnership programs. EPS on a US GAAP basis fell 8% primarily due to a large tax benefit in the year-ago period related to a UK corporate income tax rate reduction. |
| · | Share Repurchases: Wiley repurchased 200,492 shares this quarter at a cost of $12.2 million, an average of $60.72 per share. |
| · | Dividend: In June, the Board of Directors increased Wiley’s quarterly cash dividend by 16% to $0.29 per share on its Class A and Class B Common Stock. It was the 21st consecutive annual increase. |
Revised Allocations of Shared Services and Administrative Costs
As part of Wiley’s restructuring and reorganization program, the Company consolidated certain decentralized business functions (Content Management, Vendor Procurement Services, Marketing Services, etc.) into global shared service functions. These newly centralized service groups enable significant cost reduction opportunities, including efficiencies gained from standardized technology and centralized management. The costs of these functions were previously reported as direct operating expenses in each business segment but are now reported within the shared service functions. Prior year amounts have been revised to reflect the same reporting methodology.
Adjusted Results
The Company provides financial measures referred to as “adjusted” revenue, contribution to profit, and EPS, which exclude restructuring charges and deferred tax benefits related to a UK corporate income tax rate reduction. Variances to adjusted revenue, contribution to profit, and EPS are on a constant currency basis unless otherwise noted. Management believes the exclusion of such items provides additional information to facilitate the analysis of results. These non-GAAP measures are not intended to replace the financial results reported in accordance with GAAP.
Foreign Exchange (“FX”)
Throughout this report, references are made to variances “excluding foreign exchange” or “on a constant currency basis”; such amounts exclude both currency translation effects and transactional gains and losses.
RESEARCH
| · | Revenue: First quarter revenue of $254.9 million was flat on a constant currency basis. Growth in journal subscription revenue (+1%) and funded access (+54%) was offset by declines in other journal revenue (-1%), book sales (-8%), and other research revenue (-8%). |
| · | Calendar Year 2014 Journal Subscriptions: At the end of July, calendar year 2014 journal subscriptions were up 1.5% on a constant currency basis, with 98% of targeted business closed for the 2014 calendar year. |
| · | Adjusted Contribution to Profit: First quarter adjusted contribution to profit after allocated shared service and administrative costs of $69.7 million was flat on a constant currency basis, in line with the flat revenue trend. Contribution to profit after allocated shared service and administrative costs on a US GAAP basis rose 6%. |
| · | Society Business: Two new society journals were signed in the quarter with combined annual revenue of $0.3 million; seven were renewed with approximately $11.4 million in combined annual revenue; and four were not renewed, worth $2.3 million annually. |
| · | SimBioSys Acquisition: In June 2014, Wiley announced the acquisition of SimBioSys Inc., a provider of scientific software tools that facilitate the drug discovery process. SimBioSys is a pioneer in the field of computer-aided retrosynthetic analysis, where it supports chemists in the challenges of organic synthesis. It was founded in 1996, privately held, and is based in Toronto, Canada. Terms were not disclosed. |
| · | Journal Impact Index: In July, Wiley announced a continued increase in the number of its journal titles indexed in the Thomson Reuters® 2013 Journal Citation Reports (JCR). A total of 1,202 Wiley titles were indexed, up from 1,193 in the previous year report, with 27 Wiley journals achieving the top rank in their respective categories, compared to 25 in 2012. The Thomson Reuters index is a barometer of journal influence and impact. |
PROFESSIONAL DEVELOPMENT
| · | Revenue: First quarter revenue grew 9% on a constant currency basis to $92.3 million due to revenue from recent acquisitions, including a one-month contribution from CrossKnowledge (+$4.1 million) and a full quarter contribution from Profiles International (+$5.5 million). Excluding the contributions from both acquisitions, revenue was down 3% from prior year as declines in book sales (-3%) exceeded growth in post-hire assessment (+16%) and online test preparation (+4%). Financial results for the recently acquired CrossKnowledge subsidiary will be reported on a two-month delay pending implementation of reporting process improvements. |
| · | Adjusted Contribution to Profit: First quarter adjusted contribution to profit after allocated shared service and administrative costs more than tripled to $7.8 million, principally due to savings from the company’s restructuring program. Contribution to profit after allocated shared service and administrative costs on a US GAAP basis rose by $8.9 million to $7.6 million. |
| · | Assessment Program Launch: Wiley, in collaboration with best-selling author Patrick Lencioni, has launched The Five Behaviors of a Cohesive Team™, an assessment-based facilitation tool and program designed to help professionals and their organizations build cohesive, effective teams. Powered by Wiley’s Everything DiSC® assessment platform, The Five Behaviors of a Cohesive Team is showing strong momentum since its release in June. |
| · | CrossKnowledge Ranking: In a recently released Bersin by Deloitte report entitled, “Global Market for Learning Management Systems 2014,” CrossKnowledge was ranked 8th in worldwide market share for Learning Management Systems, up from 12th a year ago. Learning Management Systems (LMS) are defined as training technologies that enable companies to develop and share content, deliver instructional materials to employees, and administer formal training. Bersin by Deloitte estimates that spending on LMS applications will grow 21% to more than $2.5 billion in 2014. |
| · | Alliance: Wiley has partnered with the Chinese Cultural University to distribute the CPAexcel® test preparation platform in China. |
EDUCATION
| · | Revenue: First quarter revenue on a constant currency basis grew 12% to $90.7 million, due to growth in print textbooks (+8%), digital books (+36%), and custom products (+20%). The favorable pace of growth was driven by a combination of earlier ordering patterns at US bookstores and new adoptions at US high schools. Education Services (Deltak) revenue grew by 10%. |
| · | Adjusted Contribution to Profit: First quarter adjusted contribution to profit after shared service and administrative costs grew 58% to $8.7 million, reflecting revenue growth and cost savings. Contribution to profit after allocated shared service and administrative costs on a US GAAP basis grew 59% to $8.7 million. |
| · | Education Services: As of July 31, 2014, Deltak had 36 university partners, compared to 33 in the prior year period. During the quarter, the Company signed one new partner, a highly prestigious US university and the largest contract in its history. Two expiring partnerships, totaling five programs, concluded during the quarter. After the quarter closed, Deltak signed its first UK university partnership. At quarter end, Deltak had 179 programs under contract (47 in development but not yet generating revenue) compared to 173 programs in the previous quarter (53 in development) and 129 programs in the prior year period (29 in development). Note: Wiley has revised previously reported Deltak program counts. The revised program count had no impact on current or previously reported financial results. Please see the Company’s first quarter fiscal year 2015 10Q for the fiscal year 2014 revised program counts by quarter. |
Earnings Conference Call
| · | Scheduled for today, September 9, at 10:00 a.m. (EDT) |
| · | Access the webcast at www.wiley.com> Investor Relations> Events and Presentations, or http://www.wiley.com/WileyCDA/Section/id-370238.html |
| · | U.S. callers, please dial (888) 427-9411 and enter the participant code 1380818# |
| · | International callers, please dial (719) 325-2329 and enter the participant code 1380818# |
| · | An archive of the webcast will be available for a period of up to 14 days |
"Safe Harbor" Statement under the Private Securities Litigation Reform Act of 1995
This release contains certain forward-looking statements concerning the Company's operations, performance, and financial condition. Reliance should not be placed on forward-looking statements, as actual results may differ materially from those in any forward-looking statements. Any such forward-looking statements are based upon a number of assumptions and estimates that are inherently subject to uncertainties and contingencies, many of which are beyond the control of the Company, and are subject to change based on many important factors. Such factors include, but are not limited to (i) the level of investment in new technologies and products; (ii) subscriber renewal rates for the Company's journals; (iii) the financial stability and liquidity of journal subscription agents; (iv) the consolidation of book wholesalers and retail accounts; (v) the market position and financial stability of key online retailers; (vi) the seasonal nature of the Company's educational business and the impact of the used book market; (vii) worldwide economic and political conditions; (viii) the Company's ability to protect its copyrights and other intellectual property worldwide (ix) the ability of the Company to successfully integrate acquired operations and realize expected opportunities and (x) other factors detailed from time to time in the Company's filings with the Securities and Exchange Commission. The Company undertakes no obligation to update or revise any such forward-looking statements to reflect subsequent events or circumstances.
About Wiley
Wiley is a global provider of knowledge and knowledge-enabled services that improve outcomes in areas of research, professional practice, and education. Through the Research segment, the Company provides digital and print scientific, technical, medical, and scholarly journals, reference works, books, database services, and advertising. The Professional Development segment provides digital and print books, online assessment and training services, and test prep and certification. In Education, Wiley provides education solutions including online program management services for higher education institutions and course management tools for instructors and students, as well as print and digital content.
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized
