UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549

FORM 8-K/A

CURRENT REPORT

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

June 15, 2022
(Date of Report)
(Date of earliest event reported)

JOHN WILEY & SONS, INC.
(Exact name of registrant as specified in its charter)

New York
(State or other jurisdiction of incorporation)

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

Not Applicable
 (Former name or former address, if changed since last report.)

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

  ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

  ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

  ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

  ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

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


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

Emerging growth company ☐

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

Amendment No. 2

EXPLANATORY NOTE

This Form 8-K/A is filed as an amendment (Amendment No. 2) to the Current Report on Form 8-K filed by John Wiley & Sons, Inc. (“Wiley” or the “Company”) under Items 2.02, 7.01 and 9.01 on June 15, 2022 (the “Original Form 8-K”).  The Company furnished Amendment No. 1 to the Original Form 8-K under Item 2.02 on July 22, 2022, for purposes of correcting the disclosure in the press release and accompanying materials with respect to the foreign exchange (FX) impact in its Fiscal 2023 outlook (“FY23 Outlook Correction”).  This Amendment No. 2 supplements Amendment No. 1 and is being filed under Item 8.01 so that the FY23 Outlook Correction is deemed “filed” for purposes of Section 18 of the Securities Exchange Act and for purposes of incorporation by reference.  The FY23 Outlook Correction supersedes the fiscal 2023 outlook included in the Company’s Annual Report on Form 10-K for the year ended April 30, 2022 (“Form 10-K”).

Item 8.01 Other Events.

The Company is issuing a correction to the foreign exchange (FX) impact in its Fiscal 2023 outlook. Wiley now expects a more modest FX impact to Fiscal 2023 guidance – at June 10, 2022, spot rates – after identifying an error in its currency mix evaluation for a foreign entity.  Wiley’s operational guidance (outlook at constant currency) remains unchanged.

REVISED FISCAL YEAR 2023 OUTLOOK

Metric
 ($millions, except EPS)
FY23 Outlook*
  At constant currency
FX Impact
 Old
FY23 Outlook
 Old
FX Impact**
 Corrected
FY23 Outlook^
 Modified (for FX)
Revenue
$2,175 - $2,215
($75)
$2,100 - $2,140
($50)
$2,125 - $2,165
Adjusted EBITDA
$425 - $450
($25)
$400 - $425
Immaterial
$425 - $450
Adjusted EPS
$3.70 - $4.05
($0.30)
$3.40 - $3.75
Immaterial
$3.70 - $4.05
Free Cash Flow
$210 - $235
($25)
$185 - $210
Immaterial
$210 - $235
*Based on Fiscal 2022 average rates of 1.15 euro and 1.36 British pound
**Variance between Fiscal 2022 average rates and spot rates as of June 10:  1.06 euro and 1.24 British pound
^Fiscal 2023 outlook at spot rates as of June 10.  Wiley will be updating FX impact in Q1 (September) and subsequent quarters

NON-GAAP FINANCIAL MEASURES

Wiley provides non-GAAP financial measures and performance results such as “Adjusted EPS,” “Adjusted Operation Income,” “EBITDA”, “Adjusted EBITDA,” “Adjusted Contribution to Profit,” “Adjusted Income before Taxes,” “Adjusted Income Tax Provision,” “Adjusted Effective Tax Rate,” “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. We have not provided our 2023 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.

FORWARD-LOOKING STATEMENTS

This document 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 by Wiley 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 2023 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.
SIGNATURES

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


 
JOHN WILEY & SONS, INC.
 
(Registrant)
     
     
 
By
/s/ Brian A. Napack
   
Brian A. Napack
   
President and
   
Chief Executive Officer
     
     
 
By
/s/ Christina Van Tassell
   
Christina Van Tassell
   
Executive Vice President and
Chief Financial Officer
     
     
   
Dated: July 28, 2022


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