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Divestitures | 3 Months Ended
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Jul. 31, 2024
Discontinued Operations and Disposal Groups [Abstract] |
Divestitures | 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, 2024 in addition to the dispositions completed during fiscal year 2024. We have also committed to a plan to divest an additional business which closed on August 31, 2024. 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. 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 concluded that the businesses met all the requisite held-for-sale criteria as of June 1, 2023. Therefore, the related assets and liabilities were reclassified as held-for-sale on the Unaudited Condensed Consolidated Statements of Financial Position until the date of sale. On January 1, 2024, we sold University Services. On May 31, 2024, we sold Wiley Edge, with the exception of its India operations. The sale of Wiley Edge’s India operations closed on August 31, 2024. On August 2, 2024, we entered into an agreement to sell CrossKnowledge, which closed on August 31, 2024. As of July 31, 2024, CrossKnowledge continues to be reported as held-for-sale. Completed Divestitures Fiscal Year 2025 Wiley Edge On May 31, 2024, we completed the sale of Wiley Edge, which was included in our Held for Sale or Sold segment, pursuant to a stock and asset purchase agreement (Edge Agreement) with Inspirit Vulcan Bidco Limited, a private limited company incorporated in England & Wales (Inspirit). We closed on the transaction with the exception of Wiley Edge's India operations, which closed on August 31, 2024. The selling price for Wiley Edge at the date of sale excluding India, which was updated during the three months ended July 31, 2024, had a fair value of $33.9 million paid in the form of: (i) cash of $8.2 million, of which $2.5 million is deferred, (ii) an unsecured promissory note with an initial aggregate principal amount of $10.9 million (Inspirit Seller Note), subject to customary purchase price adjustments, including for working capital, and (iii) $14.9 million of additional contingent consideration in the form of an earnout recorded at fair value based on the gross profit targets during each of the three fiscal years in the period beginning May 1, 2024 and ending April 30, 2027 (Wiley Edge Earnout). As of July 31, 2024, t he Inspirit Seller Note is reflected in Other non-current assets in our Unaudited Condensed Consolidated Statements of Financial Position. As of July 31, 2024, $2.4 million of the Wiley Edge Earnout is reflected in Prepaid expenses and other current assets and $12.5 million of the Wiley Edge Earnout is reflected in Other non-current assets in our Unaudited Condensed Consolidated Statements of Financial Position. The Inspirit Seller Note matures on May 31, 2028 and is prepayable at par plus accrued interest at any time and also if certain conditions are met. The Inspirit Seller Note bears interest at the rate of 8% per annum commencing on May 31, 2024, increasing by 1% per annum each year on the anniversary of issuance. Interest income from the note receivable represents non operating income and is included in Other income (expense), net on the Unaudited Condensed Consolidated Statements of Net Loss. The maximum Wiley Edge Earnout amount is $34.0 million. We elected to record the fair value of the Wiley Edge Earnout as of the date of the sale, and will update that fair value as applicable until settled. The fair value of the Wiley Edge Earnout was based on a Monte Carlo simulation. This fair value was categorized as Level 3 within the FASB ASC Topic 820, “Fair Value Measurements” (ASC Topic 820) fair value hierarchy. This method considers the terms and conditions in the Edge Agreement, our best estimates of forecasted gross profit for the Wiley Edge Earnout periods and simulates a range of gross profits over the applicable periods based on an estimate of gross profit volatility. The fair value of the Wiley Edge Earnout was estimated as the present value of the potential range of payouts averaged across the range of simulated gross profits using an estimated risk-adjusted discount rate for the simulated gross profits. The Wiley Edge Earnout amount is subject to change based on final results and calculations. The pretax loss on sale was $19.6 million after accounting for the assets sold, liabilities transferred upon sale, and transaction costs. In connection with the held-for-sale classification, during fiscal year 2024, we recognized cumulative impairment charges of $19.4 million on the remeasurement of the disposal group at the lower of carrying value or fair value less costs to sell. Upon the completion of the sale, we recognized an additional loss of $0.2 million in the three months ended July 31, 2024 due to subsequent changes in the fair value less costs to sell, as well as changes in the carrying amount of the disposal group. This additional loss is included in Gains (losses) on sale of businesses and impairment charges related to assets held-for-sale in our Unaudited Condensed Consolidated Statements of Net Loss for the three months ended July 31, 2024. We entered into a transition services agreement to facilitate the transition of the divested business. Fiscal Year 2024 University Services On January 1, 2024, we completed the sale of University Services, which was included in our Held for Sale or Sold segment, pursuant to a Membership Interest and Asset Purchase Agreement with Academic Partnerships LLC, a Delaware limited liability company (Academic Partnerships), and Education Services Upper Holdings Corp., a Delaware corporation. The pretax loss on sale was $105.6 million after accounting for the assets sold, liabilities transferred upon sale, and transaction costs, which was reduced during the three months ended July 31, 2024 due to third-party customer consents and working capital adjustments of $1.5 million that occurred in the first quarter of fiscal year 2025. This amount is included in Gains (losses) on sale of businesses and impairment charges related to assets held-for-sale in our Unaudited Condensed Consolidated Statements of Net Loss for the three months ended July 31, 2024. Tuition Manager 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 pretax loss on sale was $1.4 million after accounting for the assets sold, liabilities transferred upon sale, and transaction costs, which was reduced during the three months ended July 31, 2024 due to additional cash received after the date of sale of $0.1 million. This amount is included in Gains (losses) on sale of businesses and impairment charges related to assets held-for-sale in our Unaudited Condensed Consolidated Statements of Net Loss for the three months ended July 31, 2024. Assets and Liabilities Held-for-Sale As of July 31, 2024, CrossKnowledge and Wiley Edge's India operations continue to be reported as held-for-sale. We measured the CrossKnowledge disposal group at the lower of carrying value or fair value less costs to sell. The determination of the fair value less costs to sell for CrossKnowledge is based on the indicative sales value and includes value associated with contingent consideration to be received in the form of an earnout. This fair value was categorized as Level 3 within the ASC Topic 820 fair value hierarchy. In the three months ended July 31, 2024, we reduced the held-for-sale pretax impairment by $4.4 million related to CrossKnowledge. The total impairment charge for CrossKnowledge is $51.0 million, which includes $55.4 million recognized in fiscal year 2024. The reduction of the impairment charge in the three months ended July 31, 2024 was due to subsequent changes in the fair value less costs to sell resulting from the continued progression of the selling process and indications of changes in the consideration for the business, as well as changes in the carrying amount of the disposal group. The reduction of the pretax noncash impairment is reflected in Gains (losses) on sale of businesses and impairment charges related to assets held-for-sale in our Unaudited Condensed Consolidated Statements of Net Loss. The total impairment is included as a valuation allowance or contra-asset account within Current assets held-for-sale and Non-current assets held-for-sale in our Unaudited Condensed Consolidated Statement of Financial Position as of July 31, 2024. 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 Gains (losses) on sale of businesses and impairment charges related to assets held-for-sale in our Unaudited Condensed Consolidated Statements of Net Loss for the three months ended 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, 2024 were as follows:
| Cross Knowledge |  | Wiley Edge |  | Total
Assets held-for-sale: |  |  |  |  |
Current assets |  |  |  |  |
Cash and cash equivalents (1) | $ | 6,816 |  |  | $ | — |  |  | $ | 6,816 |
Accounts receivable, net | 5,132 |  |  | 1,226 |  |  | 6,358 |
Prepaid expenses and other current assets (1) | 4,201 |  |  | — |  |  | 4,201 |
Valuation allowance | (12,093) |  |  | — |  |  | (12,093) |
Total current assets held-for-sale | $ | 4,056 |  |  | $ | 1,226 |  |  | $ | 5,282 |
Technology, property and equipment, net | 3,815 |  |  | 24 |  |  | 3,839 |
Intangible assets, net | 17,989 |  |  | — |  |  | 17,989 |
Operating lease right-of-use assets | 1,098 |  |  | — |  |  | 1,098 |
Other non-current assets | 16,085 |  |  | — |  |  | 16,085 |
Valuation allowance | (38,987) |  |  | — |  |  | (38,987) |
Total non-current assets held-for-sale | $ | — |  |  | $ | 24 |  |  | $ | 24 |
Liabilities held-for-sale: |  |  |  |  |
Current liabilities |  |  |  |  |
Accounts payable | $ | 595 |  |  | $ | — |  |  | $ | 595 |
Accrued royalties | 397 |  |  | — |  |  | 397 |
Contract liabilities | 13,164 |  |  | — |  |  | 13,164 |
Accrued employment costs | 6,425 |  |  | — |  |  | 6,425 |
Short-term portion of operating lease liabilities | 203 |  |  | — |  |  | 203 |
Other accrued liabilities | 3,319 |  |  | — |  |  | 3,319 |
Total current liabilities held-for-sale | $ | 24,103 |  |  | $ | — |  |  | $ | 24,103 |
Accrued pension liability | 1,095 |  |  | — |  |  | 1,095 |
Deferred income tax liabilities | 4,480 |  |  | — |  |  | 4,480 |
Operating lease liabilities | 251 |  |  | — |  |  | 251 |
Other long-term liabilities | 32 |  |  | 107 |  |  | 139 |
Total long-term liabilities held-for-sale | $ | 5,858 |  |  | $ | 107 |  |  | $ | 5,965 |
(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 three months ended July 31, 2024:
Cash and cash equivalents | $ | 82,545 |
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 July 31, 2024 | 82,595 |
Total cash, cash equivalents, and restricted cash held-for-sale as of July 31, 2024 | 6,816 |
Total cash, cash equivalents, and restricted cash per Unaudited Condensed Consolidated Statement of Cash Flows for the three months ended July 31, 2024 | $ | 89,411 |
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 April 30, 2024 were as follows:
| Cross Knowledge |  | Wiley Edge |  | Total
Assets held-for-sale: |  |  |  |  |
Current assets |  |  |  |  |
Cash and cash equivalents | $ | 6,305 |  |  | $ | 9,887 |  |  | $ | 16,192 |
Accounts receivable, net | 12,914 |  |  | 13,897 |  |  | 26,811 |
Prepaid expenses and other current assets | 3,780 |  |  | 5,548 |  |  | 9,328 |
Valuation allowance | (17,909) |  |  | — |  |  | (17,909) |
Total current assets held-for-sale | $ | 5,090 |  |  | $ | 29,332 |  |  | $ | 34,422 |
Technology, property and equipment, net | 3,786 |  |  | 2,888 |  |  | 6,674 |
Intangible assets, net | 17,777 |  |  | 34,612 |  |  | 52,389 |
Operating lease right-of-use assets | 1,091 |  |  | 1,008 |  |  | 2,099 |
Other non-current assets | 14,877 |  |  | 53 |  |  | 14,930 |
Valuation allowance | (37,531) |  |  | (19,401) |  |  | (56,932) |
Total non-current assets held-for-sale | $ | — |  |  | $ | 19,160 |  |  | $ | 19,160 |
Liabilities held-for-sale: |  |  |  |  |
Current liabilities |  |  |  |  |
Accounts payable | $ | 494 |  |  | $ | — |  |  | $ | 494 |
Accrued royalties | 268 |  |  | — |  |  | 268 |
Contract liabilities | 16,796 |  |  | — |  |  | 16,796 |
Accrued employment costs | 7,805 |  |  | 3,990 |  |  | 11,795 |
Short-term portion of operating lease liabilities | 319 |  |  | 468 |  |  | 787 |
Other accrued liabilities | 2,762 |  |  | 4,730 |  |  | 7,492 |
Total current liabilities held-for-sale | $ | 28,444 |  |  | $ | 9,188 |  |  | $ | 37,632 |
Accrued pension liability | 1,037 |  |  | — |  |  | 1,037 |
Deferred income tax liabilities | 4,420 |  |  | 4,448 |  |  | 8,868 |
Operating lease liabilities | 251 |  |  | 159 |  |  | 410 |
Other long-term liabilities | 694 |  |  | 228 |  |  | 922 |
Total long-term liabilities held-for-sale | $ | 6,402 |  |  | $ | 4,835 |  |  | $ | 11,237 |
On August 2, 2024, we entered into a stock and asset purchase agreement with MS International Software, LLC, a Delaware limited liability company (MS International), pursuant to which we agreed to sell our online learning and training solutions business, CrossKnowledge, to MS International. We closed the transaction on August 31, 2024. We entered into a transition services agreement to facilitate the transition of the divested business. The results of CrossKnowledge will continue to be reported in our Held for Sale or Sold segment until the date of sale

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- Definition The entire disclosure related to a disposal group. Includes, but is not limited to, a discontinued operation, disposal classified as held-for-sale or disposed of by means other than sale or disposal of an individually significant component. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 205 -SubTopic 20 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/205-20/tableOfContent Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 360 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/360/tableOfContent + Details
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