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Acquisitions | 9 Months Ended
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Jan. 31, 2023
Business Combination and Asset Acquisition [Abstract] |
Acquisitions | 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 2023 On November 1, 2022, we completed the acquisition of an immaterial business included in our Academic segment. The fair value of consideration transferred was $6.1 million, which included $5.2 million of cash at the acquisition date and $0.9 million to be paid after the acquisition date. The acquisition was accounted for using the acquisition method of accounting. We recorded the preliminary aggregate excess purchase price over identifiable net tangible and intangible assets acquired and liabilities assumed, which included a preliminary allocation of $3.9 million of goodwill allocated to the Academic segment and $3.7 million of intangible assets subject to amortization. The allocation of the total consideration transferred to the assets acquired, including intangible assets and goodwill, and the liabilities assumed could be revised as a result of additional information obtained due to 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 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 Academic 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 CA (as defined below in Note 15, “Debt and Available Credit Facilities”). XYZ Media’s incremental revenue and operating loss included in our Academic segment results for the three months ended January 31, 2023 was $1.5 million and $(0.8) million, respectively. XYZ Media’s incremental revenue and operating loss included in our Academic segment results for the nine months ended January 31, 2023 was $6.9 million and $(3.1) million, respectively. During the nine months ended January 31, 2023, 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 $22.2 million of goodwill allocated to the Academic segment and $22.7 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, 2023. 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 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 segment results. We also completed the acquisition of two immaterial businesses included in our Research segment and the acquisition of one immaterial business in our Talent segment. The aggregate fair value of consideration transferred for these other acquisitions was approximately $41.2 million which included $36.2 million of cash paid at the acquisition dates and $5.0 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 $34.9 million. The fair value of the cash consideration transferred after the acquisition date that was paid during the nine months ended January 31, 2023 was $0.5 million. The incremental revenue and operating loss included in the Research segment for the three months ended January 31, 2023 related to these other acquisitions was approximately $0.7 million and $(0.2) million, respectively. The incremental revenue and operating loss included in the Research segment for the nine months ended January 31, 2023 related to these other acquisitions was approximately $9.3 million and $(2.2) million, respectively. During the nine months ended January 31, 2023, no revisions were made to the allocation of the consideration transferred to the assets acquired and liabilities assumed. Associated with these other acquisitions, we recorded the aggregate excess purchase price over identifiable net tangible and intangible assets acquired and liabilities assumed, which included an allocation of $24.8 million of goodwill allocated to the Research segment and $15.6 million of intangible assets subject to amortization. No goodwill was allocated to the Talent segment. The allocation of the consideration transferred for the assets acquired, including intangible assets and goodwill, and liabilities assumed was finalized during the three months ended October 31, 2022 for the J&J acquisition and was finalized during the three months ended January 31, 2023 for EJP, and one of the other immaterial acquisitions in Research.

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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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