NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 1 — Basis of Presentation
Throughout this report, when we refer to “Wiley,” the “Company,” “we,” “our,” or “us,” we are referring to John Wiley & Sons, Inc. and all our subsidiaries, except where the context indicates otherwise.
Our Unaudited Condensed Consolidated Financial Statements include all the accounts of the Company and our subsidiaries. We have eliminated all intercompany transactions and balances in consolidation. In the opinion of management, the accompanying Unaudited Condensed Consolidated Financial Statements contain all adjustments, consisting only of normal recurring adjustments, necessary to state fairly the Unaudited Condensed Consolidated Financial Condition, Results of Operations, Comprehensive (Loss) Income and Cash Flows for the periods presented. Operating results for the interim period are not necessarily indicative of the results expected for the full year. All amounts are presented in United States (US) dollars, unless otherwise specified. All amounts are in thousands, except per share amounts, and approximate due to rounding. These financial statements should be read in conjunction with the most recent audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended April 30, 2023 as filed with the SEC on June 26, 2023 (2023 Form 10-K).
Our Unaudited Condensed Consolidated Financial Statements were prepared in accordance with the interim reporting requirements of the SEC. As permitted under those rules, annual footnotes or other financial information that are normally required by US GAAP have been condensed or omitted. The preparation of our Unaudited Condensed Consolidated Financial Statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Certain prior year amounts have been reclassified to conform to the current year’s presentation.
Note 2 — Recent Accounting Standards
Recently Adopted Accounting Standards
Accounting for Contract Assets and Contract Liabilities from Contracts with Customers
In October 2021, the FASB issued ASU 2021-08, “Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers.” This ASU requires that an acquirer recognize, and measure contract assets and contract liabilities acquired in a business combination in accordance with ASC 606 “Revenue from Contracts with Customers” (Topic 606) as if it had originated the contracts. Generally, this would result in an acquirer recognizing and measuring the acquired contract assets and contract liabilities consistent with how they were recognized and measured in the acquiree’s financial statements if the acquiree prepared financial statements in accordance with US GAAP. We adopted ASU 2021-08 on May 1, 2023. The standard is applied prospectively to business combinations occurring on or after the effective date of the amendments. The adoption did not have an impact on our consolidated financial statements at the time of adoption.
Recently Issued Accounting Standards
Segment Reporting - Improvements to Reportable Segment Disclosures
In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280) - Improvements to Reportable Segment Disclosures.” This ASU improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. This ASU is effective for our annual fiscal year 2025, and interim periods starting in fiscal year 2026. Early adoption is permitted. A public entity should apply the amendments in this ASU retrospectively to all prior periods presented in the financial statements. We are currently assessing the impact of the disclosure requirements on our consolidated financial statements.
Disclosure Improvements - Codification Amendment in Response to the SEC’s Disclosure Update and Simplification Initiative
In October 2023, the FASB issued ASU 2023-06, “Disclosure Improvements - Codification Amendment in Response to the SEC’s Disclosure Update and Simplification Initiative.” This ASU modified the disclosure and presentation requirements of a variety of codification topics by aligning them with the SEC’s regulations. The amendments to the various topics should be applied prospectively, and the effective date will be determined for each individual disclosure based on the effective date of the SEC’s removal of the related disclosure. If the SEC has not removed the applicable requirements from Regulation S-X or Regulation S-K by June 30, 2027, then this ASU will not become effective. Early adoption is prohibited. We do not expect the amendments in this ASU to have a material impact to our disclosures in our consolidated financial statements.
Note 3 — 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 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.
Note 4 — Revenue Recognition, Contracts with Customers
Disaggregation of Revenue
In the three months ended July 31, 2023, we reorganized our segments. Our new segment structure consists of three reportable segments which includes (1) Research (no change), (2) Learning, (3) Held For Sale or Sold, as well as a Corporate expense category (no change), which includes certain costs that are not allocated to the reportable segments. Research includes reporting lines of Research Publishing and Research Solutions. Learning includes reporting lines of Academic and Professional. Held for Sale or Sold includes those non-core businesses which we have sold or announced we are divesting and include University Services, Wiley Edge, and CrossKnowledge. Prior period segment results have been revised to the new segment presentation. There were no changes to our consolidated financial results. See Note 10, “Segment Information,” for more details.
The following table presents our revenue from contracts with customers disaggregated by segment and product type.
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended
October 31, | | Six Months Ended
October 31, |
| 2023 | | 2022 | | 2023 | | 2022 |
| Research: | | | | | | | |
| Research Publishing | $ | 219,743 | | | $ | 232,641 | | | $ | 442,743 | | | $ | 472,164 | |
| Research Solutions | 37,927 | | | 38,718 | | | 72,731 | | | 74,108 | |
| Total Research | 257,670 | | | 271,359 | | | 515,474 | | | 546,272 | |
| | | | | | | |
| Learning: | | | | | | | |
| Academic | 89,125 | | | 82,256 | | | 137,417 | | | 141,004 | |
| Professional | 59,815 | | | 57,393 | | | 120,843 | | | 118,292 | |
| Total Learning | 148,940 | | | 139,649 | | | 258,260 | | | 259,296 | |
| | | | | | | |
| Held for Sale or Sold | 86,198 | | | 103,828 | | | 170,087 | | | 196,837 | |
| | | | | | | |
| Total Revenue | $ | 492,808 | | | $ | 514,836 | | | $ | 943,821 | | | $ | 1,002,405 | |
The following information describes our disaggregation of revenue by segment and product type. Overall, the majority of our revenue is recognized over time.
Research
Research customers include academic, corporate, government, and public libraries, funders of research, researchers, scientists, clinicians, engineers and technologists, scholarly and professional societies, and students and professors. Research products are sold and distributed globally through multiple channels, including research libraries and library consortia, independent subscription agents, direct sales to researchers and professional society members, and other customers. Publishing centers include Australia, China, Germany, India, the United Kingdom (UK), and the United States (US). The majority of revenue generated from Research products is recognized over time. Total Research revenue was $257.7 million and $515.5 million in the three and six months ended October 31, 2023, respectively.
We disaggregated revenue by Research Publishing and Research Solutions to reflect the different type of products and services provided.
Research Publishing Products
Research Publishing products provide scientific, technical, medical, and scholarly journals, as well as related content and services, to academic, corporate, and government libraries, learned societies, and individual researchers and other professionals. Research Publishing revenue was $219.7 million and $442.7 million in the three and six months ended October 31, 2023, respectively, and the majority is recognized over time.
In the three and six months ended October 31, 2023, Research Publishing products generated approximately 86% and 87%, respectively, of their revenue from contracts with their customers from Journal Subscriptions (pay to read), Open Access (pay to publish) and Transformational Agreements (read and publish), and the remainder from Licensing, Backfiles, and Other.
Research Solutions Products and Services
Research Solutions products and services include corporate and society service offerings such as advertising, spectroscopy software and spectral databases, job board software and career center services, publishing services such as editorial operations, production, copyediting, system support and consulting, and a journal submission and peer-review management system. In addition, Research Solutions includes Atypon platforms and services. Atypon is a publishing software and service provider that enables scholarly and professional societies and publishers to deliver, host, enhance, market, and manage their content on the web through the LiteratumTM platform. Research Solutions revenue was $37.9 million and $72.7 million in the three and six months ended October 31, 2023, respectively, and the majority is recognized over time.
In the three and six months ended October 31, 2023, Research Solutions products and services generated approximately 68% and 66%, respectively, of their revenue from contracts with their customers from corporate and society offerings and 32% and 34%, respectively, from Atypon platforms and services.
Learning
Learning customers include chain and online booksellers, libraries, colleges and universities, corporations, direct to consumer, web sites, and other online applications. Total Learning revenue was $148.9 million and $258.3 million in the three and six months ended October 31, 2023, respectively.
We disaggregated revenue by type of products provided. Learning products are Academic and Professional.
Academic
Academic products revenue was $89.1 million and $137.4 million in the three and six months ended October 31, 2023, respectively. Academic products and services including scientific, professional, and education print and digital books, and digital courseware to libraries, corporations, students, professionals, and researchers. Communities served include business, finance, accounting, management, leadership, technology, behavioral health, engineering/architecture, science and medicine, and education. Products are developed for worldwide distribution through multiple channels, including chain and online booksellers, libraries, colleges and universities, corporations, direct to consumer, websites, distributor networks and other online applications.
In the three and six months ended October 31, 2023, Academic products generated approximately 60% and 65%, respectively, of their revenue from contracts with their customers for print and digital publishing, which is recognized at a point in time. Digital Courseware products in the three and six months ended October 31, 2023 generate approximately 36% and 28%, respectively, of their revenue from contracts with their customers which is recognized over time. The remainder of their revenues were from Licensing and Other, which has a mix of revenue recognized at a point in time and over time.
Professional
Professional products revenue was $59.8 million and $120.8 million in the three and six months ended October 31, 2023, respectively. Professional provides learning, development, publishing, and assessment services for businesses and professionals.
Our trade publishing produces professional books, which includes business and finance, technology, professional development for educators, test preparation books and other professional categories, as well as the For Dummies® brand. Products are sold to brick-and-mortar and online retailers, wholesalers who supply such bookstores, college bookstores, individual practitioners, corporations, and government agencies.
Our assessments offering includes high-demand soft-skills training solutions that are delivered to organizational clients through online digital delivery platforms, either directly or through an authorized distributor network of independent consultants, trainers, and coaches.
In the three and six months ended October 31, 2023, Professional products generated approximately 56% and 58%, respectively, of their revenue from contracts with their customers for trade print and digital publishing, which is recognized at a point in time. Our assessments offering in the three and six months ended October 31, 2023 generates approximately 34% and 32%, respectively, of their revenue from contracts with their customers which has a mix of revenue recognized at a point in time and over time. The remainder of their revenues were from Licensing and Other, which has a mix of revenue recognized at a point in time and over time.
Held for Sale or Sold
Held for Sale or Sold revenue was $86.2 million and $170.1 million in the three and six months ended October 31, 2023, respectively. Offerings include University Services, Wiley Edge, and CrossKnowledge.
Our University Services business offers institutions and their students a rich portfolio of education technology and student and faculty support services, allowing the institutions to reach more students online with their own quality academic programs. University Services revenue is mainly recognized over time.
Wiley Edge sources, trains, and prepares aspiring students and professionals to meet the skill needs of today’s technology careers, and then places them with some of the world's largest financial institutions, technology companies, and government agencies. Wiley Edge also works with its clients to retrain and retain existing employees so they can continue to meet the changing demands of today’s technology landscape. Wiley Edge revenue is recognized at the point in time the services are provided to its customers.
CrossKnowledge services includes corporate learning online learning and training solutions for global corporations, universities, and small and medium-sized enterprises sold on a subscription or fee basis. CrossKnowledge revenue is recognized over time.
Held for Sale or Sold also includes the revenue associated with those businesses which have been sold which includes Wiley's Efficient Learning test prep portfolio business, and our advancement courses business which were both sold in fiscal year 2023, and our Tuition Manager business which was sold in the three months ended July 31, 2023.
Accounts Receivable, net and Contract Liability Balances
When consideration is received, or such consideration is unconditionally due, from a customer prior to transferring goods or services to the customer under the terms of a contract, a contract liability is recorded. Contract liabilities are recognized as revenue when, or as, control of the products or services are transferred to the customer and all revenue recognition criteria have been met.
The following table provides information about accounts receivable, net and contract liabilities from contracts with customers.
| | | | | | | | | | | | | | | | | |
| October 31, 2023 | | April 30, 2023 | | Increase/
(Decrease) |
| Balances from contracts with customers: | | | | | |
| Accounts receivable, net | $ | 147,253 | | | $ | 310,121 | | | $ | (162,868) | |
Contract liabilities (1) | 235,839 | | | 504,695 | | | (268,856) | |
| Contract liabilities (included in Other long-term liabilities) | $ | 19,563 | | | $ | 17,426 | | | $ | 2,137 | |
| | | | | |
(1) | The sales return reserve recorded in Contract liabilities is $26.2 million and $24.6 million, as of October 31, 2023 and April 30, 2023, respectively. |
For the six months ended October 31, 2023, we estimate that we recognized revenue of approximately 74% that was included in the current contract liability balance at April 30, 2023. For the six months ended October 31, 2022, we estimate that 73% of revenue recognized was included in the current contract liability at April 30, 2022.
The decrease in contract liabilities excluding the sales return reserve, was primarily driven by revenue earned on journal subscription agreements, transformational agreements, and open access, partially offset by renewals of journal subscription agreements, transformational agreements, and open access. In addition, contract liabilities decreased due to the reclassification of the held-for-sale amounts to Current liabilities held-for-sale on the Unaudited Condensed Consolidated Statement of Financial Position as of October 31, 2023.
Remaining Performance Obligations included in Contract Liability
As of October 31, 2023, the aggregate amount of the transaction price allocated to the remaining performance obligations is approximately $255.4 million, which included the sales return reserve of $26.2 million. Excluding the sales return reserve, we expect that approximately $209.6 million will be recognized in the next twelve months with the remaining $19.6 million to be recognized thereafter.
Assets Recognized for the Costs to Fulfill a Contract
Costs to fulfill a contract are directly related to a contract that will be used to satisfy a performance obligation in the future and are expected to be recovered. These costs are amortized on a systematic basis that is consistent with the transfer to the customer of the goods or services to which the asset relates. These types of costs are incurred in the following product types, (1) Research Solutions services, which includes customer specific implementation costs per the terms of the contract and (2) University Services, which is included in the Held for Sale or Sold segment and includes customer specific costs to develop courses per the terms of the contract.
Our assets associated with incremental costs to fulfill a contract, were $10.4 million and $10.6 million at October 31, 2023 and April 30, 2023, respectively, and are included within Other non-current assets at April 30, 2023 and in both Other non-current assets and Non-current assets held-for-sale at October 31, 2023 on our Unaudited Condensed Consolidated Statements of Financial Position. We recorded amortization expense of $1.0 million and $2.7 million in the three and six months ended October 31, 2023, respectively, related to these assets within Cost of sales on our Unaudited Condensed Consolidated Statements of Net (Loss) Income. We recorded amortization expense of $1.1 million and $2.3 million in the three and six months ended October 31, 2022, respectively, related to these assets within Cost of sales on our Unaudited Condensed Consolidated Statements of Net (Loss) Income.
Sales and value-added taxes are excluded from revenues. Shipping and handling costs, which are primarily incurred within the Learning segment, occur before the transfer of control of the related goods. Therefore, in accordance with the revenue standard, it is not considered a promised service to the customer and would be considered a cost to fulfill our promise to transfer the goods. Costs incurred for third party shipping and handling are primarily reflected in Operating and administrative expenses on our Unaudited Condensed Consolidated Statements of Net (Loss) Income. We incurred $6.5 and $13.1 in shipping and handling costs in the three and six months ended October 31, 2023, respectively. We incurred $7.1 and $13.5 in shipping and handling costs in the three and six months ended October 31, 2022, respectively.
Note 5 — Operating Leases
We have contractual obligations as a lessee with respect to offices, warehouses and distribution centers, automobiles, and office equipment.
We determine if an arrangement is a lease at inception of the contract in accordance with guidance detailed in the lease standard and we perform the lease classification test as of the lease commencement date. Right-of-use (ROU) assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term.
The present value of the lease payments is calculated using an incremental borrowing rate, which was determined based on the rate of interest that we would have to pay to borrow an amount equal to the lease payments on a collateralized basis over a similar term. We use an unsecured borrowing rate and risk-adjust that rate to approximate a collateralized rate.
We recognize operating lease expense on a straight-line basis over the term of the lease. Lease payments may be fixed or variable. Only lease payments that are fixed, in-substance fixed or depend on a rate or index are included in determining the lease liability. Variable lease payments include payments made to the lessor for taxes, insurance and maintenance of the leased asset and are recognized as operating costs as incurred.
We apply certain practical expedients allowed by ASC 842, "Leases." Leases that are more than one year in duration are capitalized and recorded on our Unaudited Condensed Consolidated Statements of Financial Position. Leases with an initial term of 12 months or less are recognized as short term lease operating costs on a straight-line basis over the term. We have also elected to account for the lease and non-lease components as a single component. Some of our leases offer an option to extend the term of such leases. We utilize the reasonably certain threshold criteria in determining which options we will exercise.
For operating leases, the ROU assets and liabilities are presented on our Unaudited Condensed Consolidated Statement of Financial Position as follows:
| | | | | | | | | | | |
| October 31, 2023 | | April 30, 2023 |
| Operating lease ROU assets | $ | 79,009 | | | $ | 91,197 | |
| Short-term portion of operating lease liabilities | 17,804 | | | 19,673 | |
| Operating lease liabilities, non-current | $ | 101,816 | | | $ | 115,540 | |
During the six months ended October 31, 2023, we added $0.5 million to the ROU assets and $0.5 million to the operating lease liabilities due to modifications to our existing operating leases.
As a result of the Global Restructuring Program, which included the exit of certain leased office space, we recorded restructuring and related charges. These charges included severance, impairment charges and acceleration of expense associated with certain operating lease ROU assets. See Note 9, “Restructuring and Related Charges” for more information on this program and the charges incurred.
Our total net lease costs are as follows:
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended
October 31, | | Six Months Ended
October 31, |
| 2023 | | 2022 | | 2023 | | 2022 |
| Operating lease cost | $ | 3,855 | | | $ | 4,528 | | | $ | 7,938 | | | $ | 9,710 | |
| Variable lease cost | 297 | | | 264 | | | 582 | | | 542 | |
| Short-term lease cost | 292 | | | 146 | | | 570 | | | 261 | |
| Sublease income | (218) | | | (172) | | | (421) | | | (370) | |
Total net lease cost (1) | $ | 4,226 | | | $ | 4,766 | | | $ | 8,669 | | | $ | 10,143 | |
| | | | | |
(1) | Total net lease cost does not include those costs and sublease income included in Restructuring and related charges on our Unaudited Condensed Consolidated Statements of Net (Loss) Income. This includes those operating leases we had identified as part of our restructuring program that would be subleased. See Note 9, “Restructuring and Related Charges” for more information on this program. |
Other supplemental information includes the following:
| | | | | | | | | | | |
| Six Months Ended
October 31, |
| 2023 | | 2022 |
| Weighted-average remaining contractual lease term (years) | 8 | | 8 |
| Weighted-average discount rate | 6.01 | % | | 5.93 | % |
| Cash paid for amounts included in the measurement of lease liabilities: | | | |
| Operating cash flows from operating leases | $ | 13,117 | | $ | 13,756 |
The table below reconciles the undiscounted cash flows for the first five years and total of the remaining years to the operating lease liabilities recorded in our Unaudited Condensed Consolidated Statement of Financial Position as of October 31, 2023:
| | | | | | | | |
| Fiscal Year | | Operating Lease
Liabilities |
| 2024 (remaining 6 months) | | $ | 12,312 | |
| 2025 | | 23,291 | |
| 2026 | | 21,481 | |
| 2027 | | 16,954 | |
| 2028 | | 13,246 | |
| Thereafter | | 64,185 | |
| Total future undiscounted minimum lease payments | | 151,469 | |
| | |
| Less: Imputed interest | | 31,849 | |
| | |
| Present value of minimum lease payments | | 119,620 | |
| | |
| Less: Current portion | | 17,804 | |
| | |
| Noncurrent portion | | $ | 101,816 | |
Note 6 — Stock-Based Compensation
We have stock-based compensation plans under which employees may be granted performance-based stock awards, other restricted stock awards and options. We recognize the grant date fair value of stock-based compensation in net income on a straight-line basis, net of estimated forfeitures over the requisite service period. The measurement of performance for performance-based stock awards is based on actual financial results for targets established up to three years in advance, or less. For the three and six months ended October 31, 2023, we recognized stock-based compensation expense, on a pretax basis, of $6.5 million and $12.8 million, respectively. For the three and six months ended October 31, 2022, we recognized stock-based compensation expense, on a pretax basis, of $6.9 million and $14.0 million, respectively.
Performance-Based and Other Restricted Stock Activity
Under the terms of our long-term incentive plans, performance-based restricted unit awards are payable in restricted shares of our Class A Common Stock upon the achievement of certain three-year or less financial performance-based targets. During each three-year period or less, we adjust compensation expense based upon our best estimate of expected performance.
We may also grant individual restricted unit awards payable in restricted shares of our Class A Common Stock to key employees in connection with their employment.
The following table summarizes awards we granted to employees (shares in thousands):
| | | | | | | | | | | |
| Six Months Ended
October 31, |
| 2023 | | 2022 |
| Restricted Stock: | | | |
| Awards granted (shares) | 825 | | 539 |
| Weighted average fair value of grant | $ | 31.66 | | | $ | 45.35 | |
Stock Option Activity
We granted 10,000 stock option awards during both the six months ended October 31, 2023 and 2022. Options are exercisable over a maximum period of ten years from the date of grant. These options generally vest 10%, 20%, 30%, and 40% on April 30, or on each anniversary date after the award is granted.
The following table provides the estimated weighted average fair value for options granted during the six months ended October 31, 2023 and 2022 using the Black-Scholes option-pricing model, and the significant weighted average assumptions used in their determination.
| | | | | | | | | | | |
| Six Months Ended
October 31, |
| 2023 | | 2022 |
| Weighted average fair value of options on grant date | $ | 7.94 | | | $ | 9.42 | |
| | | |
| Weighted average assumptions: | | | |
| Expected life of options (years) | 6.3 | | 5.9 |
| Risk-free interest rate | 3.9 | % | | 0.5 | % |
| Expected volatility | 33.5 | % | | 31.2 | % |
| Expected dividend yield | 4.3 | % | | 3.0 | % |
| Fair value of common stock on grant date | $ | 32.68 | | | $ | 45.99 | |
| Exercise price of stock option grant | $ | 32.68 | | | $ | 45.99 | |
Interim President and CEO New Hire Equity Awards
On October 10, 2023, the Company named Mr. Matthew Kissner interim CEO and entered into an employment agreement (Employment Agreement) with him. Under the Employment Agreement, Mr. Kissner will be eligible to participate in the 2024 Executive Long-Term Incentive Plan (ELTIP), with a target long-term incentive equal to $1.8 million.
Sixty percent of the ELTIP value will be delivered in the form of target performance share units and forty percent in restricted share units. The grant date fair value for restricted share units was $30.95 per share and included 20,028 restricted share units which vest 25% each year starting on April 30, 2024 to April 30, 2027. As of October 31, 2023, the performance share units have not yet been granted and are expected to be granted in the third quarter of fiscal year 2024. Awards are subject to forfeiture in the case of voluntary termination prior to vesting, and continued vesting in the case of earlier termination of employment without cause or due to constructive discharge. All other terms and conditions are the same as for other executives, as outlined in the ELTIP grant agreements.
Note 7 — Accumulated Other Comprehensive Loss
Changes in Accumulated other comprehensive loss by component, net of tax, for the three and six months ended October 31, 2023 and 2022 were as follows:
| | | | | | | | | | | | | | | | | | | | | | | |
| Foreign Currency Translation | | Unamortized Retirement Costs | | Interest Rate Swaps | | Total |
| | | | | | | |
| Balance at July 31, 2023 | $ | (315,172) | | | $ | (208,643) | | | $ | 6,770 | | | $ | (517,045) | |
| Other comprehensive (loss) income before reclassifications | (33,865) | | | 8,528 | | | 1,337 | | | (24,000) | |
| Amounts reclassified from accumulated other comprehensive loss | — | | | 1,466 | | | (2,391) | | | (925) | |
| Total other comprehensive (loss) income | (33,865) | | | 9,994 | | | (1,054) | | | (24,925) | |
| Balance at October 31, 2023 | $ | (349,037) | | | $ | (198,649) | | | $ | 5,716 | | | $ | (541,970) | |
| | | | | | | | | | | | | | | | | | | | | | | |
| Balance at April 30, 2023 | $ | (326,346) | | | $ | (206,806) | | | $ | 4,250 | | | $ | (528,902) | |
| Other comprehensive income (loss) before reclassifications | (22,691) | | | 5,204 | | | 6,034 | | | (11,453) | |
| Amounts reclassified from accumulated other comprehensive loss | — | | | 2,953 | | | (4,568) | | | (1,615) | |
| Total other comprehensive income (loss) | (22,691) | | | 8,157 | | | 1,466 | | | (13,068) | |
| Balance at October 31, 2023 | $ | (349,037) | | | $ | (198,649) | | | $ | 5,716 | | | $ | (541,970) | |
| | | | | | | | | | | | | | | | | | | | | | | |
| Foreign Currency Translation | | Unamortized Retirement Costs | | Interest Rate Swaps | | Total |
| | | | | | | |
| Balance at July 31, 2022 | $ | (349,346) | | | $ | (177,145) | | | $ | 3,202 | | | $ | (523,289) | |
| Other comprehensive (loss) income before reclassifications | (36,148) | | | 7,089 | | | 5,804 | | | (23,255) | |
| Amounts reclassified from accumulated other comprehensive loss | — | | | 1,057 | | | (499) | | | 558 | |
| Total other comprehensive (loss) income | (36,148) | | | 8,146 | | | 5,305 | | | (22,697) | |
| Balance at October 31, 2022 | $ | (385,494) | | | $ | (168,999) | | | $ | 8,507 | | | $ | (545,986) | |
| | | | | | | | | | | | | | | | | | | | | | | |
| Balance at April 30, 2022 | $ | (329,566) | | | $ | (182,226) | | | $ | 3,646 | | | $ | (508,146) | |
| Other comprehensive income (loss) before reclassifications | (55,928) | | | 11,068 | | | 5,067 | | | (39,793) | |
| Amounts reclassified from accumulated other comprehensive loss | — | | | 2,159 | | | (206) | | | 1,953 | |
| Total other comprehensive income (loss) | (55,928) | | | 13,227 | | | 4,861 | | | (37,840) | |
| Balance at October 31, 2022 | $ | (385,494) | | | $ | (168,999) | | | $ | 8,507 | | | $ | (545,986) | |
During the three and six months ended October 31, 2023, pretax actuarial losses included in Unamortized Retirement Costs of approximately $2.0 million and $3.9 million, respectively, and in the three and six months ended October 31, 2022, of approximately $1.4 million and $2.9 million, respectively, were amortized from Accumulated other comprehensive loss and recognized as pension and post-retirement benefit expense primarily in Operating and administrative expenses and Other (expense) income, net on our Unaudited Condensed Consolidated Statements of Net (Loss) Income.
Our policy for releasing the income tax effects from accumulated other comprehensive (loss) income is to release when the corresponding pretax accumulated other comprehensive (loss) income items are reclassified to earnings.
Note 8 — Reconciliation of Weighted Average Shares Outstanding
Basic earnings per share is computed by dividing net (loss) income by the weighted average number of common shares outstanding during the period. Diluted earnings per share further includes any common shares available to be issued upon the exercise of unvested, outstanding restricted stock units and other stock awards if such inclusions would be dilutive. The shares associated with performance-based stock awards (PSU) are considered contingently issuable shares and are included in the diluted weighted average number of common shares outstanding when they have met the performance conditions, and when their effect is dilutive. We determine the potentially dilutive common shares for all awards using the treasury stock method.
A reconciliation of the shares used in the computation of (loss) earnings per share follows (shares in thousands):
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended
October 31, | | Six Months Ended
October 31, |
| 2023 | | 2022 | | 2023 | | 2022 |
| Weighted average shares outstanding | 55,102 | | 55,622 | | 55,186 | | 55,679 |
| Shares used for basic earnings per share | 55,102 | | 55,622 | | 55,186 | | 55,679 |
| Dilutive effect of unvested restricted stock units and other stock awards | — | | 573 | | — | | 647 |
| Shares used for diluted earnings per share | 55,102 | | 56,195 | | 55,186 | | 56,326 |
| Antidilutive options to purchase Class A common shares, restricted shares, and contingently issuable restricted stock which are excluded from the table above | 773 | | 523 | | 819 | | 491 |
In calculating diluted net loss per common share for the three and six months ended October 31, 2023 our diluted weighted average number of common shares outstanding excludes the effect of unvested restricted stock units and other stock awards as the effect was anti-dilutive. This occurs when a net loss is reported and the effect of using dilutive shares is antidilutive.
Note 9 — Restructuring and Related Charges
Global Restructuring Program
In May 2022, the Company initiated a global program (Global Restructuring Program) to restructure and align our cost base with current and anticipated future market conditions, which was previously referred to as the Fiscal Year 2023 Restructuring Program. This program included severance related charges for the elimination of certain positions, the exit of certain leased office space, and the reduction of our occupancy at other facilities. Under this program, we reduced our real estate square footage occupancy by approximately 22%.
In the three months ended July 31, 2023, we expanded the scope of the program to include those actions that will focus Wiley on its leading global position in the development and application of new knowledge and drive greater profitability, growth, and cash flow. We will focus on our strongest and most profitable businesses and large market opportunities in Research and Learning, as well as streamline our organization and rightsize our cost structure to reflect these portfolio actions. As part of the Global Restructuring Program, we are further reducing our real estate square footage occupancy by approximately 6% due to actions taken in the six months ended October 31, 2023.
The following tables summarize the pretax restructuring and related charges related to the Global Restructuring Program:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended
October 31, | | Six Months Ended October 31, | | Total Charges
Incurred to Date |
| 2023 | | 2022 | | 2023 | | 2022 | |
| Charges by Segment: | | | | | | | | | |
| Research | $ | 4,755 | | | $ | 1,179 | | | $ | 6,702 | | | $ | 1,260 | | | $ | 9,115 | |
| Learning | 5,859 | | | 3,661 | | | 6,077 | | | 6,792 | | | 13,881 | |
| Held for Sale or Sold | 2,022 | | | 168 | | | 4,645 | | | 3,781 | | | 10,431 | |
| Corporate Expenses | 12,119 | | | 8,673 | | | 19,111 | | | 23,589 | | | 51,990 | |
| Total Restructuring and Related Charges | $ | 24,755 | | | $ | 13,681 | | | $ | 36,535 | | | $ | 35,422 | | | $ | 85,417 | |
| | | | | | | | | |
| Charges by Activity: | | | | | | | | | |
| Severance and termination benefits | $ | 18,619 | | | $ | 5,467 | | | $ | 24,563 | | | $ | 17,564 | | | $ | 50,390 | |
| Impairment of operating lease ROU assets and property and equipment | — | | | 6,590 | | | 1,575 | | | 12,696 | | | 14,271 | |
| Acceleration of expense related to operating lease ROU assets and property and equipment | 152 | | | — | | | 516 | | | 1,840 | | | 2,656 | |
| Facility related charges, net | 558 | | | 999 | | | 1,387 | | | 2,697 | | | 5,537 | |
| Consulting costs | 3,966 | | | 430 | | | 5,789 | | | 430 | | | 8,074 | |
| Other activities | 1,460 | | | 195 | | | 2,705 | | | 195 | | | 4,489 | |
| Total Restructuring and Related Charges | $ | 24,755 | | | $ | 13,681 | | | $ | 36,535 | | | $ | 35,422 | | | $ | 85,417 | |
We incurred severance related charges of $18.6 million and $24.6 million for the three and six months ended October 31, 2023, respectively, and $5.5 million and $17.6 million for the three and six months ended October 31, 2022, respectively, for certain employees affected by the reduction in force under this program who are entitled to severance payments and certain termination benefits.
The impairment charges of $1.6 million for the six months ended October 31, 2023 included the impairment of operating lease ROU assets of $1.2 million related to certain leases that will be subleased, and the related property and equipment of $0.4 million described further below. These charges were recorded in the Research segment. The impairment charges of $6.6 million and $12.7 million for the three and six months ended October 31, 2022, respectively, included the impairment of operating lease ROU assets of $4.7 million and $7.6 million, respectively, related to certain leases that will be subleased, and the related property and equipment of $1.9 million and $5.1 million, respectively described further below. In the three and six months ended October 31, 2022, these charges were recorded in Corporate Expenses.
The acceleration of expense of $0.1 million and $0.5 million in the three and six months ended October 31, 2023, respectively, included the acceleration of rent expense associated with operating lease ROU assets related to certain leases that will be abandoned or terminated, and the related depreciation and amortization of property and equipment. The acceleration of expense of $1.8 million for the six months ended October 31, 2022 included the acceleration of rent expense associated with operating lease ROU assets of $0.9 million related to certain leases that will be abandoned or terminated, and the related depreciation and amortization of property and equipment of $0.9 million.
Due to the actions taken above, we tested the operating lease ROU assets and the related property and equipment for those being subleased for recoverability by comparing the carrying value of the asset group to an estimate of the future undiscounted cash flows expected to result from the use and eventual disposition of the asset group. Based on the results of the recoverability test, we determined that the undiscounted cash flows of the asset groups were below the carrying values. Therefore, there was an indication of impairment. We then determined the fair value of the asset groups by utilizing the present value of the estimated future cash flows attributable to the assets. The fair value of these operating lease ROU assets and the property and equipment immediately subsequent to the impairment was $0.9 million and $12.1 million in the six months ended October 31, 2023 and 2022, respectively, and were categorized as Level 3 within the FASB ASC Topic 820, “Fair Value Measurements” fair value hierarchy.
In addition, we incurred ongoing facility-related costs associated with certain properties that resulted in additional restructuring charges of $0.6 million and $1.4 million in the three and six months ended October 31, 2023, respectively, and $1.0 million and $2.7 million in the three and six months ended October 31, 2022, respectively.
We also incurred consulting costs of $4.0 million and $5.8 million in the three and six months ended October 31, 2023, respectively, and $0.4 million in the three and six months ended October 31, 2022. Additionally, we incurred costs for other activities, which includes relocation and other charges of $1.5 million and $2.7 million in the three and six months ended October 31, 2023, respectively, and $0.2 million in the three and six months ended October 31, 2022.
The following table summarizes the activity for the Global Restructuring Program liability for the six months ended October 31, 2023:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| April 30, 2023 | | Charges | | Payments | | Foreign Translation & Other Adjustments | | October 31, 2023 |
| Severance and termination benefits | $ | 4,572 | | | $ | 24,563 | | | $ | (8,860) | | | $ | (256) | | | $ | 20,019 | |
| Consulting costs | — | | | 5,789 | | | (5,731) | | | (2) | | | 56 | |
| Other activities | 9 | | | 2,705 | | | (778) | | | (4) | | | 1,932 | |
| Total | $ | 4,581 | | | $ | 33,057 | | | $ | (15,369) | | | $ | (262) | | | $ | 22,007 | |
Approximately $19.5 million of the restructuring liability for accrued severance and termination benefits is reflected in Accrued employment costs and approximately $0.5 million is reflected in Other long-term liabilities on our Unaudited Condensed Consolidated Statement of Financial Position. The liabilities for Consulting costs and Other activities are reflected in Other accrued liabilities on our Unaudited Condensed Consolidated Statement of Financial Position.
Business Optimization Program
For the three and six months ended October 31, 2023, we recorded pretax restructuring charges of $0.3 million and $0.7 million, respectively, related to this program. For the three and six months ended October 31, 2022, we recorded pretax restructuring charges of $0.3 million and $1.0 million, respectively, related to this program. We currently do not anticipate any further material charges related to the Business Optimization Program, except for ongoing facility related charges.
Note 10 — Segment Information
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), which includes certain costs that are not allocated to the reportable segments. The operations of University Services, Wiley Edge, and CrossKnowledge are reported in the Held for Sale or Sold segment. Prior period segment results have been revised to the new segment presentation. There were no changes to our consolidated financial results.
•Research is unchanged and includes the reporting lines of Research Publishing and Research Solutions;
•Learning includes the Academic and Professional reporting lines and consists of publishing and related knowledge solutions;
•Held for Sale or Sold includes businesses held-for-sale including University Services, Wiley Edge, and CrossKnowledge, as well as those sold in fiscal year 2024 which includes Tuition Manager, and in fiscal year 2023 Test Prep and Advancement Courses.
We report our segment information in accordance with the provisions of ASC Topic 280, “Segment Reporting.” These segments reflect the way our chief operating decision maker evaluates our business performance and manages the operations. The performance metric used by our chief operating decision maker to evaluate performance of our reportable segments is Adjusted Contribution to Profit.
Segment information is as follows:
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended
October 31, | | Six Months Ended
October 31, |
| 2023 | | 2022 | | 2023 | | 2022 |
Revenue: | | | | | | | |
| Research | $ | 257,670 | | | $ | 271,359 | | | $ | 515,474 | | | $ | 546,272 | |
| Learning | 148,940 | | | 139,649 | | | 258,260 | | | 259,296 | |
Held for Sale or Sold | 86,198 | | | 103,828 | | | 170,087 | | | 196,837 | |
| Total revenue | $ | 492,808 | | | $ | 514,836 | | | $ | 943,821 | | | $ | 1,002,405 | |
| | | | | | | |
| Adjusted Contribution to Profit: | | | | | | | |
| Research | $ | 58,856 | | | $ | 74,458 | | | $ | 112,383 | | | $ | 143,562 | |
| Learning | 39,912 | | | 33,576 | | | 47,538 | | | 37,317 | |
Held for Sale or Sold | 19,100 | | | 6,862 | | | 22,184 | | | (7,246) | |
| Total adjusted contribution to profit | 117,868 | | | 114,896 | | | 182,105 | | | 173,633 | |
| Adjusted corporate contribution to profit | (46,521) | | | (43,501) | | | (88,295) | | | (92,168) | |
Less: Held for Sale or Sold Segment Adjusted Contribution to Profit (1) | (19,100) | | | (6,862) | | | (22,184) | | | 7,246 | |
| Total adjusted operating income | $ | 52,247 | | | $ | 64,533 | | | $ | 71,626 | | | $ | 88,711 | |
| | | | | | | |
| Depreciation and Amortization: | | | | | | | |
| Research | $ | 22,668 | | | $ | 23,384 | | | $ | 45,880 | | | $ | 47,185 | |
| Learning | 13,974 | | | 13,900 | | | 27,526 | | | 27,955 | |
Held for Sale or Sold (2) | — | | | 11,227 | | | 3,437 | | | 27,494 | |
| Total depreciation and amortization | 36,642 | | | 48,511 | | | 76,843 | | | 102,634 | |
| Corporate depreciation and amortization | 3,532 | | | 3,910 | | | 7,059 | | | 8,066 | |
| Total depreciation and amortization | $ | 40,174 | | | $ | 52,421 | | | $ | 83,902 | | | $ | 110,700 | |
| | | | | |
| (1) | Our Adjusted Operating Income excludes the impact of our Held for Sale or Sold Segment Adjusted Operating Income results. |
(2) | We ceased to record depreciation and amortization of long-lived assets for these businesses as of the date the assets were classified as held-for-sale.
On January 1, 2020, Wiley acquired mthree, a talent placement provider that addresses the IT skills gap by finding, training, and placing job-ready technology talent in roles with leading corporations worldwide. Its results of operations are included in our Held for Sale or Sold segment. In late May 2022, Wiley renamed the mthree talent development solution to Wiley Edge and discontinued use of the mthree trademark during the three months ended July 31, 2022. As a result of these actions, we determined that a revision of the useful life was warranted and the intangible asset was fully amortized over its remaining useful life resulting in accelerated amortization expense of $4.6 million in the three months ended July 31, 2022. This amortization expense was an adjustment to the Held for Sale or Sold Adjusted contribution to profit. In addition, it was included in Depreciation and amortization in the table above for segment reporting. |
The following table shows a reconciliation of our consolidated US GAAP Operating Income to Non-GAAP Adjusted Operating Income:
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended
October 31, | | Six Months Ended
October 31, |
| 2023 | | 2022 | | 2023 | | 2022 |
| US GAAP Operating Income | $ | 46,245 | | | $ | 57,439 | | | $ | 29,890 | | | $ | 40,474 | |
| Adjustments: | | | | | | | |
Restructuring and related charges (1) | 25,102 | | | 13,956 | | | 37,225 | | | 36,397 | |
Impairment of goodwill (1) | — | | | — | | | 26,695 | | | — | |
Accelerated amortization of an intangible asset (2) | — | | | — | | | — | | | 4,594 | |
Held for Sale or Sold segment Adjusted Contribution to Profit (3) | (19,100) | | | (6,862) | | | (22,184) | | | 7,246 | |
| Non-GAAP Adjusted Operating Income | $ | 52,247 | | | $ | 64,533 | | | $ | 71,626 | | | $ | 88,711 | |
| | | | | |
(1) | See Note 9, “Restructuring and Related Charges” and Note 12, “Goodwill and Intangible Assets” for these charges by segment. |
| (2) | As described above, this accelerated amortization relates to the mthree trademark. |
(3) | Our Adjusted Operating Income excludes the impact of our Held for Sale or Sold segment Adjusted Operating Income or Loss results. |
See Note 4, “Revenue Recognition, Contracts with Customers,” for revenue from contracts with customers disaggregated by segment and product type for the three and six months ended October 31, 2023 and 2022.
Note 11 — Inventories
Inventories, net consisted of the following:
| | | | | | | | | | | |
| October 31, 2023 | | April 30, 2023 |
| Finished goods | $ | 27,934 | | | $ | 29,339 | |
| Work-in-process | 1,173 | | | 1,031 | |
| Paper and other materials | 229 | | | 248 | |
| Total inventories before estimated sales returns and LIFO reserve | $ | 29,336 | | | $ | 30,618 | |
| Inventory value of estimated sales returns | 7,603 | | | 6,923 | |
| LIFO reserve | (6,808) | | | (6,808) | |
| Inventories, net | $ | 30,131 | | | $ | 30,733 | |
Note 12 — Goodwill and Intangible Assets
Goodwill
The following table summarizes the activity in goodwill by segment as of October 31, 2023:
| | | | | | | | | | | | | | | | | | | | | | | |
| April 30, 2023 (1)(2) | | Impairment | | Foreign Translation Adjustment | | October 31, 2023 |
| Research | $ | 609,729 | | | $ | — | | | $ | (15,123) | | | $ | 594,606 | |
| Learning | 486,025 | | | — | | | 886 | | | 486,911 | |
| Total excluding Held for Sale or Sold segment | 1,095,754 | | | — | | | (14,237) | | | 1,081,517 | |
| Held for Sale or Sold | 108,296 | | | (26,695) | | | (439) | | | 81,162 | |
| Total including Held for Sale or Sold segment | $ | 1,204,050 | | | $ | (26,695) | | | $ | (14,676) | | | $ | 1,162,679 | |
| | | | | |
(1) | The Held for Sale or Sold goodwill balance as of April 30, 2023 includes a cumulative pretax noncash goodwill impairment of $209.8 million. |
(2) | In the three months ended July 31, 2023, we reorganized our segments and due to this realignment have reallocated goodwill. |
Change in Segment Reporting Structure and New Reporting Units
In the three months ended July 31, 2023, we reorganized our segments. Our new segment reporting structure consists of three reportable segments which includes Research (no changes), Learning, and Held for Sale or Sold, as well as a Corporate expense category (no change), which includes certain costs that are not allocated to the reportable segments. See Note 10, “Segment Information,” for more details. The Learning reportable segment includes two reporting units, Academic and Professional. The Held for Sale or Sold reportable segment includes three reporting units, University Services, Wiley Edge and CrossKnowledge. No changes were made to the Research reportable segment.
Due to this realignment, we have reallocated goodwill to our reporting units on a relative fair value basis.
As a result of this realignment, we are required to test goodwill for impairment immediately before and after the realignment. Since there were no changes to the Research reportable segment, no impairment test of the Research segment goodwill was required.
We estimated the fair value of the reporting units using a weighting of fair values derived from an income and a market approach. Under the income approach, we determined the fair value of a reporting unit based on the present value of estimated future cash flows. Cash flow projections are based on our best estimates of forecasted economic and market conditions over the period including growth rates, expected changes in operating cash flows and cash expenditures. The discount rate used is based on a weighted average cost of capital adjusted for the relevant risk associated with the characteristics of the business and the projected cash flows. The market approach estimates fair value based on market multiples of current and forward 12-month revenue or EBITDA, as applicable, derived from comparable publicly traded companies with similar operating and investment characteristics as the reporting unit.
Goodwill Impairment Before Realignment
Prior to the realignment, we concluded that the fair value of the Academic Publishing, Talent Development (which includes Wiley Edge) and Professional Learning reporting units were above their carrying values. Therefore, there was no indication of impairment. The carrying value of the University Services reporting unit was above its fair value which resulted in a pretax non-cash goodwill impairment of $11.4 million. Such impairment reduced the goodwill of the University Services reporting unit to zero. This charge is reflected in Impairment of goodwill in the Unaudited Condensed Consolidated Statements of Net (Loss) Income.
University Services was adversely impacted by market conditions and headwinds for online degree programs, which lead to a decline in projected enrollments from existing partners, pricing pressures and revenue share concessions, and a decline in new partner additions over both the short-term and long-term which adversely impacted forecasted revenue growth and operating cash flows.
Prior to performing the goodwill impairment test for University Services, we also evaluated the recoverability of long-lived assets of the reporting unit. The carrying value of the long-lived assets that were tested for impairment was approximately $231.0 million. When indicators of impairment are present, we test definite lived and long-lived assets for recoverability by comparing the carrying value of an asset group to an estimate of the future undiscounted cash flows expected to result from the use and eventual disposition of the asset group. We considered the lower-than-expected revenue and forecasted operating cash flows over a sustained period of time, and downward revisions to our cash flow forecasts for this reporting unit to be indicators of impairment for their long-lived assets. Based on the results of the recoverability test, we determined that the undiscounted cash flows of the asset group of the University Services reporting unit exceeded the carrying value. Therefore, there was no impairment.
Goodwill Impairment After Realignment
After the realignment, we concluded that the fair value of the Academic, Professional, and Wiley Edge reporting units were above their carrying values. Therefore, there was no indication of impairment. As noted above, the goodwill of the University Services reporting unit was zero and no further testing of goodwill for impairment was required. The carrying value of the CrossKnowledge reporting unit was above its fair value which resulted in a pretax non-cash goodwill impairment of $15.3 million. This charge is reflected in Impairment of goodwill in the Unaudited Condensed Consolidated Statements of Net (Loss) Income.
CrossKnowledge was adversely impacted by a decline in the demand for its offerings, which have resulted in lower sales and a decline in average contract value, that adversely impacted forecasted revenue growth and operating cash flows.
Prior to performing the goodwill impairment test for CrossKnowledge, we also evaluated the recoverability of long-lived assets of the reporting unit. The carrying value of the long-lived assets that were tested for impairment was approximately $50.2 million. When indicators of impairment are present, we test definite lived and long-lived assets for recoverability by comparing the carrying value of an asset group to an estimate of the future undiscounted cash flows expected to result from the use and eventual disposition of the asset group. We considered the lower-than-expected revenue and forecasted operating cash flows over a sustained period of time, and downward revisions to our cash flow forecasts for this reporting unit to be indicators of impairment for their long-lived assets. Based on the results of the recoverability test, we determined that the undiscounted cash flows of the asset group of the CrossKnowledge reporting unit exceeded the carrying value. Therefore, there was no impairment.
Intangible Assets
Intangible assets, net were as follows:
| | | | | | | | | | | |
| October 31, 2023 | | April 30, 2023 ⁽¹⁾ |
| Intangible assets with definite lives, net: | | | |
| Content and publishing rights | $ | 439,157 | | | $ | 462,463 | |
| Customer relationships | 43,708 | | | 217,346 | |
| Developed technology | 22,751 | | | 45,500 | |
| Brands and trademarks | 6,188 | | | 7,281 | |
| Covenants not to compete | 48 | | | 300 | |
| Total intangible assets with definite lives, net | 511,852 | | | 732,890 | |
| Intangible assets with indefinite lives: | | | |
| Brands and trademarks | 37,000 | | | 37,000 | |
| Publishing rights | 81,710 | | | 84,904 | |
| Total intangible assets with indefinite lives | 118,710 | | | 121,904 | |
| Total intangible assets, net | $ | 630,562 | | | $ | 854,794 | |
| | | | | |
(1) | The developed technology balance as of April 30, 2023 is presented net of accumulated impairments and write-offs of $2.8 million. The indefinite-lived brands and trademarks balance as of April 30, 2023 is net of accumulated impairments of $93.1 million. |
Note 13 — Income Taxes
Our effective tax rate fluctuates based on, among other factors, where income is earned and the level of income relative to tax attributes. The effective tax rate for the three and six months ended October 31, 2023, was 11.7% and 13.2%, compared with 21.0% and 18.4% for the three and six months ended October 31, 2022.
The effective tax rate for the three months ended October 31, 2023 was lower than the US statutory rate primarily due to the held-for-sale impairment described in Note 3, "Acquisitions and Divestitures," which resulted in a deferred tax benefit, the impact of US tax incentives and other discrete items offset by the mix of non-US income.
The effective tax rate for the six months ended October 31, 2023, was lower than the US statutory rate primarily due to the impairment of goodwill resulting from the segment realignment described in Note 12, "Goodwill and Intangible Assets," as well as the held-for-sale impairment described in Note 3, "Acquisitions and Divestitures," which resulted in a deferred tax benefit, the impact of US tax incentives and other discrete items offset by the mix of non-US income.
The effective tax rate for the three and six months ended October 31, 2023, was lower than the effective tax rate for the three and six months ended October 31, 2022, primarily due to the same factors described above. The impairment of goodwill resulting from the segment realignment described in Note 12, "Goodwill and Intangible Assets," results in a tax benefit of $2.7 million and the impairment charge related to assets held-for-sale and loss on sale of a business described in Note 3, "Acquisitions and Divestitures" results in a tax benefit of $19.2 million.
Each year we file many tax returns given the number of national, state, and local tax jurisdictions in which we operate. These tax returns are subject to examination by the tax authorities. As a result, there is an uncertainty in income taxes recognized in our financial statements in accordance with accounting for income taxes and accounting for uncertainty in income taxes. The ultimate resolution of such uncertainties is not expected to have a material impact on the results of our operations.
Note 14 — Retirement Plans
The components of net pension expense (income) for our defined benefit plans were as follows:
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended
October 31, | | Six Months Ended
October 31, |
| 2023 | | 2022 | | 2023 | | 2022 |
| Service cost | $ | 132 | | | $ | 192 | | | $ | 266 | | | $ | 392 | |
| Interest cost | 6,872 | | | 5,994 | | | 13,819 | | | 12,183 | |
| Expected return on plan assets | (7,398) | | | (8,038) | | | (14,889) | | | (16,422) | |
| Amortization of prior service cost | (24) | | | (24) | | | (47) | | | (47) | |
| Amortization of net actuarial loss | 2,000 | | | 1,467 | | | 4,026 | | | 2,991 | |
| Net pension expense (income) | $ | 1,582 | | | $ | (409) | | | $ | 3,175 | | | $ | (903) | |
The service cost component of net pension expense (income) is reflected in Operating and administrative expenses on our Unaudited Condensed Consolidated Statements of Net (Loss) Income. The other components of net pension expense (income) are reported separately from the service cost component and below Operating income. Such amounts are reflected in Other (expense) income, net on our Unaudited Condensed Consolidated Statements of Net (Loss) Income.
Employer defined benefit pension plan contributions were $3.6 million and $7.7 million for the three and six months ended October 31, 2023, respectively, and $3.5 million and $7.4 million for the three and six months ended October 31, 2022, respectively.
Defined Contribution Savings Plans
The expense for employer defined contribution savings plans was $6.7 million and $14.4 million for the three and six months ended October 31, 2023, respectively, and $6.8 million and $15.6 million for the three and six months ended October 31, 2022, respectively.
Note 15 — Debt and Available Credit Facilities
Our total debt outstanding consisted of the amounts set forth in the following table:
| | | | | | | | | | | |
| October 31, 2023 | | April 30, 2023 |
Short-term portion of long-term debt (1) | $ | 5,000 | | | $ | 5,000 | |
| | | |
Term loan A - Amended and Restated CA (2) | 189,337 | | | 191,757 | |
| Revolving credit facility - Amended and Restated CA | 748,287 | | | 551,535 | |
| Total long-term debt, less current portion | 937,624 | | | 743,292 | |
| | | |
| Total debt | $ | 942,624 | | | $ | 748,292 | |
| | | | | |
(1) | Relates to our term loan A under the Amended and Restated CA. |
(2) | Amounts are shown net of unamortized issuance costs of $0.7 million as of October 31, 2023 and $0.7 million as of April 30, 2023. |
Amended and Restated CA
On November 30, 2022, we entered into the second amendment to the Third Amended and Restated Credit Agreement (collectively, the Amended and Restated CA). The Amended and Restated CA as of November 30, 2022 provided for senior unsecured credit facilities comprised of a (i) five-year revolving credit facility in an aggregate principal amount up to $1.115 billion, which matures November 2027, (ii) a five-year term loan A facility consisting of $200 million, which matures November 2027, and (iii) $185 million aggregate principal amount revolving credit facility through May 2024.
Under the terms of the Amended and Restated CA, which can be drawn in multiple currencies, we have the option of borrowing at the following floating interest rates depending on the currency borrowed: (i) at a rate based on the US Secured Overnight Financing Rate (SOFR), the Sterling Overnight Index Average Rate (SONIA) or a EURIBOR-based rate, each rate plus an applicable margin ranging from 0.98% to 1.50%, depending on our consolidated net leverage ratio, as defined, or (ii) at the lender’s base rate plus an applicable margin ranging from zero to 0.50%, depending on our consolidated net leverage ratio. With respect to SOFR loans, there is a SOFR adjustment of between 0.10% and 0.25% depending on the duration of the loan. The lender’s base rate is defined as the highest of (i) the US federal funds effective rate plus a 0.50% margin, (ii) the Daily SOFR rate, as defined, plus a 1.00% margin, or (iii) the Bank of America prime lending rate. In addition, we pay a facility fee for the Amended and Restated CA ranging from 0.15% to 0.25% depending on our consolidated net leverage ratio. We also have the option to request an increase in the revolving credit facility by an amount not to exceed $500 million, in minimum increments of $50 million, subject to the approval of the lenders.
The Amended and Restated CA contains certain customary affirmative and negative covenants, including a financial covenant in the form of a consolidated net leverage ratio and consolidated interest coverage ratio, which we were in compliance with as of October 31, 2023.
In the three months ended January 31, 2023, we incurred $4.5 million of costs related to the second amendment of the Amended and Restated CA which resulted in total costs capitalized of $5.8 million for the Amended and Restated CA. The amount related to the term loan A facility was $0.8 million, consisting of lender fees of $0.8 million recorded as a reduction to Long-term debt and non-lender fees of less than $0.1 million included in Other non-current assets on our Unaudited Condensed Consolidated Statement of Financial Position. The amount related to the revolving credit facility of which a portion matures in May 2024 and in November 2027 was $0.2 million and $4.8 million, respectively, all of which is included in Other non-current assets on our Unaudited Condensed Consolidated Statement of Financial Position.
We incurred a loss of $(0.2) million on the write-off of unamortized deferred costs in connection with the second amendment of the Amended and Restated CA which is reflected in Other (expense) income, net on our Unaudited Condensed Consolidated Statements of Net (Loss) Income for the three months ended January 31, 2023.
The amortization expense of the costs incurred related to the Amended and Restated CA related to the lender and non-lender fees is recognized over a five-year term for credit commitments that mature in November 2027 and an 18-month term for credit commitments that mature in May 2024. Total amortization expense was $0.3 million and $0.6 million for the three and six months ended October 31, 2023, respectively, and is included in Interest expense on our Unaudited Condensed Consolidated Statements of Net (Loss) Income. Total amortization expense was $0.3 million and $0.5 million for the three and six months ended October 31, 2022, respectively, and is included in Interest expense on our Unaudited Condensed Consolidated Statements of Net (Loss) Income.
As of October 31, 2023, we had approximately $552.7 million of unused borrowing capacity under our Amended and Restated CA and other facilities.
The weighted average interest rates on total debt outstanding during the three and six months ended October 31, 2023 were 5.61% and 5.45%, respectively. The weighted average interest rates on total debt outstanding during the three and six months ended October 31, 2022 were 3.70% and 3.31%, respectively. As of October 31, 2023 and April 30, 2023, the weighted average interest rates for total debt were 5.62% and 4.76%, respectively.
Note 16 — Derivative Instruments and Hedging Activities
From time-to-time, we enter into forward exchange and interest rate swap contracts as a hedge against foreign currency asset and liability commitments, changes in interest rates and anticipated transaction exposures, including intercompany sales and purchases. All derivatives are recognized as assets or liabilities and measured at fair value. Derivatives that are not determined to be effective hedges are adjusted to fair value with a corresponding adjustment to earnings. We do not use financial instruments for trading or speculative purposes.
Interest Rate Contracts
As of October 31, 2023, we had total debt outstanding of $942.6 million, net of unamortized issuance costs of $0.7 million of which $943.3 million are variable rate loans outstanding under the Amended and Restated CA, which approximated fair value.
The following table summarizes our interest rate swaps designated as cash flow hedges:
| | | | | | | | | | | | | | | | | | | | |
| | | Notional Amount | | |
Hedged Item (1) | Date entered into | Nature of Swap | October 31, 2023 | April 30, 2023 | Fixed Interest Rate | Variable Interest Rate |
| Amended and Restated CA | March 15, 2023 | Pay fixed/receive variable | $ | 50,000 | | $ | 50,000 | | 3.565 | % | 1-month SOFR reset every month for a 3-year period ending April 15, 2026 |
| Amended and Restated CA | March 14, 2023 | Pay fixed/receive variable | 50,000 | | 50,000 | | 4.053 | % | 1-month SOFR reset every month for a 3-year period ending March 15, 2026 |
| Amended and Restated CA | March 13, 2023 | Pay fixed/receive variable | 50,000 | | 50,000 | | 3.720 | % | 1-month SOFR reset every month for a 3-year period ending March 15, 2026 |
| Amended and Restated CA | December 13, 2022 | Pay fixed/receive variable | 50,000 | | 50,000 | | 3.772 | % | 1-month SOFR reset every month for a 3-year period ending December 15, 2025 |
| Amended and Restated CA | June 16, 2022 | Pay fixed/receive variable | 100,000 | | 100,000 | | 3.467 | % | 1-month SOFR reset every month for a 2-year period ending May 15, 2024 |
| Amended and Restated CA | April 6, 2022 | Pay fixed/receive variable | 100,000 | | 100,000 | | 2.588 | % | 1-month SOFR reset every month for a 2-year period ending April 15, 2024 |
| Amended and Restated CA | April 12, 2021 | Pay fixed/receive variable | 100,000 | | 100,000 | | 0.465 | % | 1-month SOFR reset every month for a 3-year period ending April 15, 2024 |
| | | $ | 500,000 | | $ | 500,000 | | | |
| | | | | |
(1) | On November 30, 2022, we entered into the Second Amendment to our Amended and Restated CA. Refer to Note 15, "Debt and Available Credit Facilities" for more information related to our Amended and Restated CA. |
We record the fair value of our interest rate swaps on a recurring basis using Level 2 inputs of quoted prices for similar assets or liabilities in active markets. The fair value of the interest rate swaps as of October 31, 2023 was a deferred gain of $9.3 million. Based on the maturity dates of the contracts, $4.8 million of the deferred gain as of October 31, 2023 was recorded within Prepaid expenses and other current assets, and $4.5 million of the deferred gain was recorded within Other non-current assets.
The fair value of the interest rate swaps as of April 30, 2023 was a deferred loss of $(0.6) million and a deferred gain of $7.8 million. Based on the maturity dates of the contracts, the entire deferred loss as of April 30, 2023 was recorded within Other long-term liabilities, $6.4 million of the deferred gain was recorded within Prepaid expenses and other current assets, and $1.4 million was recorded within Other non-current assets.
The pretax gains that were reclassified from Accumulated other comprehensive loss into Interest expense for the three and six months ended October 31, 2023 were $3.2 million and $6.1 million, respectively. The pretax gains that were reclassified from Accumulated other comprehensive loss into Interest expense for the three and six months ended October 31, 2022 were $0.7 million and $0.3 million, respectively.
Foreign Currency Contracts
We may enter into forward exchange contracts to manage our exposure on certain foreign currency denominated assets and liabilities. The forward exchange contracts are marked to market through Foreign exchange transaction (losses) gains on our Unaudited Condensed Consolidated Statements of Net (Loss) Income and carried at fair value on our Unaudited Condensed Consolidated Statements of Financial Position. Foreign currency denominated assets and liabilities are remeasured at spot rates in effect on the balance sheet date, with the effects of changes in spot rates reported in Foreign exchange transaction (losses) gains on our Unaudited Condensed Consolidated Statements of Net (Loss) Income.
As of October 31, 2023, and April 30, 2023, we did not maintain any open forward exchange contracts. In addition, we did not maintain any open forward contracts during the six months ended October 31, 2023 and 2022.
Note 17 — Capital Stock and Changes in Capital Accounts
Share Repurchases
The following table summarizes the share repurchases of Class A and Class B Common Stock (shares in thousands):
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended
October 31, | | Six Months Ended
October 31, |
| 2023 | | 2022 | | 2023 | | 2022 |
| Shares repurchased - Class A | 367 | | | 170 | | | 668 | | | 382 | |
| Shares repurchased - Class B | 1 | | | — | | | 1 | | | — | |
| Average Price - Class A and Class B | $ | 33.97 | | | $ | 44.24 | | | $ | 33.64 | | | $ | 45.84 | |
Dividends
The following table summarizes the cash dividends paid during the six months ended October 31, 2023:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Date of Declaration by
Board of Directors | | Quarterly Cash Dividend | | Total Dividend | | Class of Common Stock | | Dividend Paid Date | | Shareholders of
Record as of Date |
| June 26, 2023 | | $0.3500 per common share | | $19.4 million | | Class A and Class B | | July 20, 2023 | | July 6, 2023 |
| September 28, 2023 | | $0.3500 per common share | | $19.3 million | | Class A and Class B | | October 25, 2023 | | October 10, 2023 |
Changes in Common Stock
The following is a summary of changes during the six months ended October 31, in shares of our common stock and common stock in treasury (shares in thousands):
| | | | | | | | | | | |
| Changes in Common Stock A: | 2023 | | 2022 |
| Number of shares issued, beginning of year | 70,231 | | 70,226 |
| Common stock class conversions | 3 | | 2 |
| Number of shares issued, end of period | 70,234 | | 70,228 |
| | | |
| Changes in Common Stock A in treasury: | | | |
| Number of shares held, beginning of year | 23,983 | | 23,515 |
| Purchases of treasury shares | 668 | | 382 |
| Restricted shares issued under stock-based compensation plans – non-PSU Awards | (151) | | (125) |
| Restricted shares issued under stock-based compensation plans – PSU Awards | (233) | | (150) |
| Shares issued to directors | (7) | | (3) |
| Shares withheld for taxes | 133 | | 100 |
| Number of shares held, end of period | 24,393 | | 23,719 |
| Number of Common Stock A outstanding, end of period | 45,841 | | 46,509 |
| | | | | | | | | | | |
| Changes in Common Stock B: | 2023 | | 2022 |
| Number of shares issued, beginning of year | 12,951 | | 12,956 |
| Common stock class conversions | (3) | | (2) |
| Number of shares issued, end of period | 12,948 | | 12,954 |
| | | |
| Changes in Common Stock B in treasury: | | | |
| Number of shares held, beginning of year | 3,925 | | 3,924 |
| Purchases of treasury shares | 1 | | — |
| Number of shares held, end of period | 3,926 | | 3,924 |
| Number of Common Stock B outstanding, end of period | 9,022 | | 9,030 |
Note 18 — Commitments and Contingencies
Legal Proceedings
We are involved in routine litigation in the ordinary course of our business. A provision for litigation is accrued when information available to us indicates that it is probable a liability has been incurred and the amount of loss can be reasonably estimated. Significant judgment may be required to determine both the probability and estimates of loss. When the amount of the loss can only be estimated within a range, the most likely outcome within that range is accrued. If no amount within the range is a better estimate than any other amount, the minimum amount within the range is accrued. When uncertainties exist related to the probable outcome of litigation and/or the amount or range of loss, we do not record a liability, but disclose facts related to the nature of the contingency and possible losses if management considers the information to be material. Reserves for legal defense costs are recognized when incurred. The accruals for loss contingencies and legal costs are reviewed regularly and may be adjusted to reflect updated information on the status of litigation and advice of legal counsel. In the opinion of management, the ultimate resolution of all pending litigation as of October 31, 2023, will not have a material effect on our consolidated financial condition or results of operations.
Non-Income Tax Matters
We conduct operations in many tax jurisdictions, and non-income-based taxes, such as sales, use, value-added, goods and services, and other taxes, are assessed on our operations in many jurisdictions. Although we are diligent in collecting and remitting such taxes, there is uncertainty as to the appropriate tax treatment of digital goods and services in many jurisdictions. No assessment has been made, and we have received no indication that an assessment will be made, with respect to such taxes. Therefore, no provisions have been recorded for uncertainties in sales, use, value-added, goods and services, or other indirect tax liabilities in the accompanying consolidated financial statements. Nonetheless, changes in law or interpretation may occur in the future, which may have a material effect on the consolidated results of operations or cash flows in the period in which a new determination is made.
