Acquisitions and Divestitures

6 Months Ended

Oct. 31, 2023

Business Combination and Asset Acquisition [Abstract]

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 was finalized during the three months ended October 31, 2023.

Divestitures

As part of our ongoing initiatives to simplify our portfolio to drive sustained performance improvement, we have completed one disposition as of October 31, 2023 and have committed to a plan to divest of additional businesses during fiscal year 2024.

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, and $0.5 million of additional cash received after the date of sale. The pretax loss on sale was $1.5 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) Income for the six months ended October 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, in the three months ended July 31, 2023 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, starting in the three months ended July 31, 2023 we have reclassified the related assets and liabilities as held-for-sale on the Unaudited Condensed Consolidated Statement of Financial Position as of October 31, 2023.

We measured each disposal group at the lower of carrying value or fair value less cost to sell. In the three and six months ended October 31, 2023, we recorded a held-for-sale pretax impairment charge of $51.9 million and $125.8 million, respectively, related to University Services and CrossKnowledge. The total impairment charge for University Services in the six months ended October 31, 2023 was $75.4 million, which includes $34.8 million in the three months ended October 31, 2023. The total impairment charge for CrossKnowledge in the six months ended October 31, 2023 was $50.4 million, which includes $17.1 million in the three months ended October 31, 2023. The additional impairment charges in the three months ended October 31, 2023 were due to subsequent changes in the fair value less cost to sell resulting from the continued progression of the selling processes and indications of changes in the expected consideration for the businesses, as well as changes in the carrying amounts of the disposal groups. The pretax impairment charges are 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) Income. The impairments are included as a valuation allowance or contra-asset account within Current assets held-for-sale and Non-current assets held-for-sale on the Unaudited Condensed Consolidated Statement of Financial Position as of October 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 October 31, 2023 were as follows:


	University Services		Cross Knowledge		Wiley Edge		Total
Assets held-for-sale:
Current assets
Cash and cash equivalents (1)	$	216	$	6,348	$	9,733	$	16,297
Accounts receivable, net	69,308		4,389		19,239		92,936
Prepaid expenses and other current assets (1)	2,117		3,368		5,771		11,256
Valuation allowance	—		(14,105)		—		(14,105)
Total current assets held-for-sale	$	71,641	$	—	$	34,743	$	106,384

Technology, property and equipment, net	14,118		2,828		2,617		19,563
Intangible assets, net	133,413		17,620		34,416		185,449
Goodwill	—		—		81,162		81,162
Operating lease right-of-use assets	2,989		314		970		4,273
Other non-current assets	8,805		15,697		76		24,578
Valuation allowance	(75,466)		(36,459)		—		(111,925)
Total non-current assets held-for-sale	$	83,859	$	—	$	119,241	$	203,100

Liabilities held-for-sale:
Current liabilities
Accounts payable	$	1,595	$	389	$	2,864	$	4,848
Accrued royalties	—		567		—		567
Contract liabilities	828		10,893		—		11,721
Accrued employment costs	1,203		5,599		3,444		10,246
Short-term portion of operating lease liabilities	1,066		115		453		1,634
Other accrued liabilities	6,312		2,796		4,153		13,261
Total current liabilities held-for-sale	$	11,004	$	20,359	$	10,914	$	42,277

Accrued pension liability	—		663		—		663
Deferred income tax liabilities	—		4,089		3,593		7,682
Operating lease liabilities	3,567		—		369		3,936
Other long-term liabilities	383		563		398		1,344
Total long-term liabilities held-for-sale	$	3,950	$	5,315	$	4,360	$	13,625


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


Cash and cash equivalents	$	83,218
Restricted cash included in Prepaid expenses and other current assets	50
Total cash, cash equivalents, and restricted cash per Unaudited Condensed Consolidated Statement of Financial Position as of October 31, 2023	83,268
Cash and cash equivalents held-for-sale	16,297
Restricted cash held-for-sale included in Prepaid expenses and other current assets	53
Total cash, cash equivalents, and restricted cash held-for-sale as of October 31, 2023	16,350
Total cash, cash equivalents, and restricted cash per Unaudited Condensed Consolidated Statement of Cash Flows for the six months ended October 31, 2023	$	99,618

On November 13, 2023, we entered into a Membership Interest and Asset Purchase Agreement (Purchase Agreement) with Academic Partnerships LLC, a Delaware limited liability company (Academic Partnerships), and Education Services Upper Holdings Corp., a Delaware corporation (Upper Holdings), to sell our University Services business (the Business) to Academic Partnerships (the Transaction).

The purchase price for the Business includes total consideration of up to $150 million and a 10% share in the acquiring company. The $150 million consideration includes $110 million subject to customary working capital adjustments, and up to $40 million in the form of an earnout based on revenue targets during each of the two fiscal years in the period from May 1, 2024 through April 30, 2026. The $110 million will be payable in cash and/or in the form of a promissory note based on the availability of proceeds from any third-party debt refinancing undertaken by Academic Partnerships prior to closing. The earnout will also be payable in cash, subject to certain exceptions in which it will be paid by increasing the principal under the promissory note.

The consummation of the Transaction is subject to customary conditions, including the expiration or termination of the waiting period applicable to the Transaction under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and other conditions.

The results of University Services will continue to be reported in our operating results in the Held for Sale or Sold segment until the sale is finalized. We will enter into a transition services agreement to facilitate the transition of the divested business.