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JW-A > SEC Filings for JW-A > Form 10-Q on 10-Dec-2008All Recent SEC Filings

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Form 10-Q for WILEY JOHN & SONS, INC.


10-Dec-2008

Quarterly Report


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

RESULTS OF OPERATIONS - SECOND QUARTER ENDED OCTOBER 31, 2008

Revenue for the second quarter of fiscal year 2009 increased 2% to $431.9 million, or 5% excluding the unfavorable impact of foreign exchange. Growth was driven by Scientific, Technical, Medical and Scholarly ("STMS") journals and books, an acquisition accounting adjustment that reduced prior year STMS revenue by approximately $6.3 million and growth in Higher Education partially offset by a decline in Professional/Trade ("P/T") revenue due to a weak U.S. retail environment.

Gross profit margin for the second quarter of fiscal year 2009 of 68.4% was 0.4% ahead of the prior year principally due to an acquisition accounting adjustment reducing gross profit margin in the second quarter of fiscal year 2008, product mix and price increases in Higher Education, partially offset by higher inventory obsolescence provisions and lower sales volume in P/T. Operating and administrative expenses for the second quarter of fiscal year 2009 of $215.7 million were flat with the prior year period, or 3% higher excluding the favorable impact of foreign exchange. The increase excluding foreign exchange was mainly due to higher planned employment and editorial costs to support business growth in Higher Education and STMS and an unfavorable comparison to a $1.8 million P/T bad debt recovery in the prior year.

Operating income for the second quarter of fiscal year 2009 increased 13% to $70.2 million, or 17% excluding the unfavorable impact of foreign exchange. Revenue growth, including the purchase accounting adjustment, was offset by higher planned operating and administrative expenses. Interest expense improved $4.8 million to $13.3 million. Lower interest rates contributed approximately $2.4 million towards the improvement, while lower outstanding debt contributed approximately $2.4 million. Losses on foreign currency transactions for the second quarters ended October 31, 2008 and 2007 were $3.6 million and $0.1 million, respectively. The increase in foreign currency losses primarily reflects the strengthening of the U.S. dollar on intercompany payables in non-U.S. locations.

The effective tax rate for the second quarter of fiscal year 2009 was 26.0% compared to 14.7% in the prior year period. During fiscal year 2008, the Company recorded a $3.4 million tax benefit associated with new tax legislation enacted in Germany that reduced the corporate income tax rate from approximately 39% to 29%. The benefit recognized by the Company reflects the adjustments required to restate all applicable deferred tax balances at the new income tax rate. The new tax rates were effective in Germany as of May 1, 2007. Excluding the deferred tax benefit described above, the effective tax rate for the second quarter of fiscal year 2008 was 22.2%. The increase over prior year was principally due to lower foreign tax benefits.

Earnings per diluted share and net income for the second quarter of fiscal year 2009 were $0.67 and $40.1 million, respectively. Reported earnings per diluted share and net income for the second quarter of fiscal year 2008 were $0.65 and $38.4 million, respectively. Adjusted to exclude the non-cash deferred tax benefit described above, earnings per diluted share and net income for fiscal year 2008 were $0.59 and $35.0 million, respectively. See Non-GAAP Financial Measures described below.

Non-GAAP financial measures: The Company's management evaluates its operating performance excluding unusual and/or nonrecurring events. The Company's management believes excluding such events provides a more effective and comparable measure of current and future performance and that excluding the effects of the following tax benefit provides a clearer view of the underlying trends of our business.

-15-

Deferred Tax Benefit on Changes in Statutory Tax Rates

During the second quarter of fiscal year 2008, the Company recorded a $3.4 million tax benefit associated with new tax legislation enacted in Germany that reduced the corporate income tax rate from approximately 39% to 29%. The benefit recognized by the Company reflects the adjustments required to restate all applicable deferred tax balances at the new income tax rate. This tax benefit has been adjusted below due to its infrequent, non-recurring nature.

Since adjusted net income and adjusted earnings per share are not measures calculated in accordance with GAAP, they should not be considered as a substitute for other GAAP measures, including net income and earnings per share as indicators of operating performance. Accordingly, adjusted net income and adjusted earnings per diluted share are reconciled below to net income and earnings per share on a GAAP basis, for fiscal years 2009 and 2008.

   Reconciliation of Non-GAAP Financial Disclosure

                                                            For the Three Months
                                                               Ended October 31,
Net Income (in thousands)                                        2008              2007

As Reported                                                     $40,110          $38,390

Deferred Tax Benefit on Changes in Statutory Rates                -              (3,381)

Adjusted                                                $40,110                  $35,009


                                                               For the Three Months
                                                                 Ended October 31,
Earnings Per Diluted Share                              2008                       2007

As Reported                                                     $0.67             $0.65

Deferred Tax Benefit on Changes in Statutory Rates                -               (0.06)

Adjusted                                                $0.67                    $0.59

Fiscal Year 2009 Segment Results

As previously disclosed in the Company's Annual Report on Form 10-K, in connection with the integration of Blackwell Publishing Ltd. ("Blackwell"), we have conformed the classification of certain accounts in our Statements of Income and segment reporting and realigned certain product lines in our segment reporting to correspond with management responsibility. In addition, the Company reclassified foreign exchange transaction gains and losses, previously reported as a component of direct contribution to profit to a separate distinguishable line below operating income in the Condensed Consolidated statements of Income. All prior year periods have been restated for comparability. These changes had no impact on Wiley's consolidated revenue, net income or earnings per share.

During fiscal year 2008, the Company began developing a global organizational management structure encompassing Wiley's three core businesses (Scientific, Technical, Medical and Scholarly; Professional Trade and Higher Education). The global organizational structure will enhance the Company's ability to leverage content, services and capabilities around the world to better serve authors, society partners and customers. During the first quarter of fiscal year 2009, the transition of all operational and financial systems necessary to support a global organization was finalized. As a result of this process, the Company will now report its financial results for the three global businesses as separate business segments and will separately report financial data for shared service functions which are centrally managed for the benefit of all the global businesses. Prior year segment data has been restated for comparability.

-16-

Scientific, Technical, Medical and Scholarly (STMS):

Global STMS revenue for the second quarter increased 7% to $254.0 million, or 12% excluding unfavorable foreign exchange. The year-on-year growth was primarily driven by journal subscriptions and STMS books, with nearly every subject category advancing. Revenue growth occurred across all regions, reflecting the positive effect of the combination of the Wiley and Blackwell STMS businesses. Also contributing to the year-over-year increase was a $6.3 million acquisition accounting adjustment related to Blackwell that reduced journal subscription revenue in last year's second quarter. This adjustment contributed 3% to revenue growth excluding foreign exchange.

Direct contribution to profit for the second quarter advanced 11% to $104.8 million, or 14% excluding the unfavorable effect of foreign exchange. The increase primarily reflects the top-line growth and the acquisition accounting adjustment.

During the quarter, Wiley signed new contracts with various societies to publish four new journals; renewed or extended contracts to publish eight journals;and did not renew the contract to publish one title. Key new contracts include agreements with the British Pharmacological Society for its journal, the British Journal of Pharmacology; the European Molecular Biology Organization for EMBO Molecular Medicine; the American Orthopyschiatric Association for American Journal of Orthopsychiatry; National Association of Healthcare Quality forJournal of Healthcare Quality; Orthopaedic Surgery, a new journal with a premier orthopaedic hospital in China; the Journal of Evidence-Based Medicine, a new journal for the West China Hospital of Chengdu; and Hypatia, the premier journal in feminist philosophy.

Key journal renewals include agreements with the British Pharmacological Society for the British Journal of Clinical Pharmacology; Foundation for the Sociology of Health and Illnessfor the Sociology of Health and Illness; the Bioelectromagnetics Society forBioelectromagnetics; the European Society for Organ Transplantation forTransplant International; Societe Francaise de Pharmacologie et de Therapeutique forFundamental and Clinical Pharmacology; International Pediatric Transplant Association forPediatric Transplantation; and the Australasian College of Dermatologists for the Australasian Journal of Dermatology.

In the STMS online business, Wiley sold its first combined Wiley-Blackwell journal license to Akademintorg, the Russian Academy of Sciences' Foreign Economic Association. Major online deals were also completed with the University of Western Australia, the National Institutes of Health (NIH) and the Slovak National Library. In addition, WileyInterScience reached a milestone in September with over 1 million visits in a single day. Visits to Wiley Interscience over the last 12 months increased approximately 10% over the comparative prior year period.

STMS also signed an agreement with the Pittsburgh Conference on Analytical Chemistry and Applied Spectroscopy (Pittcon) to produce a co-branded webinar series for a global audience of scientists on special topics of interest. The webinars will utilize Wiley's strong brand identity and quality content.

-17-

At the prestigious British Medical Association's Book Awards ceremony in September, Wiley STMS and its authors received four first prizes: Mark Stoneham and Jonathan Westbrook: Invasive Medical Skills, a Multimedia Approach (Electronics Media category); Jonathan Cohen: Comprehensive Atlas of High-Resolution Endoscopy and Narrowband Imaging, (Gastroenterology category); Martin Johnson: Essential Reproduction, 6th edition (Obstetrics and Gynaecology category); and Dorian Pritchard and Bruce Korf: Medical Genetics at a Glance, 2nd edition (Medicine category).

Additionally, eight Wiley authors were named as 2008 Nobel laureates, including Dr. Paul Krugman for Economics; Dr. Osamu Shimomura, Dr. Martin Chalfie, and Dr. Roger Tsien for Chemistry; Dr. Yoichiro Nambu for Physics; Dr. Francoise Barre-Sinoussi and Dr. Luc Montagnier for Physiology or Medicine; and Dr. Harald zur Hausen for Physiology or Medicine. The number of Nobel laureates published by Wiley and companies it has acquired is over 350, including nine last year.

Professional/ Trade (P/T):

Global P/T revenue for the second quarter was $113.2 million, a 12% decline from last year's strong second quarter, or 10% excluding unfavorable foreign exchange. The decline in revenue was due to difficult retail conditions particularly in the U.S. Reflecting the challenging retail environment, revenue declined in all publishing categories compared to last year's strong second quarter with Architecture, Consumer and Education titles exhibiting the sharpest declines. The majority of the revenue shortfall occurred in the U.S., while Europe recorded modest year-over-year growth. Also affecting the comparison to last year was the termination of a publishing agreement in the culinary/hospitality publishing program.

Direct contribution to profit was $32.4 million compared to $41.1 million for the second quarter of last year, reflecting the revenue shortfall, an unfavorable comparison to a $1.8 million bad debt recovery in the prior year associated with the Advanced Marketing Services bankruptcy and planned salary merit increases, partially mitigated by cost savings and lower expected performance-based compensation expense.

During the quarter, P/T acquired thirteen highly-respected newsletters from LRP Publications, which focus on need-to-know topics for higher education administrators, including disability compliance, campus legal issues, student aid, enrollment management, department administration, alumni relations, and student affairs.

Wiley became the official publisher of the Graduate Management Admission Test® (GMAT®) study guides, authored by the Graduate Management Admission Council® (GMAC®). In addition, online advertising deals were signed with AOL Travel, Marriot and Park Hyatt (Frommers.com), and Apple (Cliffsnotes.com).

Notable launches in the finance publishing category include I.O.U.S.A by Addison Wiggins; Gone Fishin Portfolio by Alex Green; Little Book of Bull Moves in Bear Markets by Peter Schiff;Bailout: What the Rescue of Bear Stearns and the Credit Crisis Means for Your Investments by John Waggoner; and Ten Roads to Riches by Ken Fisher. Wiley's relationship with the Institute of Financial Planners in Hong Kong was enhanced with the publication of the Chinese language edition of Employee Benefits. Several key technology books were published, including Laptops for Dummies, 3rd Edition by Dan Gookin; Photoshop CS4 for Dummies by Peter Bauer; and iPod and iTunes for Dummies, 6th Edition by Tony Bove.

The first Frommer's guides for the Amazon Kindle® were launched in October. Twelve complete guides to major global cities were reformatted for the device. Major cookbooks released included How to Cook Everything, 2nd edition by Mark Bittman; Bon Appetit Fast Easy Fresh by Barbara Fairchild; and Frozen Desserts by the Culinary Institute of America. Other consumer books released included Investing For Dummies, 5th edition by Eric Tyson; Living Well in a Down Economy For Dummies by Tracy Barr; and Investing in an Uncertain Economy For Dummies by Sheryl Garrett. In architecture, the WileyCPE online continuing education system was launched for design professionals. Featured modules in the program are approved by the American Institute of Architects and allow users to earn credits to satisfy mandatory membership or state licensing board requirements.

-18-

Wiley P/T continued to expand its online offerings. CliffsNotes TestSuccess online test prep products are now available for the SAT, Advance Placement (AP) Biology, AP Chemistry and AP English Language, allowing students to diagnose strengths and weaknesses, take practice and full-length simulated exams, and study explanations as they prepare for these examinations. CliffsNotes Digital Flashcards allow students to study for standardized tests using the flashcard method, now easily accessible on their computers. Over 1,000 For Dummies chapters and articles were digitally licensed to appear on websites run by directory.com.

Among the Wiley titles winning awards during the quarter were Mobs, Messiahs, and Markets by William Bonner and Lila Rajiva, which was honored at the Frankfurt Bookfair as the Get-Abstract Business Book of the Year; Cadbury's Purple Reign: The Story Behind Chocolate's Best-Loved Brand by John Bradley, which was highly commended in the International Visual Communications Association's Clarion Awards; Preservation of Modern Architecture, which earned the 2008 Lee Nelson Book Award by The Association of Preservation Technology International; and ten Wiley newsletters that won APEX Awards for Excellence. Diane Stegmeier received the International Facility Management Association's 2008 Distinguished Author Award for Innovations in Office Design: The Critical Influence Approach to Effective Work Environment. Sustainable Residential Interiors by the design firm Associates III won the 2008 Joel Polsky Prize from the American Society of Interior Design's Educational Foundation.

Higher Education:

HE revenue advanced 11% to $64.7 million in the second quarter, compared to $58.1 million for the same period of last year, or 14% excluding the unfavorable effect of foreign exchange. The results were driven by strong performances in nearly every subject category, including Business and Accounting; Engineering and Computer Science; the Sciences; Mathematics and Statistics; and the Social Sciences. Revenue of approximately $3.0 million from recently-acquired titles and the continued growth of the WileyPLUS digital learning suite also contributed to these results. The recently acquired titles contributed 5% to revenue growth excluding foreign exchange. Growth was evident in every region except Asia and Australia, which were affected by the devaluation of the Indian Rupee and a soft quarter in the Australian secondary school business.

Direct contribution to profit advanced 17% to $21.0 million, compared to $18.0 million for the second quarter of last fiscal year, reflecting the top-line results, price increases and favorable product mix, partially offset by higher performance-based compensation expense and planned salary merit increases. Excluding unfavorable foreign exchange, direct contribution to profit increased 22% year-over-year.

A digital textbook pilot program was initiated by Wiley and the University of Texas featuring a software licensing model. At the core of the e-text initiative that begins with the spring 2009 session at the Austin campus, the University will license the material from Wiley, as it does other software, and issue students access keys to either permanently download a copy of the digital text (Wiley Desktop Edition) or access the text via the Internet (WileyPLUS) for certain courses.

-19-

Notable books published during the quarter include Visualizing Weather and Climate by Bruce Anderson and Alan Strahler; Precalculus: A Prelude to Calculus by Sheldon Axler; Visualizing Earth History by Loren Babcock; Visualizing Environmental Science, 2nd edition by Linda Berg; Organizational Behavior, 2nd edition by Michael

Hitt; Financial Accounting, 5th edition by Jerry Weygandt, Donald Kieso, and Paul Kimmel; Fundamentals of Corporate Finance by Robert Parrino and David S. Kidwell; and Accounting Principles, 9th edition by Jerry Weygandt

Shared Services and Administrative Costs:

Shared services and administrative costs for the second quarter of fiscal year 2009 decreased 3% to $88.0 million and were flat excluding the favorable impact of foreign exchange. Blackwell synergy savings principally due to the termination of certain third party distribution agreements and lower performance-based compensation expense were offset by planned salary merit increases, facility cost and Blackwell integration costs.

RESULTS OF OPERATIONS - SIX MONTHS ENDED OCTOBER 31, 2008

Revenue for the first half of fiscal year 2009 increased 3% to $833.6 million, or 4% excluding the unfavorable impact of foreign exchange. Growth was driven by STMS journals and books, an acquisition accounting adjustment that reduced prior year STMS revenue by approximately $12.5 million and growth in Higher Education, partially offset by a decline in P/T revenue due to a weak retail environment particularly in the U.S.

Gross profit margin for the first half of fiscal year 2009 of 68.3% was 0.5% ahead of the prior year principally due to an acquisition accounting adjustment reducing gross profit margin in the first half of fiscal year 2008 and price increases and product mix in Higher Education, partially offset by higher inventory obsolescence provisions and lower sales volume in P/T. Operating and administrative expenses for the first half of fiscal year 2009 of $435.8 million were 3% higher than the prior year period, or 4% higher excluding the favorable impact of foreign exchange. The increase was mainly due to higher planned employment, editorial and production costs to support business growth, Blackwell-related integration technology costs, net of savings, and higher occupancy and facilities costs related to business expansion.

Operating income for the first half of fiscal year 2009 increased 5% to $114.6 million, or 9% excluding the unfavorable impact of foreign exchange. Revenue growth was offset by higher planned operating expenses and integration costs. Interest expense improved $9.3 million to $26.3 million. Lower interest rates contributed approximately $4.6 million towards the improvement, while lower outstanding debt contributed approximately $4.7 million. Interest income and other increased $3.9 million for the six months ended October 31, 2008 principally due to a $4.6 million ($0.08 per diluted share) non recurring insurance receipt received in the first quarter of fiscal year 2009. Losses on foreign currency transactions for the six months ended October 31, 2008 and 2007 were $4.0 million and $0.7 million, respectively. The increase in foreign currency losses primarily reflects the strengthening of the U.S. dollar on intercompany payables in non-U.S. locations.

The effective tax rate for the first half of fiscal year 2009 was 22.1% compared to a benefit of 5.0% in the prior year period. During fiscal year 2008, the Company recorded an $18.7 million tax benefit associated with new tax legislation enacted in the United Kingdom (U.K.) and Germany that reduced the corporate income tax rates from approximately 30% to 28% and 39% to 29%, respectively. The benefits recognized by the Company reflect the adjustments required to restate all applicable deferred tax balances at the new income tax rates. The new tax rates were effective in Germany as of May 1, 2007 and in the U.K. as of April 1, 2008. Excluding the tax deferred benefits described above, the effective tax rate for the first half of fiscal year 2008 was 19.9% compared to 22.1% in the first half of fiscal year 2009. The increase was principally due to lower foreign tax benefits.

-20-

Earnings per diluted share and net income for the first half of fiscal year 2009 were $1.18 and $70.3 million, respectively. Reported earnings per diluted share and net income for the first half of fiscal year 2008 were $1.33 and $78.6 million, respectively. Adjusted to exclude the non-cash deferred tax benefits described above, earnings

per diluted share and net income for fiscal year 2008 were $1.01 and $59.9 million, respectively. See Non-GAAP Financial Measures described below.

Non-GAAP financial measures: The Company's management evaluates its operating performance excluding unusual and/or nonrecurring events. The Company's management believes excluding such events provides a more effective and comparable measure of current and future performance and that excluding the effects of the following tax benefit provides a clearer view of the underlying trends of our business.

Deferred Tax Benefit on Changes in Statutory Tax Rates

During the first half of fiscal year 2008, the Company recorded an $18.7 million tax benefit associated with new tax legislation enacted in the U.K. and Germany that reduced the corporate income tax rates from approximately 30% to 28% and 39% to 29%, respectively. The benefits recognized by the Company reflect the adjustments required to restate all applicable deferred tax balances at the new income tax rates. These tax benefits have been adjusted below due to their infrequent, non-recurring nature.

Since adjusted net income and adjusted earnings per share are not measures calculated in accordance with GAAP, they should not be considered as a substitute for other GAAP measures, including net income and earnings per share as indicators of operating performance. Accordingly, adjusted net income and adjusted earnings per diluted share are reconciled below to net income and earnings per share on a GAAP basis, for fiscal years 2009 and 2008.

   Reconciliation of Non-GAAP Financial Disclosure

                                                          For the Three Months
                                                            Ended October 31,
Net Income (in thousands)                                       2008             2007

As Reported                                                   $70,329           $78,559

Deferred Tax Benefit on Changes in Statutory Rates               -             (18,663)
Adjusted                                                $70,329                $59,896

                                                          For the Three Months
                                                            Ended October 31,
Earnings Per Diluted Share                              2008                     2007

As Reported                                                    $1.18             $1.33

Deferred Tax Benefit on Changes in Statutory Rates               -              (0.32)
Adjusted                                                       $1.18             $1.01

-21-

Fiscal Year 2009 Segment Results

As previously disclosed in the Company's Annual Report on Form 10-K, in connection with the integration of Blackwell, we have conformed the classification of certain accounts in our Statements of Income and segment reporting and realigned certain product lines in our segment reporting to correspond with management responsibility. In addition, the Company reclassified foreign exchange transactions gain and loss, previously reported as a component of direct contribution to profit to a separate distinguishable line below operating income in the Condensed Consolidated statements of Income. All prior year periods have been restated for comparability. These changes had no impact on Wiley's consolidated revenue, net income or earnings per share.

During fiscal year 2008, the Company began developing a global organizational management structure encompassing Wiley's three core businesses (Scientific, Technical, Medical and Scholarly; Professional Trade and Higher Education). The global organizational structure will enhance the Company's ability to leverage content, services and capabilities around the world to better serve authors, society partners and customers. During the first quarter of fiscal year 2009, the transition of all operational and financial systems necessary to support a global organization was finalized. As a result of this process, the Company will now report its financial results for the three global businesses as separate business segments and will separately report financial data for shared service functions which are centrally managed for the benefit of all the global businesses. Prior year segment data has been restated for comparability.

Scientific, Technical, Medical and Scholarly (STMS):

Global STMS revenue for the first half of fiscal year 2009 increased 7% to $494.4 million, or 8% excluding unfavorable foreign exchange. The year-on-year growth was driven by both STMS journals and books. Strong growth in journal revenue reflected higher journal subscriptions and other journal related revenue, mainly backfile sales and advertising revenues. Improved book revenues reflected strong global growth as a result of the combined effects of Wiley's and Blackwell's sales and marketing capabilities. Also contributing to the year-over-year increase in journal subscriptions was a $12.5 million acquisition accounting adjustment related to Blackwell that reduced revenue in the first half of last fiscal year. This adjustment contributed 3% to revenue growth excluding foreign exchange.

Direct contribution to profit for the first half of fiscal year 2009 advanced 13% over the same period of the prior year to $201.5 million, or 15% excluding . . .

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