XML 31 R12.htm IDEA: XBRL DOCUMENT v3.23.2
Acquisitions and Divestitures
 3 Months Ended
Jul. 31, 2023
Business Combination and Asset Acquisition [Abstract]  
Acquisitions and Divestitures Acquisitions and Divestitures
Acquisitions
Pro forma financial information related to these acquisitions has not been provided as it is not material to our condensed consolidated results of operations.
Fiscal Year 2023
On November 1, 2022, we completed the acquisition of an immaterial business included in our Learning 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 Learning 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.
Divestitures
As part of our ongoing initiatives to simplify our portfolio to drive sustained performance improvement, we have completed one disposition as of July 31, 2023 and have committed to a plan to divest of additional businesses within the next 12 months.
Fiscal Year 2024
Completed Divestitures
On May 31, 2023, we completed the sale of our tuition manager business (Tuition Manager), which was included in our Held for Sale or Sold segment. The divestiture did not represent a strategic shift that would have a major effect on our consolidated results of operations, and therefore its results of operations were not reported as discontinued operations. The cash received net of transaction costs at the date of sale was $0.5 million. The pretax loss on sale was $2.0 million, after accounting for the assets sold, liabilities transferred upon sale and transaction costs, is included in Impairment charge related to assets held-for-sale and loss on sale of a business in our Unaudited Condensed Consolidated Statement of Net Loss for the three months ended July 31, 2023. The carrying value of the net assets included in the pretax loss on sale was $2.5 million, including intangible assets of $1.0 million and no goodwill.
Assets and Liabilities Held-for-Sale

On June 1, 2023, Wiley’s Board of Directors approved a plan to divest certain businesses that we determined are non-core businesses. Those businesses are University Services, Wiley Edge, and CrossKnowledge. These dispositions are expected to be completed during fiscal year 2024. As a result, we reorganized our segments 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). The operations of University Services, Wiley Edge, and CrossKnowledge are reported in the Held for Sale or Sold segment. See Note 10, “Segment Information” for more details regarding our reportable segments. See Note 12, "Goodwill and Intangible Assets" for more details on the interim goodwill impairment test and the impairment charges.
In accordance with FASB Accounting Standards Codification (ASC) Topic 205, "Presentation of Financial Statements," we determined that the planned divestitures of University Services, Wiley Edge, and CrossKnowledge each do not represent a strategic shift that will have a major effect on our consolidated results of operations, and therefore their results of operations were not reported as discontinued operations. We applied the criteria in ASC 360-10-45-9, "Property, Plant and Equipment - Long-Lived Assets Classified as Held for Sale," to determine whether any of the aforementioned long-lived asset groups would be classified as held-for-sale. Criteria include management commitment to sell the disposal group in its present condition and the sale being deemed probable of being completed within one year. We concluded that all three businesses met all the requisite criteria as of June 1, 2023 and, therefore, have reclassified the related assets and liabilities as held-for-sale on the Unaudited Condensed Consolidated Statement of Financial Position as of July 31, 2023.
We measured each disposal group at the lower of carrying value or fair value less cost to sell. In the three months ended July 31, 2023, we recorded a held-for-sale pretax impairment of $73.9 million which includes $40.6 million for University Services and $33.3 million for CrossKnowledge. This pretax impairment is reflected in Impairment charge related to assets held-for-sale and loss on sale of a business on the Unaudited Condensed Consolidated Statements of Net Loss. The impairments are included as a valuation allowance or contra-asset account within Non-current assets held-for-sale on the Unaudited Condensed Consolidated Statement of Financial Position as of July 31, 2023.
The major categories of assets and liabilities that have been classified as held-for-sale on the Unaudited Condensed Consolidated Statement of Financial Position as of July 31, 2023 were as follows:

University ServicesCross KnowledgeWiley EdgeTotal
Assets held-for-sale:
Current assets
Cash and cash equivalents (1)
$12 $17,254 $14,742 $32,008 
Accounts receivable, net64,830 7,777 20,891 93,498 
Prepaid expenses and other current assets (1)
2,726 4,181 6,837 13,744 
Total current assets held-for-sale$67,568 $29,212 $42,470 $139,250 
Technology, property and equipment, net13,045 3,696 1,815 18,556 
Intangible assets, net133,413 18,305 34,891 186,609 
Goodwill— — 81,940 81,940 
Operating lease right-of-use assets2,989 514 1,015 4,518 
Other non-current assets7,906 15,616 77 23,599 
Valuation allowance(40,659)(33,080)— (73,739)
Total non-current assets held-for-sale$116,694 $5,051 $119,738 $241,483 
Liabilities held-for-sale:
Current liabilities
Accounts payable$1,414 $750 $244 $2,408 
Accrued royalties— 454 — 454 
Contract liabilities719 17,883 3 18,605 
Accrued employment costs3,224 7,368 3,654 14,246 
Short-term portion of operating lease liabilities1,058 375 474 1,907 
Other accrued liabilities6,872 1,707 4,058 12,637 
Total current liabilities held-for-sale$13,287 $28,537 $8,433 $50,257 
Accrued pension liability— 658 — 658 
Deferred income tax liabilities— 4,291 4,110 8,401 
Operating lease liabilities3,829 48 500 4,377 
Other long-term liabilities355 1,113 222 1,690 
Total long-term liabilities held-for-sale$4,184 $6,110 $4,832 $15,126 

(1)The following table shows a reconciliation of our cash, cash equivalents, and restricted cash included in current assets held-for-sale and in our Unaudited Condensed Consolidated Statement of Financial Position to our Unaudited Condensed Consolidated Statement of Cash Flows for the three months ended July 31, 2023:

Cash and cash equivalents$75,144 
Restricted cash included in Prepaid expenses and other current assets50 
Total cash, cash equivalents, and restricted cash per Unaudited Condensed Consolidated Statement of Financial Position as of July 31, 202375,194 
Cash and cash equivalents held-for-sale32,008 
Restricted cash held-for-sale included in Prepaid expenses and other current assets54 
Total cash, cash equivalents, and restricted cash held-for-sale as of July 31, 202332,062 
Total cash, cash equivalents, and restricted cash per Unaudited Condensed Consolidated Statement of Cash Flows for the three months ended July 31, 2023$107,256