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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
December 6, 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)
001-1150713-5593032
(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 classTrading Symbol(s)Name of each exchange on which registered
Class A Common Stock, par value $1.00 per shareWLYNew York Stock Exchange
Class B Common Stock, par value $1.00 per shareWLYBNew 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 2.02 Results of Operations and Financial Condition.
On December 6, 2023, John Wiley & Sons Inc., a New York corporation (the “Company”), issued a press release announcing the Company’s financial results for the second quarter of fiscal year 2024. 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 December 6, 2023, the Company held its second quarter of fiscal year 2024 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 included in Items 2.02 and 7.01, including the exhibits hereto, is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is not otherwise subject to liabilities under that section, and will not be deemed to be incorporated by reference in any filings of the Company under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, except as otherwise expressly stated in such filing.
Item 9.01 Financial Statements and Exhibits.
Exhibit No. Description
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/ Christina Van Tassell
Christina Van Tassell
Executive Vice President and
Chief Financial Officer
Dated: December 6, 2023


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Wiley Reports Second Quarter 2024 Results

December 6, 2023 - Hoboken, NJ – Wiley (NYSE: WLY and WLYB), one of the world’s largest publishers and a global leader in research and learning, today reported results for the second quarter ended October 31, 2023.

•GAAP Results: Revenue of $493 million (-4%), Operating income of $46 million (-19%), and EPS loss of -$0.35 (-$1.03). GAAP earnings impacted by impairment charges of $52 million related to our held for sale or sold assets and restructuring charges totalling $25 million related to our value creation plan.
•Adjusted Results at Constant Currency (excluding Held for Sale or Sold segment results): Adjusted Revenue of $407 million (-2%), Adjusted EBITDA of $92 million (-13%), and Adjusted EPS of $0.73 (-25%).

VALUE CREATION PLAN PROGRESS
•Intensify focus on core of Research & Learning: Reorganized from three business units to one market-facing Research & Learning team under one leader to drive scale, synergies, and capital efficiency; consolidated global operations under one leader to improve operating efficiency.
•Divest non-core assets: Recently announced sale of University Services business for total consideration of up to $150 million and a 10% share in acquiring company.
•Right size and optimize: Recently executed on restructuring actions that will yield $65 million of run rate savings, with approximately $30 million of that to be realized this fiscal year and already reflected in the Company’s current guidance.

MANAGEMENT COMMENTARY
“Our second quarter and year-to-date overall performance was in line with our expectations as we execute on our value creation plan to make Wiley a stronger, leaner, and more profitable company focused on driving consistent growth in our core,” said Matthew Kissner, Interim President and CEO. “We expect year-over-year revenue improvement in the second half and expect to exit the year with a stronger margin profile. Fiscal 2025 and 2026 is where we will realize the full benefits of our current actions.”

FINANCIAL PERFORMANCE
See accompanying financial tables for the second quarter and year-to-date 2024. For GAAP purposes, Wiley’s reporting structure consists of three segments: (1) Research, (2) Learning, and (3) Held for Sale or Sold.

Research
•Revenue of $258 million was down 5%, or 7% at constant currency, mainly due to the Hindawi publishing pause (-$18 million) and a soft market for recruiting. This offset continued growth in our core open access publishing program. Excluding Hindawi, revenue was flat.
•Adjusted EBITDA of $82 million was down 17% at constant currency due to revenue performance, namely Hindawi. Adjusted EBITDA margin for the quarter was 31.6%. Excluding Hindawi, Adjusted EBITDA was down 4% primarily due to higher employee costs.

Learning
•Revenue of $149 million was up 7% as reported or 6% at constant currency due to growth in both Academic (driven by zyBooks digital courseware and inclusive access) and Professional (driven by improved channel environment and fewer returns).
•Adjusted EBITDA of $54 million was up 14% as reported or 13% at constant currency mainly due to revenue growth and restructuring savings. Adjusted EBITDA margin for the quarter was 36.2%.




Businesses Held for Sale or Sold (HFS)
•Revenue of $86 million was down 17% on a reported basis or 18% at constant currency mainly due to declines in Wiley Edge. Adjusted EBITDA of $19 million was up from $18 million in the prior year with restructuring savings offsetting revenue performance.
•Wiley announced the sale of University Services during the quarter with an anticipated close in early calendar 2024. For details on the transaction, please see Wiley's 8K filing.

Corporate Expenses (Adjusted EBITDA)
•Adjusted Corporate Expenses (Adjusted EBITDA) of $43 million was up 8% over prior year on a constant currency basis, driven by a lower incentive compensation accrual in the prior year and higher executive severance costs.

EPS
•GAAP EPS loss of $0.35 compared to +$0.68 in the prior year period due to impairment of held-for-sale assets totalling $52 million and restructuring charges totalling $25 million.
•Adjusted EPS excluding businesses held for sale or sold of $0.73 was down 25% primarily due to lower Adjusted Operating Income from lower revenue, and higher interest expense.

Balance Sheet, Cash Flow, and Capital Allocation
•Net Debt-to-EBITDA Ratio (Trailing Twelve Months) at quarter end was 2.0x compared to 2.1x at prior year end.
•Net Cash Used in Operating Activities (Year-to-Date) was a use of $83 million compared to a use of $76 million in the prior year period due to lower cash earnings and higher restructuring payments partially offset by reduced incentive compensation. Note, Wiley’s regular use of cash in the first half of the fiscal year is driven by the timing of cash collections for annual journal subscriptions, which are concentrated in Q3 and Q4.
•Free Cash Flow less Product Development Spending (Year-to-Date) was a use of $132 million compared to a use of $126 million due to lower cash earnings and higher restructuring payments. Capex of $48 million was moderately below prior year. Note, Wiley does not provide an adjusted free cash flow metric; results include held for sale or sold businesses.
•Returns to Shareholders (Year-to-Date): In June, the Company raised its annual dividend for the 30th consecutive year. Year-to-date, Wiley allocated $39 million toward dividends in line with prior year, and $23 million toward repurchasing 669,000 shares at an average cost per share of $33.64. This compares to 382,000 shares repurchased ($18 million) in the prior year period. The Company has $140 million remaining in its current share repurchase authorization program. There were no acquisitions of note in the quarter.

FISCAL YEAR YEAR 2024 TRANSITION YEAR OUTLOOK
Fiscal Year 2024 is a transition year for Wiley as it divests non-core assets and streamlines the organization. The Company is reaffirming its overall Fiscal 2024 outlook for Adjusted Revenue, Adjusted EBITDA, and Adjusted EPS.

Metric ($millions, except EPS)
Fiscal 2023
All Company
Fiscal 2023
Ex-Divestitures
Fiscal 2024 Outlook
Ex-Divestitures
Adjusted Revenue*$2,020$1,627$1,580 to $1,630
Research$1,080Flat to low-single digit decline
(+2% excluding Hindawi)
Learning$547Flat to low-single digit increase
Adjusted EBITDA*$422$379$305 to $330
Adjusted EPS*$3.84$3.48$2.05 to $2.40

*“Adjusted Revenue,” “Adjusted EBITDA,” and “Adjusted EPS” exclude businesses held for sale, including University Services, Wiley Edge (formerly Talent Development), and CrossKnowledge, as well as those sold in Fiscal 2023: Test Prep and Advancement Courses.




Fiscal Year 2024 Transition Year Outlook
•Adjusted Revenue – reaffirming overall with Research moderately below expectations and Learning ahead of expectations. The Company now expects Research growth excluding Hindawi of 2%, down from 3% originally. Note, Adjusted Revenue excludes businesses held for sale or sold.
•Adjusted EBITDA – reaffirming due to projected revenue performance, incentive compensation resetting, and wage inflation offsetting expected restructuring savings.
•Adjusted EPS – reaffirming due to lower adjusted operating income and higher interest expense.

The Company is not providing a Free Cash Flow outlook due to the uncertainty around the timing of divestitures and the size and scope of restructuring payments.

EARNINGS CONFERENCE CALL
Scheduled for today, December 6 at 10:00 am (ET). Access webcast at Investor Relations at investors.wiley.com, or directly at https://events.q4inc.com/attendee/108195967 U.S. callers, please dial (888) 210-3346 and enter the participant code 2521217#. International callers, please dial (646) 960-0253 and enter the participant code 2521217#.

ABOUT WILEY
Wiley is one of the world’s largest publishers and a global leader in research and learning.
Dedicated to the creation and application of knowledge, Wiley serves the world’s researchers, learners, innovators, and leaders, helping them achieve their goals and solve the world's most important challenges. For more than two centuries, Wiley has been delivering on its timeless mission to unlock human potential. Visit us at Wiley.com. Follow us on Facebook, Twitter, LinkedIn and Instagram.

NON-GAAP FINANCIAL MEASURES
Wiley provides non-GAAP financial measures and performance results such as “Adjusted EPS,” “Adjusted Operating Income,” “Adjusted EBITDA,” “Adjusted CTP,” “Adjusted Income before Taxes,” “Adjusted Income Tax Provision,” “Adjusted Effective Income Tax Rate,” “Free Cash Flow less Product Development Spending,” “organic revenue,” “Adjusted 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. We have not provided our 2024 outlook for the most directly comparable U.S. GAAP financial measures, as they are not available without unreasonable effort due to the high variability, complexity, and low visibility with respect to certain items, including restructuring charges and credits, gains and losses on foreign currency, and other gains and losses. These items are uncertain, depend on various factors, and could be material to our consolidated results computed in accordance with U.S. GAAP.




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 ability to realize operating savings over time and in fiscal year 2024 in connection with our multiyear Global Restructuring Program and planned dispositions; (xi) the possibility that the divestitures will not be pursued, failure to obtain necessary regulatory approvals or required financing or to satisfy any of the other conditions to planned dispositions; 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.

CATEGORY: EARNINGS RELEASES



JOHN WILEY & SONS, INC.
SUPPLEMENTARY INFORMATION (1) (2)
CONDENSED CONSOLIDATED STATEMENTS OF NET (LOSS) INCOME
(Dollars in thousands, except per share information)
(unaudited)
Three Months Ended
October 31, 		Six Months Ended
October 31,
2023202220232022
Revenue, net$492,808 $514,836 $943,821 $1,002,405 
Costs and expenses:
  Cost of sales155,614 170,302 312,715 344,333 
  Operating and administrative expenses252,282 253,029 508,083 535,780 
  Impairment of goodwill (3)
— — 26,695 — 
  Restructuring and related charges25,102 13,956 37,225 36,397 
  Amortization of intangible assets13,565 20,110 29,213 45,421 
Total costs and expenses446,563 457,397 913,931 961,931 
Operating income46,245 57,439 29,890 40,474 
As a % of revenue9.4 %11.2 %3.2 %4.0 %
Interest expense(12,937)(9,332)(24,271)(15,664)
Foreign exchange transaction (losses) gains(2,357)478 (3,977)(138)
Impairment charge related to assets held-for-sale and loss on sale of a business (3)
(51,414)— (127,343)— 
Other (expense) income, net(1,567)(255)(3,052)271 
(Loss) income before taxes(22,030)48,330 (128,753)24,943 
(Benefit) provision for income taxes(2,585)10,137 (17,044)4,585 
Effective tax rate11.7 %21.0 %13.2 %18.4 %
Net (loss) income$(19,445)$38,193 $(111,709)$20,358 
As a % of revenue-3.9 %7.4 %-11.8 %2.0 %
(Loss) earnings per share
Basic$(0.35)$0.69 $(2.02)$0.37 
Diluted (4)
$(0.35)$0.68 $(2.02)$0.36 
Weighted average number of common shares outstanding
Basic55,102 55,622 55,186 55,679 
Diluted (4)
55,102 56,195 55,186 56,326 


Notes:
(1) The supplementary information included in this press release for the three and six months ended October 31, 2023 is preliminary and subject to change prior to the filing of our upcoming Quarterly Report on Form 10-Q with the Securities and Exchange Commission.
(2) All amounts are approximate due to rounding.
(3) As previously announced, we are divesting non-core businesses, including University Services, Wiley Edge, and CrossKnowledge. These dispositions are expected to be completed during fiscal year 2024. As a result, we reorganized our segments in the first quarter of fiscal year 2024, and our new structure consists of three reportable segments which includes Research (no change), Learning, and Held for Sale or Sold, as well as a Corporate expense category (no change). As a result of this realignment, we were required to test goodwill for impairment immediately before and after the realignment. Prior to the realignment, we concluded that the fair value of the University Services reporting unit within the Held for Sale or Sold segment was below its carrying value which resulted in a pretax non-cash goodwill impairment of $11.4 million in the six months ended October 31, 2023. After the realignment, we concluded that the fair value of the CrossKnowledge reporting unit within the Held for Sale or Sold segment was below its carrying value which resulted in a pretax non-cash goodwill impairment of $15.3 million in the six months ended October 31, 2023.

In addition, these three businesses met the held-for-sale criteria. We measured each business at the lower of carrying value or fair value less cost to sell. We recorded a held-for-sale pretax impairment charge of $51.9 million and $125.8 million in the three and six months ended October 31, 2023, respectively, related to University Services and CrossKnowledge. The total impairment charge for University Services in the six months ended October 31, 2023 was $75.4 million, which includes $34.8 million in the three months ended October 31, 2023. The total impairment charge for CrossKnowledge in the six months ended October 31, 2023 was $50.4 million, which includes $17.1 million in the three months ended October 31, 2023.

In the three months ended October 31, 2023, there was a reduction in the pretax loss on the sale of our Tuition Manager business previously in our Held for Sale or Sold segment due to cash received after the closing of approximately $0.5 million, which resulted in a total net pretax loss of $1.5 million (net of tax loss of $1.1 million).
(4) In calculating diluted net loss per common share for the three and six months ended October 31, 2023, our diluted weighted average number of common shares outstanding excludes the effect of unvested restricted stock units and other stock awards as the effect was antidilutive. This occurs when a US GAAP net loss is reported and the effect of using dilutive shares is antidilutive.


JOHN WILEY & SONS, INC.
SUPPLEMENTARY INFORMATION (1) (2)
RECONCILIATION OF US GAAP MEASURES to NON-GAAP MEASURES
(unaudited)
Reconciliation of US GAAP EPS to Non-GAAP Adjusted EPS
 Three Months Ended
October 31, 		Six Months Ended
October 31,
 2023202220232022
US GAAP (Loss) Earnings Per Share - Diluted$(0.35)$0.68 $(2.02)$0.36 
Adjustments:
Impairment of goodwill — — 0.43 — 
Restructuring and related charges0.34 0.19 0.50 0.49 
Foreign exchange losses on intercompany transactions, including the write off of certain cumulative translation adjustments (3)
0.04 0.03 0.04 0.04 
Amortization of acquired intangible assets (4)
0.19 0.30 0.42 0.67 
Impairment charge related to assets held-for-sale and loss on sale of a business (5)
0.77 — 1.94 — 
Held for Sale or Sold segment Adjusted Net Income (5)
(0.27)(0.18)(0.34)(0.08)
EPS impact of using weighted-average dilutive shares for adjusted EPS calculation (6)
0.01 — 0.02 — 
Non-GAAP Adjusted Earnings Per Share - Diluted$0.73 $1.02 $0.99 $1.48 
Reconciliation of US GAAP (Loss) Income Before Taxes to Non-GAAP Adjusted Income Before Taxes
(amounts in thousands)
Three Months Ended
October 31, 		Six Months Ended
October 31,
2023202220232022
US GAAP (Loss) Income Before Taxes$(22,030)$48,330 $(128,753)$24,943 
  Pretax Impact of Adjustments:
Impairment of goodwill — — 26,695 — 
Restructuring and related charges25,102 13,956 37,225 36,397 
Foreign exchange losses on intercompany transactions, including the write off of certain cumulative translation adjustments (3)
3,223 2,654 3,217 3,320 
Amortization of acquired intangible assets (4)
14,303 21,185 30,971 47,570 
Impairment charge related to assets held-for-sale and loss on sale of a business (5)
51,414 — 127,343 — 
Held for Sale or Sold segment Adjusted Income Before Taxes (5)
(19,099)(13,230)(24,133)(5,636)
Non-GAAP Adjusted Income Before Taxes$52,913 $72,895 $72,565 $106,594 
Reconciliation of US GAAP Income Tax (Benefit) Provision to Non-GAAP Adjusted Income Tax Provision, including our US GAAP Effective Tax Rate and our Non-GAAP Adjusted Effective Tax Rate
US GAAP Income Tax (Benefit) Provision$(2,585)$10,137 $(17,044)$4,585 
 Income Tax Impact of Adjustments (7)
Impairment of goodwill — — 2,697 — 
Restructuring and related charges6,315 3,422 9,251 8,939 
Foreign exchange losses on intercompany transactions, including the write off of certain cumulative translation adjustments (3)
888 694 854 869 
Amortization of acquired intangible assets (4)
3,645 4,388 7,517 10,220 
Impairment charge related to assets held-for-sale and loss on sale of a business (5)
8,542 — 19,203 — 
Held for Sale or Sold segment Adjusted Tax Provision (5)
(4,270)(3,015)(5,266)(1,446)
Non-GAAP Adjusted Income Tax Provision $12,535 $15,626 $17,212 $23,167 
US GAAP Effective Tax Rate11.7 %21.0 %13.2 %18.4 %
Non-GAAP Adjusted Effective Tax Rate23.7 %21.4 %23.7 %21.7 %
Notes:
(1) See Explanation of Usage of Non-GAAP Performance Measures included in this supplementary information for additional details on the reasons 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 six months ended October 31, 2023 is preliminary and subject to change prior to the filing of our upcoming Quarterly Report on Form 10-Q with the Securities and Exchange Commission.
(2) All amounts are approximate due to rounding.
(3) In fiscal year 2023 due to the closure of our operations in Russia, the Russia entity was deemed substantially liquidated. In the three and six months ended October 31, 2023, we wrote off an additional $0.1 million and $1.0 million, respectively, of cumulative translation adjustments in earnings. This amount is reflected in Foreign exchange transaction (losses) gains on our Condensed Consolidated Statements of Net (Loss) Income.
(4) Reflects the amortization of intangible assets established on the opening balance sheet for an acquired business. This includes the amortization of intangible assets such as developed technology, customer relationships, tradenames, etc., which is reflected in the "Amortization of intangible assets" line in the Condensed Consolidated Statements of Net (Loss) Income. It also includes the amortization of acquired product development assets, which is reflected in Cost of sales in the Condensed Consolidated Statements of Net (Loss) Income.
(5) We are divesting non-core businesses, including University Services, Wiley Edge, and CrossKnowledge. These three businesses met the held-for-sale criteria and we measured each business at the lower of carrying value or fair value less cost to sell. We recorded a held-for-sale pretax impairment charge of $34.8 million and $75.4 million, in the three and six months ended October 31, 2023, respectively, related to University Services. We recorded a held-for-sale pretax impairment charge of $17.1 million and $50.4 million, in the three and six months ended October 31, 2023, respectively, related to CrossKnowledge.

In the three months ended October 31, 2023, there was a reduction in the pretax loss on the sale of our Tuition Manager business previously in our Held for Sale or Sold segment due to cash received after the closing of approximately $0.5 million, which resulted in a total net pretax loss of $1.5 million (net of tax loss of $1.1 million).

In addition, our Adjusted EPS excludes the Adjusted Net Income of our Held for Sale or Sold segment.
(6) Represents the impact of using diluted weighted-average number of common shares outstanding (55.6 million and 55.7 million shares for the three and six months ended October 31, 2023, respectively) included in the Non-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.
(7) For the three and six months ended October 31, 2023 and 2022, substantially all of the tax impact was from deferred taxes.


JOHN WILEY & SONS, INC.
SUPPLEMENTARY INFORMATION (1)
RECONCILIATION OF US GAAP NET (LOSS) INCOME TO NON-GAAP EBITDA AND ADJUSTED EBITDA
(unaudited)
Three Months Ended
October 31, 		Six Months Ended
October 31,
2023202220232022
Net (Loss) Income$(19,445)$38,193 $(111,709)$20,358 
Interest expense12,937 9,332 24,271 15,664 
(Benefit) provision for income taxes(2,585)10,137 (17,044)4,585 
Depreciation and amortization40,174 52,421 83,902 110,700 
Non-GAAP EBITDA31,081 110,083 (20,580)151,307 
Impairment of goodwill— — 26,695 — 
Restructuring and related charges25,102 13,956 37,225 36,397 
Foreign exchange losses (gains), including the write off of certain cumulative translation adjustments 2,357 (478)3,977 138 
Impairment charge related to assets held-for-sale and loss on sale of a business 51,414 — 127,343 — 
Other expense (income), net1,567 255 3,052 (271)
Held for Sale or Sold segment Adjusted EBITDA (2)
(19,100)(18,089)(25,621)(15,654)
Non-GAAP Adjusted EBITDA$92,421 $105,727 $152,091 $171,917 
Adjusted EBITDA Margin22.7 %25.7 %19.7 %21.3 %
Notes:
(1) See Explanation of Usage of Non-GAAP Performance Measures included in this supplementary information for additional details on the reasons 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 six months ended October 31, 2023 is preliminary and subject to change prior to the filing of our upcoming Quarterly Report on Form 10-Q with the Securities and Exchange Commission.
(2) Our Non-GAAP Adjusted EBITDA excludes the Held for Sale or Sold segment Non-GAAP Adjusted EBITDA.


JOHN WILEY & SONS, INC.
SUPPLEMENTARY INFORMATION (1) (2) (3)
SEGMENT RESULTS
(in thousands)
(unaudited)
% Change
Three Months Ended
October 31, 		Favorable (Unfavorable)
2023
2022 (3)
Reported Constant
Currency
Research:  
Revenue, net  
Research Publishing$219,743 $232,641 -6 %-7 %
Research Solutions37,927 38,718 -2 %-3 %
Total Revenue, net$257,670 $271,359 -5 %-7 %
Contribution to Profit$54,101 $73,279 -26 %-26 %
Adjustments:
Restructuring charges4,755 1,179 ##
Non-GAAP Adjusted Contribution to Profit $58,856 $74,458 -21 %-21 %
Depreciation and amortization22,668 23,384 3 %4 %
Non-GAAP Adjusted EBITDA$81,524 $97,842 -17 %-17 %
Adjusted EBITDA margin31.6 %36.1 % 
    
Learning:    
Revenue, net    
Academic $89,125 $82,256 8 %8 %
Professional59,815 57,393 4 %3 %
Total Revenue, net$148,940 $139,649 7 %6 %
Contribution to Profit $34,053 $29,912 14 %14 %
Adjustments:
Restructuring charges5,859 3,664 -60 %-60 %
Non-GAAP Adjusted Contribution to Profit$39,912 $33,576 19 %19 %
Depreciation and amortization13,974 13,900 -1 %0 %
Non-GAAP Adjusted EBITDA$53,886 $47,476 14 %13 %
Adjusted EBITDA margin36.2 %34.0 % 
    
Held for Sale or Sold:    
Revenue, net$86,198 $103,828 -17 %-18 %
Contribution to Profit$17,078 $6,581 ##
Adjustments:
Restructuring charges2,022 281 ##
Non-GAAP Adjusted Contribution to Profit$19,100 $6,862 ##
Depreciation and amortization— 11,227 ##
Non-GAAP Adjusted EBITDA$19,100 $18,089 6 %4 %
Adjusted EBITDA margin22.2 %17.4 %
Corporate Expenses:$(58,987)$(52,333)-13 %-12 %
Adjustments:
Restructuring charges12,466 8,832 -41 %-41 %
Non-GAAP Adjusted Contribution to Profit$(46,521)$(43,501)-7 %-6 %
Depreciation and amortization3,532 3,910 10 %10 %
Non-GAAP Adjusted EBITDA$(42,989)$(39,591)-9 %-8 %
Consolidated Results:    
Revenue, net$492,808 $514,836 -4 %-6 %
Less: Held for Sale or Sold Segment (5)
(86,198)(103,828)-17 %-18 %
Adjusted Revenue, net$406,610 $411,008 -1 %-2 %
Operating Income$46,245 $57,439 -19 %-19 %
Adjustments:
Restructuring charges25,102 13,956 -80 %-80 %
Held for Sale or Sold Segment Adjusted Contribution to Profit (5)
(19,100)(6,862)##
Non-GAAP Adjusted Operating Income$52,247 $64,533 -19 %-18 %
Depreciation and amortization40,174 52,421 23 %24 %
Less: Held for Sale or Sold Segment depreciation and amortization (5)
— (11,227)##
Non-GAAP Adjusted EBITDA$92,421 $105,727 -13 %-13 %
Adjusted EBITDA margin22.7 %25.7 % 

Notes:
(1) The supplementary information included in this press release for the three and six months ended October 31, 2023 is preliminary and subject to change prior to the filing of our upcoming Quarterly Report on Form 10-Q with the Securities and Exchange Commission.
(2) All amounts are approximate due to rounding.
(3) As previously announced, in the three months ended July 31, 2023 we changed our reportable segments. Our new segment reporting structure consists of three reportable segments which includes Research (no change), Learning, and Held for Sale or Sold, as well as a Corporate expense category (no change). Prior period segment results have been revised to the new segment presentation. There were no changes to our consolidated financial results.
(4) 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 Held for Sale or Sold 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.
(5) Our Adjusted Revenue, Adjusted Operating Income and Adjusted EBITDA excludes the impact of our Held for Sale or Sold segment Revenue, Adjusted Operating Income or Loss and Adjusted EBITDA results.
# Variance greater than 100%

% Change
Six Months Ended
October 31, 		Favorable (Unfavorable)
2023
2022 (3)
Reported Constant
Currency
Research:  
Revenue, net  
Research Publishing$442,743 $472,164 -6 %-7 %
Research Solutions72,731 74,108 -2 %-3 %
Total Revenue, net$515,474 $546,272 -6 %-7 %
Contribution to Profit$105,681 $142,302 -26 %-26 %
Adjustments:
Restructuring charges6,702 1,260 ##
Non-GAAP Adjusted Contribution to Profit $112,383 $143,562 -22 %-22 %
Depreciation and amortization45,880 47,185 3 %4 %
Non-GAAP Adjusted EBITDA$158,263 $190,747 -17 %-18 %
Adjusted EBITDA margin30.7 %34.9 % 
    
Learning:    
Revenue, net    
Academic $137,417 $141,004 -3 %-3 %
Professional120,843 118,292 2 %2 %
Total Revenue, net$258,260 $259,296 0 %-1 %
Contribution to Profit$41,461 $30,522 36 %36 %
Adjustments:
Restructuring charges6,077 6,795 11 %11 %
Non-GAAP Adjusted Contribution to Profit$47,538 $37,317 27 %28 %
Depreciation and amortization27,526 27,955 2 %2 %
Non-GAAP Adjusted EBITDA$75,064 $65,272 15 %15 %
Adjusted EBITDA margin29.1 %25.2 % 
    
Held for Sale or Sold:    
Revenue, net$170,087 $196,837 -14 %-15 %
Contribution to Profit$(9,156)$(15,613)41 %39 %
Adjustments:
Restructuring charges4,645 3,773 -23 %-23 %
Impairment of goodwill26,695 — ##
Accelerated amortization of an intangible asset (4)
— 4,594 ##
Non-GAAP Adjusted Contribution to Profit$22,184 $(7,246)##
Depreciation and amortization3,437 22,900 85 %85 %
Non-GAAP Adjusted EBITDA$25,621 $15,654 64 %62 %
Adjusted EBITDA margin15.1 %8.0 %
Corporate Expenses:$(108,096)$(116,737)7 %8 %
Adjustments:
Restructuring charges19,801 24,569 19 %19 %
Non-GAAP Adjusted Contribution to Profit$(88,295)$(92,168)4 %5 %
Depreciation and amortization7,059 8,066 12 %13 %
Non-GAAP Adjusted EBITDA$(81,236)$(84,102)3 %4 %
Consolidated Results:    
Revenue, net$943,821 $1,002,405 -6 %-7 %
Less: Held for Sale or Sold (5)
(170,087)(196,837)14 %15 %
Adjusted Revenue, net$773,734 $805,568 -4 %-5 %
Operating Income$29,890 $40,474 -26 %-27 %
Adjustments:
Restructuring charges37,225 36,397 -2 %-2 %
Impairment of goodwill26,695 — ##
Accelerated amortization of an intangible asset (4)
— 4,594 ##
Held for Sale or Sold Segment Adjusted Contribution to Profit (5)
(22,184)7,246 ##
Non-GAAP Adjusted Operating Income$71,626 $88,711 -19 %-19 %
Depreciation and amortization83,902 106,106 21 %21 %
Less: Held for Sale or Sold depreciation and amortization (5)
(3,437)(22,900)85 %85 %
Non-GAAP Adjusted EBITDA$152,091 $171,917 -12 %-12 %
Adjusted EBITDA margin19.7 %21.3 % 
# Variance greater than 100%


JOHN WILEY & SONS, INC.
SUPPLEMENTARY INFORMATION (1)
CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
(in thousands)
(unaudited)
October 31,
2023		April 30,
2023
Assets:
Current assets
Cash and cash equivalents$83,218 $106,714 
Accounts receivable, net 147,253 310,121 
Inventories, net30,131 30,733 
Prepaid expenses and other current assets58,583 93,711 
Current assets held-for-sale (2)
106,384 — 
Total current assets425,569 541,279 
Technology, property and equipment, net222,504 247,149 
Intangible assets, net630,562 854,794 
Goodwill1,081,517 1,204,050 
Operating lease right-of-use assets79,009 91,197 
Other non-current assets136,782 170,341 
Non-current assets held-for-sale (2)
203,100 — 
Total assets$2,779,043 $3,108,810 
Liabilities and shareholders' equity:
Current liabilities
Accounts payable$48,512 $84,325 
Accrued royalties105,552 113,423 
Short-term portion of long-term debt5,000 5,000 
Contract liabilities235,839 504,695 
Accrued employment costs82,935 80,458 
Short-term portion of operating lease liabilities17,804 19,673 
Other accrued liabilities72,331 87,979 
Current liabilities held-for-sale (2)
42,277 — 
Total current liabilities610,250 895,553 
Long-term debt937,624 743,292 
Accrued pension liability76,005 86,304 
Deferred income tax liabilities94,278 144,042 
Operating lease liabilities101,816 115,540 
Other long-term liabilities78,169 79,052 
Long-term liabilities held-for-sale (2)
13,625 — 
Total liabilities1,911,767 2,063,783 
Shareholders' equity867,276 1,045,027 
Total liabilities and shareholders' equity$2,779,043 $3,108,810 


Notes:
(1) The supplementary information included in this press release for October 31, 2023 is preliminary and subject to change prior to the filing of our upcoming Quarterly Report on Form 10-Q with the Securities and Exchange Commission.
(2) As previously announced, we are divesting non-core businesses, including University Services, Wiley Edge and CrossKnowledge. These businesses met the held-for-sale criteria and were measured at the lower of carrying value or fair value less cost to sell. We recorded a pretax impairment of $125.8 million in the six months ended October 31, 2023 which is recorded as a contra asset account within Current assets held-for-sale and Non-current assets held-for-sale.


JOHN WILEY & SONS, INC.
SUPPLEMENTARY INFORMATION (1)
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
Six Months Ended
October 31,
20232022
Operating activities:  
Net (loss) income$(111,709)$20,358 
Impairment of goodwill26,695 — 
Impairment charge related to assets held-for-sale and loss on sale of a business127,343 — 
Amortization of intangible assets29,213 45,421 
Amortization of product development assets12,937 16,452 
Depreciation and amortization of technology, property, and equipment41,752 48,827 
Other noncash charges31,699 56,601 
Net change in operating assets and liabilities(241,416)(263,855)
Net cash used in operating activities(83,486)(76,196)
  
Investing activities:  
Additions to technology, property, and equipment (40,321)(38,530)
Product development spending(8,168)(11,445)
Businesses acquired in purchase transactions, net of cash acquired(1,500)(96)
Proceeds related to the sale of a business1,025 40 
Acquisitions of publication rights and other(2,953)1,738 
Net cash used in investing activities(51,917)(48,293)
  
Financing activities:  
Net debt borrowings198,231 228,386 
Cash dividends(38,691)(38,749)
Purchases of treasury shares(22,500)(17,500)
Other(7,338)(20,534)
Net cash provided by financing activities129,702 151,603 
  
Effects of exchange rate changes on cash, cash equivalents and restricted cash(1,943)(8,784)
Change in cash, cash equivalents and restricted cash for period(7,644)18,330 
Cash, cash equivalents and restricted cash - beginning107,262 100,727 
Cash, cash equivalents and restricted cash - ending (2)
$99,618 $119,057 
CALCULATION OF NON-GAAP FREE CASH FLOW LESS PRODUCT DEVELOPMENT SPENDING (3)
Six Months Ended
October 31,
20232022
Net cash used in operating activities$(83,486)$(76,196)
Less: Additions to technology, property, and equipment(40,321)(38,530)
Less: Product development spending(8,168)(11,445)
Free cash flow less product development spending$(131,975)$(126,171)
Notes:
(1) The supplementary information included in this press release for the six months ended October 31, 2023 is preliminary and subject to change prior to the filing of our upcoming Quarterly Report on Form 10-Q with the Securities and Exchange Commission.
(2) Cash, cash equivalents and restricted cash as of October 31, 2023 includes held-for-sale cash, cash equivalents and restricted cash of $16.4 million.
(3) See Explanation of Usage of Non-GAAP Performance Measures included in this supplemental information.


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 Contribution to Profit and margin;
•Adjusted Operating Income 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.
Management uses these non-GAAP performance measures as supplemental indicators of our operating performance and financial position as well as for internal reporting and forecasting purposes, when publicly providing our outlook, to evaluate our performance and calculate incentive compensation.
We present these non-GAAP performance measures in addition to US GAAP financial results because we believe that these non-GAAP performance measures provide useful information to certain 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 evaluate operating profitability and performance trends by excluding items that we do not consider to be controllable activities for this purpose.
The performance metric used by our chief operating decision maker to evaluate performance of our reportable segments is Adjusted Contribution to Profit. We present both Adjusted Contribution to Profit and Adjusted EBITDA for each of our reportable segments as we believe Adjusted EBITDA provides additional useful information to certain investors and financial analysts for operational trends and comparisons over time. It removes the impact of depreciation and amortization expense, as well as presents a consistent basis to evaluate operating profitability and compare our financial performance to that of our peer companies and competitors.
For example:
•Adjusted EPS, Adjusted Revenue, Adjusted Contribution to Profit, Adjusted Operating Income, 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 remove 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.
In addition, we have historically provided these or similar non-GAAP performance measures and understand that some investors and financial analysts find this information helpful in analyzing our operating margins and net income, and in comparing our financial performance to that of our peer companies and competitors. Based on interactions with investors, we also believe that our non-GAAP performance measures are regarded as useful to our investors as supplemental to our US GAAP financial results, and that there is no confusion regarding the adjustments or our operating performance to our investors due to the comprehensive nature of our disclosures.
We have not provided our 2024 outlook for the most directly comparable US GAAP financial measures, as they are not available without unreasonable effort due to the high variability, complexity, and low visibility with respect to certain items, including restructuring charges and credits, gains and losses on foreign currency, and other gains and losses. These items are uncertain, depend on various factors, and could be material to our consolidated results computed in accordance with US GAAP.
Non-GAAP performance measures do not have standardized meanings prescribed by US 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 US GAAP. The adjusted metrics have limitations as analytical tools, and should not be considered in isolation from, or as a substitute for, US GAAP information. It does not purport to represent any similarly titled US GAAP information and is not an indicator of our performance under US GAAP. Non-GAAP financial metrics that we present may not be comparable with similarly titled measures used by others. Investors are cautioned against placing undue reliance on these non-GAAP measures.

Second Quarter Fiscal 2024 Earnings Review December 6, 2023

 
SAFE HARBOR STATEMENT This 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 2024 in connection with our multi-year Global Restructuring Program; (xi) the possibility that the divestitures will not be pursued, failure to obtain necessary regulatory approvals or required financing or to satisfy any of the other conditions to planned dispositions; 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 MEASURES In this presentation, management provides the following non-GAAP performance measures:  Adjusted Revenue  Adjusted Earnings Per Share (“Adjusted EPS”);  Free Cash Flow less Product Development Spending;  Adjusted Contribution to Profit (“Adjusted CTP”) and margin;  Adjusted EBITDA and margin;  Organic revenue; and  Results on a constant currency (“CC”) basis. Management believes non-GAAP financial measures, which exclude our held for sale or sold businesses, impairment charges, and 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 applying the same foreign currency exchange rates for the current and equivalent prior period. We have not provided our 2024 outlook for the most directly comparable U.S. GAAP financial measures, as they are not available without unreasonable effort due to the high variability, complexity, and low visibility with respect to certain items, including restructuring charges and credits, gains and losses on foreign currency, and other gains and losses. These items are uncertain, depend on various factors, and could be material to our consolidated results computed in accordance with U.S. GAAP. 2

 
The Knowledge Company Wiley enables the creation of new knowledge and its application in science, learning, and innovation

 
Q124 Earnings Presentation.pptx 4 Moving decisively on our Fiscal 2024-26 value creation plan to focus on our competitively advantaged core and drive material performance and profit improvement Executed on multiple actions this quarter to right size cost structure, streamline organization, and improve operating efficiency Advanced with divesting non-core assets by announcing agreement to sell University Services business for total consideration of up to $150 million plus 10% equity of acquiring company Met with global colleagues and top shareholders; culture reinvigorated by our renewed focus and improvement initiatives First 60 Days Relentless focus on execution and improvement

 
Q124 Earnings Presentation.pptx 5 Full Year 2023* Research Learning Businesses Publishing and Solutions Publishing and Solutions Reporting Lines Research Publishing and Solutions Academic and Professional Key Verticals Science, Technical, Medical, Scholarly Business, Technology, Science, Engineering Total Adj. Revenue $1,080M $547M % of Wiley Revenue 66% 34% % Digital and Services 95% 55% % Recurring 66% 14% Adj. EBITDA Margin 34.9% 28.9% Becoming a stronger, leaner, and more profitable Wiley *Exclude businesses held for sale or sold, including University Services, Wiley Edge (formerly Talent Development), CrossKnowledge, Test Prep and Advancement Courses. These assets are currently reported as ‘businesses held for sale or sold. These businesses held for sale or sold generated $393 million of revenue (19% of Wiley) and $43 million of Adjusted EBITDA (10% of Wiley) in Fiscal 2023. #Segment Adjusted EBITDA for Fiscal 2023. Wiley total Adjusted EBITDA (excluding businesses held for sale or sold) was $379M, including Held for Sale Adjusted EBITDA (+$43M) and corporate expenses of (-$155M).

 
Q124 Earnings Presentation.pptx 6 Fiscal 2024-26 Value Creation Plan (VCP) Plans Recent Progress Focus on Wiley’s strongest and most profitable businesses — Reorganized from three disparate segments under 3 business heads to one market-facing Research & Learning team under one leader — Consolidated marketing functions to better leverage collective strengths and customer relationships Divest multiple non-core assets — Announced sale of University Services for total consideration of up to $150M and 10% equity stake in acquiring company — Working diligently on remaining divestitures in challenging environment Right-size and optimize — Executed on restructuring actions projected to yield run rate savings of $65M — Reorganized global operations team to drive publishing excellence and greater efficiency Hosting virtual investor update on Thursday, January 25

 
Q124 Earnings Presentation.pptx 7  GAAP Revenue decline due to declines in ‘Held for Sale or Sold’ and Research segments  Adjusted Revenue decline overall as anticipated, weighed down by year-over-year Hindawi impact in Research partially offset by growth in Academic and Professional lines  GAAP earnings mainly impacted by non-cash impairment and restructuring charges  Adjusted EBITDA performance mainly due to Hindawi impact offsetting restructuring savings  Adjusted EPS performance also impacted by higher interest expense Second Quarter Performance GAAP Revenue ▼4% $493M Adj. Revenue* ▼2% $407M GAAP EPS ▼$1.03 ($0.35) Adj. EPS* ▼25% $0.73 Adj. EBITDA* ▼13% $92M *Adjusted Revenue, Adjusted EPS, and Adjusted EBITDA performance excludes businesses held for sale or sold. Collectively, these businesses generated $86 million of revenue and $19 million of Adjusted EBITDA. All variances at constant currency except GAAP Revenue and EPS. Q2 Summary

 
Q124 Earnings Presentation.pptx 8  Demand to publish healthy with core article submissions +9%* and leading indicators of research output strong, such as global R&D funding  Article output* returning to growth as submissions begin to move through peer review and into our journals. 1% growth in article volumes YTD, expected to increase in 2H  Hindawi recovery will take time; Wiley to sunset the Hindawi brand and fully integrate its OA journal portfolio and expertise into the Wiley ecosystem. Year-over-year comparisons become less challenging in 2H  Full year Research revenue outlook expected to fall modestly below expectations (offset by outperformance in Learning)  Mixed-model environment continues (subscriptions, transformational agreements, and open access); Wiley prospers under all these models Research Publishing Update *Excluding Hindawi

 
Segment Performance Cost Savings Financial Position Outlook

 
Q124 Earnings Presentation.pptx 10 Q2 Summary  Research Publishing decline mainly due to the Hindawi publishing disruption (-$18M); Research Solutions decline due to soft market for recruitment  Adjusted EBITDA decline due to Hindawi earnings impact (-$14M) and higher employee costs  Excluding Hindawi, Revenue was flat and Adjusted EBITDA down 4% mainly due to higher employee costs Research (millions) Q2 2024 Change Change CC Research Publishing $220 (6%) (7%) Research Solutions $38 (2%) (3%) Total Revenue $258 (5%) (7%) Adjusted EBITDA $82 (17%) Adjusted EBITDA Margin 31.6%

 
Q124 Earnings Presentation.pptx 11 Learning  Academic growth due to growth in digital content and courseware and institutional models; Fall US undergrad enrollment increased for the first time since the pandemic began  Professional performance driven by improved channel environment and fewer returns  Adjusted EBITDA growth mainly due to revenue growth and restructuring savings (millions) Q2 2024 Change Change CC Academic $89 8% 8% Professional $60 4% 3% Total Revenue $149 7% 6% Adjusted EBITDA $54 13% Adjusted EBITDA Margin 36.2% Q2 Summary

 
Q124 Earnings Presentation.pptx 12 Cost Savings and Optimization Plans Recent Developments Rightsizing cost base - driving toward a leaner and more agile workforce — Q2 restructuring expected to yield $65M of run rate savings, $30M in-year — Approx. 5% of global workforce impacted by restructuring, mainly in corporate and due to business unit reorg — Approx. 20% of Wiley’s global workforce attached to divested businesses Improving operating efficiency — Reorganized into one go-to-market R&L team under one leader — Consolidation of one global operations team under one leader Driving toward a lighter, modern infrastructure — Launched real estate optimization Phase 3 with 4 reductions in existing office footprints, including our Corporate HQs; 3 office closures — Migrated first journal onto our Research end-to-end platform

 
Q124 Earnings Presentation.pptx 13 Financial Position and Capital Allocation Free Cash Flow: Use of $132M vs. $126M in prior year. Variance due to lower cash earnings partially offset by lower incentive compensation payments for prior year underperformance. FCF includes Held for Sale or Sold assets Capex: $48M in 1H ‘24 vs. $50M in prior year period. Capex includes Held for Sale or Sold assets M&A: No material acquisitions in 1H. Wiley focusing on divesting non-core assets Dividends: Yield at 4.5% (as of December 4) Share Repurchases: Acquired 669K shares YTD for $23M at an average cost of $33.64/share (vs. 382K shares repurchased in prior year period) Leverage: Net Debt-to-EBITDA of 2.0x TTM compared to 2.1x prior year Cash Priorities: Wiley focused on balanced approach in this transition period including reducing debt, paying dividend, and repurchasing shares Dividends and Repurchases 1H Allocation $61M $56M 1H23 1H24 Note: Free Cash Flow and Leverage include assets held for sale until divestiture is completed

 
Q124 Earnings Presentation.pptx 14 Metric (Millions, except EPS) Fiscal 2023 ex-divestitures^ Fiscal 2024 Outlook ex-divestitures Total Adjusted Revenue* $1,627 $1,580 to $1,630 Research $1,080 Flat to low-single digit decline +2% ex-Hindawi Learning $547 Flat to low-single digit increase Total Adjusted EBITDA* $379 $305 to $330 Total Adjusted EPS* $3.48 $2.05 to $2.40 *Wiley’s Fiscal 2024 “Adjusted Revenue,” “Adjusted EBITDA,” and “Adjusted EPS” outlook exclude businesses held for sale or sold #Wiley does not provide an Adjusted Free Cash Flow metric and so outlook includes costs associated with Held for Sale assets ^Collectively, divested businesses (businesses held for sale or sold) generated $393 million of revenue, $43 million of Adjusted EBITDA, and $0.36 of Adjusted EPS in Fiscal 2023 Fiscal 2024 Outlook Reaffirmed • Adjusted Revenue – reaffirming overall with Research moderately below expectations and Learning ahead of expectations. The Company now expects Research growth ex-Hindawi of 2%, down from 3% originally. Note, Adjusted Revenue excludes businesses held for sale or sold • Adjusted EBITDA – reaffirming with projected revenue performance, incentive compensation resetting, and wage inflation offsetting expected restructuring savings • Adjusted EPS – reaffirming due to projected adjusted operating income performance and higher interest expense

 
1H performance largely in line with overall expectations; full year guidance reaffirmed overall1 2 3 Fiscal 2024 a transition year with material performance and margin improvement expected in Fiscal Years 2025 and 2026 Executive Summary: On our way to a stronger, more profitable Wiley Relentlessly focused on execution and moving decisively on our value creation plans, operational improvements, reorg, and culture Virtual Investor Update – Thursday January 25

 
Q124 Earnings Presentation.pptx 16 Thank you for joining us Wiley Investor Update – Thursday January 25 IR website at https://investors.wiley.com/ Contact: brian.campbell@wiley.com Direct +1 (201) 748-6874

 
Q124 Earnings Presentation.pptx 17 Appendix – US GAAP to Non-GAAP EPS Reconciliation Reconciliation of US GAAP EPS to Non-GAAP Adjusted EPS 2023 2022 2023 2022 US GAAP (Loss) Earnings Per Share - Diluted (0.35)$ 0.68$ (2.02)$ 0.36$ Adjustments: Impairment of goodwill - - 0.43 - Restructuring and related charges 0.34 0.19 0.50 0.49 Foreign exchange losses on intercompany transactions, including the write off of certain cumulative translation adjustments (3) 0.04 0.03 0.04 0.04 Amortization of acquired intangible assets (4) 0.19 0.30 0.42 0.67 Impairment charge related to assets held-for-sale and loss on sale of a business (5) 0.77 - 1.94 - Held for Sale or Sold segment Adjusted Net Income (5) (0.27) (0.18) (0.34) (0.08) EPS impact of using weighted-average dilutive shares for adjusted EPS calculation (6) 0.01 - 0.02 - Non-GAAP Adjusted Earnings Per Share - Diluted 0.73$ 1.02$ 0.99$ 1.48$ (amounts in thousands) 2023 2022 2023 2022 US GAAP (Loss) Income Before Taxes (22,030)$ 48,330$ (128,753)$ 24,943$ Impairment of goodwill - - 26,695 - Restructuring and related charges 25,102 13,956 37,225 36,397 Foreign exchange losses on intercompany transactions, including the write off of certain cumulative translation adjustments (3) 3,223 2,654 3,217 3,320 Amortization of acquired intangible assets (4) 14,303 21,185 30,971 47,570 Impairment charge related to assets held-for-sale and loss on sale of a business (5) 51,414 - 127,343 - Held for Sale or Sold segment Adjusted Income Before Taxes (5) (19,099) (13,230) (24,133) (5,636) Non-GAAP Adjusted Income Before Taxes 52,913$ 72,895$ 72,565$ 106,594$ US GAAP Income Tax (Benefit) Provision (2,585)$ 10,137$ (17,044)$ 4,585$ Impairment of goodwill - - 2,697 - Restructuring and related charges 6,315 3,422 9,251 8,939 Foreign exchange losses on intercompany transactions, including the write off of certain cumulative translation adjustments (3) 888 694 854 869 Amortization of acquired intangible assets (4) 3,645 4,388 7,517 10,220 Impairment charge related to assets held-for-sale and loss on sale of a business (5) 8,542 - 19,203 - Held for Sale or Sold segment Adjusted Tax Provision (5) (4,270) (3,015) (5,266) (1,446) Non-GAAP Adjusted Income Tax Provision 12,535$ 15,626$ 17,212$ 23,167$ US GAAP Effective Tax Rate 11.7% 21.0% 13.2% 18.4% Non-GAAP Adjusted Effective Tax Rate 23.7% 21.4% 23.7% 21.7% JOHN WILEY & SONS, INC. SUPPLEMENTARY INFORMATION (1) (2) RECONCILIATION OF US GAAP MEASURES to NON-GAAP MEASURES (unaudited) Three Months Ended Six Months Ended October 31, October 31, October 31, October 31, Reconciliation of US GAAP (Loss) Income Before Taxes to Non-GAAP Adjusted Income Before Taxes Three Months Ended Six Months Ended Pretax Impact of Adjustments: Reconciliation of US GAAP Income Tax (Benefit) Provision to Non-GAAP Adjusted Income Tax Provision, including our US GAAP Effective Tax Rate and our Non-GAAP Adjusted Effective Tax Rate Income Tax Impact of Adjustments (7)

 
Q124 Earnings Presentation.pptx 18 Appendix – US GAAP to Non-GAAP EPS Notes (4) Reflects the amortization of intangible assets established on the opening balance sheet for an acquired business. This includes the amortization of intangible assets such as developed technology, customer relationships, tradenames, etc., which is reflected in the "Amortization of intangible assets" line in the Condensed Consolidated Statements of Net (Loss) Income. It also includes the amortization of acquired product development assets, which is reflected in Cost of sales in the Condensed Consolidated Statements of Net (Loss) Income. (5) We are divesting non-core businesses, including University Services, Wiley Edge, and CrossKnowledge. These three businesses met the held-for-sale criteria and we measured each business at the lower of carrying value or fair value less cost to sell. We recorded a held-for-sale pretax impairment charge of $34.8 million and $75.4 million, in the three and six months ended October 31, 2023, respectively, related to University Services. We recorded a held-for-sale pretax impairment charge of $17.1 million and $50.4 million, in the three and six months ended October 31, 2023, respectively, related to CrossKnowledge. In the three months ended October 31, 2023, there was a reduction in the pretax loss on the sale of our Tuition Manager business previously in our Held for Sale or Sold segment due to cash received after the closing of approximately $0.5 million, which resulted in a total net pretax loss of $1.5 million (net of tax loss of $1.1 million). In addition, our Adjusted EPS excludes the Adjusted Net Income of our Held for Sale or Sold segment. (6) Represents the impact of using diluted weighted-average number of common shares outstanding (55.6 million and 55.7 million shares for the three and six months ended October 31, 2023, respectively) included in the Non-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. (7) For the three and six months ended October 31, 2023 and 2022, substantially all of the tax impact was from deferred taxes. (1) See Explanation of Usage of Non-GAAP Performance Measures included in this supplementary information for additional details on the reasons 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 six months ended October 31, 2023 is preliminary and subject to change prior to the filing of our upcoming Quarterly Report on Form 10-Q with the Securities and Exchange Commission. (2) All amounts are approximate due to rounding. (3) In fiscal year 2023 due to the closure of our operations in Russia, the Russia entity was deemed substantially liquidated. In the three and six months ended October 31, 2023, we wrote off an additional $0.1 million and $1.0 million, respectively, of cumulative translation adjustments in earnings. This amount is reflected in Foreign exchange transaction (losses) gains on our Condensed Consolidated Statements of Net (Loss) Income.

 
Q124 Earnings Presentation.pptx 19 Appendix – Net Income to Adjusted EBITDA 2023 2022 2023 2022 Net (Loss) Income (19,445)$ 38,193$ (111,709)$ 20,358$ Interest expense 12,937 9,332 24,271 15,664 (Benefit) provision for income taxes (2,585) 10,137 (17,044) 4,585 Depreciation and amortization 40,174 52,421 83,902 110,700 Non-GAAP EBITDA 31,081 110,083 (20,580) 151,307 Impairment of goodwill - - 26,695 - Restructuring and related charges 25,102 13,956 37,225 36,397 Foreign exchange losses (gains), including the write off of certain cumulative translation adjustments 2,357 (478) 3,977 138 Impairment charge related to assets held-for-sale and loss on sale of a business 51,414 - 127,343 - Other expense (income), net 1,567 255 3,052 (271) Held for Sale or Sold segment Adjusted EBITDA (2) (19,100) (18,089) (25,621) (15,654) Non-GAAP Adjusted EBITDA 92,421$ 105,727$ 152,091$ 171,917$ Adjusted EBITDA Margin 22.7% 25.7% 19.7% 21.3% Notes: JOHN WILEY & SONS, INC. SUPPLEMENTARY INFORMATION (1) RECONCILIATION OF US GAAP NET (LOSS) INCOME TO NON-GAAP EBITDA AND ADJUSTED EBITDA (unaudited) Three Months Ended Six Months Ended (1) See Explanation of Usage of Non-GAAP Performance Measures included in this supplementary information for additional details on the reasons 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 six months ended October 31, 2023 is preliminary and subject to change prior to the filing of our upcoming Quarterly Report on Form 10-Q with the Securities and Exchange Commission. (2) Our Non-GAAP Adjusted EBITDA excludes the Held for Sale or Sold segment Non-GAAP Adjusted EBITDA. October 31, October 31,

 
v3.23.3
Cover
Dec. 06, 2023
Entity Listings [Line Items]  
Document Type 8-K
Document Period End Date Dec. 06, 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
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