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Acquisitions | 9 Months Ended
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Jan. 31, 2022
Acquisitions [Abstract] |
Acquisitions | Note 3 — Acquisitions Pro forma financial information related to these acquisitions has not been provided as it is not material to our consolidated results of operations. Fiscal Year 2022 XYZ Media On December 29, 2021, we completed the acquisition of certain assets of XYZ Media Inc. (XYZ Media). XYZ Media is a company that generates leads for higher education institutions. The results of XYZ Media are included in our Education Services segment results. The fair value of consideration transferred at the date of acquisition was $45.4 million which included $38.0 million of cash, and approximately 129 thousand shares of Wiley Class A common stock, or approximately $7.4 million. We financed the payment of the cash consideration with a combination of cash on hand and borrowings under our Amended and Restated RCA (as defined below in Note 15, “Debt and Available Credit Facilities”). The XYZ Media acquisition was accounted for using the acquisition method of accounting. The preliminary excess purchase price over identifiable net tangible and intangible assets acquired, and liabilities assumed has been recorded to Goodwill in our Condensed Consolidated Statements of Financial Position. Goodwill represents synergies and economies of scale expected from the combination of services. We recorded the preliminary fair value of the assets acquired and liabilities assumed on the acquisition date, which included a preliminary allocation of $21.6 million of goodwill and $23.3 million of intangible assets consisting of developed technology, customer relationships, covenants not to compete and trademarks that are being amortized over preliminary estimated weighted average useful lives ranging from 1 to 7 years. The goodwill will be deductible for tax purposes. The acquisition related costs to acquire XYZ Media were expensed when incurred and were approximately $0.1 million for both the three and nine months ended January 31, 2022. Such costs were allocated to the Education Services segment and are reflected in Operating and administrative expenses on the Condensed Consolidated Statements of Net Income for the three and nine months ended January 31, 2022. XYZ Media’s revenue and operating loss included in our Education Services segment results for both the three and nine months ended January 31, 2022 was $1.0 million and $(0.3) million, respectively. The allocation of the total consideration transferred to the assets acquired, including intangible assets and goodwill, 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, leases and related commitments, tax related matters and contingencies and certain assets and liabilities, including receivables and payables, but such amounts will be finalized within the measurement period, which will not exceed one year from the acquisition date. Other Acquisitions in Fiscal Year 2022 On November 30, 2021, we acquired the assets of the eJournalPress business (EJP) from Precision Computer Works, Inc. EJP is a technology platform company with an established journal submission and peer review management system. The results of EJP are included in our Research Publishing & Platforms segment results. On October 1, 2021, we completed the acquisition of certain assets of J&J Editorial Services, LLC. (J&J). J&J is a publishing services company providing expert offerings in editorial operations, production, copyediting, system support and consulting. The results of J&J are included in our Research Publishing & Platforms segment results. We also completed in the three months ended January 31, 2022, the acquisition of one immaterial business included in our Research Publishing & Platforms segment, and in the three months ended July 31, 2021, the acquisition of one immaterial business in our Education Services segment. The aggregate preliminary fair value of consideration transferred for these other acquisitions was approximately $38.3 million during the nine months ended January 31, 2022 which included $33.7 million of cash paid at the acquisition dates and $4.6 million of additional cash to be paid after the acquisition dates. The fair value of the cash consideration transferred, net of $1.2 million of cash acquired was approximately $32.5 million. These other acquisitions were accounted for using the acquisition method of accounting as of their respective acquisition dates. Associated with these other acquisitions, the preliminary aggregate excess purchase price over identifiable net tangible and intangible assets acquired, and liabilities assumed of $21.3 million has been recorded to Goodwill on our Condensed Consolidated Statements of Financial Position as of January 31, 2022 and $13.6 million of intangible assets subject to amortization have been recorded, including developed technology, customer relationships, trademarks, and covenants not to compete that are being amortized over preliminary estimated weighted average useful lives of 5, 9, 2, and 4 years, respectively. The fair value assessed for the majority of the tangible assets acquired and liabilities assumed approximated their carrying value. Goodwill represents synergies and economies of scale expected from the combination of services. Goodwill of $21.3 million has been allocated to the Research Publishing & Platforms segment and none has been allocated to the Education Services segment. Approximately $17.8 million of the goodwill will be deductible for tax purposes, and $3.5 million will not be deductible for tax purposes. The incremental revenue for the three and nine months ended January 31, 2022 related to these other acquisitions was approximately $2.8 million and $3.5, respectively. The aggregate acquisition related costs to acquire these other acquisitions was expensed when incurred and was approximately $0.4 million for the nine months ended January 31, 2022. The allocation of the total consideration transferred to the assets acquired, including intangible assets and goodwill, 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, leases and related commitments, tax related matters and contingencies and certain assets and liabilities, including receivables and payables, but such amounts will be finalized within the measurement period, which will not exceed one year from the acquisition date. Fiscal Year 2021 On December 31, 2020, we completed the acquisition of 100% of the outstanding stock of Hindawi Limited (“Hindawi”). Hindawi is a scientific research publisher and an innovator in open access publishing. Its results of operations are included in our Research Publishing & Platforms segment. The fair value of the consideration transferred at the acquisition date was $300.1 million which included $299.3 million of cash and $0.8 million related to the settlement of a preexisting relationship. We financed the payment of the cash consideration primarily through borrowings under our Amended and Restated RCA (as defined below in Note 15, “Debt and Available Credit Facilities”) and using cash on hand. The fair value of the cash consideration transferred, net of $1.0 million of cash acquired was approximately $298.3 million. Hindawi’s revenue and operating income included in our Research Publishing & Platforms segment results for the three months ended January 31, 2022 was $15.2 million and $3.5 million, respectively. Hindawi’s revenue and operating income included in our Research Publishing & Platforms segment results for the nine months ended January 31, 2022 was $39.8 million and $8.6 million, respectively. During the nine months ended January 31, 2022, no revisions were made to the allocation of the consideration transferred to the assets acquired and liabilities assumed. We recorded the fair value of the assets acquired and liabilities assumed on the acquisition date, which included an allocation of $147.4 million of goodwill allocated to the Research Publishing & Platforms segment, and $194.9 million of intangible assets subject to amortization. The allocation of the consideration transferred to the assets acquired and the liabilities assumed was finalized during the three months ended January 31, 2022.

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