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Acquisitions | 12 Months Ended
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Apr. 30, 2019
Acquisition [Abstract] |
Acquisitions | Note 4 – Acquisition The Learning House, Inc. On November 1, 2018, we completed the acquisition of 100% of the outstanding stock of The Learning House, Inc. (“Learning House”) a diversified education services provider. Headquartered in Louisville, KY, Learning House provides online program management services including graduate and undergraduate programs; short courses, boot camps, and other skills training and credentialing for students and professionals; pathway services for international students; professional development services for teachers; and learning solutions for corporate clients. The combination of Learning House and Wiley Education Services creates a leading provider of tech-enabled education services for colleges and universities. The results of operations of Learning House are included in our Solutions segment. The fair value of the consideration transferred was approximately $201.3 million which included $200.7 million of cash and $0.6 million of warrants, inclusive of purchase price adjustments which were finalized in the fourth quarter of fiscal year 2019. We financed the payment of the cash consideration through borrowings under our revolving credit agreement ("RCA"). The warrants were classified as equity and allow the holder to purchase 400,000 shares of our Class A Common Stock at an exercise price of $90.00, subject to adjustments. The term of the warrants is three years, expiring on November 1, 2021. The fair value of the warrants was determined using the Black-Scholes option pricing model. The fair value of the cash consideration transferred, net of $10.3 million of cash acquired was approximately $190.4 million. The transaction was accounted for using the acquisition method of accounting. We recorded the preliminary fair value of the assets acquired and liabilities assumed on the acquisition date, all of which are included in the Solutions segment. None of the goodwill will be deductible for tax purposes. The allocation of the consideration transferred to the assets acquired and the liabilities assumed is preliminary and could be revised as a result of additional information obtained due to the finalization of the third-party valuation report, tax related matters and contingencies, but such amounts will be finalized within the measurement period, which will not exceed one year from the acquisition date. The following table summarizes the consideration transferred to acquire Learning House and the preliminary allocation of the purchase price among the assets acquired and the liabilities assumed.
|  | Preliminary Allocation as of April 30, 2019 |
Total consideration transferred |  | $ | 201,274 |
Assets: |  |  |  |
Current Assets |  |  |  |
Cash and cash equivalents |  |  | 10,293 |
Accounts receivable, net |  |  | 8,621 |
Prepaid expenses and other current assets |  |  | 1,439 |
Total Current Assets |  |  | 20,353 |
Technology, Property and Equipment, net |  |  | 343 |
Intangible Assets, net |  |  | 109,548 |
Goodwill |  |  | 110,805 |
Other Non-Current Assets |  |  | 5,025 |
Total Assets |  | $ | 246,074 |
Liabilities: |  |  |  |
Current Liabilities |  |  |  |
Accounts payable |  |  | 1,542 |
Contract liability (Deferred revenue) |  |  | 959 |
Accrued employment costs |  |  | 4,925 |
Other accrued liabilities |  |  | 9,422 |
Total Current Liabilities |  |  | 16,848 |
Deferred Income Tax Liabilities |  |  | 26,769 |
Other Long-Term Liabilities |  |  | 1,184 |
Total Liabilities |  | $ | 44,801 |
The following table summarizes the identifiable intangible assets acquired and their weighted-average useful life at the date of acquisition.
|  | Estimated Fair Value |  |  | Weighted-Average Useful Life (in Years) |
Customer Relationships |  | $ | 103,850 |  |  |  | 15 |
Course Content |  |  | 5,698 |  |  |  | 4 |
Total |  | $ | 109,548 |  |  |  |  |
Learning House’s revenue and operating loss included in our Solutions segment results for the year ended April 30, 2019 was $31.5 million and $8.0 million, respectively. Pro forma financial information related to this acquisition has not been provided as it is not material to our consolidated results of operations. Atypon Systems, Inc. On September 30, 2016, we acquired the net assets of Atypon, a Silicon Valley-based publishing-software company, for approximately $121 million in cash, net of cash acquired. We finalized our purchase accounting for Atypon on July 31, 2017, and there were no material changes in the purchase accounting allocation compared to April 30, 2017. We recorded the fair value of the assets acquired and liabilities assumed on the acquisition date, which included $48 million of intangible assets. Goodwill of $70 million was recorded, which is deductible for tax purposes. Atypon's revenue included in our Research segment results for the years ended April 30, 2019, 2018 and 2017 were $36.0 million, $32.9 million and $19.1 million, respectively. Atypon's operating loss included in our Research segment results for the years ended April 30, 2019, 2018 and 2017 were $3.9 million, $2.7 million and $3.5 million, respectively.

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- Definition The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable). + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -URI http://asc.fasb.org/topic&trid=2303972 + Details
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