8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

February 28, 2023

(Date of Report)

(Date of earliest event reported)

JOHN WILEY & SONS, INC.

(Exact name of registrant as specified in its charter)

New York

(State or other jurisdiction of incorporation)

001-11507	13-5593032
(Commission File Number)	(IRS Employer Identification No.)
111 River Street, Hoboken New Jersey	07030
(Address of principal executive offices)	(Zip Code)
Registrant’s telephone number, including area code:	(201) 748-6000

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock, par value $1.00 per share	WLY	New York Stock Exchange
Class B Common Stock, par value $1.00 per share	WLYB	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 7.01 Regulation FD Disclosure.

As discussed on our second quarter fiscal 2023 earnings call, effective in the third quarter of our fiscal year 2023, John Wiley & Sons (the “Company”) has realigned its segments to better align with its specific customer groups – universities and learners ("Academic") and corporations and workers ("Talent"). Our new segment reporting structure will consist of three reportable segments which includes Research, Academic, and Talent, as well as a Corporate expense category, which includes certain costs that are not allocated to the reportable segments.

a.Research, includes Research Publishing and Research Solutions. No changes were made as a result of this realignment.

b.Academic, includes the Academic Publishing and University Services lines. Academic Publishing is the combination of the former Education Publishing line and professional publishing offerings.

c.Talent, is the combination of the former Talent Development line, and our corporate training and corporate learning offerings.

As a result of the realignment, we have revised our segment presentation for fiscal years 2021 and 2022, quarterly financial results for fiscal year 2022, and the first two quarters of fiscal year 2023. There were no changes to our consolidated financial results. The revisions do not represent a restatement of previously issued financial statements. See Exhibit 99.1 for our revised segment presentations.

The information in Item 7.01, including the exhibits hereto, (x) shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section and (y) shall not be incorporated by reference into any filing of the Company with the Securities and Exchange Commission, whether made before or after the date hereof, regardless of any general incorporation language in such filings (unless the Company specifically states that the information or exhibits in this particular report are incorporated by reference).

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No. Description

99.1    John Wiley & Sons, Inc. Revised Segment Results

104    Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

JOHN WILEY & SONS, INC.
(Registrant)
	By	/s/ Brian A. Napack
		Brian A. Napack
		President and Chief Executive Officer
	By	/s/ Christina Van Tassell
		Christina Van Tassell
		Executive Vice President and Chief Financial Officer
	Dated: February 28, 2023

EX-99.1

JOHN WILEY & SONS, INC.

REVISED SEGMENT RESULTS (1)

(in thousands)

(unaudited)

	Q123		Q223
Research (2):
Revenue, net
Research Publishing	$	239,523	$	232,641
Research Solutions	35,390		38,718
Total Revenue, net	$	274,913	$	271,359
Contribution to Profit	$	69,023	$	73,279
Adjustments:
Restructuring charges	81		1,179
Non-GAAP Adjusted Contribution to Profit	$	69,104	$	74,458
Depreciation and amortization	23,801		23,384
Non-GAAP Adjusted EBITDA	$	92,905	$	97,842
Academic:
Revenue, net
Academic Publishing	$	104,366	$	121,798
University Services	46,771		57,170
Total Revenue, net	$	151,137	$	178,968
Contribution to Profit	$	(21,121)	$	23,385
Adjustments:
Restructuring charges	4,167		4,073
Non-GAAP Adjusted Contribution to Profit	$	(16,954)	$	27,458
Depreciation and amortization	20,919		20,706
Non-GAAP Adjusted EBITDA	$	3,965	$	48,164
Talent:
Total Revenue, net	$	61,519	$	64,509
Contribution to Profit	$	(463)	$	13,108
Adjustments:
Restructuring charges (credits)	2,456		(128)
Accelerated amortization of an intangible asset (3)	4,594		—
Non-GAAP Adjusted Contribution to Profit	$	6,587	$	12,980
Depreciation and amortization	4,809		4,421
Non-GAAP Adjusted EBITDA	$	11,396	$	17,401
Corporate Expenses:	$	(64,404)	$	(52,333)
Adjustments:
Restructuring charges	15,737		8,832
Non-GAAP Adjusted Contribution to Profit	$	(48,667)	$	(43,501)
Depreciation and amortization	4,156		3,910
Non-GAAP Adjusted EBITDA	$	(44,511)	$	(39,591)
Consolidated Results:
Revenue, net	$	487,569	$	514,836
Operating (Loss) Income	$	(16,965)	$	57,439
Adjustments:
Restructuring charges	22,441		13,956
Accelerated amortization of an intangible asset (3)	4,594		—
Non-GAAP Adjusted Operating Income	$	10,070	$	71,395
Depreciation and amortization	53,685		52,421
Non-GAAP Adjusted EBITDA	$	63,755	$	123,816

Notes:

(1) All amounts are approximate due to rounding.

(2) The Research segment was previously referred to as Research Publishing & Platforms.

(3) On January 1, 2020, Wiley acquired mthree, a talent placement provider that addresses the IT skills gap by finding, training, and placing job-ready technology talent in roles with leading corporations worldwide. Its results of operations are included in our Talent segment. In late May 2022, Wiley renamed the mthree talent development solution to Wiley Edge and discontinued use of the mthree trademark during the three months ended July 31, 2022. As a result of these actions, we determined that a revision of the useful life was warranted, and the intangible asset was fully amortized over its remaining useful life resulting in accelerated amortization expense of $4.6 million in the three months ended July 31, 2022.

JOHN WILEY & SONS, INC.

REVISED SEGMENT RESULTS (1)

(in thousands)

(unaudited)

	Q122		Q222		Q322		Q422		FY22		FY21
Research (2):
Revenue, net
Research Publishing (3)	$	243,284	$	238,853	$	224,553	$	257,025	$	963,715	$	892,176
Research Solutions (3)	31,472		36,301		38,788		41,067		147,628		123,173
Total Revenue, net	$	274,756	$	275,154	$	263,341	$	298,092	$	1,111,343	$	1,015,349
Contribution to Profit	$	78,808	$	77,031	$	62,165	$	76,985	$	294,989	$	273,059
Adjustments:
Restructuring charges (credits)	215		22		—		—		237		(36)
Non-GAAP Adjusted Contribution to Profit	$	79,023	$	77,053	$	62,165	$	76,985	$	295,226	$	273,023
Depreciation and amortization	23,762		23,464		23,914		23,759		94,899		83,866
Non-GAAP Adjusted EBITDA	$	102,785	$	100,517	$	86,079	$	100,744	$	390,125	$	356,889
Academic:
Revenue, net
Academic Publishing	$	110,751	$	146,406	$	143,583	$	130,965	$	531,705	$	538,643
University Services	54,959		58,608		55,435		58,405		227,407		230,371
Total Revenue, net	$	165,710	$	205,014	$	199,018	$	189,370	$	759,112	$	769,014
Contribution to Profit	$	2,035	$	35,429	$	31,711	$	22,542	$	91,717	$	113,548
Adjustments:
Restructuring (credits) charges	(138)		(470)		261		(123)		(470)		3,457
Non-GAAP Adjusted Contribution to Profit	$	1,897	$	34,959	$	31,972	$	22,419	$	91,247	$	117,005
Depreciation and amortization	20,718		21,211		19,693		20,099		81,721		77,823
Non-GAAP Adjusted EBITDA	$	22,615	$	56,170	$	51,665	$	42,518	$	172,968	$	194,828
Talent:
Total Revenue, net	$	47,922	$	52,835	$	53,525	$	58,191	$	212,473	$	157,138
Contribution to Profit	$	4,290	$	6,363	$	5,717	$	7,566	$	23,936	$	(4,731)
Adjustments:
Restructuring charges (credits)	275		11		(41)		(221)		24		577
Non-GAAP Adjusted Contribution to Profit	$	4,565	$	6,374	$	5,676	$	7,345	$	23,960	$	(4,154)
Depreciation and amortization	5,949		5,750		5,605		4,693		21,997		23,828
Non-GAAP Adjusted EBITDA	$	10,514	$	12,124	$	11,281	$	12,038	$	45,957	$	19,674
Corporate Expenses:	$	(44,165)	$	(44,935)	$	(53,604)	$	(48,662)	$	(191,366)	$	(196,365)
Adjustments:
Restructuring (credits) charges	(629)		(896)		228		79		(1,218)		29,312
Non-GAAP Adjusted Contribution to Profit	$	(44,794)	$	(45,831)	$	(53,376)	$	(48,583)	$	(192,584)	$	(167,053)
Depreciation and amortization	4,137		4,130		4,151		4,135		16,553		14,672
Non-GAAP Adjusted EBITDA	$	(40,657)	$	(41,701)	$	(49,225)	$	(44,448)	$	(176,031)	$	(152,381)
Consolidated Results:
Revenue, net	$	488,388	$	533,003	$	515,884	$	545,653	$	2,082,928	$	1,941,501
Operating Income	$	40,968	$	73,888	$	45,989	$	58,431	$	219,276	$	185,511
Adjustments:
Restructuring (credits) charges	(277)		(1,333)		448		(265)		(1,427)		33,310
Non-GAAP Adjusted Operating Income	$	40,691	$	72,555	$	46,437	$	58,166	$	217,849	$	218,821
Depreciation and amortization	54,566		54,555		53,363		52,686		215,170		200,189
Non-GAAP Adjusted EBITDA	$	95,257	$	127,110	$	99,800	$	110,852	$	433,019	$	419,010

Notes:

(1) All amounts are approximate due to rounding.                                                    

(2) The Research segment was previously referred to as Research Publishing & Platforms.

(3) As previously announced in May 2022, our revenue by product type previously referred to as Research Platforms was changed to Research Solutions. Research Solutions includes infrastructure and publishing services that help societies and corporations thrive in a complex knowledge ecosystem. In addition to Platforms (Atypon), certain product offerings such as corporate sales which included the recent acquisitions of Madgex Holdings Limited (Madgex), and Bio-Rad Laboratories Inc.’s Informatics products (Informatics) that were previously included in Research Publishing moved to Research Solutions to align with our strategic focus. Research Solutions also includes product offerings related to certain recent acquisitions such as J&J, and EJP. Prior period results have been revised to the new presentation. There were no changes to the total Research segment or our consolidated financial results. The revenue was $20.1 million, $24.0 million, $24.3 million, and $24.9 million for the three months ended July 31, 2021, October 31, 2021, January 31, 2022, and April 30, 2022, respectively. The revenue was $93.3 million and $80.3 million for the years ended April 30, 2022 and 2021, respectively.

XML

Cover	Feb. 27, 2023
Entity Listings [Line Items]
Document Type	8-K
Document Period End Date	Feb. 28, 2023
Entity Registrant Name	JOHN WILEY & SONS, INC.
Entity Incorporation, State or Country Code	NY
Entity File Number	001-11507
Entity Tax Identification Number	13-5593032
Entity Address, State or Province	NJ
Entity Address, City or Town	Hoboken
Entity Address, Address Line One	111 River Street
Entity Address, Postal Zip Code	07030
Local Phone Number	748-6000
City Area Code	201
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Amendment Flag	false
Entity Central Index Key	0000107140
Common Class A
Entity Listings [Line Items]
Title of 12(b) Security	Class A Common Stock, par value $1.00 per share
Trading Symbol	WLY
Security Exchange Name	NYSE
Common Class B
Entity Listings [Line Items]
Title of 12(b) Security	Class B Common Stock, par value $1.00 per share
Trading Symbol	WLYB
Security Exchange Name	NYSE