Acquisitions and Divestitures

12 Months Ended

Apr. 30, 2025

Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]

Acquisitions

Pro forma financial information related to this acquisition has not been provided as it is not material to our consolidated results of operations.

Fiscal Year 2025

On February 3, 2025, we completed the acquisition of an immaterial business included in our Learning segment. The allocation of the total consideration transferred to the assets acquired, including intangible assets and goodwill, and the liabilities assumed will be finalized within the measurement period, which will not exceed one year from the acquisition date.

Divestitures

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. As of the second quarter of fiscal year 2025, we completed our plan to divest these businesses.

On January 1, 2024, we sold University Services. On May 31, 2024, we sold Wiley Edge, with the exception of its India operations, which sold on August 31, 2024. On August 31, 2024, we also sold CrossKnowledge.

In accordance with FASB ASC Topic 205, “Presentation of Financial Statements,” we determined that the 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 Consolidated Statements of Financial Position until the date of sale.

For the years ended April 30, 2025, 2024, and 2023, we recorded net pretax (loss) gain on sale of businesses, assets, and impairment charges related to assets held-for-sale as follows:


	For the Years Ended April 30,
	2025		2024		2023
CrossKnowledge	$	4,119	$	(55,440)	$	—
Wiley Edge	(14,852)		(19,401)		—
University Services	(12,578)		(107,048)		—
Tuition Manager	120		(1,500)		—
Test Prep and Advancement Courses	—		—		10,177
Sale of assets	(149)		—		—
Net (loss) gain on sale of businesses, assets, and impairment charges related to assets held-for-sale	$	(23,340)	$	(183,389)	$	10,177

These charges are reflected in Net (loss) gain on sale of businesses, assets, and impairment charges related to assets held-for-sale on our Consolidated Statements of Income (Loss).

Fiscal Year 2025

CrossKnowledge

On August 31, 2024, we completed the sale of CrossKnowledge, which was included in our Held for Sale or Sold segment, pursuant to a stock and asset purchase agreement (CrossKnowledge Agreement) with MS International Software, LLC, a Delaware limited liability company (MS International). The selling price for CrossKnowledge, which was subsequently updated during the year ended April 30, 2025, had an estimated fair value of $3.0 million.

The pretax loss on sale was $51.3 million after accounting for the assets sold, liabilities transferred upon sale, transaction costs, and the write-off of cumulative translation adjustments in earnings. In connection with the held-for-sale classification prior to the sale, we recognized cumulative impairment charges of $51.0 million on the remeasurement of the disposal group at the lower of carrying value or fair value less costs to sell, which included $55.4 million recognized in fiscal year 2024. Upon the completion of the sale, we recognized a net gain of $4.1 million in the year ended April 30, 2025 primarily due to subsequent changes in the fair value less costs to sell, as well as changes in the carrying amount of the disposal group.

We entered into a transition services agreement to facilitate the transition of the divested business.

Wiley Edge

On May 31, 2024, we completed the sale of Wiley Edge with the exception of its India operations which sold on August 31, 2024, 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). The selling price for Wiley Edge at the date of sale including India, which was subsequently updated during the year ended April 30, 2025, had a fair value of $23.3 million paid in the form of: (i) cash of $10.0 million, (ii) an unsecured promissory note with an aggregate principal amount of $13.3 million (Inspirit Seller Note), which was subject to customary working capital adjustments, and (iii) additional contingent consideration in the form of an earnout recorded at a fair value of zero 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 April 30, 2025, the Inspirit Seller Note is reflected in Other non-current assets in our 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 Consolidated Statements of Income (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 since the Wiley Edge Earnout amount is subject to change based on final results and calculations. The fair value of the Wiley Edge Earnout at the date of the sale was based on a Monte Carlo simulation and was initially valued at $15.0 million. Due to changes in market conditions during the third quarter of fiscal year 2025 that negatively impacted placements and the outlook for the business, the updated gross profit forecast indicated that the gross profit for each of the earnout periods will be below the gross profit targets as defined in the Edge Agreement which would result in zero amount being paid to Wiley in each of the respective periods. As a result, in the third quarter of fiscal year 2025 we reduced the fair value of the Wiley Edge Earnout from $15.0 million at the date of sale to zero.

The pretax loss on sale was $34.3 million after accounting for the assets sold, liabilities transferred upon sale, transaction costs, and the write-off of cumulative translation adjustments in earnings. 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 a net loss of $14.9 million in the year ended April 30, 2025 primarily due to subsequent changes in the fair value less costs to sell, partially offset by the sale of the India operations.

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 (University Services Agreement) with Academic Partnerships LLC, a Delaware limited liability company (Academic Partnerships), and Education Services Upper Holdings Corp., a Delaware corporation (Upper Holdings). The pretax loss on sale as of April 30, 2024 was $107.0 million, after accounting for the assets sold, liabilities transferred upon sale, and transaction costs.

The selling price for University Services included (i) an unsecured promissory note (University Services Seller Note); (ii) additional contingent consideration in the form of an earnout recorded at fair value based on revenue targets during each of the two fiscal years in the period from May 1, 2024 through April 30, 2026 (University Services Earnout); and (iii) a number of common units of TVG-Academic Partnerships Holdings, LLC, the ultimate parent company of Academic Partnerships equal to 10% of the total common units outstanding accounted for under the cost method minus impairment (TVG Investment).

As of April 30, 2025 in our Consolidated Statements of Financial Position, the aggregate amounts reflected in Other non-current assets for the principal and interest amount of the University Services Seller Note, the TVG Investment, and the long-term portion of the University Services Earnout was $110.0 million. In addition, the short-term portion of the University Services Earnout was $9.5 million reflected in Prepaid expenses and other current assets.

On June 5, 2025, Wiley entered into an agreement with Metis Aggregator L.P. and Vistria AP Aggregator, LLC to sell the Seller Note, the fiscal year 2026 University Services Earnout, and the TVG Investment, and agreed with Upper Holdings and Academic Partnerships on the fiscal year 2025 University Services Earnout for total cash consideration of $119.5 million (Sale Agreement) which was fully paid in June 2025. As a result of this Sale Agreement, all amounts due to Wiley in accordance with the University Services Agreement have been settled.

In the year ended April 30, 2025, due to the process of selling these assets, as well as third-party customer consents, working capital adjustments, and changes in the costs to sell, we recognized an additional net loss on sale and impairments of assets of $12.6 million.

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, for a pretax loss on sale of $1.4 million, of which $1.5 million was recognized in the year ended April 30, 2024 and a gain of $0.1 million was recognized in the year ended April 30, 2025 due to additional cash received.

Fiscal Year 2023

Test Prep and Advancement Courses

On February 28, 2023, we completed the sale of Wiley’s Efficient Learning test prep portfolio business. In addition, on March 31, 2023, we completed the sale of our advancement courses business. Both were included in our Held for Sale or Sold segment. Neither disposition constituted a strategic shift, and the impact on our overall operations and financial results was not material. Accordingly, the operations associated with the dispositions are not reported in discontinued operations. The selling price for both dispositions was $16.5 million, which included $15.5 million of cash received net of transaction costs at the date of sale, and $1.0 million of additional cash received after the date of sale. The pretax gain on sale was $10.2 million, after accounting for the assets sold, liabilities transferred upon sale, and transaction costs.

Assets and Liabilities Held-for-Sale

There are no assets or liabilities held-for-sale as of April 30, 2025. The major categories of assets and liabilities that have been classified as held-for-sale on the 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 (1)	$	6,305	$	9,887	$	16,192
Accounts receivable, net	12,914		13,897		26,811
Prepaid expenses and other current assets (1)	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


(1)			The following table shows a reconciliation of our cash, cash equivalents, and restricted cash included in current assets held-for-sale in our Consolidated Statement of Financial Position to our Consolidated Statement of Cash Flows for the year ended April 30, 2024:


Cash and cash equivalents	$	83,249
Restricted cash included in Prepaid expenses and other current assets	50
Total cash, cash equivalents, and restricted cash per Consolidated Statement of Financial Position as of April 30, 2024	83,299
Cash and cash equivalents held-for-sale	16,192
Restricted cash held-for-sale included in Prepaid expenses and other current assets	52
Total cash, cash equivalents, and restricted cash held-for-sale as of April 30, 2024	16,244
Total cash, cash equivalents, and restricted cash per Consolidated Statement of Cash Flows for the year ended April 30, 2024	$	99,543

Sale of Assets

In the second quarter of fiscal year 2025, we sold a facility which was reflected in Technology, property, and equipment, net in our Consolidated Statements of Financial Position which resulted in a pretax loss on sale of $0.2 million, and we received net cash of $8.5 million.

JOHN WILEY & SONS, INC. 10-K