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Acquisitions | 12 Months Ended
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May 31, 2025
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract] |
Acquisitions | ACQUISITIONS 9 Story Acquisition On June 20, 2024, the Company completed the acquisition of 100% of the economic interest in the form of non-voting shares and 25% of the voting shares of 9 Story, a leading independent creator, producer and distributor of premium children’s content based in Toronto, Canada, with studios or offices in New York, United States, Dublin, Ireland and Bali, Indonesia. The aggregate purchase price was $193.7 and was funded through borrowings under the U.S. Credit Agreement incurred during the first quarter of fiscal 2025. The acquisition of 9 Story further enhances the Company's development, production and licensing interests, expanding opportunities to leverage its brand and best-selling publishing and global children's franchises across print, screen and merchandising. Pursuant to ASC Topic 810, Consolidation, 9 Story was determined to be a variable interest entity (VIE) and the Company was determined to be its primary beneficiary and therefore obtained a controlling financial interest over 9 Story. Accordingly, 9 Story has been consolidated into the Company's financial results. 9 Story met the definition of a business pursuant to ASC 805, Business Combinations, and the acquisition was accounted for as a business combination under the acquisition method of accounting. The Company estimated the fair value of acquired assets and liabilities as of the date of acquisition based on currently available information. Refer to Note 12, Goodwill and Other Intangibles, for details regarding measurement period adjustments recorded during the fiscal year ended May 31, 2025. The following table summarizes the purchase price allocation of fair values of the assets acquired and liabilities assumed at the date of acquisition, inclusive of measurement period adjustments:
Cash and cash equivalents | $ | 17.5 |  |  |  |  |  |  |  |
Accounts receivable |  | 14.8 |  |  |  |  |  |  |  |
Investment in film and television programs |  | 42.9 |  |  |  |  |  |  |  |
Property, plant and equipment |  | 6.1 |  |  |  |  |  |  |  |
Operating lease right-of-use assets |  | 6.1 |  |  |  |  |  |  |  |
Other Intangible assets: |  |  |  |  |  |  |  |  |
Existing content/IP |  | 16.0 |  |  |  |  |  |  |  |
Customer contracts/relationships (1) |  | 51.5 |  |  |  |  |  |  |  |
Trade names |  | 16.5 |  |  |  |  |  |  |  |
Internally developed software |  | 1.3 |  |  |  |  |  |  |  |
Tax credit receivable |  | 31.9 |  |  |  |  |  |  |  |
Other assets |  | 3.9 |  |  |  |  |  |  |  |
Total assets acquired |  | 208.5 |  |  |  |  |  |  |  |
Accounts payable |  | 2.3 |  |  |  |  |  |  |  |
Accrued expenses |  | 16.3 |  |  |  |  |  |  |  |
Deferred revenue |  | 9.8 |  |  |  |  |  |  |  |
Film related obligations |  | 34.9 |  |  |  |  |  |  |  |
Operating lease liabilities |  | 7.7 |  |  |  |  |  |  |  |
Other liabilities |  | 8.0 |  |  |  |  |  |  |  |
Total liabilities assumed |  | 79.0 |  |  |  |  |  |  |  |
Fair value of net assets acquired |  | 129.5 |  |  |  |  |  |  |  |
Goodwill |  | 64.2 |  |  |  |  |  |  |  |
Purchase price consideration | $ | 193.7 |  |  |  |  |  |  |  |
(1) Includes $36.7 related to distribution contracts and relationships. The assets acquired include intellectual property ("IP") related to 9 Story's existing and recognized program titles (including Investment in film and television programs), customer contracts/relationships related to licensing, distribution and service arrangements, the trade names associated with 9 Story and Brown Bag Films, its animation studio, and internally developed software. The intellectual property and customer contracts/relationships were valued using the multi-period excess earnings valuation method and are being amortized over 10 years, with the exception of contracts/relationships for service arrangements which are being amortized over 5 years. The trade names were valued using the relief-from-royalty valuation method and are being amortized over 10 years. The internally developed software was valued using the replacement cost method and is being amortized over 3 years. The Company classified these fair value measurements as Level 3 due to the significant unobservable inputs used in the analyses, such as internally-developed discounted cash flow forecasts. The difference between the purchase price over the net identifiable tangible and intangible assets acquired was allocated to goodwill, which is not deductible for tax purposes. The goodwill balance is primarily attributable to the expected synergies from the business combination and acquired workforce. The goodwill and intangible assets acquired were allocated to the Entertainment segment. The financial results of 9 Story, since the date of acquisition, were included in the Company's Consolidated Financial Statements as of May 31, 2025. 9 Story contributed total revenue of $58.0 and net loss of $8.5 from the date of acquisition on June 20, 2024 through May 31, 2025. The operations of 9 Story are reported in the Entertainment segment. The following table summarizes the unaudited pro-forma consolidated results of operations for the fiscal years ended May 31, 2025 and 2024 as if the acquisition had occurred on June 1, 2023, the beginning of fiscal 2024:
|  |  | 2025 | 2024 |  |
Revenues |  |  |  |  |  |  | $ | 1,631.2 |  |  | $ | 1,671.4 |  |  |  |  |  |  |  |
Net income (loss) |  |  |  |  |  |  |  | (3.1) |  |  |  | 1.9 |  |  |  |  |  |  |  |
The unaudited pro-forma consolidated results above are based on the historical financial statements of the Company and 9 Story and are not necessarily indicative of the results of operations that would have been achieved if the acquisition was completed at the beginning of fiscal 2024 and are not indicative of the future operating results of the combined entities. The financial information for 9 Story prior to the acquisition includes certain adjustments to 9 Story's historical consolidated financial statements to align with U.S. GAAP and the Company's accounting policies. The pro-forma consolidated results of operations also include the effects of purchase accounting adjustments, including amortization charges related to the finite-lived intangible assets acquired, fair value adjustments relating to leases and fixed assets, and the related tax effects assuming that the business combination occurred on June 1, 2023. The Company incurred acquisition‑related costs of $3.0 and $9.3 during the fiscal years ended May 31, 2025 and 2024, which were included in Selling, general and administrative expenses in the Consolidated Statement of Operations. Purchase of Noncontrolling Interest On June 1, 2023, the Company acquired the remaining shares of Make Believe Ideas Limited, a UK-based children's book publishing company, for $2.1, increasing the Company's total ownership from 95.0% to 100%. The acquisition was accounted for as an equity transaction as there was no change in control. The carrying value of the noncontrolling interest at the acquisition date was $1.6. The difference between the fair value of consideration paid and the carrying value was recognized as an adjustment to Additional paid-in capital of $0.5. Other Acquisitions On September 1, 2022, the Company acquired 100% of the share capital of Learning Ovations, Inc., a U.S.-based education technology business and developer of a literacy assessment and instructional system, for $11.1, net of cash acquired. The Company accounted for the acquisition as a business combination under the acquisition method of accounting. Fair values were assigned to the assets and liabilities acquired, including cash, receivables, and technology/know-how. The receivables acquired had a fair value of $0.1 and were collected as of the end of the first quarter of fiscal 2024. The Company utilized internally-developed discounted cash flow forecasts to determine the fair value of the technology/know-how using a discount rate of 17.5% to account for the relative risks of the estimated future cash flows. The Company classified this as a Level 3 fair value measurement due to the use of these significant unobservable inputs. The fair values of the net assets were $3.6, which included $4.1 of amortizable intangible assets attributable to the technology/know-how and a $0.6 deferred tax liability. This acquisition resulted in $7.6 of goodwill that was assigned to the Company's Education Solutions segment and was not deductible for tax purposes. The results of operations of this business subsequent to the acquisition are included in the Education Solutions segment. The transaction was not determined to be material to the Company's results and therefore pro forma financial information has not been presented. During fiscal 2024, the Company assessed the recoverability of the amortizable intangible assets which were impacted by the shift to evidence-based approaches to literacy instruction within the education market. Refer to Note 4, "Asset Write Down," for further details.

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