United States securities and exchange commission logo
April 29, 2021
John Kritzmacher
Executive Vice President and Chief Financial Officer
John Wiley & Sons, Inc.
111 River Street
Hoboken, New Jersey 07030
Re: John Wiley & Sons,
Inc.
Form 10-K for the
Fiscal Year Ended April 30, 2020
Filed June 26, 2020
Form 8-K filed
March 4, 2021
File No. 001-11507
Dear Mr. Kritzmacher:
We have limited our review of your filing to the financial
statements and related
disclosures and have the following comments. In some of our comments, we
may ask you to
provide us with information so we may better understand your disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Form 10-K for the Fiscal Year Ended April 30, 2020
Management's Discussion and Analysis of Financial Condition and Results
of Operations, page
25
1. Refer to pages 28 and
33. We note you present Non-GAAP Adjusted EPS. It is not clear
how you calculated
income tax adjustments related to this non-GAAP financial measure
or how you determined
your presentation complies with the response to Question 102.11
of the Compliance and
Disclosure Interpretations on Non-GAAP Financial Measures.
Please explain to us
how you calculated income tax adjustments and why you believe your
presentation complies
with Question 102.11 or explain how you intend to revise your
presentation. This
comment is also applicable to disclosures in your Forms 10-Q and
earnings releases filed
under Forms 8-K.
2. Refer to page 42. We
note your disclosures related to the goodwill impairment charge
John Kritzmacher
FirstName
John WileyLastNameJohn
& Sons, Inc. Kritzmacher
Comapany
April NameJohn Wiley & Sons, Inc.
29, 2021
April 229, 2021 Page 2
Page
FirstName LastName
you recorded during FY 2020. Please revise your disclosures to more
fully address the
following:
Quantify and discuss the material assumptions underlying your
estimate of the fair
value of the reporting unit for which you recorded an impairment;
Quantify and discuss the potential impact of changes in those
assumptions on the
remaining goodwill in the reporting unit; and
Quantify the long lived assets allocated to the reporting unit
that you also tested for
impairment.
Consolidated Financial Statements
Note 2 - Summary of Significant Accounting Policies, Recently Issued, and
Recently Adopted
Accounting Standards
Summary of Significant Accounting Policies
Inventories , page 61
3. Please confirm and clarify that inventories not recorded at LIFO are
carried at the lower of
cost or net realizable value as required by ASC 330-10-35-1B.
Note 3 - Revenue Recognition, Contracts with Customers, page 66
4. We note your presentation of disaggregated revenue by segment and
product type. Please
explain to us how your presentation provides information about how the
nature, amount,
timing, and uncertainty of revenue and cash flows are affected by
economic factors. In
this regard, we note that the amounts you present do not appear to
correspond to the
product types disclosed and discussed in your revenue footnote. We
also note you do not
appear to present disaggregated revenue based on when revenue is
recognized,
including over time and at a point in time. Please tell us how you
considered the guidance
in ASC 606-10-50-5 and ASC 606-10-55-89 through 91 when determining
the appropriate
categories to use to disaggregate revenue.
Note 20 - Segment Information , page 96
5. We note you present three different segment profitability measures in
your segment
footnote. Please be advised, if your CODM uses more than one measure
of a segment s
profit or loss to assess performance and allocate resources, the
measure you report and
disclose should be the one that management believes is determined in
accordance with the
measurement principles most consistent with those used in measuring
the corresponding
amounts in your consolidated financial statements. Please revise your
segment footnote to
report one segment profitability measure and remove the other segment
profitability
measures currently presented. Refer to ASC 280-10-50-22 and ASC
280-10-55-9. Please
note that any additional segment profitability measures, presented
outside your financial
statements and related footnotes, would be non-GAAP financial measures
that could
only be presented to the extent they are appropriate and their
presentation fully
complies with all the requirements of Regulation G and Item 10(e) of
Regulation S-K,
including any disclosures presented in Business, MD&A, and earnings
releases filed under
John Kritzmacher
John Wiley & Sons, Inc.
April 29, 2021
Page 3
Forms 8-K. Refer to the responses to Questions 104.03 and 104.04 of
the Compliance and
Disclosure Interpretations on Non-GAAP Financial Measures. This
comment is also
applicable to disclosures in your Forms 10-Q and earnings releases
filed under Forms 8-
K.
Form 8-K filed on March 4, 2021
Exhibit 99.1, page 1
6. Please revise your presentation to fully comply with the response to
Question 102.10 of
the Compliance and Disclosure Interpretations on Non-GAAP Financial
Measures,
including the following:
Under Third Quarter Summary, present the most directly comparable
GAAP measure
to EBITDA with equal or greater prominence.
Under Third Quarter Performance, present the most directly
comparable GAAP
measure to Adjusted EBITDA with equal or greater prominence.
Present and discuss GAAP segment profitability measures with equal
or greater
prominence.
In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.
You may contact Andi Carpenter at 202-551-3645 or Anne McConnell at
202-551-3709
with any questions.
FirstName LastNameJohn Kritzmacher Sincerely,
Comapany NameJohn Wiley & Sons, Inc.
Division of
Corporation Finance
April 29, 2021 Page 3 Office of
Manufacturing
FirstName LastName