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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
xQUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended July 31, 2024
OR
oTRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from_____ to _____
Commission File No. 001-11507
JOHN WILEY & SONS, INC.
(Exact name of Registrant as specified in its charter)
New York13-5593032
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)
111 River Street, Hoboken, New Jersey
07030
(Address of principal executive offices)Zip Code
(201) 748-6000
Registrant’s telephone number, including area code
Not Applicable
Former name, former address and former fiscal year, if changed since last report
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading SymbolName of each exchange on which registered
Class A Common Stock, par value $1.00 per shareWLYNew York Stock Exchange
Class B Common Stock, par value $1.00 per shareWLYBNew York Stock Exchange
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer x
Accelerated filer o
Non-accelerated filer o
Smaller reporting company o
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x
The number of shares outstanding of each of the Registrant’s classes of common stock as of August 31, 2024 were:
Class A, par value $1.00 – 45,302,459
Class B, par value $1.00 – 8,976,656


JOHN WILEY & SONS, INC. AND SUBSIDIARIES
INDEX
PART I - FINANCIAL INFORMATION
Item 5.
2
Cautionary Notice Regarding Forward-Looking Statements “Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995:

This report contains “forward-looking statements” within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 concerning our business, consolidated financial condition, and results of operations. The Securities and Exchange Commission (SEC) encourages companies to disclose forward-looking information so that investors can better understand a company’s prospects and make informed investment decisions. Forward-looking statements are subject to risks and uncertainties, many of which are outside our control, which could cause actual results to differ materially from these statements. Therefore, you should not rely on any of these forward-looking statements. Forward-looking statements can be identified by such words as “anticipates,” “believes,” “plan,” “assumes,” “could,” “should,” “estimates,” “expects,” “intends,” “potential,” “seek,” “predict,” “may,” “will,” and similar references to future periods. All statements other than statements of historical facts included in this report regarding our strategies, prospects, financial condition, operations, costs, plans, and objectives are forward-looking statements. Examples of forward-looking statements include, among others, anticipated restructuring charges and savings, operations, performance, and financial condition. Reliance should not be placed on forward-looking statements, as actual results may differ materially from those described in any forward-looking statements. Any such forward-looking statements are based upon many assumptions and estimates that are inherently subject to uncertainties and contingencies, many of which are beyond our control, and are subject to change based on many important factors. Such factors include, but are not limited to (i) the level of investment by Wiley in new technologies and products; (ii) subscriber renewal rates for our journals; (iii) the financial stability and liquidity of journal subscription agents; (iv) the consolidation of book wholesalers and retail accounts; (v) the market position and financial stability of key retailers; (vi) the seasonal nature of our educational business and the impact of the used book market; (vii) worldwide economic and political conditions; (viii) our ability to protect our copyrights and other intellectual property worldwide; (ix) our ability to successfully integrate acquired operations and realize expected opportunities; (x) the ability to realize operating savings over time and in fiscal year 2025 in connection with our multiyear Global Restructuring Program and planned and completed dispositions; (xi) the possibility that the divestitures will not be pursued, failure to obtain necessary regulatory approvals or required financing or to satisfy any of the other conditions to planned dispositions; (xii) cyber risk and the failure to maintain the integrity of our operational or security systems or infrastructure, or those of third parties with which we do business; (xiii) as a result of acquisitions, we have and may record a significant amount of goodwill and other identifiable intangible assets and we may never realize the full carrying value of these assets; (xiv) our ability to leverage artificial intelligence technologies in our products and services, including generative artificial intelligence, large language models, machine learning, and other artificial intelligence tools; and (xv) other factors detailed from time to time in our filings with the SEC. We undertake no obligation to update or revise any such forward-looking statements to reflect subsequent events or circumstances.

Please refer to Part I, Item 1A, “Risk Factors,” of our Annual Report on Form 10-K and as revised and updated by our Quarterly Reports on Form 10-Q for important factors that we believe could cause actual results to differ materially from those in our forward-looking statements. Any forward-looking statement made by us in this report is based only on information currently available to us and speaks only as of the date on which it is made. We undertake no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.
Non-GAAP Financial Measures:
We present financial information that conforms to Generally Accepted Accounting Principles in the United States of America (US GAAP). We also present financial information that does not conform to US GAAP, which we refer to as non-GAAP.
In this report, we may present the following non-GAAP performance measures:
•Adjusted Earnings Per Share (Adjusted EPS);
•Free Cash Flow less Product Development Spending;
•Adjusted Revenue;
•Adjusted Operating Income and margin;
•Adjusted Income Before Taxes;
•Adjusted Income Tax Provision;
•Adjusted Effective Tax Rate;
•EBITDA (earnings before interest, taxes, depreciation and amortization), Adjusted EBITDA and margin;
•Organic revenue; and
•Results on a constant currency basis.
3
Management uses these non-GAAP performance measures as supplemental indicators of our operating performance and financial position as well as for internal reporting and forecasting purposes, when publicly providing our outlook, to evaluate our performance and calculate incentive compensation. We present these non-GAAP performance measures in addition to US GAAP financial results because we believe that these non-GAAP performance measures provide useful information to certain investors and financial analysts for operational trends and comparisons over time. The use of these non-GAAP performance measures may also provide a consistent basis to evaluate operating profitability and performance trends by excluding items that we do not consider to be controllable activities for this purpose.

The performance metric used by our chief operating decision maker to evaluate performance of our reportable segments is Adjusted Operating Income. We present both Adjusted Operating Income and Adjusted EBITDA for each of our reportable segments as we believe Adjusted EBITDA provides additional useful information to certain investors and financial analysts for operational trends and comparisons over time. It removes the impact of depreciation and amortization expense, as well as presents a consistent basis to evaluate operating profitability and compare our financial performance to that of our peer companies and competitors.

For example:
•Adjusted EPS, Adjusted Revenue, Adjusted Operating Income and margin, Adjusted Income Before Taxes, Adjusted Income Tax Provision, Adjusted Effective Tax Rate, EBITDA, Adjusted EBITDA and margin, and organic revenue (excluding acquisitions) provide a more comparable basis to analyze operating results and earnings and are measures commonly used by shareholders to measure our performance.
•Free Cash Flow less Product Development Spending helps assess our ability, over the long term, to create value for our shareholders as it represents cash available to repay debt, pay common stock dividends, and fund share repurchases and acquisitions.
•Results on a constant currency basis remove distortion from the effects of foreign currency movements to provide better comparability of our business trends from period to period. We measure our performance excluding the impact of foreign currency (or at constant currency), which means that we apply the same foreign currency exchange rates for the current and equivalent prior period.

In addition, we have historically provided these or similar non-GAAP performance measures and understand that some investors and financial analysts find this information helpful in analyzing our operating margins and net income, and in comparing our financial performance to that of our peer companies and competitors. Based on interactions with investors, we also believe that our non-GAAP performance measures are regarded as useful to our investors as supplemental to our US GAAP financial results, and that there is no confusion regarding the adjustments or our operating performance to our investors due to the comprehensive nature of our disclosures.

Non-GAAP performance measures do not have standardized meanings prescribed by US GAAP and therefore may not be comparable to the calculation of similar measures used by other companies and should not be viewed as alternatives to measures of financial results under US GAAP. The adjusted metrics have limitations as analytical tools, and should not be considered in isolation from, or as a substitute for, US GAAP information. It does not purport to represent any similarly titled US GAAP information and is not an indicator of our performance under US GAAP. Non-GAAP financial metrics that we present may not be comparable with similarly titled measures used by others. Investors are cautioned against placing undue reliance on these non-GAAP measures.
4
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
JOHN WILEY & SONS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION – UNAUDITED
In thousands
July 31, 2024April 30, 2024
Assets:
Current assets
Cash and cash equivalents$82,545 $83,249 
Accounts receivable, net of allowance for credit losses of $18.0 million and $17.3 million, respectively
192,153 224,198 
Inventories, net25,846 26,219 
Prepaid expenses and other current assets87,004 85,954 
Current assets held-for-sale5,282 34,422 
Total current assets392,830 454,042 
Technology, property and equipment, net185,104 192,438 
Intangible assets, net609,224 615,694 
Goodwill1,099,817 1,091,368 
Operating lease right-of-use assets72,424 69,074 
Other non-current assets292,635 283,719 
Non-current assets held-for-sale24 19,160 
Total assets$2,652,058 $2,725,495 
Liabilities and shareholders' equity:
Current liabilities
Accounts payable$38,641 $55,659 
Accrued royalties105,063 97,173 
Short-term portion of long-term debt8,750 7,500 
Contract liabilities367,307 483,778 
Accrued employment costs49,039 96,980 
Short-term portion of operating lease liabilities17,647 18,294 
Other accrued liabilities78,241 76,266 
Current liabilities held-for-sale24,103 37,632 
Total current liabilities688,791 873,282 
Long-term debt909,850 767,096 
Accrued pension liability67,850 70,832 
Deferred income tax liabilities97,362 97,186 
Operating lease liabilities91,587 94,386 
Other long-term liabilities76,980 71,760 
Long-term liabilities held-for-sale5,965 11,237 
Total liabilities1,938,385 1,985,779 
Commitments and contingencies (Note 18)
Shareholders’ equity
Preferred stock, $1 par value per share: Authorized shares – 2 million, Issued shares - 0
— — 
Class A common stock, $1 par value per share: Authorized shares - 180 million, Issued shares - 70,277 and 70,259 as of July 31, 2024 and April 30, 2024, respectively
70,277 70,259 
Class B common stock, $1 par value per share: Authorized shares - 72 million, Issued shares - 12,905 and 12,923 as of July 31, 2024 and April 30, 2024, respectively
12,905 12,923 
Additional paid-in-capital473,164 474,406 
Retained earnings1,562,666 1,583,348 
Accumulated other comprehensive loss, net of tax(523,592)(528,439)
Less treasury shares at cost (Class A – 24,975 and 24,828 as of July 31, 2024 and April 30, 2024, respectively; Class B – 3,928 and 3,928 as of July 31, 2024 and April 30, 2024, respectively)
(881,747)(872,781)
Total shareholders’ equity713,673 739,716 
Total liabilities and shareholders' equity$2,652,058 $2,725,495 
See accompanying Notes to the Unaudited Condensed Consolidated Financial Statements.
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JOHN WILEY & SONS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF NET LOSS – UNAUDITED
Dollars in thousands except per share information
Three Months Ended
July 31,
20242023
Revenue, net$403,809 $451,013 
Costs and expenses:
  Cost of sales109,220 157,101 
  Operating and administrative expenses248,819 255,801 
  Impairment of goodwill— 26,695 
  Restructuring and related charges3,870 12,123 
  Amortization of intangible assets12,927 15,648 
Total costs and expenses374,836 467,368 
Operating income (loss)28,973 (16,355)
Interest expense(12,787)(11,334)
Foreign exchange transaction gains (losses)234 (1,620)
Gains (losses) on sale of businesses and impairment charges related to assets held-for-sale5,801 (75,929)
Other income (expense), net782 (1,485)
Income (loss) before taxes23,003 (106,723)
Provision (benefit) for income taxes24,439 (14,459)
Net loss$(1,436)$(92,264)
Loss per share
Basic$(0.03)$(1.67)
Diluted$(0.03)$(1.67)
Weighted average number of common shares outstanding
Basic54,37755,270
Diluted 54,37755,270
See accompanying Notes to the Unaudited Condensed Consolidated Financial Statements.
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JOHN WILEY & SONS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) – UNAUDITED
Dollars in thousands
Three Months Ended
July 31,
20242023
Net loss$(1,436)$(92,264)
Other comprehensive income (loss):
Foreign currency translation adjustment14,963 11,174 
Unamortized retirement costs, net of tax benefit of $629 and $384, respectively
(2,040)(1,837)
Unrealized (loss) gains on interest rate swaps, net of tax (expense) of $0 and $(863), respectively
(8,076)2,520 
Total other comprehensive income4,847 11,857 
Comprehensive income (loss)$3,411 $(80,407)
See accompanying Notes to the Unaudited Condensed Consolidated Financial Statements.
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JOHN WILEY & SONS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS – UNAUDITED
Dollars in thousands
Three Months Ended
July 31,
20242023
Operating activities
Net loss$(1,436)$(92,264)
Adjustments to reconcile net loss to net cash used in operating activities:
Impairment of goodwill — 26,695 
(Gains) losses on sale of businesses and impairment charges related to assets held-for-sale(5,801)75,929 
Amortization of intangible assets12,927 15,648 
Amortization of product development assets4,476 6,687 
Depreciation and amortization of technology, property and equipment19,850 21,393 
Restructuring and related charges3,870 12,123 
Stock-based compensation expense5,968 6,286 
Employee retirement plan expense9,651 9,244 
Foreign exchange transaction (gains) losses(234)1,620 
Other noncash charges (credits)812 (20,520)
Net change in operating assets and liabilities(138,795)(145,176)
Net cash used in operating activities(88,712)(82,335)
Investing activities
Product development spending(3,351)(3,747)
Additions to technology, property and equipment(14,502)(20,086)
Businesses acquired in purchase transactions, net of cash acquired(915)(1,500)
Net cash (transferred) proceeds related to the sale of businesses (6,387)457 
Acquisitions of publication rights and other1,348 (866)
Net cash used in investing activities(23,807)(25,742)
Financing activities
Repayments of long-term debt(306,231)(196,405)
Borrowings of long-term debt449,980 341,878 
Purchases of treasury shares(12,500)(10,000)
Change in book overdrafts(6,723)(5,947)
Cash dividends(19,184)(19,382)
Impact of tax withholding on stock-based compensation and other(3,753)(4,330)
Net cash provided by financing activities101,589 105,814 
Effects of exchange rate changes on cash, cash equivalents, and restricted cash798 2,257 
Cash reconciliation:
Cash and cash equivalents99,441 106,714 
Restricted cash included in Prepaid expenses and other current assets102 548 
Balance at beginning of period99,543 107,262 
Decrease for the period(10,132)(6)
Cash and cash equivalents89,361 107,152 
Restricted cash included in Prepaid expenses and other current assets50 104 
Balance at end of period (1)
$89,411 $107,256 
Cash paid during the period for:
Interest$12,313 $10,657 
Income taxes, net of refunds$9,168 $12,374 
(1)
The balance as of July 31, 2024 includes held-for-sale cash, cash equivalents and restricted cash. See Note 3, "Divestitures" for further details.
See accompanying Notes to the Unaudited Condensed Consolidated Financial Statements.
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JOHN WILEY & SONS, INC., AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY – UNAUDITED
Dollars in thousands

Class A common stockClass B common stock Additional
paid-in capital 		Retained
earnings 		Accumulated other comprehensive loss, net of tax Treasury stock Total
shareholders' equity
Balance at April 30, 2024$70,259 $12,923 $474,406 $1,583,348 $(528,439)$(872,781)$739,716 
Restricted shares issued under stock-based compensation plans— — (7,208)— 7,287 79 
Impact of tax withholding on stock-based compensation and other— — — — — (3,753)(3,753)
Stock-based compensation expense— — 5,966 — — — 5,966 
Purchases of treasury shares— — — — — (12,500)(12,500)
Class A common stock dividends ($0.3525 per share)
— — — (16,082)— — (16,082)
Class B common stock dividends ($0.3525 per share)
— — — (3,164)— — (3,164)
Common stock class conversions18 (18)— — — — — 
Comprehensive income, net of tax— — — (1,436)4,847 — 3,411 
Balance at July 31, 2024$70,277 $12,905 $473,164 $1,562,666 $(523,592)$(881,747)$713,673 

See accompanying Notes to the Unaudited Condensed Consolidated Financial Statements.

Class A common stockClass B common stockAdditional
paid-in capital		Retained
earnings		Accumulated other comprehensive loss, net of taxTreasury stockTotal
shareholders' equity
Balance at April 30, 2023$70,231 $12,951 $469,802 $1,860,872 $(528,902)$(839,927)$1,045,027 
Restricted shares issued under stock-based compensation plans— — (10,805)1 — 10,879 75 
Impact of tax withholding on stock-based compensation and other— — — — — (4,330)(4,330)
Stock-based compensation expense— — 6,281 — — — 6,281 
Purchases of treasury shares— — — — — (10,000)(10,000)
Class A common stock dividends ($0.3500 per share)
— — — (16,281)— — (16,281)
Class B common stock dividends ($0.3500 per share)
— — — (3,159)— — (3,159)
Comprehensive loss, net of tax— — — (92,264)11,857 — (80,407)
Balance at July 31, 2023$70,231 $12,951 $465,278 $1,749,169 $(517,045)$(843,378)$937,206 
See accompanying Notes to the Unaudited Condensed Consolidated Financial Statements.
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JOHN WILEY & SONS, INC. AND SUBSIDIARIES
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 Income (Loss) 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, 2024 as filed with the SEC on June 26, 2024 (2024 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.
Note 2 — Recent Accounting Standards
Recently Adopted Accounting Standards
There were no recently adopted accounting standards which would have a material impact on our condensed consolidated financial statements.
Recently Issued Accounting Standards
Improvements to Income Tax Disclosures
In December 2023, the Financial Accounting Standards Board (FASB) issued an Accounting Standards Update (ASU) 2023-09, “Income Taxes (Topic 740) - Improvements to Income Tax Disclosures.” This ASU enhances the transparency, effectiveness and comparability of income tax disclosures by requiring consistent categories and greater disaggregation of information related to income tax rate reconciliations and the jurisdictions in which income taxes are paid. This ASU is effective for our annual disclosures starting fiscal year 2026. Early adoption is permitted. A public entity should apply the amendments in this ASU on a prospective basis with the option to apply the standard retrospectively. The Company is currently evaluating this ASU to determine its impact on the Company's disclosures.
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. The Company is currently evaluating this ASU to determine its impact on the Company's disclosures.

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Note 3 — Divestitures
As part of our ongoing initiatives to simplify our portfolio to drive sustained performance improvement, we have completed one disposition as of July 31, 2024 in addition to the dispositions completed during fiscal year 2024. We have also committed to a plan to divest an additional business which closed on August 31, 2024.
On June 1, 2023, Wiley’s Board of Directors approved a plan to divest certain businesses that we determined are non-core businesses. Those businesses are University Services, Wiley Edge, and CrossKnowledge. In accordance with FASB Accounting Standards Codification (ASC) Topic 205, "Presentation of Financial Statements," we determined that the planned divestitures of University Services, Wiley Edge and CrossKnowledge each do not represent a strategic shift that will have a major effect on our consolidated results of operations, and therefore their results of operations were not reported as discontinued operations. We concluded that the businesses met all the requisite held-for-sale criteria as of June 1, 2023. Therefore, the related assets and liabilities were reclassified as held-for-sale on the Unaudited Condensed Consolidated Statements of Financial Position until the date of sale.
On January 1, 2024, we sold University Services. On May 31, 2024, we sold Wiley Edge, with the exception of its India operations. The sale of Wiley Edge’s India operations closed on August 31, 2024. On August 2, 2024, we entered into an agreement to sell CrossKnowledge, which closed on August 31, 2024. As of July 31, 2024, CrossKnowledge continues to be reported as held-for-sale.
Completed Divestitures
Fiscal Year 2025
Wiley Edge
On May 31, 2024, we completed the sale of Wiley Edge, which was included in our Held for Sale or Sold segment, pursuant to a stock and asset purchase agreement (Edge Agreement) with Inspirit Vulcan Bidco Limited, a private limited company incorporated in England & Wales (Inspirit). We closed on the transaction with the exception of Wiley Edge's India operations, which closed on August 31, 2024. The selling price for Wiley Edge at the date of sale excluding India, which was updated during the three months ended July 31, 2024, had a fair value of $33.9 million paid in the form of: (i) cash of $8.2 million, of which $2.5 million is deferred, (ii) an unsecured promissory note with an initial aggregate principal amount of $10.9 million (Inspirit Seller Note), subject to customary purchase price adjustments, including for working capital, and (iii) $14.9 million of additional contingent consideration in the form of an earnout recorded at fair value based on the gross profit targets during each of the three fiscal years in the period beginning May 1, 2024 and ending April 30, 2027 (Wiley Edge Earnout).
As of July 31, 2024, the Inspirit Seller Note is reflected in Other non-current assets in our Unaudited Condensed Consolidated Statements of Financial Position. As of July 31, 2024, $2.4 million of the Wiley Edge Earnout is reflected in Prepaid expenses and other current assets and $12.5 million of the Wiley Edge Earnout is reflected in Other non-current assets in our Unaudited Condensed Consolidated Statements of Financial Position.
The Inspirit Seller Note matures on May 31, 2028 and is prepayable at par plus accrued interest at any time and also if certain conditions are met. The Inspirit Seller Note bears interest at the rate of 8% per annum commencing on May 31, 2024, increasing by 1% per annum each year on the anniversary of issuance. Interest income from the note receivable represents non operating income and is included in Other income (expense), net on the Unaudited Condensed Consolidated Statements of Net Loss.
The maximum Wiley Edge Earnout amount is $34.0 million. We elected to record the fair value of the Wiley Edge Earnout as of the date of the sale, and will update that fair value as applicable until settled. The fair value of the Wiley Edge Earnout was based on a Monte Carlo simulation. This fair value was categorized as Level 3 within the FASB ASC Topic 820, “Fair Value Measurements” (ASC Topic 820) fair value hierarchy. This method considers the terms and conditions in the Edge Agreement, our best estimates of forecasted gross profit for the Wiley Edge Earnout periods and simulates a range of gross profits over the applicable periods based on an estimate of gross profit volatility. The fair value of the Wiley Edge Earnout was estimated as the present value of the potential range of payouts averaged across the range of simulated gross profits using an estimated risk-adjusted discount rate for the simulated gross profits. The Wiley Edge Earnout amount is subject to change based on final results and calculations.
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The pretax loss on sale was $19.6 million after accounting for the assets sold, liabilities transferred upon sale, and transaction costs. In connection with the held-for-sale classification, during fiscal year 2024, we recognized cumulative impairment charges of $19.4 million on the remeasurement of the disposal group at the lower of carrying value or fair value less costs to sell. Upon the completion of the sale, we recognized an additional loss of $0.2 million in the three months ended July 31, 2024 due to subsequent changes in the fair value less costs to sell, as well as changes in the carrying amount of the disposal group. This additional loss is included in Gains (losses) on sale of businesses and impairment charges related to assets held-for-sale in our Unaudited Condensed Consolidated Statements of Net Loss for the three months ended July 31, 2024.
We entered into a transition services agreement to facilitate the transition of the divested business.
Fiscal Year 2024
University Services
On January 1, 2024, we completed the sale of University Services, which was included in our Held for Sale or Sold segment, pursuant to a Membership Interest and Asset Purchase Agreement with Academic Partnerships LLC, a Delaware limited liability company (Academic Partnerships), and Education Services Upper Holdings Corp., a Delaware corporation. The pretax loss on sale was $105.6 million after accounting for the assets sold, liabilities transferred upon sale, and transaction costs, which was reduced during the three months ended July 31, 2024 due to third-party customer consents and working capital adjustments of $1.5 million that occurred in the first quarter of fiscal year 2025. This amount is included in Gains (losses) on sale of businesses and impairment charges related to assets held-for-sale in our Unaudited Condensed Consolidated Statements of Net Loss for the three months ended July 31, 2024.
Tuition Manager
On May 31, 2023, we completed the sale of our tuition manager business (Tuition Manager), which was included in our Held for Sale or Sold segment. The pretax loss on sale was $1.4 million after accounting for the assets sold, liabilities transferred upon sale, and transaction costs, which was reduced during the three months ended July 31, 2024 due to additional cash received after the date of sale of $0.1 million. This amount is included in Gains (losses) on sale of businesses and impairment charges related to assets held-for-sale in our Unaudited Condensed Consolidated Statements of Net Loss for the three months ended July 31, 2024.
Assets and Liabilities Held-for-Sale
As of July 31, 2024, CrossKnowledge and Wiley Edge's India operations continue to be reported as held-for-sale. We measured the CrossKnowledge disposal group at the lower of carrying value or fair value less costs to sell. The determination of the fair value less costs to sell for CrossKnowledge is based on the indicative sales value and includes value associated with contingent consideration to be received in the form of an earnout. This fair value was categorized as Level 3 within the ASC Topic 820 fair value hierarchy.
In the three months ended July 31, 2024, we reduced the held-for-sale pretax impairment by $4.4 million related to CrossKnowledge. The total impairment charge for CrossKnowledge is $51.0 million, which includes $55.4 million recognized in fiscal year 2024. The reduction of the impairment charge in the three months ended July 31, 2024 was due to subsequent changes in the fair value less costs to sell resulting from the continued progression of the selling process and indications of changes in the consideration for the business, as well as changes in the carrying amount of the disposal group. The reduction of the pretax noncash impairment is reflected in Gains (losses) on sale of businesses and impairment charges related to assets held-for-sale in our Unaudited Condensed Consolidated Statements of Net Loss. The total impairment is included as a valuation allowance or contra-asset account within Current assets held-for-sale and Non-current assets held-for-sale in our Unaudited Condensed Consolidated Statement of Financial Position as of July 31, 2024.
In the three months ended July 31, 2023, we recorded a held-for-sale pretax impairment of $73.9 million which includes $40.6 million for University Services and $33.3 million for CrossKnowledge. This pretax impairment is reflected in Gains (losses) on sale of businesses and impairment charges related to assets held-for-sale in our Unaudited Condensed Consolidated Statements of Net Loss for the three months ended July 31, 2023.
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The major categories of assets and liabilities that have been classified as held-for-sale on the Unaudited Condensed Consolidated Statement of Financial Position as of July 31, 2024 were as follows:
Cross KnowledgeWiley EdgeTotal
Assets held-for-sale:
Current assets
Cash and cash equivalents (1)
$6,816 $— $6,816 
Accounts receivable, net5,132 1,226 6,358 
Prepaid expenses and other current assets (1)
4,201 — 4,201 
Valuation allowance(12,093)— (12,093)
Total current assets held-for-sale$4,056 $1,226 $5,282 
Technology, property and equipment, net3,815 24 3,839 
Intangible assets, net17,989 — 17,989 
Operating lease right-of-use assets1,098 — 1,098 
Other non-current assets16,085 — 16,085 
Valuation allowance(38,987)— (38,987)
Total non-current assets held-for-sale$— $24 $24 
Liabilities held-for-sale:
Current liabilities
Accounts payable$595 $— $595 
Accrued royalties397 — 397 
Contract liabilities13,164 — 13,164 
Accrued employment costs6,425 — 6,425 
Short-term portion of operating lease liabilities203 — 203 
Other accrued liabilities3,319 — 3,319 
Total current liabilities held-for-sale$24,103 $— $24,103 
Accrued pension liability1,095 — 1,095 
Deferred income tax liabilities4,480 — 4,480 
Operating lease liabilities251 — 251 
Other long-term liabilities32 107 139 
Total long-term liabilities held-for-sale$5,858 $107 $5,965 
(1)
The following table shows a reconciliation of our cash, cash equivalents, and restricted cash included in current assets held-for-sale in our Unaudited Condensed Consolidated Statement of Financial Position to our Unaudited Condensed Consolidated Statement of Cash Flows for the three months ended July 31, 2024:

Cash and cash equivalents$82,545 
Restricted cash included in Prepaid expenses and other current assets50 
Total cash, cash equivalents, and restricted cash per Unaudited Condensed Consolidated Statement of Financial Position as of July 31, 202482,595 
Total cash, cash equivalents, and restricted cash held-for-sale as of July 31, 20246,816 
Total cash, cash equivalents, and restricted cash per Unaudited Condensed Consolidated Statement of Cash Flows for the three months ended July 31, 2024$89,411 

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The major categories of assets and liabilities that have been classified as held-for-sale on the Unaudited Condensed Consolidated Statement of Financial Position as of April 30, 2024 were as follows:
Cross KnowledgeWiley EdgeTotal
Assets held-for-sale:
Current assets
Cash and cash equivalents
$6,305 $9,887 $16,192 
Accounts receivable, net12,914 13,897 26,811 
Prepaid expenses and other current assets
3,780 5,548 9,328 
Valuation allowance(17,909)— (17,909)
Total current assets held-for-sale$5,090 $29,332 $34,422 
Technology, property and equipment, net3,786 2,888 6,674 
Intangible assets, net17,777 34,612 52,389 
Operating lease right-of-use assets1,091 1,008 2,099 
Other non-current assets14,877 53 14,930 
Valuation allowance(37,531)(19,401)(56,932)
Total non-current assets held-for-sale$— $19,160 $19,160 
Liabilities held-for-sale:
Current liabilities
Accounts payable$494 $— $494 
Accrued royalties268 — 268 
Contract liabilities16,796 — 16,796 
Accrued employment costs7,805 3,990 11,795 
Short-term portion of operating lease liabilities319 468 787 
Other accrued liabilities2,762 4,730 7,492 
Total current liabilities held-for-sale$28,444 $9,188 $37,632 
Accrued pension liability1,037 — 1,037 
Deferred income tax liabilities4,420 4,448 8,868 
Operating lease liabilities251 159 410 
Other long-term liabilities694 228 922 
Total long-term liabilities held-for-sale$6,402 $4,835 $11,237 
On August 2, 2024, we entered into a stock and asset purchase agreement with MS International Software, LLC, a Delaware limited liability company (MS International), pursuant to which we agreed to sell our online learning and training solutions business, CrossKnowledge, to MS International. We closed the transaction on August 31, 2024. We entered into a transition services agreement to facilitate the transition of the divested business.
The results of CrossKnowledge will continue to be reported in our Held for Sale or Sold segment until the date of sale.
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Note 4 — Revenue Recognition, Contracts with Customers
Disaggregation of Revenue

The following table presents our revenue from contracts with customers disaggregated by segment and product type.
Three Months Ended
July 31,
20242023
Research:
Research Publishing$230,951 $223,000 
Research Solutions34,358 34,804 
Total Research265,309 257,804 
Learning:
Academic59,964 48,292 
Professional64,350 61,028 
Total Learning124,314 109,320 
Held for Sale or Sold14,186 83,889 
Total Revenue$403,809 $451,013 
The following information describes our disaggregation of revenue by segment and product type. Overall, the majority of our revenue is recognized over time.
Research
Total Research revenue was $265.3 million in the three months ended July 31, 2024. Research products are sold and distributed globally through multiple channels. The majority of revenue generated from Research products is recognized over time.
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 $231.0 million in the three months ended July 31, 2024, and the majority is recognized over time.
In the three months ended July 31, 2024, Research Publishing products generated approximately 88% of their revenue from contracts with its customers from Journal Subscriptions (pay to read), Open Access (pay to publish) and Transformational Agreements (read and publish), and the remainder from Licensing and other revenue streams.
Research Solutions Products and Services

Research Solutions revenue was $34.4 million in the three months ended July 31, 2024, and the majority is recognized over time.


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Research Solutions products and services generated approximately 50% of their revenue in the three months ended July 31, 2024 from contracts with customers that include corporate solutions such as job board software and career center services, marketing and education services, licensing, and databases. The remainder of the revenue from contracts with customers includes platforms that enable scholarly and professional societies and publishers to deliver, host, enhance, market, and manage their content, solutions to manage the submission and peer review process, and publishing and editorial services.
Learning

Total Learning revenue was $124.3 million in the three months ended July 31, 2024. We disaggregated revenue by Academic and Professional to reflect the different types of products and services provided.
Academic

Academic products revenue was $60.0 million in the three months ended July 31, 2024. Products and services including scientific, professional, and education print and digital books, and digital courseware to libraries, corporations, students, professionals, and researchers. 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 months ended July 31, 2024, Academic products generated approximately 60% 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 months ended July 31, 2024 generate approximately 15% of their revenue from contracts with their customers which is recognized over time. The remainder of their revenues were from Licensing and other revenue streams, which have a mix of revenue recognized at a point in time and over time.
Professional
Professional products revenue was $64.4 million in the three months ended July 31, 2024. 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.

In the three months ended July 31, 2024, Professional products generated approximately 53% 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 months ended July 31, 2024 generates approximately 28% 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 Professional revenues were from Licensing and other revenue streams, 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 $14.2 million in the three months ended July 31, 2024. Our Held for Sale or Sold offerings include Wiley Edge and CrossKnowledge.
Wiley Edge was sold on May 31, 2024 with exception of its India operations. Wiley Edge previously sourced, trained, and prepared 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 revenue was recognized at the point in time the services were 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 University Services which was sold on January 1, 2024 and Tuition Manager which was sold on May 31, 2023.
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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.
July 31, 2024April 30, 2024Increase/
(Decrease)
Balances from contracts with customers:
Accounts receivable, net$192,153 $224,198 $(32,045)
Contract liabilities (1)
367,307 483,778 (116,471)
Contract liabilities (included in Other long-term liabilities)$17,736 $14,819 $2,918 
(1)
The sales return reserve recorded in Contract liabilities is $24.0 million and $25.4 million, as of July 31, 2024 and April 30, 2024, respectively.
For the three months ended July 31, 2024, we estimate that we recognized as revenue approximately 41% of the current contract liability balance at April 30, 2024. For the three months ended July 31, 2023, we estimated that we recognized as revenue approximately 40% of the current contract liability balance at April 30, 2023.
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.
Remaining Performance Obligations included in Contract Liability
As of July 31, 2024, the aggregate amount of the transaction price allocated to the remaining performance obligations is approximately $385.0 million, which includes the sales return reserve of $24.0 million. Excluding the sales return reserve, we expect that approximately $343.3 million will be recognized in the next twelve months with the remaining $17.7 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 Research Solutions services which includes customer specific implementation costs per the terms of the contract.
Our assets associated with incremental costs to fulfill a contract, were $2.9 million and $3.1 million at July 31, 2024 and April 30, 2024, respectively, and are included within Other non-current assets on our Unaudited Condensed Consolidated Statements of Financial Position. We recorded amortization expense of $0.3 million and $1.7 million in the three months ended July 31, 2024 and 2023, respectively, related to these assets within Cost of sales on our Unaudited Condensed Consolidated Statements of Net Loss. In the three months ended July 31, 2023 amortization expense for costs to fulfill includes the amortization related to the University Services business which was sold on January 1, 2024.
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. We incurred $5.8 million and $6.7 million in shipping and handling costs in the three months ended July 31, 2024 and 2023, respectively.
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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 Statements of Financial Position as follows:
July 31, 2024April 30, 2024
Operating lease ROU assets$72,424 $69,074 
Short-term portion of operating lease liabilities17,647 18,294 
Operating lease liabilities, non-current$91,587 $94,386 
As a result of our restructuring programs, which included the exit of certain leased office space, we recorded restructuring and related charges, which included impairment charges, the acceleration of expense, and ongoing facility charges associated with certain operating lease ROU assets. See Note 9, “Restructuring and Related Charges” for more information on this program and the charges incurred.
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Our total net lease costs are as follows:
Three Months Ended
July 31,
20242023
Operating lease cost$3,455 $4,083 
Variable lease cost243 285 
Short-term lease cost133 278 
Sublease income(289)(203)
Total net lease cost (1)
$3,542 $4,443 
(1)
Total net lease cost does not include those costs and sublease income for operating leases we had identified as part of our restructuring programs that would be subleased. The costs and sublease income for those leases are included in Restructuring and related charges on our Unaudited Condensed Consolidated Statements of Net Loss. See Note 9, “Restructuring and Related Charges” for more information on these programs.
Other supplemental information includes the following:
Three Months Ended
July 31,
20242023
Weighted-average remaining contractual lease term (years)78
Weighted-average discount rate6.13 %5.97 %
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases$5,327$6,736
Operating lease liabilities arising from obtaining ROU assets$(412)$224
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 July 31, 2024:
Fiscal YearOperating Lease
Liabilities
2025 (remaining 9 months)$17,414 
202622,379 
202717,942 
202814,504 
202914,352 
Thereafter50,241 
Total future undiscounted minimum lease payments136,832 
Less: Imputed interest27,598 
Present value of minimum lease payments109,234 
Less: Current portion17,647 
Noncurrent portion$91,587 
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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 generally 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 months ended July 31, 2024 and 2023, we recognized stock-based compensation expense, on a pretax basis, of $6.0 million and $6.3 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):
Three Months Ended
July 31,
20242023
Restricted Stock:
Awards granted (shares)701789
Weighted average fair value of grant$42.98 $31.54 
Stock Option Activity
There were no stock option awards granted during the three months ended July 31, 2024. We granted 10,000 stock option awards during the three months ended July 31, 2023 to other leaders at fair market value on date of grant. 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 three months ended July 31, 2023 using the Black-Scholes option-pricing model, and the significant weighted average assumptions used in their determination.
Three Months Ended
July 31,
2023
Weighted average fair value of options on grant date$7.94 
Weighted average assumptions:
Expected life of options (years)6.3
Risk-free interest rate3.9 %
Expected volatility33.5 %
Expected dividend yield4.3 %
Fair value of common stock on grant date$32.68 
Exercise price of stock option grant$32.68 

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President and CEO New Hire Equity Awards
On July 8, 2024, the Company named Mr. Matthew Kissner President and CEO and entered into an employment agreement (Employment Agreement) with him. Mr. Kissner had served as the Company’s interim President and CEO since October 10, 2023. Under the Employment Agreement, Mr. Kissner will be eligible to participate in the Company's Executive Long-Term Incentive Plan (ELTIP), with a target long-term incentive equal to $3.0 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 the restricted share units was $46.65 per share and included 27,192 restricted share units which vest 25% each year starting on April 30, 2025 to April 30, 2028. The grant date fair value for the performance share units was $46.65 per share and included 40,789 performance share units which vest 100% on June 30, 2027. Awards are subject to forfeiture in the case of voluntary termination prior to vesting, and continued vesting in the case of earlier termination of employment without cause or due to constructive discharge. All other terms and conditions are the same as for other executives, as outlined in the ELTIP grant agreements.
Note 7 — Accumulated Other Comprehensive Loss
Changes in Accumulated other comprehensive loss by component, net of tax, for the three months ended July 31, 2024 and 2023 were as follows:
Foreign
Currency
Translation
Unamortized
Retirement
Costs
Interest
Rate Swaps
Total
Balance at April 30, 2024$(333,827)$(200,922)$6,310 $(528,439)
Other comprehensive income (loss) before reclassifications14,963 (3,549)(6,788)4,626 
Amounts reclassified from accumulated other comprehensive loss— 1,509 (1,288)221 
Total other comprehensive income (loss)14,963 (2,040)(8,076)4,847 
Balance at July 31, 2024$(318,864)$(202,962)$(1,766)$(523,592)
Balance at April 30, 2023$(326,346)$(206,806)$4,250 $(528,902)
Other comprehensive income (loss) before reclassifications11,174 (3,324)4,697 12,547 
Amounts reclassified from accumulated other comprehensive loss— 1,487 (2,177)(690)
Total other comprehensive income (loss)11,174 (1,837)2,520 11,857 
Balance at July 31, 2023$(315,172)$(208,643)$6,770 $(517,045)
During both the three months ended July 31, 2024 and 2023, pretax actuarial losses included in Unamortized Retirement Costs of approximately $2.0 million were amortized from Accumulated other comprehensive loss and recognized as pension and post-retirement benefit expense primarily in Operating and administrative expenses and Other income (expense), net on our Unaudited Condensed Consolidated Statements of Net Loss.
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.
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Note 8 — Reconciliation of Weighted Average Shares Outstanding
Basic loss per share is computed by dividing net loss by the weighted average number of common shares outstanding during the period. Diluted loss 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 are considered contingently issuable shares and are included in the diluted weighted average number of common shares outstanding based on 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 per share follows (shares in thousands):
Three Months Ended
July 31,
20242023
Weighted average shares outstanding54,37755,270
Shares used for basic loss per share54,37755,270
Dilutive effect of unvested restricted stock units and other stock awards——
Shares used for diluted loss per share54,37755,270
Antidilutive options to purchase Class A common shares, restricted shares, and contingently issuable restricted stock which are excluded from the table above1,305999
In calculating diluted net loss per common share for the three months ended July 31, 2024 and 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 antidilutive. This occurs when a net loss is reported and the effect of using dilutive shares is antidilutive.

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Note 9 — Restructuring and Related Charges

Global Restructuring Program

Beginning in fiscal year 2023, the Company initiated a global program (Global Restructuring Program) which was expanded in fiscal year 2024 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. This program includes 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 35%.

The following tables summarize the pretax restructuring and related charges (credits) related to the Global Restructuring Program:

Three Months Ended
July 31,		Total Charges
Incurred to Date
20242023
Charges (Credits) by Segment:
Research$2,323 $1,947 $12,146 
Learning227 218 19,479 
Held for Sale or Sold(242)2,623 12,870 
Corporate Expenses5,241 6,992 73,490 
Total Restructuring and Related Charges$7,549 $11,780 $117,985 
Charges (Credits) by Activity:
Severance and termination benefits$5,782 $5,944 $60,165 
Impairment of operating lease ROU assets and property and equipment— 1,575 22,739 
Acceleration of expense related to operating lease ROU assets and property and equipment— 364 6,288 
Facility related charges, net1,402 829 9,806 
Consulting (credits) costs(556)1,823 10,696 
Other activities921 1,245 8,291 
Total Restructuring and Related Charges$7,549 $11,780 $117,985 

The severance related charges are 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 include the impairment of operating lease ROU assets related to certain leases that will be subleased, and the related property and equipment described further below. In the three months ended July 31, 2023, these charges were recorded in the Research segment.

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 the operating lease ROU assets and the property and equipment immediately subsequent to the impairment was $0.9 million in the three months ended July 31, 2023 and was categorized as Level 3 within the fair value hierarchy.

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In the three months ended July 31, 2023, the acceleration of expense includes 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.

In addition, we incurred ongoing facility-related costs associated with certain properties, consulting costs, and other costs for other activities, which includes relocation and other employee related costs.

The following table summarizes the activity for the Global Restructuring Program liability for the three months ended July 31, 2024:

April 30, 2024Charges (Credits)
Payments
Foreign
Translation
& Other Adjustments
July 31, 2024
Severance and termination benefits$5,396 $5,782 $(5,143)$20 $6,055 
Consulting costs1,794 (556)(1,076)— 162 
Other activities1,879 921 (1,854)8 954 
Total$9,069 $6,147 $(8,073)$28 $7,171 

Approximately $5.0 million of the restructuring liability for accrued severance and termination benefits is reflected in Accrued employment costs and approximately $1.1 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 months ended July 31, 2024 and 2023, we recorded pretax restructuring net credits of $(3.6) million and charges of $0.3 million, respectively, related to this program. The credits in the three months ended July 31, 2024 are primarily due to the termination of a portion of a lease that was previously impaired in our Corporate Expenses category. As of fiscal year 2023, we substantially completed this program and we have no restructuring liability outstanding. We currently anticipate immaterial ongoing facility charges and do not anticipate any further material charges related to the Business Optimization Program.

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Note 10 — Segment Information
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 (CODM) evaluates our business performance, manages the operations, makes operating decisions, and allocates resources. The performance metric used by our chief operating decision maker to evaluate performance of our reportable segments is Adjusted Operating Income. Our segment reporting structure consists of three operating and reportable segments, which are listed below, as well as a Corporate expense category, which includes certain costs that are not allocated to the reportable segments:
•Research
•Learning
•Held for Sale or Sold

Segment information is as follows:

Three Months Ended
July 31,
20242023
Revenue:
Research$265,309 $257,804 
Learning124,314 109,320 
Held for Sale or Sold
14,186 83,889 
Total revenue$403,809 $451,013 
  
Adjusted Operating Income (Loss):  
Research$55,216 $53,527 
Learning22,500 7,626 
Held for Sale or Sold
(2,519)3,084 
Total adjusted operating income by segment$75,197 $64,237 
Depreciation and Amortization:
Research$22,559 $23,212 
Learning11,294 13,552 
Held for Sale or Sold (1)
— 3,437 
Total depreciation and amortization33,853 40,201 
Corporate depreciation and amortization3,400 3,527 
Total depreciation and amortization$37,253 $43,728 
(1)
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.
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The following table shows a reconciliation of our Adjusted Operating Income by Segment to Income (Loss) Before Taxes:
Three Months Ended
July 31,
20242023
Adjusted Operating Income by Segment$75,197 $64,237 
Adjustments:
Corporate expenses(1)
(42,354)(41,774)
Impairment of goodwill(2)
— (26,695)
Restructuring and related charges(2)
(3,870)(12,123)
Interest expense(12,787)(11,334)
Foreign exchange transaction gains (losses)234 (1,620)
Gains (losses) on sale of businesses and impairment charges related to assets held-for-sale5,801 (75,929)
Other income (expense), net782 (1,485)
Income (Loss) Before Taxes$23,003 $(106,723)
(1)
Corporate expenses includes certain costs that are not allocated to the reportable segments.
(2)
See Note 9, “Restructuring and Related Charges” and Note 12, “Goodwill and Intangible Assets” for these charges by segment.
See Note 4, “Revenue Recognition, Contracts with Customers,” for revenue from contracts with customers disaggregated by segment and product type for the three months ended July 31, 2024 and 2023.
Note 11 — Inventories
Inventories, net consisted of the following:
July 31, 2024April 30, 2024
Finished goods$24,056 $24,295 
Work-in-process1,441 1,445 
Paper and other materials307 181 
Total inventories before estimated sales returns and LIFO reserve$25,804 $25,921 
Inventory value of estimated sales returns7,578 7,833 
LIFO reserve(7,536)(7,535)
Inventories, net$25,846 $26,219 
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Note 12 — Goodwill and Intangible Assets
Goodwill
The following table summarizes the activity in goodwill by segment as of July 31, 2024: