8-K

John Wiley & Sons, Inc. (WLY)

8-K 2021-03-04 For: 2021-03-04
View Original
Added on April 10, 2026

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

March 4, 2021

(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
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Commission File Number IRS Employer Identification Number
111 River Street, Hoboken New Jersey 07030
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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 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

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. ☐


ITEM 2.02: RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

On March 4, 2021, John Wiley & Sons Inc., a New York corporation (the “Company”), issued a press release announcing the Company’s financial results for the third quarter fiscal year 2021. A copy of the Company’s press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

ITEM 7.01 REGULATION FD DISCLOSURE

On March 4, 2021, the Company held its third quarter fiscal 2021 earnings conference call. The Company is furnishing as Exhibit 99.2 to this Current Report on Form 8-K the presentation materials that were provided and discussed during the earnings conference call.

The information in these Items 2.02 and 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). The furnishing of the information set forth in this report is not intended to, and does not, constitute a determination or admission as to the materiality or completeness of such information.

ITEM 9.01: FINANCIAL STATEMENTS AND EXHIBITS.

Exhibit No. Description

99.1 - Press release dated March 4, 2021 “Wiley Reports Third Quarter Fiscal 2021 Results.”

99.2 - Presentation materials dated March 4, 2021.

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
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Brian A. Napack
President and
Chief Executive Officer
By /s/ John A. Kritzmacher
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John A. Kritzmacher
Executive Vice President and<br><br> <br>Chief Financial Officer
Dated: March 4, 2021
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Wiley Reports Third Quarter Fiscal 2021 Results

March 4, 2021 - Hoboken, NJ – John Wiley & Sons, Inc. (NYSE: JW-A and JW-B), a global leader in research and education, today announced results for the third quarter ended January 31, 2021.

THIRD QUARTER SUMMARY

GAAP Results: Revenue of $483 million (+3%)<br> and EPS of $0.39 (-$0.24) due to restructuring charges of $0.28 primarily related to real estate capacity reduction
Adjusted Results at<br><br><br> constant currency (cc): Revenue +2%, EBITDA +7%, and EPS +6%
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Full Year Outlook raised for Revenue,<br> Adjusted EBITDA, Adjusted EPS and Free Cash Flow
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MANAGEMENT COMMENTARY

“Wiley’s strategic focus and solid execution in open research and online education continue to yield strong results,” said Brian Napack, President and CEO. “During the quarter, we accelerated our Research growth strategy with the acquisition of Hindawi, a rapidly-growing leader in open access publishing, and we strengthened the Wiley network with new university and corporate partners for online degree and talent development services.”

THIRD QUARTER PERFORMANCE

GAAP Measures<br> Unaudited (millions except for EPS) Q3 2021 Q3 2020 Change
Revenue 482.9 $ 467.1 3 %
Diluted EPS 0.39 $ 0.63 (38 %)
Non-GAAP Measures Q3 2021 Q3 2020 Change<br><br> <br>Constant Currency
Revenue 482.9 $ 467.1 2 %
Adjusted EBITDA 104.3 $ 95.5 7 %
Adjusted EPS 0.68 $ 0.68 6 %

All values are in US Dollars.

Excluding acquisitions and currency impact, revenue declined 1% for the quarter.  Wiley recorded a favorable FX variance of $7.6 million in revenue and $2.1 million in Adjusted EBITDA, and an unfavorable FX variance of $0.04 per share in Adjusted EPS.

Revenue

Research Publishing & Platforms rose 3% as reported and 1% at constant currency, with strong growth in open access and inorganic contributions from acquisitions offsetting anticipated subscription revenue pressure.
Academic & Professional Learning declined<br> 2% as reported and 4% at constant currency mainly due to COVID-19 impact on test prep and in-person corporate training, and a decline in print book revenue, which offset continued growth in digital content and courseware.
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Education Services increased 25% as reported<br> and 24% at constant currency, driven by organic revenue growth of 13% from strong online enrollment and new student starts, and the two-month inorganic contribution from mthree (+$8 million).
--- ---

Adjusted EBITDA

Research Publishing & Platforms was even<br> with the prior year at constant currency, as revenue growth, operational efficiencies, and COVID-related expense savings were offset by higher royalties and one-time charges associated with the Hindawi acquisition.
Academic & Professional Learning rose 2%<br> at constant currency, reflecting business optimization gains and COVID-related expense savings.
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Education Services rose $12 million to $13<br> million, driven by revenue growth and business optimization initiatives, notably sustained improvement in student acquisition costs.  Adjusted EBITDA margin for the quarter was 19%, up from 2% in the prior year.
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Adjusted Corporate Expenses rose 19% to $44 million mainly due to higher employment-related expenses.
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EPS

GAAP EPS of $0.39 declined from $0.63 in the<br> prior year, reflecting restructuring charges of $0.28 per share, primarily related to a previously disclosed reduction in Wiley’s real estate footprint.
Adjusted EPS of $0.68 compared to $0.68 in<br> the prior year with operating income growth and lower interest expense partially offset by higher FX transaction losses mostly related to the funding of the Hindawi acquisition.  In the quarter, the Hindawi acquisition was dilutive to EPS<br> by approximately $0.12 per share.
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Balance Sheet and Liquidity

Net debt-to-EBITDA ratio (trailing twelve<br> months) at quarter-end was 2.2 as compared to 1.8 at the end of the year-ago period.
Available liquidity was approximately $620 million at quarter-end, including $91 million of cash on hand and $529 million<br><br><br> of undrawn credit capacity.
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Cash Flow (YTD)

Net Cash Provided by<br> Operating Activities was $155 million compared to $89 million in the prior year period, primarily driven by higher cash earnings.
Free Cash Flow less Product Development<br> Spending was $80 million compared to $5 million in the prior year, reflecting the improvement in Net Cash Provided by Operating Activities and lower capital expenditures.
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Share repurchases resumed in January<br> following the announcement of the Hindawi acquisition.  During the brief remaining trading period, Wiley spent approximately $7 million to acquire 146,852 shares at an average cost per share of $48.09.
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FISCAL YEAR 2021 OUTLOOK

Based on performance through nine months, Wiley is raising its full year outlook for Revenue, Adjusted EBITDA, Adjusted EPS, and Free Cash Flow.  The updated outlook assumes that current foreign exchange rates prevail through the end of the fiscal year.  The outlook also includes the projected fourth quarter impact of the Hindawi acquisition.  For the full year, the Company continues to anticipate low-single digit revenue growth overall, which includes low-single digit growth in Research, a mid-single digit decline in Academic & Professional Learning, and double-digit growth in Education Services (mid-to-high single digit growth on an organic basis).

Updated projected performance ranges for consolidated Revenue, Adjusted EBITDA, Adjusted EPS, and Free Cash Flow are as follows:


Metric<br><br> <br>($millions, except EPS) Fiscal 2020<br><br> <br>Actual Fiscal 2021<br><br> <br>Current Outlook
Revenue 1,831 $1,865 - $1,885 Raised, $1,900 - $1,920
Adjusted EBITDA 356 $380 - $395 Raised, $395 - $410
Adjusted EPS 2.40 $2.50 - $2.70 Raised, $2.60 - $2.75
Free Cash Flow 173 $175 - $200 Raised, $200 - $225

All values are in US Dollars.

Current outlook reflects actual currency impact to date, current exchange rates sustained through Q4 (Euro at $1.18 and Pound<br> Sterling at $1.32), and the approximate four-month impact of the Hindawi acquisition (Revenue +$10M, Adjusted EBITDA neutral, and Adjusted EPS -$0.15).

EARNINGS CONFERENCE CALL

Scheduled for today, March 4 at 10:00 a.m. (ET).  Access the webcast directly at https://event.on24.com/wcc/r/3036824/A98F5D273A4855BB2457F285ACDA49A7, or at Wiley.com under Investor Relations - Events and Presentations at https://www.wiley.com/en-us/investors.  U.S. callers, please dial (844) 418-0103 and enter the participant code 7251548#.   International callers, please dial (236) 714-3019 and enter the participant code 7251548#.

ABOUT WILEY

Wiley drives the world forward with research and education.  Through publishing, platforms, and services, we help researchers, professionals, students, universities, and corporations to achieve their goals in an ever-changing world.  And for more than 200 years, we have delivered consistent performance to all our stakeholders. The Company's website can be accessed at www.wiley.com.

NON-GAAP FINANCIAL MEASURES

Wiley provides non-GAAP financial measures and performance results such as “Adjusted EPS,” “Adjusted Revenue,” “Adjusted Operating Income,” “Adjusted EBITDA,” “Adjusted CTP,” “Free Cash Flow less Product Development Spending,” “organic revenue,” and results on a Constant Currency basis to assess underlying business performance and trends.  Management believes non-GAAP financial measures, which exclude the impact of restructuring charges and credits and certain other items, and the impact of acquisitions provide a useful comparable basis to analyze operating results and earnings.  See the reconciliations of non-GAAP financial measures and explanations of the uses of non-GAAP measures in the supplementary information.

FORWARD-LOOKING STATEMENTS

This release contains certain forward-looking statements concerning the Company's operations, performance, and financial condition. Reliance should not be placed on forward-looking statements, as actual results may differ materially from those in any forward-looking statements. Any such forward-looking statements are based upon a number of assumptions and estimates that are inherently subject to uncertainties and contingencies, many of which are beyond the control of the Company and are subject to change based on many important factors. Such factors include, but are not limited to: (i) the level of investment in new technologies and products; (ii) subscriber renewal rates for the Company's journals; (iii) the financial stability and liquidity of journal subscription agents; (iv) the consolidation of book wholesalers and retail accounts; (v) the market position and financial stability of key online retailers; (vi) the seasonal nature of the Company's educational business and the impact of the used book market; (vii) worldwide economic and political conditions; (viii) the Company's ability to protect its copyrights and other intellectual property worldwide (ix) the ability of the Company to successfully integrate acquired operations and realize expected opportunities; (x) the Company’s ability to realize operating savings over time and in fiscal year 2021 in connection with our multi-year Business Optimization Program; (xi) the impact of COVID-19 on our operations, performance, and financial condition; and (xii) other factors detailed from time to time in the Company's filings with the Securities and Exchange Commission. The Company undertakes no obligation to update or revise any such forward-looking statements to reflect subsequent events or circumstances.

Investor Contact:

Brian Campbell

201.748.6874

brian.campbell@wiley.com

Media Contact:

Katie Roberts

602.373.7233

karoberts@wiley.com


JOHN WILEY & SONS, INC.
SUPPLEMENTARY INFORMATION^(1)(2)^
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(in thousands, except per share data)
(unaudited)
Three Months Ended Nine Months Ended
January 31, January 31,
2021 2020 2021 2020
Revenue, net $ 482,912 $ 467,131 $ 1,405,249 $ 1,356,866
Costs and expenses:
Cost of sales 157,636 153,924 457,298 440,433
Operating and administrative expenses 251,242 245,683 735,778 736,233
Restructuring and related charges 20,675 3,298 24,813 18,034
Amortization of intangibles 19,032 15,732 53,089 45,722
Total Costs and Expenses 448,585 418,637 1,270,978 1,240,422
Operating Income 34,327 48,494 134,271 116,444
As a % of revenue 7.1 % 10.4 % 9.6 % 8.6 %
Interest expense (4,853 ) (6,309 ) (13,928 ) (19,173 )
Foreign exchange transaction losses (5,694 ) (1,745 ) (6,473 ) (1,761 )
Other income 3,612 4,232 11,769 9,602
Income Before Taxes 27,392 44,672 125,639 105,112
Provision for income taxes 5,231 9,229 18,712 21,355
Effective tax rate 19.1 % 20.7 % 14.9 % 20.3 %
Net Income $ 22,161 $ 35,443 $ 106,927 $ 83,757
As a % of revenue 4.6 % 7.6 % 7.6 % 6.2 %
Weighted Average Number of Common Shares Outstanding
Basic 55,984 56,073 55,967 56,312
Diluted 56,332 56,503 56,230 56,698
Earnings Per Share
Basic $ 0.40 $ 0.63 $ 1.91 $ 1.49
Diluted $ 0.39 $ 0.63 $ 1.90 $ 1.48
Notes:
(1) The supplementary information included in this press release for the three and nine months ended January 31, 2021 is preliminary and subject to<br> change prior to the filing of our upcoming Quarterly Report on Form 10-Q with the Securities and Exchange Commission.<br><br> <br><br><br> <br><br><br> <br>In the three months ended January 31, 2021, we completed the acquisition of Hindawi, which is included in our Research Publishing and Platforms<br> segment results.
(2) All amounts are approximate due to rounding.

JOHN WILEY & SONS, INC.
SUPPLEMENTARY INFORMATION (1)
RECONCILIATION OF GAAP EPS to NON-GAAP ADJUSTED EPS - DILUTED
(unaudited)
Nine Months Ended
January 31,
2020 2021 2020
GAAP Earnings Per Share - Diluted 0.39 $ 0.63 $ 1.90 $ 1.48
Adjustments:
Restructuring and related charges (A) 0.28 0.04 0.33 0.24
Foreign exchange losses (gains) on intercompany transactions (A) 0.01 0.01 (0.01 ) 0.02
Impact of increase in U.K. statutory rate on deferred tax balances (B) - - 0.12 -
Impact of U.S. CARES Act (C) - - (0.25 ) -
Non-GAAP Adjusted Earnings Per Share - Diluted 0.68 $ 0.68 $ 2.09 $ 1.74
Notes:
(A) The table below shows the net of tax impact of our adjustments to GAAP Earnings Per Share noted above.
Nine Months Ended
January 31,
(amounts in millions) 2021 2020 2021 2020
Net of tax, charges related to the Business Optimization Program 15.7 $ 2.9 $ 18.6 $ 13.9
Net of tax, (credits) charges related to the Restructuring and Reinvestment Program 0.0 $ (0.4 ) $ (0.2 ) $ (0.2 )
Net of tax, foreign exchange transaction losses (gains) 0.2 $ 0.6 $ (0.7 ) $ 1.3
(B) During the first quarter of fiscal 2021, the U.K. officially enacted legislation that increased its statutory rate from 17% to 19%. This<br> resulted in a 6.7 million non-cash deferred tax expense from the re-measurement of the Company’s applicable U.K. net deferred tax liabilities.
(C) In connection with the Coronavirus Aid, Relief, and Economic Security Act ("CARES Act") and certain regulations issued in late July 2020, the<br> Company elected to carry back its fiscal year 2020 loss for tax purposes ("NOL") to its fiscal year 2015 and claimed a 20.7 million refund. The NOL carryback to a year when our corporate tax rate was 35%, including certain related<br> benefits, resulted in a 14 million tax benefit. We received the refund in February 2021.
(1) See Explanation of Usage of Non-GAAP performance measures included in this supplementary information for additional details on the reasons why<br> management believes presentation of each non-GAAP performance measure provides useful information to investors. The supplementary information included in this press release for the three and nine months ended January 31, 2021 is preliminary<br> and subject to change prior to the filing of our upcoming Quarterly Report on Form 10-Q with the Securities and Exchange Commission.

All values are in US Dollars.


JOHN WILEY & SONS, INC.
SUPPLEMENTARY INFORMATION ^(1)^
RECONCILIATION OF GAAP NET INCOME to NON-GAAP EBITDA AND ADJUSTED EBITDA
(unaudited)
Three Months Ended Nine Months Ended
January 31, January 31,
2021 2020 2021 2020
Net Income $ 22,161 $ 35,443 $ 106,927 $ 83,757
Interest expense 4,853 6,309 13,928 19,173
Provision for income taxes 5,231 9,229 18,712 21,355
Depreciation and amortization 49,316 43,681 147,253 128,538
Non-GAAP EBITDA 81,561 94,662 286,820 252,823
Restructuring and related charges 20,675 3,298 24,813 18,034
Foreign exchange transaction losses 5,694 1,745 6,473 1,761
Other income (3,612 ) (4,232 ) (11,769 ) (9,602 )
Non-GAAP Adjusted EBITDA $ 104,318 $ 95,473 $ 306,337 $ 263,016
Adjusted EBITDA Margin 21.6 % 20.4 % 21.8 % 19.4 %
Notes:
(1) See Explanation of Usage of Non-GAAP performance measures included in this supplementary information for additional details on the reasons<br> why management believes presentation of each non-GAAP performance measure provides useful information to investors. The supplementary information included in this press release for the three and nine months ended January 31, 2021 is<br> preliminary and subject to change prior to the filing of our upcoming Quarterly Report on Form 10-Q with the Securities and Exchange Commission.

JOHN WILEY & SONS, INC.
SUPPLEMENTARY INFORMATION (1)
SEGMENT RESULTS
(in thousands)
(unaudited)
% Change
Favorable (Unfavorable)
2020 Reported Constant Currency
Research Publishing & Platforms:
Revenue, net
Research Publishing 229,327 $ 223,393 3 % 1 %
Research Platforms 10,523 10,163 4 % 4 %
Total Revenue, net 239,850 $ 233,556 3 % 1 %
Contribution to Profit 60,782 $ 63,861 -5 % -6 %
Adjustments:
Restructuring charges 83 40
Non-GAAP Adjusted Contribution to Profit 60,865 $ 63,901 -5 % -6 %
Depreciation and amortization 20,997 17,056
Non-GAAP Adjusted EBITDA 81,862 $ 80,957 1 % 0 %
Adjusted EBITDA margin 34.1 % 34.7 %
Academic & Professional Learning:
Revenue, net
Education Publishing 98,160 $ 100,982 -3 % -4 %
Professional Learning 75,955 77,296 -2 % -4 %
Total Revenue, net 174,115 $ 178,278 -2 % -4 %
Contribution to Profit 32,606 $ 28,793 13 % 11 %
Adjustments:
Restructuring charges 328 1,541
Non-GAAP Adjusted Contribution to Profit 32,934 $ 30,334 9 % 6 %
Depreciation and amortization 17,233 17,806
Non-GAAP Adjusted EBITDA 50,167 $ 48,140 4 % 2 %
Adjusted EBITDA margin 28.8 % 27.0 %
Education Services:
Revenue, net
Education Services OPM (2) 56,725 $ 50,263 13 % 13 %
mthree (2) 12,222 5,034 # #
Total Revenue, net 68,947 $ 55,297 25 % 24 %
Contribution to Profit 5,427 $ (5,166 ) # #
Adjustments:
Restructuring charges 71 4
Non-GAAP Adjusted Contribution to Profit 5,498 $ (5,162 ) # #
Depreciation and amortization 7,493 5,987
Non-GAAP Adjusted EBITDA 12,991 $ 825 # #
Adjusted EBITDA margin 18.8 % 1.5 %
Corporate Expenses: (64,488 ) $ (38,994 ) -65 % -65 %
Adjustments:
Restructuring charges 20,193 1,713
Non-GAAP Adjusted Corporate Expenses (44,295 ) $ (37,281 ) -19 % -19 %
Depreciation and amortization 3,593 2,832
Non-GAAP Adjusted EBITDA (40,702 ) $ (34,449 ) -18 % -18 %
Consolidated Results:
Revenue, net 482,912 $ 467,131 3 % 2 %
Operating Income 34,327 $ 48,494 -29 % -32 %
Adjustments:
Restructuring charges 20,675 3,298
Non-GAAP Adjusted Operating Income 55,002 $ 51,792 6 % 3 %
Depreciation and amortization 49,316 43,681
Non-GAAP Adjusted EBITDA 104,318 $ 95,473 9 % 7 %
Adjusted EBITDA margin 21.6 % 20.4 %
(1) The supplementary information included in this press release for the three and nine months ended January 31, 2021 is preliminary and<br> subject to change prior to the filing of our upcoming Quarterly Report on Form 10-Q with the Securities and Exchange Commission.
(2) In May 2020, we moved the IT bootcamp business acquired as part of The Learning House acquisition from Education Services OPM to mthree. As<br> a result, the prior period revenue related to the IT bootcamp business has been included in mthree. There were no changes to our total Education Services or our consolidated financial results. The inorganic revenue from mthree in the<br> three and nine months ended January 31, 2021 was 7.7 million and 32.6 million, respectively.
# Variance greater than 100%

All values are in US Dollars.


JOHN WILEY & SONS, INC.
SUPPLEMENTARY INFORMATION ^(1)^
SEGMENT RESULTS
(in thousands)
(unaudited)
% Change
Nine Months Ended January 31, Favorable (Unfavorable)
2021 2020 Reported Constant Currency
Research Publishing & Platforms:
Revenue, net
Research Publishing $ 700,482 $ 668,405 5 % 4 %
Research Platforms 31,512 29,235 8 % 8 %
Total Revenue, net $ 731,994 $ 697,640 5 % 4 %
Contribution to Profit $ 204,688 $ 182,798 12 % 11 %
Adjustments:
Restructuring (credits) charges (352 ) 3,386
Non-GAAP Adjusted Contribution to Profit $ 204,336 $ 186,184 10 % 9 %
Depreciation and amortization 60,463 51,246
Non-GAAP Adjusted EBITDA $ 264,799 $ 237,430 12 % 11 %
Adjusted EBITDA margin 36.2 % 34.0 %
Academic & Professional Learning:
Revenue, net
Education Publishing $ 265,349 $ 268,246 -1 % -2 %
Professional Learning 206,269 232,615 -11 % -12 %
Total Revenue, net $ 471,618 $ 500,861 -6 % -7 %
Contribution to Profit $ 62,104 $ 68,754 -10 % -12 %
Adjustments:
Restructuring charges 1,902 5,146
Non-GAAP Adjusted Contribution to Profit $ 64,006 $ 73,900 -13 % -15 %
Depreciation and amortization 53,757 51,679
Non-GAAP Adjusted EBITDA $ 117,763 $ 125,579 -6 % -8 %
Adjusted EBITDA margin 25.0 % 25.1 %
Education Services:
Revenue, net
Education Services OPM^(2)^ $ 163,248 $ 151,200 8 % 8 %
mthree ^(2)^ 38,389 7,165 # #
Total Revenue, net $ 201,637 $ 158,365 27 % 27 %
Contribution to Profit $ 13,410 $ (9,782 ) # #
Adjustments:
Restructuring charges 294 1,618
Non-GAAP Adjusted Contribution to Profit $ 13,704 $ (8,164 ) # #
Depreciation and amortization 21,982 17,007
Non-GAAP Adjusted EBITDA $ 35,686 $ 8,843 # #
Adjusted EBITDA margin 17.7 % 5.6 %
Corporate Expenses: $ (145,931 ) $ (125,326 ) -16 % -17 %
Adjustments:
Restructuring charges 22,969 7,884
Non-GAAP Adjusted Corporate Expenses $ (122,962 ) $ (117,442 ) -5 % -5 %
Depreciation and amortization 11,051 8,606
Non-GAAP Adjusted EBITDA $ (111,911 ) $ (108,836 ) -3 % -3 %
Consolidated Results:
Revenue, net $ 1,405,249 $ 1,356,866 4 % 3 %
Operating Income $ 134,271 $ 116,444 15 % 12 %
Adjustments:
Restructuring charges 24,813 18,034
Non-GAAP Adjusted Operating Income $ 159,084 $ 134,478 18 % 16 %
Depreciation and amortization 147,253 128,538
Non-GAAP Adjusted EBITDA $ 306,337 $ 263,016 16 % 15 %
Adjusted EBITDA margin 21.8 % 19.4 %
# Variance greater than 100%

JOHN WILEY & SONS, INC.
SUPPLEMENTARY INFORMATION ^(1)^
CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
(in thousands)
(unaudited)
January 31, April 30,
2021 2020
Assets:
Current Assets
Cash and cash equivalents $ 91,321 $ 202,464
Accounts receivable, net 278,939 309,384
Inventories, net 40,685 43,614
Prepaid expenses and other current assets 84,765 59,465
Total Current Assets 495,710 614,927
Product Development Assets, net 48,528 53,643
Royalty Advances, net 43,755 36,710
Technology, Property and Equipment, net 284,638 298,005
Intangible Assets, net 1,024,887 807,405
Goodwill 1,297,059 1,116,790
Operating Lease Right-of-Use Assets 125,287 142,716
Other Non-Current Assets 106,501 98,598
Total Assets $ 3,426,365 $ 3,168,794
Liabilities and Shareholders' Equity:
Current Liabilities
Accounts payable $ 72,937 $ 93,691
Accrued royalties 143,884 87,408
Short-term portion of long-term debt 12,500 9,375
Contract liabilities 398,477 520,214
Accrued employment costs 103,223 108,448
Accrued income taxes 9,168 13,728
Short-term portion of operating lease liabilities 20,965 21,810
Other accrued liabilities 80,922 72,595
Total Current Liabilities 842,076 927,269
Long-Term Debt 948,241 765,650
Accrued Pension Liability 167,881 187,969
Deferred Income Tax Liabilities 164,583 119,127
Operating Lease Liabilities 153,031 159,782
Other Long-Term Liabilities 86,751 75,373
Total Liabilities 2,362,563 2,235,170
Shareholders' Equity 1,063,802 933,624
Total Liabilities and Shareholders' Equity $ 3,426,365 $ 3,168,794
(1) The supplementary information included in this press release for January 31, 2021 is preliminary and subject to change prior to the<br> filing of our upcoming Quarterly Report on Form 10-Q with the Securities and Exchange Commission.

JOHN WILEY & SONS, INC.
SUPPLEMENTARY INFORMATION^(1)^
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW
(in thousands)
(unaudited)
Nine Months Ended
January 31,
2021 2020
Operating Activities:
Net income $ 106,927 $ 83,757
Amortization of intangibles 53,089 45,722
Amortization of product development assets 25,323 26,653
Depreciation and amortization of technology, property, and equipment 68,841 56,163
Other non-cash charges and credits 83,995 51,436
Net change in operating assets and liabilities (183,349 ) (174,844 )
Net Cash Provided By Operating Activities 154,826 88,887
Investing Activities:
Additions to technology, property, and equipment (58,176 ) (65,924 )
Product development spending (17,103 ) (17,770 )
Businesses acquired in purchase transactions, net of cash acquired (298,590 ) (200,642 )
Acquisitions of publication rights and other (18,524 ) (1,548 )
Net Cash Used in Investing Activities (392,393 ) (285,884 )
Financing Activities:
Net debt borrowings 174,170 319,417
Cash dividends (57,802 ) (57,632 )
Purchase of treasury shares (7,063 ) (35,000 )
Other 6,538 (5,903 )
Net Cash Provided By Financing Activities 115,843 220,882
Effects of Exchange Rate Changes on Cash, Cash Equivalents and Restricted Cash 10,631 530
Change in Cash, Cash Equivalents and Restricted Cash for Period (111,093 ) 24,415
Cash, Cash Equivalents and Restricted Cash - Beginning 203,047 93,548
Cash, Cash Equivalents and Restricted Cash - Ending $ 91,954 $ 117,963
CALCULATION OF NON-GAAP FREE CASH FLOW LESS PRODUCT DEVELOPMENT SPENDING
Nine Months Ended
January 31,
2021 2020
Net Cash Provided By Operating Activities $ 154,826 $ 88,887
Less: Additions to technology, property, and equipment (58,176 ) (65,924 )
Less: Product development spending (17,103 ) (17,770 )
Free Cash Flow less Product Development Spending $ 79,547 $ 5,193
See Explanation of Usage of Non-GAAP Measures included in this supplemental information.
(1) The supplementary information included in this press release for the nine months ended January 31, 2021 is preliminary and subject to<br> change prior to the filing of our upcoming Quarterly Report on Form 10-Q with the Securities and Exchange Commission.

JOHN WILEY & SONS, INC.
Explanation of Usage of NON-GAAP Performance Measures
In this earnings release and supplemental information, management may present the following non-GAAP performance measures:
●        Adjusted Earnings Per Share ("Adjusted EPS");
●        Free Cash Flow less Product Development Spending;
●        Adjusted Revenue;
●        Adjusted Operating Income and margin;
●        Adjusted Contribution to Profit and margin;
●        EBITDA, Adjusted EBITDA and margin;
●        Organic revenue; and
●        Results on a constant currency basis.
Management uses these non-GAAP performance measures as supplemental indicators of our operating performance and financial position as<br> well for internal reporting and forecasting purposes, when publicly providing its outlook, to evaluate the Company's performance and calculate incentive compensation. Non-GAAP performance measures do not have standardized<br> meanings prescribed by U.S. GAAP and therefore may not be comparable to the calculation of similar measures used by other companies and should not be viewed as alternatives to measures of financial results under U.S. GAAP.
The Company presents these non-GAAP performance measures in addition to U.S. GAAP financial results because it believes that these<br> non-GAAP performance measures provide useful information to investors and financial analysts for operational trends and comparisons over time. The use of these non-GAAP performance measures may also provide a consistent basis to<br> evaluate operating profitability and performance trends by excluding items that we do not consider to be controllable activities for this purpose. For example:
●        Adjusted<br><br><br> EPS, Adjusted Revenue, Adjusted Operating Income, Adjusted Contribution to Profit, Adjusted EBITDA and organic revenue provide a more comparable basis to analyze operating results and earnings and are measures commonly used by<br> shareholders to measure our performance.
●        Free<br><br><br> 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<br> and acquisitions.
●        Results<br><br><br> 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<br> foreign currency (or at “constant currency”), which means that we apply the same foreign currency exchange rates for the current and equivalent prior period.
In addition, the Company has historically provided these or similar non-GAAP performance measures and understand that some investors and<br> financial analysts find this information helpful in analyzing the Company's operating margins, and net income and comparing the Company's financial performance to that of its peer companies and competitors. Based on interactions<br> with investors, we also believe that the Company's non-GAAP performance measures are regarded as useful to our investors as supplemental to our U.S. GAAP financial results, and that there is no confusion regarding the<br> adjustments or our operating performance to our investors due to the comprehensive nature of our disclosures.


SAFE HARBOR STATEMENTThis presentation contains certain forward-looking statements concerning the Company's operations, performance, and financial condition. Reliance should not be placed on forward-looking statements, as actual results may differ materially from those in any forward-looking statements. Any such forward-looking statements are based upon many assumptions and estimates that are inherently subject to uncertainties and contingencies, many of which are beyond the control of the Company and are subject to change based on many important factors. Such factors include, but are not limited to: (i) the level of investment in new technologies and products; (ii) subscriber renewal rates for the Company's journals; (iii) the financial stability and liquidity of journal subscription agents; (iv) the consolidation of book wholesalers and retail accounts; (v) the market position and financial stability of key retailers; (vi) the seasonal nature of the Company's educational business and the impact of the used book market; (vii) worldwide economic and political conditions; (viii) the Company's ability to protect its copyrights and other intellectual property worldwide (ix) the ability of the Company to successfully integrate acquired operations and realize expected opportunities; (x) the Company’s ability to realize operating savings over time and in fiscal year 2021 in connection with our multi-year Business Optimization Program; (xi) the impact of COVID-19 on our operations, performance, and financial condition; and (xii) other factors detailed from time to time in the Company's filings with the Securities and Exchange Commission. The Company undertakes no obligation to update or revise any such forward-looking statements to reflect subsequent events or circumstances.  NON-GAAP MEASURESIn this presentation, management provides the following non-GAAP performance measures:Adjusted Earnings Per Share (“Adjusted EPS”);Free Cash Flow less Product Development Spending;Adjusted Revenue;Adjusted Operating Income and margin;Adjusted Contribution to Profit (“Adjusted CTP”) and margin;Adjusted EBITDA;Organic revenue; andResults on a constant currency (“CC”) basis.Management believes non-GAAP financial measures, which exclude the impact of restructuring charges and credits and other items, provide supplementary information to support analyzing operating results and earnings and are 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. 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 before the impact of foreign currency (or at “constant currency” “CC”), which means that we apply the same foreign currency exchange rates for the current and equivalent prior period.


Wiley is increasing the speed, volume, and impact of research and education   Business Review      Wiley is increasing the speed, accessibility, and impact of research and education


Digital and tech-enabled services growing 7% TTMShare of revenue from digital: Research – 95%Education Services – 100%Academic & Professional – 56% and acceleratingRecurring revenue – 55% Print declining as share of portfolio but still profitableDigital enables lower cost, increased volume and attractive profitability  83%Digital Products & Services  17%Print  TTM  Wiley is a digital companyStrong growth in digital content, platforms, and services


Open Research  Online Education  Digital Curriculum  Article Output +17%OA Revenue +40%Hindawi strengthens OA position and accelerates strategyStrategic read and publish agreements yielding strong momentum  Online Enrollment +13%New Student Starts +19%New university partnerships and programs around the worldGrowing momentum for tech-talent training and placement   Digital Content Revenue +20%Digital Courseware Activations+24%WileyPLUS records 1M activations – a first in a fiscal year periodzyBooks with 325K students at 900 universities and 60%+ revenue growth  Consistent strategies aligned with accelerating growth trends  YTD


Research Publishing & Platforms Revenue and profit as expected, with strong open access growth and impact from acquisitions offsetting COVID-related subscription pressure; Q3 EBITDA margin of 34%Academic & Professional Learning Continued digital growth across the segment; profit improvement from business optimization initiatives and COVID-related savings; Q3 EBITDA margin of 29%Education ServicesStrong organic growth and continued double-digit increases in new student starts and enrollment; Q3 EBITDA margin of 19%  Focused execution driving strong momentum and earnings growth  *At constant currency **Decline driven by restructuring charges totaling $0.28/share (mostly real estate)Revenue -1% excluding impact of acquisitions and foreign exchange  Revenue+2%*$483M  GAAP EPS-$0.24**$0.39  Adj. EPS+6%*$0.68  Adj. EBITDA+7%* $104M  Third Quarter Performance


Publishing revenue +1% as expected Open access growth offsetting modest pricing pressure in subscriptionsStrong momentum in corporate solutions (career centers)Platforms’ revenue +4% reflecting new client launches and 99% retentionEBITDA performance muted by planned investment in process optimization and automation; Adjusted EBITDA margin at 34% for quarter  Research Publishing & Platforms Growth in Open Access (OA) and Platforms offsetting modest COVID-related subscription pricing pressure  Change at constant currency Revenue -2% excluding acquisitions and impact of FX  Revenue+1%$240M  Adj. EBITDAEven$82M  Article Output+17%YTD  Content Usage+20%YoY


Research – Spotlight on HindawiAcquisition of rapidly growing OA publisher brings substantial revenue synergy and operational efficiencies  Highly complementary with over 200 high-quality OA journalsAccelerates article cascade strategy with expanded portfolio optionsAdds highly-effective, low-cost infrastructure for increased publishing speed and capacity and author-friendly workflowsOA publishing services complement Wiley’s Research Platforms business and society partnerships  FY20 Revenue$38M  FY20 Rev Growth+50%  FY20 EBITDA%45%  “We assign this move a positive rating because Wiley’s expectations of synergistic revenue opportunities across a larger pool of diversified customers are realistic…Open access favors publishers with extensive, diverse portfolios of OA articles, proven thought leadership, and an appetite for innovation.”   Hindawi’s fiscal year ending December 31, 2020.  EBITDA excludes acquisition costs.      -Research Industry Analyst


Academic & Professional LearningContinued momentum in digital courseware and further recovery in Professional Learning   Education Publishing -4% with continued digital growth offset by declines in printed course material and COVID-related declines in test prepProfessional Learning -4% with signs of recovery in corporate e-learning and training and in trade publishingEBITDA growth mainly from business optimization initiatives and COVID-related savings;  Adjusted EBITDA margin at 29% for quarter  Change at constant currency  Revenue-4%$174M  Adj. EBITDA+2%$50M  Digital Content Revenue+10%YoY  Courseware Activations+20%YoY


Education Services organic revenue growth of 13% from strong enrollment and program launchesFour full-service partners added – Tel Aviv (Israel), Lebanese American (Lebanon), New Mexico Highlands (US) and Spring Hill (US); New York University (US) added as unbundled services partnermthree momentum increasing – new Fortune 500 corporate clients, solid pipeline and 10%+ placement growth over prior quarterAdjusted EBITDA margin at 19% for quarter  Change at constant currencyRevenue at constant currency up 13% excluding mthree acquisition (+$7M)  Education ServicesProfitable growth strategy yielding strong results; online university program demand accelerating  Revenue+24%$69M  Adj. EBITDA+$12M$13M  Enrollment+15%YoY  New Student Starts+29%YoY


Financial ReviewJohn KritzmacherEVP & CFO


Cash Flow, Balance Sheet, and Returns to Shareholders  Free Cash Flow: $80M (vs. $5M in prior year period) due to improved earnings, working capital timing and lower capexCapex: $75M YTD (vs. $84M in prior year period) focused on tech-enabled products and services, as well as process optimization and automationModest Leverage: Net Debt/EBITDA 2.2 TTM inclusive of $298M Hindawi acquisitionAmple Liquidity: $620M including $91M cash on hand and $529M of undrawn credit capacityShare Repurchases: resumed in early January; acquired 147K shares at average cost of $48.09/ share  Capital Allocation


Business Optimization and Cost Measures  Research: end-to-end publishing process optimization, including automating cascade, accelerating time-to-publish, increasing scale efficiencies and reducing overall cost per article; Hindawi acquisition a catalyst for further gainsAcademic & Professional Learning: build out of ecommerce capabilities to leverage accelerated shift to direct-to-consumerEducation Services: optimization of student journey, from inquiry to enrollment  Virtual work environment made permanent for small office locations; hybrid model planned for larger facilitiesGlobal footprint reduced by 12%$21M restructuring charge to yield ~$8M in annualized savings   Continued savings in travel and marketing eventsAnticipate much-reduced steady state travel and event spending post-pandemic  Business Optimization  Facilities  COVID-Related Savings


Fiscal 2020Actual  Fiscal 2021 Previous Outlook  Fiscal 2021 Current Outlook  Revenue  $1,831M  $1,865-$1,885M  Raised, $1,900-$1,920M  Adjusted EBITDA  $356M  $380-$395M  Raised, $395-$410M  Adjusted EPS  $2.40  $2.50-$2.70  Raised, $2.60-$2.75  Free Cash Flow  $173M  $175-$200M  Raised, $200-$225M  Full Year Outlook Raised   Current outlook reflects actual currency impact to date, current exchange rates sustained through Q4 (Euro at $1.18 and Pound Sterling at $1.32), and the approximate four-month impact of the Hindawi acquisition (Revenue +$10M, Adjusted EBITDA neutral, and Adjusted EPS -$0.15).


Key Takeaways  Continued strong momentum in Research publishing output and digital platforms  Increasing adoption of digital content and courseware across Academic & Professional  Strong growth in online enrollment and career-focused degree programs in Education Services  Expanding network of universities, societies and corporate partners  Advancing core growth strategies through targeted M&A  Raised full year outlook for revenue, earnings, and cash flow


Thanks for joining us  Earnings material and events calendar at https://www.wiley.com/en-us/investorsQ4 2021 Earnings Call – JuneContact us for follow-up at brian.campbell@wiley.com | +1(201) 748-6874


Appendix – Reconciliation of Adjusted EPS


Appendix – Reconciliation of Adjusted EBITDA