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BUSINESS COMBINATIONS
6 Months Ended
Dec. 31, 2017
Business Combinations [Abstract]  
BUSINESS COMBINATIONS
NOTE 9: BUSINESS COMBINATIONS
 
São Judas Tadeu
 
On November 1, 2017, Adtalem Brazil completed the acquisition of São Judas Tadeu (“SJT”). Under the terms of the agreement, Adtalem Brazil agreed to pay approximately $6.0 million in cash, in exchange for 100% of the stock of SJT. Approximately $1.0 million of payments were made in the second quarter of fiscal year 2018, with additional aggregate payments of approximately $5.0 million required over the succeeding four years. SJT offers medical doctor specialty test preparation and currently serves approximately 2,700 students located in São Paulo. The acquisition of SJT adds a new product offering to Adtalem Brazil’s test preparation business.
 
The operations of SJT are included in Adtalem’s Technology and Business segment. The results of SJT’s operations have been included in the Consolidated Financial Statements of Adtalem since the date of acquisition.
 
The following table summarizes the preliminary fair values of the assets acquired and liabilities assumed at the date of acquisition (in thousands).
 
 
 
November 1,
2017
 
Current Assets
 
$
558
 
Property and Equipment
 
 
16
 
Other Long-term Assets
 
 
1,838
 
Goodwill
 
 
4,121
 
Total Assets Acquired
 
 
6,533
 
Liabilities Assumed
 
 
569
 
Net Assets Acquired
 
$
5,964
 
 
Goodwill, which represents the excess of the purchase price over the fair value of the net tangible and intangible assets acquired, was all assigned to the Adtalem Brazil reporting unit which is classified within the Technology and Business segment. Factors that contributed to a purchase price resulting in the recognition of goodwill include SJT’s strategic fit into Adtalem’s expanding presence in test preparation and the acquired assembled workforce. None of the goodwill acquired is expected to be deductible for income tax purposes.
 
There is no pro forma presentation of operating results for this acquisition due to the insignificant effect on consolidated operations.
 
Association of Certified Anti-Money Laundering Specialists
 
On July 1, 2016, Becker completed the acquisition of 100% of the stock of ACAMS for $330.6 million, net of cash of $23.5 million. The payment for this purchase was made in the first quarter of fiscal year 2017, and was funded with available domestic cash balances and $175 million in borrowings under Adtalem’s revolving credit facility. ACAMS is an international membership organization dedicated to enhancing the knowledge and skills of anti-money laundering and financial crime prevention professionals. The acquisition furthers Adtalem’s global growth strategy into professional education and enhances Becker’s position as a leading provider of lifelong learning for professionals.
 
The operations of ACAMS are included in Adtalem’s Professional Education segment. The results of ACAMS’s operations have been included in the Consolidated Financial Statements of Adtalem since the date of acquisition.
 
The following table summarizes the fair values of the assets acquired and liabilities assumed at the date of acquisition (in thousands).
 
 
 
July 1, 2016
 
Current Assets
 
$
24,895
 
Property and Equipment
 
 
432
 
Other Long-term Assets
 
 
3,131
 
Intangible Assets
 
 
88,600
 
Goodwill
 
 
274,689
 
Total Assets Acquired
 
 
391,747
 
Liabilities Assumed
 
 
37,619
 
Net Assets Acquired
 
$
354,128
 
 
Goodwill, which represents the excess of the purchase price over the fair value of the net tangible and intangible assets acquired, was all assigned to the Becker and ACAMS reporting unit which is classified within the Professional Education segment. Factors that contributed to a purchase price resulting in the recognition of goodwill include ACAMS’s strategic fit into Adtalem’s expanding presence in professional education, the reputation of the ACAMS brand as a leader in the industry and potential future growth opportunity. None of the goodwill acquired is expected to be deductible for income tax purposes. Of the $88.6 million of acquired intangible assets, $39.9 million was assigned to Trade Names, which has been determined not to be subject to amortization. The remaining acquired intangible assets were determined to be subject to amortization with an average useful life of approximately nine years. The values and estimated useful lives by asset type are as follows (in thousands): 
 
 
 
July 1, 2016
 
 
Value
Assigned
 
Estimated
Useful Life
Customer Relationships
 
$
42,500
 
10 years
Curriculum
 
 
5,000
 
3 years
Non-compete Agreements
 
 
700
 
1 year
Proprietary Technology
 
 
500
 
4 years
 
There is no pro forma presentation of operating results for this acquisition due to the insignificant effect on consolidated operations.