☒ |
QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
☐ |
TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
New York
|
13-5593032
|
|
(State or other jurisdiction of incorporation or organization)
|
(I.R.S. Employer Identification No.)
|
|
111 River Street, Hoboken, New Jersey
|
07030
|
|
(Address of principal executive offices)
|
Zip Code
|
(201) 748-6000
|
||
Registrant’s telephone number, including area code
|
Not Applicable
|
||
Former name, former address and former fiscal year, if changed since last report
|
Title of each class
|
Trading Symbol
|
Name of each exchange on which registered
|
||
Class A Common Stock, par value $1.00 per share
|
JW.A
|
New York Stock Exchange
|
||
Class B Common Stock, par value $1.00 per share
|
JW.B
|
New York Stock Exchange
|
Large accelerated filer ☒
|
Accelerated filer ☐
|
Non-accelerated filer ☐
|
Smaller reporting company ☐
|
Emerging growth company ☐
|
Item 1.
|
Financial Statements
|
|||
5
|
||||
6
|
||||
7
|
||||
8
|
||||
9
|
||||
Notes to Unaudited Condensed Consolidated Financial Statements
|
||||
10
|
||||
11
|
||||
11
|
||||
12
|
||||
15
|
||||
16
|
||||
17
|
||||
18
|
||||
18
|
||||
19
|
||||
20
|
||||
20
|
||||
21
|
||||
21
|
||||
22
|
||||
22
|
||||
23
|
||||
24
|
||||
Item 2.
|
25
|
|||
Item 3.
|
37
|
|||
Item 4.
|
38
|
|||
PART II - OTHER INFORMATION
|
||||
Item 1.
|
39
|
|||
Item 1A.
|
39
|
|||
Item 2.
|
39
|
|||
Item 6.
|
40
|
|||
41
|
● |
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.
|
● |
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.
|
July 31, 2021
|
April 30, 2021
|
|||||||
Assets:
|
||||||||
Current assets
|
||||||||
Cash and cash equivalents
|
$
|
82,982
|
$
|
93,795
|
||||
Accounts receivable, net of allowance for credit losses of $21.4 million and $21.5 million, respectively
|
284,579
|
311,571
|
||||||
Inventories, net
|
40,392
|
42,538
|
||||||
Prepaid expenses and other current assets
|
70,736
|
78,393
|
||||||
Total current assets
|
478,689
|
526,297
|
||||||
Product development assets, net
|
49,017
|
49,517
|
||||||
Royalty advances, net
|
27,668
|
39,582
|
||||||
Technology, property and equipment, net
|
273,306
|
282,270
|
||||||
Intangible assets, net
|
995,613
|
1,015,302
|
||||||
Goodwill
|
1,301,599
|
1,304,340
|
||||||
Operating lease right-of-use assets
|
122,334
|
121,430
|
||||||
Other non-current assets
|
114,574
|
107,701
|
||||||
Total assets
|
$
|
3,362,800
|
$
|
3,446,439
|
||||
Liabilities and shareholders' equity:
|
||||||||
Current liabilities
|
||||||||
Accounts payable
|
$
|
62,230
|
$
|
95,791
|
||||
Accrued royalties
|
90,064
|
78,582
|
||||||
Short-term portion of long-term debt
|
12,500
|
12,500
|
||||||
Contract liabilities
|
418,459
|
545,425
|
||||||
Accrued employment costs
|
66,771
|
144,744
|
||||||
Accrued income taxes
|
9,628
|
8,590
|
||||||
Short-term portion of operating lease liabilities
|
21,547
|
22,440
|
||||||
Other accrued liabilities
|
81,902
|
80,900
|
||||||
Total current liabilities
|
763,101
|
988,972
|
||||||
Long-term debt
|
952,020
|
809,088
|
||||||
Accrued pension liability
|
136,391
|
146,247
|
||||||
Deferred income tax liabilities
|
188,880
|
172,903
|
||||||
Operating lease liabilities
|
145,340
|
145,832
|
||||||
Other long-term liabilities
|
99,163
|
92,106
|
||||||
Total liabilities
|
2,284,895
|
2,355,148
|
||||||
Shareholders’ equity
|
||||||||
Preferred stock, $1 par value per share: Authorized shares – 2 million, Issued shares - 0
|
—
|
—
|
||||||
Class A common stock, $1 par value per share: Authorized shares- 180 million, Issued shares - 70,211 and 70,208 as of July 31, 2021 and April 30, 2021, respectively
|
70,211
|
70,208
|
||||||
Class B common stock, $1 par value per share: Authorized shares - 72 million, Issued shares - 12,971 and 12,974 as of July 31, 2021 and April 30, 2021, respectively
|
12,971
|
12,974
|
||||||
Additional paid-in-capital
|
445,690
|
444,358
|
||||||
Retained earnings
|
1,844,578
|
1,850,058
|
||||||
Accumulated other comprehensive loss, net of tax
|
(494,600
|
)
|
(490,790
|
)
|
||||
Less treasury shares at cost (Class A – 23,390 and 23,419 as of July 31, 2021 and April 30, 2021, respectively; Class B – 3,923 and 3,922 as of July 31, 2021 and April 30, 2021, respectively)
|
(800,945
|
)
|
(795,517
|
)
|
||||
Total shareholders’ equity
|
1,077,905
|
1,091,291
|
||||||
Total liabilities and shareholders' equity
|
$
|
3,362,800
|
$
|
3,446,439
|
|
Three Months Ended
July 31,
|
|||||||
2021
|
2020
|
|||||||
Revenue, net
|
$
|
488,388
|
$
|
431,326
|
||||
Costs and expenses
|
||||||||
Cost of sales
|
165,956
|
144,809
|
||||||
Operating and administrative expenses
|
260,589
|
237,369
|
||||||
Restructuring and related (credits) charges
|
(276
|
)
|
2,218
|
|||||
Amortization of intangible assets
|
21,151
|
16,891
|
||||||
Total costs and expenses
|
447,420
|
401,287
|
||||||
Operating income
|
40,968
|
30,039
|
||||||
Interest expense
|
(4,639
|
)
|
(4,614
|
)
|
||||
Foreign exchange transaction gains (losses)
|
370
|
(82
|
)
|
|||||
Gain on sale of certain assets
|
3,750
|
—
|
||||||
Other income, net
|
3,553
|
4,391
|
||||||
Income before taxes
|
44,002
|
29,734
|
||||||
Provision for income taxes
|
30,172
|
13,400
|
||||||
Net income
|
$
|
13,830
|
$
|
16,334
|
||||
Earnings per share:
|
||||||||
Basic
|
$
|
0.25
|
$
|
0.29
|
||||
Diluted
|
$
|
0.24
|
$
|
0.29
|
||||
Weighted average number of common shares outstanding:
|
||||||||
Basic
|
55,869
|
55,912
|
||||||
Diluted
|
56,599
|
56,193
|
|
Three Months Ended
July 31,
|
|||||||
2021
|
2020
|
|||||||
Net income
|
$
|
13,830
|
$
|
16,334
|
||||
Other comprehensive (loss) income:
|
||||||||
Foreign currency translation adjustment
|
(5,937
|
)
|
46,853
|
|||||
Unamortized retirement credits (costs), net of tax (expense) benefit of $(443) and $1,705, respectively
|
1,589
|
(5,665
|
)
|
|||||
Unrealized gain on interest rate swaps, net of tax (expense) of $(173) and $(30), respectively
|
538
|
191
|
||||||
Total other comprehensive (loss) income
|
(3,810
|
)
|
41,379
|
|||||
Comprehensive income
|
$
|
10,020
|
$
|
57,713
|
|
Three Months Ended
July 31,
|
|||||||
2021
|
2020
|
|||||||
Operating activities
|
||||||||
Net income
|
$
|
13,830
|
$
|
16,334
|
||||
Adjustments to reconcile net income to net cash used in operating activities:
|
||||||||
Amortization of intangible assets
|
21,151
|
16,891
|
||||||
Amortization of product development assets
|
9,058
|
9,148
|
||||||
Depreciation and amortization of technology, property and equipment
|
24,357
|
23,468
|
||||||
Restructuring and related (credits) charges
|
(276
|
)
|
2,218
|
|||||
Stock-based compensation expense
|
6,341
|
4,314
|
||||||
Employee retirement plan expense
|
6,239
|
4,033
|
||||||
Foreign exchange transaction (gains) losses
|
(370
|
)
|
82
|
|||||
Gain on sale of certain assets
|
(3,750
|
)
|
—
|
|||||
Other noncash charges
|
27,672
|
15,285
|
||||||
Net change in operating assets and liabilities
|
(189,026
|
)
|
(212,556
|
)
|
||||
Net cash used in operating activities
|
(84,774
|
)
|
(120,783
|
)
|
||||
Investing activities
|
||||||||
Product development spending
|
(5,670
|
)
|
(5,325
|
)
|
||||
Additions to technology, property and equipment
|
(17,910
|
)
|
(18,964
|
)
|
||||
Businesses acquired in purchase transactions, net of cash acquired
|
(3,032
|
)
|
(136
|
)
|
||||
Proceeds related to the sale of certain assets
|
3,375
|
—
|
||||||
Acquisitions of publication rights and other
|
(295
|
)
|
(3,855
|
)
|
||||
Net cash used in investing activities
|
(23,532
|
)
|
(28,280
|
)
|
||||
Financing activities
|
||||||||
Repayments of long-term debt
|
(41,300
|
)
|
(139,331
|
)
|
||||
Borrowings of long-term debt
|
184,003
|
206,687
|
||||||
Purchases of treasury shares
|
(7,367
|
)
|
—
|
|||||
Change in book overdrafts
|
(12,780
|
)
|
(3,292
|
)
|
||||
Cash dividends
|
(19,307
|
)
|
(19,261
|
)
|
||||
Impact of tax withholding on stock-based compensation and other
|
(4,160
|
)
|
(1,319
|
)
|
||||
Net cash provided by financing activities
|
99,089
|
43,484
|
||||||
Effects of exchange rate changes on cash, cash equivalents, and restricted cash
|
(1,586
|
)
|
4,500
|
|||||
Cash reconciliation:
|
||||||||
Cash and cash equivalents
|
93,795
|
202,464
|
||||||
Restricted cash included in Prepaid expenses and other current assets
|
564
|
583
|
||||||
Balance at beginning of period
|
94,359
|
203,047
|
||||||
(Decrease)/increase for the period
|
(10,803
|
)
|
(101,079
|
)
|
||||
Cash and cash equivalents
|
82,982
|
101,385
|
||||||
Restricted cash included in Prepaid expenses and other current assets
|
574
|
583
|
||||||
Balance at end of period
|
$
|
83,556
|
$
|
101,968
|
||||
Cash paid during the period for:
|
||||||||
Interest
|
$
|
4,183
|
$
|
4,221
|
||||
Income taxes, net of refunds
|
$
|
6,441
|
$
|
25,704
|
|
Class A common stock
|
Class B common stock
|
Additional
paid-in capital
|
Retained
earnings
|
Accumulated other comprehensive loss, net of tax
|
Treasury stock
|
Total
shareholders' equity
|
|||||||||||||||||||||
Balance at April 30, 2021
|
$
|
70,208
|
$
|
12,974
|
$
|
444,358
|
$
|
1,850,058
|
$
|
(490,790
|
)
|
$
|
(795,517
|
)
|
$
|
1,091,291
|
||||||||||||
Restricted shares issued under stock-based compensation plans
|
—
|
—
|
(6,342
|
)
|
(3
|
)
|
—
|
6,409
|
64
|
|||||||||||||||||||
Impact of tax withholding on stock-based compensation and other
|
—
|
—
|
310
|
—
|
—
|
(4,470
|
)
|
(4,160
|
)
|
|||||||||||||||||||
Stock-based compensation expense
|
—
|
—
|
7,364
|
—
|
—
|
—
|
7,364
|
|||||||||||||||||||||
Purchase of treasury shares
|
—
|
—
|
—
|
—
|
—
|
(7,367
|
)
|
(7,367
|
)
|
|||||||||||||||||||
Class A common stock dividends ($0.3450 per share)
|
—
|
—
|
—
|
(16,185
|
)
|
—
|
—
|
(16,185
|
)
|
|||||||||||||||||||
Class B common stock dividends ($0.3450 per share)
|
—
|
—
|
—
|
(3,122
|
)
|
—
|
—
|
(3,122
|
)
|
|||||||||||||||||||
Common stock class conversions
|
3
|
(3
|
)
|
—
|
—
|
—
|
—
|
—
|
||||||||||||||||||||
Comprehensive income, net of tax
|
—
|
—
|
—
|
13,830
|
(3,810
|
)
|
—
|
10,020
|
||||||||||||||||||||
Balance at July 31, 2021
|
$
|
70,211
|
$
|
12,971
|
$
|
445,690
|
$
|
1,844,578
|
$
|
(494,600
|
)
|
$
|
(800,945
|
)
|
$
|
1,077,905
|
|
Class A common stock
|
Class B common stock
|
Additional
paid-in capital
|
Retained
earnings
|
Accumulated other
comprehensive loss, net of tax
|
Treasury stock
|
Total
shareholders' equity
|
|||||||||||||||||||||
Balance at April 30, 2020
|
$
|
70,166
|
$
|
13,016
|
$
|
431,680
|
$
|
1,780,129
|
$
|
(575,497
|
)
|
$
|
(785,870
|
)
|
$
|
933,624
|
||||||||||||
Cumulative effect of change in accounting principle, net of tax
|
—
|
—
|
—
|
(1,390
|
)
|
—
|
—
|
(1,390
|
)
|
|||||||||||||||||||
Restricted shares issued under stock-based compensation plans
|
—
|
—
|
(5,121
|
)
|
1
|
—
|
5,184
|
64
|
||||||||||||||||||||
Impact of tax withholding on stock-based compensation and other
|
—
|
—
|
368
|
—
|
—
|
(1,687
|
)
|
(1,319
|
)
|
|||||||||||||||||||
Stock-based compensation expense
|
—
|
—
|
4,314
|
—
|
—
|
—
|
4,314
|
|||||||||||||||||||||
Class A common stock dividends ($0.3425 per share)
|
—
|
—
|
—
|
(16,149
|
)
|
—
|
—
|
(16,149
|
)
|
|||||||||||||||||||
Class B common stock dividends ($0.3425 per share)
|
—
|
—
|
—
|
(3,112
|
)
|
—
|
—
|
(3,112
|
)
|
|||||||||||||||||||
Common stock class conversions
|
11
|
(11
|
)
|
—
|
—
|
—
|
—
|
—
|
||||||||||||||||||||
Comprehensive income, net of tax
|
—
|
—
|
—
|
16,334
|
41,379
|
—
|
57,713
|
|||||||||||||||||||||
Balance at July 31, 2020
|
$
|
70,177
|
$
|
13,005
|
$
|
431,241
|
$
|
1,775,813
|
$
|
(534,118
|
)
|
$
|
(782,373
|
)
|
$
|
973,745
|
|
Three Months Ended
July 31,
|
|||||||
2021
|
2020
|
|||||||
Research Publishing & Platforms:
|
||||||||
Research Publishing
|
$
|
263,358
|
$
|
230,464
|
||||
Research Platforms
|
11,398
|
10,346
|
||||||
Total Research Publishing & Platforms
|
274,756
|
240,810
|
||||||
Academic & Professional Learning:
|
||||||||
Education Publishing (1)
|
66,380
|
63,603
|
||||||
Professional Learning
|
72,884
|
62,829
|
||||||
Total Academic & Professional Learning
|
139,264
|
126,432
|
||||||
Education Services:
|
||||||||
University Services (2)
|
54,394
|
50,262
|
||||||
Talent Development Services (1)(3)
|
19,974
|
13,822
|
||||||
Total Education Services
|
74,368
|
64,084
|
||||||
Total Revenue
|
$
|
488,388
|
$
|
431,326
|
(1) |
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 $0.5 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.
|
|
July 31, 2021
|
April 30, 2021
|
Increase/
(Decrease)
|
|||||||||
Balances from contracts with customers:
|
||||||||||||
Accounts receivable, net
|
$
|
284,579
|
$
|
311,571
|
$
|
(26,992
|
)
|
|||||
Contract liabilities (1)
|
418,459
|
545,425
|
(126,966
|
)
|
||||||||
Contract liabilities (included in Other long-term liabilities)
|
$
|
18,382
|
$
|
19,560
|
$
|
(1,178
|
)
|
(1) |
The sales return reserve recorded in Contract liabilities is $40.7 million and $38.0 million, as of July 31, 2021 and April 30, 2021, respectively.
|
|
July 31, 2021
|
April 30, 2021
|
||||||
Operating lease ROU assets
|
$
|
122,334
|
$
|
121,430
|
||||
Short-term portion of operating lease liabilities
|
21,547
|
22,440
|
||||||
Operating lease liabilities, non-current
|
$
|
145,340
|
$
|
145,832
|
Three Months Ended
July 31,
|
||||||||
|
2021
|
2020
|
||||||
Operating lease cost
|
$
|
5,917
|
$
|
6,635
|
||||
Variable lease cost
|
344
|
521
|
||||||
Short-term lease cost
|
20
|
88
|
||||||
Sublease income
|
(201
|
)
|
(170
|
)
|
||||
Total net lease cost (1)
|
$
|
6,080
|
$
|
7,074
|
(1) |
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.
|
Fiscal Year
|
Operating Lease
Liabilities
|
|||
2022 (remaining 9 months)
|
$
|
22,263
|
||
2023
|
27,323
|
|||
2024
|
26,010
|
|||
2025
|
24,630
|
|||
2026
|
21,991
|
|||
Thereafter
|
95,376
|
|||
Total future undiscounted minimum lease payments
|
217,593
|
|||
Less: Imputed interest
|
50,706
|
|||
Present value of minimum lease payments
|
166,887
|
|||
Less: Current portion
|
21,547
|
|||
Noncurrent portion
|
$
|
145,340
|
|
Three Months Ended
July 31,
|
|||||||
2021
|
2020
|
|||||||
Restricted Stock:
|
||||||||
Awards granted (shares)
|
433
|
358
|
||||||
Weighted average fair value of grant
|
$
|
57.36
|
$
|
38.88
|
Expected life of options (years)
|
6.3
|
|||
Risk-free interest rate
|
1.1
|
%
|
||
Expected volatility
|
30.6
|
%
|
||
Expected dividend yield
|
2.4
|
%
|
||
Fair value of common stock on grant date
|
$
|
57.34
|
||
Exercise price of stock option grant
|
$
|
63.07
|
|
Foreign
Currency Translation
|
Unamortized
Retirement Costs
|
Interest
Rate Swaps
|
Total
|
||||||||||||
Balance at April 30, 2021
|
$
|
(257,941
|
)
|
$
|
(228,146
|
)
|
$
|
(4,703
|
)
|
$
|
(490,790
|
)
|
||||
Other comprehensive (loss) income before reclassifications
|
(5,937
|
)
|
142
|
(293
|
)
|
(6,088
|
)
|
|||||||||
Amounts reclassified from Accumulated other comprehensive loss
|
—
|
1,447
|
831
|
2,278
|
||||||||||||
Total other comprehensive (loss) income
|
(5,937
|
)
|
1,589
|
538
|
(3,810
|
)
|
||||||||||
Balance at July 31, 2021
|
$
|
(263,878
|
)
|
$
|
(226,557
|
)
|
$
|
(4,165
|
)
|
$
|
(494,600
|
)
|
||||
Balance at April 30, 2020
|
$
|
(340,703
|
)
|
$
|
(227,920
|
)
|
$
|
(6,874
|
)
|
$
|
(575,497
|
)
|
||||
Other comprehensive income (loss) before reclassifications
|
46,853
|
(7,190
|
)
|
(669
|
)
|
38,994
|
||||||||||
Amounts reclassified from Accumulated other comprehensive loss
|
—
|
1,525
|
860
|
2,385
|
||||||||||||
Total other comprehensive income (loss)
|
46,853
|
(5,665
|
)
|
191
|
41,379
|
|||||||||||
Balance at July 31, 2020
|
$
|
(293,850
|
)
|
$
|
(233,585
|
)
|
$
|
(6,683
|
)
|
$
|
(534,118
|
)
|
|
Three Months Ended
July 31,
|
|||||||
2021
|
2020
|
|||||||
Weighted average shares outstanding
|
55,869
|
55,916
|
||||||
Less: Unvested restricted shares
|
—
|
(4
|
)
|
|||||
Shares used for basic earnings per share
|
55,869
|
55,912
|
||||||
Dilutive effect of unvested restricted stock units and other stock awards
|
730
|
281
|
||||||
Shares used for diluted earnings per share
|
56,599
|
56,193
|
||||||
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
|
930
|
1,086
|
|
Three Months Ended
July 31,
|
Total Charges
|
||||||||||
2021
|
2020
|
Incurred to Date
|
||||||||||
(Credits) Charges by Segment:
|
||||||||||||
Research Publishing & Platforms
|
$
|
216
|
$
|
(197
|
)
|
$
|
3,861
|
|||||
Academic & Professional Learning
|
171
|
(227
|
)
|
13,875
|
||||||||
Education Services
|
(34
|
)
|
139
|
4,271
|
||||||||
Corporate Expenses
|
(629
|
)
|
2,470
|
43,979
|
||||||||
Total Restructuring and Related (Credits) Charges
|
$
|
(276
|
)
|
$
|
2,185
|
$
|
65,986
|
|||||
(Credits) Charges by Activity:
|
||||||||||||
Severance and termination benefits
|
$
|
(614
|
)
|
$
|
1,110
|
$
|
37,781
|
|||||
Impairment of operating lease ROU assets and property and equipment
|
—
|
—
|
15,079
|
|||||||||
Acceleration of expense related to operating lease ROU assets and property and equipment
|
—
|
—
|
3,378
|
|||||||||
Facility related charges, net
|
338
|
1,075
|
8,008
|
|||||||||
Other activities
|
—
|
—
|
1,740
|
|||||||||
Total Restructuring and Related (Credits) Charges
|
$
|
(276
|
)
|
$
|
2,185
|
$
|
65,986
|
|
April 30, 2021
|
(Credits)
|
Payments
|
Foreign
Translation
& Other Adjustments
|
July 31, 2021
|
|||||||||||||||
Severance and termination benefits
|
$
|
11,465
|
$
|
(614
|
)
|
$
|
(3,766
|
)
|
$
|
(71
|
)
|
$
|
7,014
|
|||||||
Total
|
$
|
11,465
|
$
|
(614
|
)
|
$
|
(3,766
|
)
|
$
|
(71
|
)
|
$
|
7,014
|
● |
Research Publishing & Platforms
|
● |
Academic & Professional Learning
|
● |
Education Services
|
|
Three Months Ended
July 31,
|
|||||||
2021
|
2020
|
|||||||
Revenue:
|
||||||||
Research Publishing & Platforms
|
$
|
274,756
|
$
|
240,810
|
||||
Academic & Professional Learning (1)
|
139,264
|
126,432
|
||||||
Education Services (1)
|
74,368
|
64,084
|
||||||
Total revenue
|
$
|
488,388
|
$
|
431,326
|
||||
Adjusted Contribution to Profit:
|
||||||||
Research Publishing & Platforms
|
$
|
79,024
|
$
|
69,621
|
||||
Academic & Professional Learning (1)
|
8,323
|
(245
|
)
|
|||||
Education Services (1)
|
(1,861
|
)
|
595
|
|||||
Total adjusted contribution to profit
|
85,486
|
69,971
|
||||||
Adjusted corporate contribution to profit
|
(44,794
|
)
|
(37,714
|
)
|
||||
Total adjusted contribution to profit
|
$
|
40,692
|
$
|
32,257
|
||||
Depreciation and Amortization:
|
||||||||
Research Publishing & Platforms
|
$
|
23,762
|
$
|
19,701
|
||||
Academic & Professional Learning (1)
|
18,364
|
18,804
|
||||||
Education Services (1)
|
8,303
|
7,279
|
||||||
Total depreciation and amortization
|
50,429
|
45,784
|
||||||
Corporate depreciation and amortization
|
4,137
|
3,723
|
||||||
Total depreciation and amortization
|
$
|
54,566
|
$
|
49,507
|
(1) |
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 $0.5 million, $0.1 million, and none, respectively, for the three months ended July 31, 2020. There were no changes to our total consolidated financial results.
|
|
Three Months Ended
July 31,
|
|||||||
2021
|
2020
|
|||||||
US GAAP Operating Income
|
$
|
40,968
|
$
|
30,039
|
||||
Adjustments:
|
||||||||
Restructuring and related (credits) charges (1)
|
(276
|
)
|
2,218
|
|||||
Non-GAAP Adjusted Contribution to Profit
|
$
|
40,692
|
$
|
32,257
|
(1) |
See Note 9, “Restructuring and Related (Credits) Charges” for these charges by segment.
|
|
July 31, 2021
|
April 30, 2021
|
||||||
Finished goods
|
$
|
28,645
|
$
|
31,704
|
||||
Work-in-process
|
2,767
|
2,060
|
||||||
Paper and other materials
|
376
|
331
|
||||||
Total inventories before estimated sales returns and LIFO reserve
|
$
|
31,788
|
$
|
34,095
|
||||
Inventory value of estimated sales returns
|
11,047
|
10,886
|
||||||
LIFO reserve
|
(2,443
|
)
|
(2,443
|
)
|
||||
Inventories, net
|
$
|
40,392
|
$
|
42,538
|
|
April 30, 2021 (1)
|
Foreign
Translation
Adjustment
|
July 31, 2021
|
|||||||||
Research Publishing & Platforms
|
$
|
619,203
|
$
|
(763
|
)
|
$
|
618,440
|
|||||
Academic & Professional Learning
|
512,512
|
(1,884
|
)
|
510,628
|
||||||||
Education Services
|
172,625
|
(94
|
)
|
172,531
|
||||||||
Total
|
$
|
1,304,340
|
$
|
(2,741
|
)
|
$
|
1,301,599
|
(1) |
The Education Services goodwill balance as of April 30, 2021 includes a cumulative pretax noncash goodwill impairment of $110.0 million.
|
|
July 31, 2021
|
April 30, 2021 (1)
|
||||||
Intangible assets with definite lives, net:
|
||||||||
Content and publishing rights
|
$
|
552,624
|
$
|
564,229
|
||||
Customer relationships
|
259,158
|
266,477
|
||||||
Developed technology
|
36,667
|
34,961
|
||||||
Brands and trademarks
|
18,684
|
19,536
|
||||||
Covenants not to compete
|
23
|
58
|
||||||
Total intangible assets with definite lives, net
|
867,156
|
885,261
|
||||||
Intangible assets with indefinite lives:
|
||||||||
Brands and trademarks
|
37,000
|
37,000
|
||||||
Publishing rights
|
91,457
|
93,041
|
||||||
Total intangible assets with indefinite lives
|
128,457
|
130,041
|
||||||
Total intangible assets, net
|
$
|
995,613
|
$
|
1,015,302
|
(1) |
The developed technology balance as of April 30, 2021 is presented net of accumulated impairments and write-offs of $2.8 million. The indefinite-lived brands and trademarks as of April 30, 2021 is net of accumulated impairments of $93.1 million.
|
|
Three Months Ended
July 31,
|
|||||||
2021
|
2020
|
|||||||
Service cost
|
$
|
307
|
$
|
333
|
||||
Interest cost
|
5,223
|
4,521
|
||||||
Expected return on plan assets
|
(10,259
|
)
|
(9,378
|
)
|
||||
Amortization of prior service cost
|
(22
|
)
|
(25
|
)
|
||||
Amortization of net actuarial loss
|
1,897
|
1,987
|
||||||
Net pension income
|
$
|
(2,854
|
)
|
$
|
(2,562
|
)
|
|
July 31, 2021
|
April 30, 2021
|
||||||
Short-term portion of long-term debt (1)
|
$
|
12,500
|
$
|
12,500
|
||||
Term loan A - Amended and Restated RCA (2)
|
219,844
|
222,928
|
||||||
Revolving credit facility - Amended and Restated RCA
|
732,176
|
586,160
|
||||||
Total long-term debt, less current portion
|
952,020
|
809,088
|
||||||
Total debt
|
$
|
964,520
|
$
|
821,588
|
(1) |
Relates to our term loan A under the Amended and Restated RCA.
|
(2) |
Amounts are shown net of unamortized issuance costs of $0.5 million as of July 31, 2021 and $0.5 million as of April 30, 2021.
|
|
Three Months Ended
July 31, 2021
|
|||
Shares repurchased - Class A
|
129
|
|||
Shares repurchased - Class B
|
1
|
|||
Average price - Class A and Class B
|
$
|
56.88
|
Date of Declaration by
Board of Directors
|
Quarterly Cash Dividend
|
Total Dividend
|
Class of
Common
Stock
|
Dividend Paid
Date
|
Shareholders of
Record as of Date
|
|||||
June 22, 2021
|
$0.3450 per common share
|
$19.3 million
|
Class A and
Class B
|
July 21, 2021
|
July 6, 2021
|
Changes in Common Stock A:
|
2021
|
2020
|
||||||
Number of shares, beginning of year
|
70,208
|
70,166
|
||||||
Common stock class conversions
|
3
|
11
|
||||||
Number of shares issued, end of period
|
70,211
|
70,177
|
||||||
Changes in Common Stock A in treasury:
|
||||||||
Number of shares held, beginning of year
|
23,419
|
23,405
|
||||||
Purchase of treasury shares
|
129
|
—
|
||||||
Restricted shares issued under stock-based compensation plans - non-PSU Awards
|
(118
|
)
|
(94
|
)
|
||||
Restricted shares issued under stock-based compensation plans - PSU Awards
|
(103
|
)
|
(86
|
)
|
||||
Restricted shares issued from exercise of stock options
|
(22
|
)
|
(33
|
)
|
||||
Shares withheld for taxes
|
85
|
67
|
||||||
Number of shares held, end of period
|
23,390
|
23,259
|
||||||
Number of Common Stock A outstanding, end of period
|
46,821
|
46,918
|
Changes in Common Stock B:
|
2021
|
2020
|
||||||
Number of shares, beginning of year
|
12,974
|
13,016
|
||||||
Common stock class conversions
|
(3
|
)
|
(11
|
)
|
||||
Number of shares issued, end of period
|
12,971
|
13,005
|
||||||
Changes in Common Stock B in treasury:
|
||||||||
Number of shares held, beginning of year
|
3,922
|
3,920
|
||||||
Purchase of treasury shares
|
1
|
—
|
||||||
Number of shares held, end of period
|
3,923
|
3,920
|
||||||
Number of Common Stock B outstanding, end of period
|
9,048
|
9,085
|
● |
Research Publishing & Platforms
|
● |
Academic & Professional Learning
|
● |
Education Services
|
Three Months Ended
July 31,
|
||||||||
2021
|
2020
|
|||||||
US GAAP Operating Income
|
$
|
40,968
|
$
|
30,039
|
||||
Adjustments:
|
||||||||
Restructuring and related (credits) charges
|
(276
|
)
|
2,218
|
|||||
Non-GAAP Adjusted CTP
|
$
|
40,692
|
$
|
32,257
|
Three Months Ended
July 31,
|
||||||||
2021
|
2020
|
|||||||
Net Income
|
$
|
13,830
|
$
|
16,334
|
||||
Interest expense
|
4,639
|
4,614
|
||||||
Provision for income taxes
|
30,172
|
13,400
|
||||||
Depreciation and amortization
|
54,566
|
49,507
|
||||||
Non-GAAP EBITDA
|
103,207
|
83,855
|
||||||
Restructuring and related (credits) charges
|
(276
|
)
|
2,218
|
|||||
Foreign exchange transaction (gains) losses
|
(370
|
)
|
82
|
|||||
Gain on sale of certain assets
|
(3,750
|
)
|
—
|
|||||
Other income, net
|
(3,553
|
)
|
(4,391
|
)
|
||||
Non-GAAP Adjusted EBITDA
|
$
|
95,258
|
$
|
81,764
|
Three Months Ended
July 31,
|
||||||||
2021
|
2020
|
|||||||
US GAAP Income Before Taxes
|
$
|
44,002
|
$
|
29,734
|
||||
Pretax Impact of Adjustments:
|
||||||||
Restructuring and related (credits) charges
|
(276
|
)
|
2,218
|
|||||
Foreign exchange gains on intercompany transactions
|
(795
|
)
|
(1,569
|
)
|
||||
Gain on sale of certain assets
|
(3,750
|
)
|
—
|
|||||
Non-GAAP Adjusted Income Before Taxes
|
$
|
39,181
|
$
|
30,383
|
Three Months Ended
July 31,
|
||||||||
2021
|
2020
|
|||||||
US GAAP Income Tax Provision
|
$
|
30,172
|
$
|
13,400
|
||||
Income Tax Impact of Adjustments (1):
|
||||||||
Restructuring and related (credits) charges
|
45
|
743
|
||||||
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.
|
|
Three Months Ended
July 31,
|
|||||||
2021
|
2020
|
|||||||
US GAAP EPS
|
$
|
0.24
|
$
|
0.29
|
||||
Adjustments:
|
||||||||
Restructuring and related (credits) charges
|
(0.01
|
)
|
0.03
|
|||||
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
|
|
Three Months Ended
July 31,
|
Constant Currency
|
||||||||||||||
RESEARCH PUBLISHING & PLATFORMS:
|
2021
|
2020
|
% Change
Favorable
(Unfavorable)
|
% Change
Favorable
(Unfavorable)
|
||||||||||||
Revenue:
|
||||||||||||||||
Research Publishing
|
$
|
263,358
|
$
|
230,464
|
14
|
%
|
10
|
%
|
||||||||
Research Platforms
|
11,398
|
10,346
|
10
|
%
|
10
|
%
|
||||||||||
Total Research Publishing & Platforms Revenue
|
274,756
|
240,810
|
14
|
%
|
10
|
%
|
||||||||||
Cost of Sales
|
72,631
|
65,701
|
(11
|
)%
|
(5
|
)%
|
||||||||||
Operating Expenses
|
111,195
|
97,821
|
(14
|
)%
|
(10
|
)%
|
||||||||||
Amortization of Intangible Assets
|
11,906
|
7,667
|
(55
|
)%
|
(49
|
)%
|
||||||||||
Restructuring Charges (Credits) (see Note 9)
|
216
|
(197
|
)
|
#
|
#
|
|||||||||||
Contribution to Profit
|
78,808
|
69,818
|
13
|
%
|
10
|
%
|
||||||||||
Restructuring Charges (Credits) (see Note 9)
|
216
|
(197
|
)
|
#
|
#
|
|||||||||||
Adjusted Contribution to Profit
|
79,024
|
69,621
|
14
|
%
|
10
|
%
|
||||||||||
Depreciation and amortization
|
23,762
|
19,701
|
(21
|
)%
|
(18
|
)%
|
||||||||||
Adjusted EBITDA
|
$
|
102,786
|
$
|
89,322
|
15
|
%
|
12
|
%
|
||||||||
Adjusted EBITDA Margin
|
37.4
|
%
|
37.1
|
%
|
|
Three Months Ended
July 31,
|
Constant Currency
|
||||||||||||||
ACADEMIC & PROFESSIONAL LEARNING:
|
2021
|
2020
|
% Change
Favorable
(Unfavorable)
|
% Change
Favorable
(Unfavorable)
|
||||||||||||
Revenue:
|
||||||||||||||||
Education Publishing (1)
|
$
|
66,380
|
$
|
63,603
|
4
|
%
|
1
|
%
|
||||||||
Professional Learning
|
72,884
|
62,829
|
16
|
%
|
13
|
%
|
||||||||||
Total Academic & Professional Learning
|
139,264
|
126,432
|
10
|
%
|
7
|
%
|
||||||||||
Cost of Sales
|
42,071
|
36,482
|
(15
|
)%
|
(12
|
)%
|
||||||||||
Operating Expenses
|
85,246
|
86,057
|
1
|
%
|
4
|
%
|
||||||||||
Amortization of Intangible Assets
|
3,624
|
4,138
|
12
|
%
|
14
|
%
|
||||||||||
Restructuring Charges (see Note 9)
|
171
|
33
|
#
|
#
|
||||||||||||
Contribution to Profit
|
8,152
|
(278
|
)
|
#
|
#
|
|||||||||||
Restructuring Charges (see Note 9)
|
171
|
33
|
#
|
#
|
||||||||||||
Adjusted Contribution to Profit
|
8,323
|
(245
|
)
|
#
|
#
|
|||||||||||
Depreciation and amortization
|
18,364
|
18,804
|
2
|
%
|
5
|
%
|
||||||||||
Adjusted EBITDA
|
$
|
26,687
|
$
|
18,559
|
44
|
%
|
37
|
%
|
||||||||
Adjusted EBITDA Margin
|
19.2
|
%
|
14.7
|
%
|
(1) |
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.
|
|
Three Months Ended
July 31,
|
Constant Currency
|
||||||||||||||
EDUCATION SERVICES:
|
2021
|
2020
|
% Change
Favorable
(Unfavorable)
|
% Change
Favorable
(Unfavorable)
|
||||||||||||
Revenue:
|
||||||||||||||||
University Services (1)
|
$
|
54,394
|
$
|
50,262
|
8
|
%
|
8
|
%
|
||||||||
Talent Development Services (2)(3)
|
19,974
|
13,822
|
45
|
%
|
34
|
%
|
||||||||||
Total Education Services Revenue
|
74,368
|
64,084
|
16
|
%
|
13
|
%
|
||||||||||
Cost of Sales
|
51,252
|
42,625
|
(20
|
)%
|
(17
|
)%
|
||||||||||
Operating Expenses
|
19,355
|
15,777
|
(23
|
)%
|
(20
|
)%
|
||||||||||
Amortization of Intangible Assets
|
5,622
|
5,087
|
(11
|
)%
|
(9
|
)%
|
||||||||||
Restructuring (Credits) Charges (see Note 9)
|
(34
|
)
|
139
|
#
|
#
|
|||||||||||
Contribution to Profit
|
(1,827
|
)
|
456
|
#
|
#
|
|||||||||||
Restructuring (Credits) Charges (see Note 9)
|
(34
|
)
|
139
|
#
|
#
|
|||||||||||
Adjusted Contribution to Profit
|
(1,861
|
)
|
595
|
#
|
#
|
|||||||||||
Depreciation and amortization
|
8,303
|
7,279
|
(14
|
)%
|
(13
|
)%
|
||||||||||
Adjusted EBITDA
|
$
|
6,442
|
$
|
7,874
|
(18
|
)%
|
(21
|
)%
|
||||||||
Adjusted EBITDA Margin
|
8.7
|
%
|
12.3
|
%
|
(1) |
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.
|
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 a range 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.
|
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
|
||||||||||||||||
Diluted (shares in 000's) (1)
|
56,599
|
56,193
|
56,461
|
56,729
|
(1) |
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.
|
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
|
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)
|
$
|
13,297
|
$
|
11,140
|
$
|
61,131
|
$
|
53,995
|
||||||||
US GAAP Effective Tax Rate
|
68.6
|
%
|
45.1
|
%
|
15.7
|
%
|
(17.7
|
)%
|
||||||||
Non-GAAP Adjusted Effective Tax Rate (Previously Reported)
|
21.6
|
%
|
22.5
|
%
|
20.5
|
%
|
21.5
|
%
|
||||||||
Non-GAAP Adjusted Effective Tax Rate (Newly Defined)
|
21.6
|
%
|
23.0
|
%
|
21.3
|
%
|
22.4
|
%
|
(1) |
These adjustments substantially impacted deferred taxes.
|
(2) |
These adjustments impacted deferred taxes.
|
(3) |
The tax impact was $8.4 million from current taxes and $5.6 million from deferred taxes in 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
|
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
|
|
Three Months Ended
July 31,
|
|||||||
2021
|
2020
|
|||||||
Net cash used in operating activities
|
$
|
(84,774
|
)
|
$
|
(120,783
|
)
|
||
Net cash used in investing activities
|
(23,532
|
)
|
(28,280
|
)
|
||||
Net cash provided by financing activities
|
99,089
|
43,484
|
||||||
Effect of foreign currency exchange rate changes on cash, cash equivalents and restricted cash
|
$
|
(1,586
|
)
|
$
|
4,500
|
|
Three Months Ended
July 31,
|
|||||||
2021
|
2020
|
|||||||
Net cash used in operating activities
|
$
|
(84,774
|
)
|
$
|
(120,783
|
)
|
||
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 – 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
|
12.5
|
|||
Working capital changes:
|
|
|||
Accounts payable and royalties payable
|
36.0
|
|||
Income taxes
|
20.2
|
|||
Other accrued liabilities
|
(37.7
|
)
|
||
Accounts receivable, net and contract liabilities
|
(6.4
|
)
|
||
Other working capital items
|
11.4
|
|||
Net cash used in operating activities – Three months ended July 31, 2021
|
$
|
(84.8
|
)
|
Three Months Ended
July 31, 2021
|
||||
Shares repurchased – Class A
|
129
|
|||
Shares repurchased – Class B
|
1
|
|||
Average price – Class A and Class B
|
$
|
56.88
|
|
July 31, 2021
|
April 30, 2021
|
||||||
Increase in Inventories, net
|
$
|
11,047
|
$
|
10,886
|
||||
Decrease in Accrued royalties
|
$
|
(5,342
|
)
|
$
|
(4,949
|
)
|
||
Increase in Contract liabilities
|
$
|
40,694
|
$
|
38,034
|
||||
Print book sales return reserve net liability balance
|
$
|
(24,305
|
)
|
$
|
(22,199
|
)
|
Total Number
of Shares
Purchased
|
Average
Price Paid
Per Share
|
Total Number
of Shares Purchased
as part of a Publicly
Announced Program
|
Maximum Number
of Shares that May
be Purchased
Under the Program
|
Maximum Dollar
Value of Shares
that May be Purchased
Under Additional Plans or Programs
(Dollars in millions)
|
||||||||||||||||
May 2021
|
—
|
$
|
—
|
—
|
497,197
|
$
|
200
|
|||||||||||||
June 2021
|
75,513
|
56.49
|
75,513
|
421,684
|
200
|
|||||||||||||||
July 2021
|
54,000
|
57.43
|
54,000
|
367,684
|
200
|
|||||||||||||||
Total
|
129,513
|
$
|
56.88
|
129,513
|
367,684
|
$
|
200
|
JOHN WILEY & SONS, INC.
|
|||
Registrant
|
|||
By
|
/s/ Brian A. Napack
|
||
Brian A. Napack
|
|||
President and Chief Executive Officer
|
|||
By
|
/s/ John A. Kritzmacher
|
||
John A. Kritzmacher
|
|||
Executive Vice President and Chief Financial Officer
|
|||
By
|
/s/ Christopher F. Caridi
|
||
Christopher F. Caridi
|
|||
Senior Vice President, Global Corporate Controller and Chief Accounting Officer
|
|||
Dated: September 3, 2021
|
1. |
I have reviewed this quarterly report on Form 10-Q of John Wiley & Sons, Inc.;
|
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in
light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial
condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4. |
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules
13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a. |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material
information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b. |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide
reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c. |
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the
disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d. |
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the
registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5. |
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s
auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a. |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely
affect the registrant’s ability to record, process, summarize and report financial information; and
|
b. |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial
reporting.
|
By:
|
/s/ Brian A. Napack
|
||
Brian A. Napack
|
|||
President and Chief Executive Officer
|
|||
Dated: September 3, 2021
|
1. |
I have reviewed this quarterly report on Form 10-Q of John Wiley & Sons, Inc.;
|
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in
light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial
condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4. |
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules
13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a. |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material
information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b. |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide
reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c. |
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the
disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d. |
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the
registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5. |
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s
auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a. |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely
affect the registrant’s ability to record, process, summarize and report financial information; and
|
By:
|
/s/ John A. Kritzmacher
|
||
John A. Kritzmacher
|
|||
Executive Vice President and Chief Financial Officer
|
|||
Dated: September 3, 2021
|
(1) |
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2) |
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
By:
|
/s/ Brian A. Napack
|
||
Brian A. Napack
|
|||
President and Chief Executive Officer
|
|||
Dated: September 3, 2021
|
(1) |
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2) |
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
By:
|
/s/ John A. Kritzmacher
|
||
John A. Kritzmacher
|
|||
Executive Vice President and Chief Financial Officer
|
|||
Dated: September 3, 2021
|
1.
|
Issuance of
Shares and Shareholder Rights. You shall not have any right in, to, or with respect to any of the Shares (including any voting rights or rights
with respect to dividends paid on the Common Stock) issuable under the Award until the Award is settled by the issuance of such Shares to you. The restricted share units shall vest in accordance with the above Vesting Schedule. One Share
shall be issuable for each restricted share unit that vests on such vesting date subject to the terms and provisions of the Plan and this Agreement. On or promptly following those dates, the Company shall transfer such Shares to you upon
satisfaction of any required tax withholding obligations. Following settlement of the Award, and upon satisfaction of all tax withholding obligations, you become a shareholder of record, and shall receive voting rights and rights with
respect to dividends paid thereafter on the Shares awarded.
|
2.
|
Termination of Employment.
|
a.
|
Retirement, Resignation or
Termination with or without Cause or Constructive Discharge. Except as otherwise provided in this Section or in a written agreement
approved by the Executive Compensation and Development Committee (Committee), if you retire, or if you resign, or if your employment is
terminated by the Company with or without Cause or Constructive Discharge before the Award vests, you shall forfeit the right to receive an Award.
|
b.
|
Death or Disability.
In the event of your death or Disability while in employment prior to the vesting of the Shares, all unvested Shares shall immediately become fully vested and payable to you (or, in the event of your death, your estate). “Disability” for
this purpose shall be determined by the Committee pursuant to Section 22(e) (3) of the Code.
|
c.
|
Change in Control.
In the event of a Change in Control, as that term is defined in the Plan, in cases where:
|
i.
|
the acquiring company is not publicly traded, or
|
ii.
|
where the acquiring company is publicly traded and the company does not assume or
replace the outstanding equity, or
|
iii.
|
your employment is terminated due to a without Cause termination or Constructive Discharge within twenty-four (24) months following a Change in Control where the awards were assumed or replaced,
|
3.
|
Restrictions.
Except as otherwise provided for in this Agreement or in the Plan, the restricted share units or rights granted hereunder may not be sold, pledged or otherwise
transferred.
|
4.
|
Non-Compete, Non-Solicitation
|
a.
|
During your employment with the Company, you have and will become familiar with the Company’s trade secrets, information
related to the operations, products and services of the Company, and with other Confidential Information concerning the Company, its subsidiaries, affiliates, and companies acquired by the Company. Therefore, during your employment period
and for a period of one year thereafter, you agree that you shall not directly or indirectly own any interest in, manage, control, participate in, consult with, or render services for any Competing Business.
|
b.
|
During your employment and for a period of one year thereafter, you agree that you shall not directly, or indirectly through
another entity, (i) induce or attempt to induce any employee of the Company or any affiliate to leave the employ of the Company or such affiliate, or in any way interfere with the relationship between the Company or any affiliate and any
employee thereof, (ii) solicit, induce, recruit or hire any person who was an employee of the Company or any affiliate at any time during your employment with the Company, or (iii) induce or attempt to induce any customer, supplier,
licensee, licensor, franchisee or other business relation of the Company or any affiliate to cease doing business with the Company or such affiliate, or in any way interfere with the relationship between any such customer, supplier,
licensee, licensor, franchisee or business relation and the Company or any affiliate (including, without limitation, making any negative statements or communications about the Company or its affiliates).
|
c.
|
Forfeiture of Awards.
By accepting the Award, you expressly agree and acknowledge that the forfeiture provisions will apply if the Committee determines, in its sole judgment, that you have engaged in an act that violates paragraph (a) and/or (b). In such a
determination, your outstanding Restricted Share Units will immediately be rescinded, and you will forfeit any rights you have with respect to these Restricted Share Units as of the date of the Committee’s determination. In addition, you
hereby agree and promise immediately to deliver to the Company, an amount equal to the value of any Restricted Share Units you received under this Award during the period beginning twelve (12) months prior to your Termination of Employment
and ending on the date of the Committee’s determination.
|
5.
|
Taxes.
|
a.
|
Generally. You
are ultimately liable and responsible for all taxes owed in connection with the Award, regardless of any action the Company or UBS takes with respect to any tax withholding obligations that arise in connection with the Award. Neither the
Company nor UBS makes any representation or undertaking regarding the treatment of any tax withholding in connection with the grant or vesting of the Award or the subsequent sale of Shares issuable pursuant to the Award. The Company does
not commit and is under no obligation to structure the Award to reduce or eliminate your tax liability. The Company may refuse to issue any Shares to you until you satisfy the tax withholding obligation. For purposes hereof, “UBS”
includes the Plan third party administrator and any successor thereto.
|
b.
|
Payment of Withholding Taxes.
Prior to each vesting date in connection with the Award that results in any domestic or foreign tax withholding obligation, whether national, federal, state or local, including any social tax obligation, you must arrange for the
satisfaction of the minimum amount of such tax withholding obligation, as required, in a manner acceptable to the Company. You are responsible for obtaining professional advice as appropriate. Prior to the vesting dates in connection with
the Award, you shall be notified by UBS of any minimum tax withholding obligation. You have the option of satisfying your minimum tax withholding obligation in one of two ways:
|
i.
|
By Surrendering
Shares. Unless you choose to satisfy the minimum tax withholding obligation by some other means in accordance with clause (ii) below, your acceptance of this Award constitutes your instruction and authorization to the Company and
UBS to withhold a whole number of Shares from those Shares issuable to you as the Company and UBS determine to be appropriate to satisfy your minimum tax withholding obligation on each vesting date.
|
ii.
|
By Check (U.S. participants only), Wire Transfer or
Other Means. You may elect to satisfy your minimum tax withholding obligation by remitting to UBS as instructed an amount that the Company and UBS determine is sufficient to satisfy the minimum tax withholding obligation.
|
6.
|
Plan
Information. You agree to receive stockholder information, including copies of any annual report, proxy statement and other periodic reports, from the
Investor Relations section of http://www.wiley.com.
You acknowledge that copies of the Plan and stockholder information are available upon written or telephonic request to the Corporate Secretary.
|
7.
|
Limitation on
Rights; No Right to Future Grants; Extraordinary Item. By entering into this Agreement and accepting the Award, you acknowledge that: (a) the Plan is discretionary and may be modified, suspended or terminated by the Company at any
time as provided in the Plan; (b) the grant of the Award is a one-time benefit and does not create any contractual or other right to receive future grants of awards or benefits in lieu of awards; (c) all determinations with respect to any
such future grants, including, but not limited to, the times when awards shall be granted, the number of shares subject to each award, the award price, if any, and the time or times when each award shall be settled, shall be at the sole
discretion of the Company; (d) your participation in the Plan is voluntary; (e) the value of this Award on an ongoing basis is an extraordinary item which is outside the scope of your terms of employment or your employment contract, if any;
(f) except as otherwise provided for in any Employment Agreement you may participate in, the Award is not part of normal or expected compensation for any purpose, including without limitation for calculating any benefits, severance,
resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments; (g) the future value of the Common Stock subject to the Award is unknown and cannot be
predicted with certainty, (h) neither the Plan, the Award nor the issuance of the Shares confers upon you any right to continue in the employ of (or any other relationship with) the Company or any Subsidiary, nor do they limit in any
respect the right of the Company or any Subsidiary to terminate your employment or other relationship with the Company or any Subsidiary, as the case may be, at any time.
|
8.
|
Acceptance
and Acknowledgment. I accept and agree to the terms of the restricted share unit Award described in this Agreement and in the Plan, acknowledge receipt of a copy of this Agreement and the Plan, and acknowledge that I have read
them carefully and that I fully understand their contents.
|
3.
|
Termination of Employment.
|
a.
|
Resignation or Termination with Cause.
Except as otherwise provided in this Section or in a written agreement approved by the Executive Compensation and Development Committee (Committee),
if you resign, or if your employment is terminated by the Company with Cause before the Award is vested, you shall forfeit the right to receive an Award (whether or not the performance criteria have been met).
|
d.
|
Change in Control. In the event of a Change in Control, as that term is defined in the Plan, in cases where:
|
i.
|
the acquiring company is not publicly traded, or
|
ii.
|
where the acquiring company is publicly traded and the company does not assume or replace
the outstanding equity, or
|
iii.
|
your employment is terminated without Cause or Constructive Discharge within twenty-four
(24) months following a change in control where the awards were assumed or replaced,
|
4.
|
Restrictions.
Except as otherwise provided for in this Agreement or in the Plan, the performance share units or rights granted hereunder may not be sold, pledged or otherwise transferred.
|
5.
|
Non-Compete, Non-Solicitation
|
a.
|
During your employment with the Company, you have and will become familiar with the Company’s trade secrets, information
related to the operations, products and services of the Company, and with other Confidential Information concerning the Company, its subsidiaries, affiliates, and companies acquired by the Company. Therefore, during your employment period
and for a period of one year thereafter, you agree that you shall not directly or indirectly own any interest in, manage, control, participate in, consult with, or render services for any Competing Business.
|
b.
|
During your employment and for a period of one year thereafter, you agree that you shall not directly, or indirectly through
another entity, (i) induce or attempt to induce any employee of the Company or any affiliate to leave the employ of the Company or such affiliate, or in any way interfere with the relationship between the Company or any affiliate and any
employee thereof, (ii) solicit, induce, recruit or hire any person who was an employee of the Company or any affiliate at any time during your employment with the Company, or (iii) induce or attempt to induce any customer, supplier,
licensee, licensor, franchisee or other business relation of the Company or any affiliate to cease doing business with the Company or such affiliate, or in any way interfere with the relationship between any such customer, supplier,
licensee, licensor, franchisee or business relation and the Company or any affiliate (including, without limitation, making any negative statements or communications about the Company or its affiliates).
|
6.
|
Clawback.
In the event that the Company is required to file a restatement of its financial results due to fraud, gross negligence or intentional misconduct by one or more employees and/or material non-compliance with Securities laws, the Company
shall cancel the unvested performance share units previously granted to you in the amount by which such performance share units exceed any lower number of performance share units that would have been earned based on the restated financial
results, for the performance period in which the restatement was required, and if applicable, any gain associated with the Award for that performance period shall be repaid to the Company by you in the amount by which such gain exceeds any
lower gain that would have been made based on the restated financial results, to the full extent required or permitted by law.
|
7.
|
Taxes.
|
a.
|
Generally. You
are ultimately liable and responsible for all taxes owed in connection with the Award, regardless of any action the Company or UBS takes with respect to any tax withholding obligations that arise in connection with the Award. Neither the
Company nor UBS makes any representation or undertaking regarding the treatment of any tax withholding in connection with the grant or vesting of the Award or the subsequent sale of Shares issuable pursuant to the Award. The Company does
not commit and is under no obligation to structure the Award to reduce or eliminate your tax liability. The Company may refuse to issue any Shares to you until you satisfy the tax withholding obligation. For purposes hereof, “UBS”
includes the Plan third party administrator and any successor thereto.
|
b.
|
Payment of Withholding Taxes.
Prior to each vesting date in connection with the Award that results in any domestic or foreign tax withholding obligation, whether national, federal, state or local, including any social tax obligation, you must arrange for the
satisfaction of the minimum amount of such tax withholding obligation, as required, in a manner acceptable to the Company. You are responsible for obtaining professional advice as appropriate. Prior to the vesting dates in connection with
the Award, you shall be notified by UBS of any minimum tax withholding obligation. You have the option of satisfying your minimum tax withholding obligation in one of two ways:
|
i.
|
By Surrendering Shares. Unless you choose to satisfy the minimum tax withholding obligation by some other means in accordance with clause (ii) below, your acceptance of this Award constitutes your instruction and
authorization to the Company and UBS to withhold a whole number of Shares from those Shares issuable to you as the Company and UBS determine to be appropriate to satisfy your minimum tax withholding obligation on each vesting date.
|
ii.
|
By Check (U.S. participants only),
Wire Transfer or Other Means. You may elect to satisfy your minimum tax withholding obligation by remitting to UBS as instructed an amount that the Company and UBS determine is sufficient to satisfy the minimum tax withholding
obligation.
|
8.
|
Plan Information. You
acknowledge that you have received the Fiscal Year 2022-2024 (May 1, 2021-April 30, 2024) performance criteria and the Program summary from the Company, and you agree to receive stockholder information, including copies of any annual
report, proxy statement and other periodic reports, from the Investor Relations section of http://www.wiley.com. You acknowledge that
copies of the Plan and stockholder information are available upon written or telephonic request to the Corporate Secretary.
|
9.
|
Limitation on
Rights; No Right to Future Grants; Extraordinary Item. By entering into this Agreement and accepting the Award, you acknowledge that: (a) the Plan is discretionary and may be modified, suspended or terminated by the Company at any
time as provided in the Plan; (b) the grant of the Award is a one-time benefit and does not create any contractual or other right to receive future grants of awards or benefits in lieu of awards; (c) all determinations with respect to any
such future grants, including, but not limited to, the times when awards shall be granted, the number of shares subject to each award, the award price, if any, and the time or times when each award shall be settled, shall be at the sole
discretion of the Company; (d) your participation in the Plan is voluntary; (e) the value of this Award on an ongoing basis is an extraordinary item which is outside the scope of your terms of employment or your employment contract, if any;
(f) the Award is not part of normal or expected compensation for any purpose, including without limitation for calculating any benefits, severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards,
pension or retirement benefits or similar payments; (g) the future value of the Common Stock subject to the Award is unknown and cannot be predicted with certainty, (h) neither the Plan, the Award nor the issuance of the Shares confers upon
you any right to continue in the employ of (or any other relationship with) the Company or any Subsidiary, nor do they limit in any respect the right of the Company or any Subsidiary to terminate your employment or other relationship with
the Company or any Subsidiary, as the case may be, at any time.
|
10.
|
Acceptance and Acknowledgment. I accept and agree to the terms of the Performance Share Unit Award described in this Agreement and in the Plan, acknowledge receipt of a copy of this Agreement, the Plan and the applicable
Program Summary, and acknowledge that I have read them carefully and that I fully understand their contents.
|
1.
|
Issuance of
Shares and Shareholder Rights. You shall not have any right in, to, or with respect to any of the Shares (including any voting rights or rights
with respect to dividends paid on the Common Stock) issuable under this Agreement until you exercise a vested Option and purchase the Shares and such Shares are settled by issuance to you. The Option shall vest in accordance with the above
Vesting Schedule. One Share shall be issuable for each Option you exercise, subject to the terms and provisions of the Plan and this Agreement. On or
promptly following the date you elect to exercise the Option, the Company shall transfer such Shares to you upon satisfaction of any required tax withholding obligations. Following settlement of the Option, and upon satisfaction of all tax
withholding obligations, you become a shareholder of record, and shall receive voting rights and rights with respect to dividends paid thereafter on the Shares purchased.
|
2.
|
Termination of Employment.
|
b.
|
Death or Disability.
In the event of your death or Disability while in employment prior to the vesting of the Option, all unvested Options shall immediately become fully vested
and may be exercised by you (or, in the event of your death, your estate) for up to 12 months following the date of death or Disability. “Disability” for this purpose shall be determined by the Committee pursuant to Section 22(e) (3) of
the Code.
|
c.
|
Change in Control.
In the event of a Change in Control, as that term is defined in the Plan, in cases where:
|
i.
|
the acquiring company is not publicly traded, or
|
ii.
|
where the acquiring company is publicly traded and the company does not assume or
replace the outstanding equity, or
|
iii.
|
your employment is terminated due to a without Cause termination or Constructive Discharge within twenty-four (24) months following a Change in Control where the awards were assumed or replaced,
|
3.
|
Restrictions.
Except as otherwise provided for in this Agreement or in the Plan, Option granted hereunder may not be sold, pledged or otherwise transferred.
|
4.
|
Non-Compete, Non-Solicitation
|
a.
|
During your employment with the Company, you have and will become familiar with the Company’s trade secrets, information
related to the operations, products and services of the Company, and with other Confidential Information concerning the Company, its subsidiaries, affiliates, and companies acquired by the Company. Therefore, during your employment period
and for a period of one year thereafter, you agree that you shall not directly or indirectly own any interest in, manage, control, participate in, consult with, or render services for any Competing Business.
|
b.
|
During your employment and for a period of one year thereafter, you agree that you shall not directly, or indirectly through
another entity, (i) induce or attempt to induce any employee of the Company or any affiliate to leave the employ of the Company or such affiliate, or in any way interfere with the relationship between the Company or any affiliate and any
employee thereof, (ii) solicit, induce, recruit or hire any person who was an employee of the Company or any affiliate at any time during your employment with the Company, or (iii) induce or attempt to induce any customer, supplier,
licensee, licensor, franchisee or other business relation of the Company or any affiliate to cease doing business with the Company or such affiliate, or in any way interfere with the relationship between any such customer, supplier,
licensee, licensor, franchisee or business relation and the Company or any affiliate (including, without limitation, making any negative statements or communications about the Company or its affiliates).
|
5.
|
Taxes.
|
a.
|
Generally. You
are ultimately liable and responsible for all taxes owed in connection with the Award, regardless of any action the Company or UBS takes with respect to any tax withholding obligations that arise in connection with the Award. Neither the
Company nor UBS makes any representation or undertaking regarding the treatment of any tax withholding in connection with the grant or vesting of the Award or the subsequent sale of Shares issuable pursuant to the Award. The Company does
not commit and is under no obligation to structure the Award to reduce or eliminate your tax liability. The Company may refuse to issue any Shares to you until you satisfy the tax withholding obligation. For purposes hereof, “UBS”
includes the Plan third party administrator and any successor thereto.
|
b.
|
Payment of Withholding Taxes.
Prior to purchase of the Option in connection with the Award that results in any domestic or foreign tax withholding obligation, whether national, federal,
state or local, including any social tax obligation, you must arrange for the satisfaction of the minimum amount of such tax withholding obligation, as required, in a manner acceptable to the Company. You are responsible for obtaining
professional advice as appropriate. You shall be notified by UBS of any minimum tax withholding obligation. You have the option of satisfying your minimum tax withholding obligation in one of two ways:
|
i.
|
By Surrendering Shares. Unless you choose to satisfy the minimum tax withholding obligation by some other means in accordance with clause (ii) below, your acceptance of this Award constitutes your instruction and
authorization to the Company and UBS to withhold a whole number of Shares from those Shares issuable to you as the Company and UBS determine to be appropriate to satisfy your minimum tax withholding obligation upon purchase of the Options pursuant to this Award.
|
ii.
|
By Check (U.S. participants only), Wire Transfer or Other Means. You may elect to satisfy your minimum tax withholding obligation by remitting to UBS as instructed an amount that the Company and UBS determine is
sufficient to satisfy the minimum tax withholding obligation.
|
6.
|
Plan
Information. You agree to receive stockholder information, including copies of any annual report, proxy statement and other periodic reports, from the
Investor Relations section of http://www.wiley.com.
You acknowledge that copies of the Plan and stockholder information are available upon written or telephonic request to the Corporate Secretary.
|
7.
|
Limitation on
Rights; No Right to Future Grants; Extraordinary Item. By entering into this Agreement and accepting the Option, you acknowledge that: (a) the Plan is discretionary and may be modified, suspended or terminated by the Company at any
time as provided in the Plan; (b) the grant of the Option is a one-time benefit and does not create any contractual or other right to receive future grants of awards or benefits in lieu of awards; (c) all determinations with respect to any
such future grants, including, but not limited to, the times when awards shall be granted, the number of shares subject to each award, the award price, if any, and the time or times when each award shall be settled, shall be at the sole
discretion of the Company; (d) your participation in the Plan is voluntary; (e) the value of this Option on an ongoing basis is an extraordinary item which is outside the scope of your terms of employment or your employment contract, if
any; (f) except as otherwise provided for in any Employment Agreement you may participate in, the Option is not part of normal or expected compensation for any purpose, including without limitation for calculating any benefits, severance,
resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments; (g) the future value of the Common Stock subject to the Award is unknown and cannot be
predicted with certainty, (h) neither the Plan, the Option nor the issuance of the Shares confers upon you any right to continue in the employ of (or any other relationship with) the Company or any Subsidiary, nor do they limit in any
respect the right of the Company or any Subsidiary to terminate your employment or other relationship with the Company or any Subsidiary, as the case may be, at any time.
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8.
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Acceptance
and Acknowledgment. I accept and agree to the terms of the Option described in this Agreement and in the Plan, acknowledge receipt of a copy of
this Agreement and the Plan, and acknowledge that I have read them carefully and that I fully understand their contents.
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