XML 25 R16.htm IDEA: XBRL DOCUMENT v3.10.0.1
INTANGIBLE ASSETS
3 Months Ended
Sep. 30, 2018
Goodwill and Intangible Assets Disclosure [Abstract]  
INTANGIBLE ASSETS
NOTE 9: INTANGIBLE ASSETS
 
Intangible assets relate mainly to acquired business operations. These assets consist of the acquisition fair value of certain identifiable intangible assets acquired and goodwill. Goodwill represents the excess of the purchase price over the fair value of the net tangible and intangible assets acquired.
 
Intangible assets consist of the following (in thousands):
 
 
 
September 30, 2018
 
 
 
 
 
 
Gross

Carrying

Amount
 
 
Accumulated

Amortization
 
 
Weighted Average

Amortization

Period
 
Amortizable Intangible Assets:
 
 
 
 
 
 
 
 
 
 
 
 
Student Relationships
 
$
7,713
 
 
$
(6,799
)
 
 
5 Years
 
Customer Relationships
 
 
42,900
 
 
 
(10,756
)
 
 
10​​​​​​​ Years
 
Curriculum/Software
 
 
6,755
 
 
 
(4,730
)
 
 
4 Years
 
Franchise Contracts
 
 
8,677
 
 
 
(1,768
)
 
 
18 Years
 
Clinical Agreements
 
 
321
 
 
 
(112
)
 
 
15 Years
 
Trade Names
 
 
936
 
 
 
(889
)
 
 
10 Years
 
Proprietary Technology
 
 
500
 
 
 
(281
)
 
 
4 Years
 
Total
 
$
67,802
 
 
$
(25,335
)
 
 
 
 
Indefinite-Lived Intangible Assets:
 
 
 
 
 
 
 
 
 
 
 
 
Trade Names
 
$
104,832
 
 
 
 
 
 
 
 
 
Ross Title IV Eligibility and Accreditations
 
 
14,100
 
 
 
 
 
 
 
 
 
Intellectual Property
 
 
13,940
 
 
 
 
 
 
 
 
 
Chamberlain Title IV Eligibility and Accreditations
 
 
1,200
 
 
 
 
 
 
 
 
 
AUC Title IV Eligibility and Accreditations
 
 
100,000
 
 
 
 
 
 
 
 
 
Adtalem Brazil Accreditation
 
 
79,056
 
 
 
 
 
 
 
 
 
Total
 
$
313,128
 
 
 
 
 
 
 
 
 
 
 
 
June 30, 2018
 
 
 
Gross

Carrying

Amount
 
 
Accumulated

Amortization
 
Amortizable Intangible Assets:
 
 
 
 
 
 
 
 
Student Relationships
 
$
8,193
 
 
$
(6,972
)
Customer Relationships
 
 
42,900
 
 
 
(9,598
)
Non-compete Agreements
 
 
700
 
 
 
(700
)
Curriculum/Software
 
 
6,833
 
 
 
(4,265
)
Franchise Contracts
 
 
9,064
 
 
 
(1,720
)
Clinical Agreements
 
 
336
 
 
 
(112
)
Trade Names
 
 
976
 
 
 
(904
)
Proprietary Technology
 
 
500
 
 
 
(250
)
Total
 
$
69,502
 
 
$
(24,521
)
Indefinite-Lived Intangible Assets:
 
 
 
 
 
 
 
 
Trade Names
 
$
106,132
 
 
 
 
 
Ross Title IV Eligibility and Accreditations
 
 
14,100
 
 
 
 
 
Intellectual Property
 
 
13,940
 
 
 
 
 
Chamberlain Title IV Eligibility and Accreditations
 
 
1,200
 
 
 
 
 
AUC Title IV Eligibility and Accreditations
 
 
100,000
 
 
 
 
 
Adtalem Brazil Accreditation
 
 
82,578
 
 
 
 
 
Total
 
$
317,950
 
 
 
 
 
 
 
 
September 30, 2017
 
 
 
Gross

Carrying

Amount
 
 
Accumulated

Amortization
 
Amortizable Intangible Assets:
 
 
 
 
 
 
 
 
Student Relationships
 
$
11,561
 
 
$
(8,860
)
Customer Relationships
 
 
42,900
 
 
 
(6,092
)
Non-compete Agreements
 
 
700
 
 
 
(674
)
Curriculum/Software
 
 
7,243
 
 
 
(2,887
)
Franchise Contracts
 
 
11,088
 
 
 
(1,643
)
Clinical Agreements
 
 
411
 
 
 
(116
)
Trade Names
 
 
1,196
 
 
 
(1,017
)
Proprietary Technology
 
 
500
 
 
 
(156
)
Total
 
$
75,599
 
 
$
(21,445
)
Indefinite-Lived Intangible Assets:
 
 
 
 
 
 
 
 
Trade Names
 
$
111,010
 
 
 
 
 
Ross Title IV Eligibility and Accreditations
 
 
14,100
 
 
 
 
 
Intellectual Property
 
 
13,940
 
 
 
 
 
Chamberlain Title IV Eligibility and Accreditations
 
 
1,200
 
 
 
 
 
AUC Title IV Eligibility and Accreditations
 
 
100,000
 
 
 
 
 
Adtalem Brazil Accreditation
 
 
101,512
 
 
 
 
 
Total
 
$
341,762
 
 
 
 
 
 
Amortization expense for amortized intangible assets was $2.1 million and $2.5 million for the three months ended September 30, 2018 and 2017, respectively. Estimated amortization expense for amortizable intangible assets for the next five fiscal years ending June 30 and in the aggregate, by reporting unit, is as follows (in thousands):
 
 
 
Professional
 
 
Adtalem
 
 
 
 
Fiscal Year
 
Education
 
 
Brazil
 
 
Total
 
2019
 
$
6,422
 
 
$
1,654
 
 
$
8,076
 
2020
 
 
4,671
 
 
 
1,216
 
 
 
5,887
 
2021
 
 
4,440
 
 
 
742
 
 
 
5,182
 
2022
 
 
4,300
 
 
 
503
 
 
 
4,803
 
2023
 
 
4,119
 
 
 
503
 
 
 
4,622
 
Thereafter
 
 
11,268
 
 
 
4,727
 
 
 
15,995
 
 
All amortizable intangible assets except student relationships and customer relationships are being amortized on a straight-line basis. The amount being amortized for student relationships is based on the estimated progression of the students through the respective Damásio Educacional (“Damasio”) and Grupo Ibmec Educacional S.A. (“Grupo Ibmec”) programs, giving consideration to the revenue and cash flow associated with both existing students and new applicants. The amount being amortized for customer relationships related to ACAMS is based on the estimated retention of the customers, giving consideration to the revenue and cash flow associated with these existing customers.
 
Indefinite-lived intangible assets related to trade names, Title IV eligibility, accreditations and intellectual property are not amortized, as there are no legal, regulatory, contractual, economic or other factors that limit the useful life of these intangible assets to the reporting entity.
 
In accordance with GAAP, goodwill and indefinite-lived intangibles arising from a business combination are not amortized and charged to expense over time. Instead, these assets must be reviewed annually for impairment or more frequently if circumstances arise indicating potential impairment. Adtalem’s annual impairment review was most recently completed as of May 31, 2018, at which time, there was no impairment loss associated with recorded goodwill or indefinite-lived intangible assets for any reporting unit.
 
Adtalem has five reporting units that contained goodwill as of the first quarter of fiscal year 2019. These reporting units constitute components for which discrete financial information is available and regularly reviewed by segment management. If the carrying amount of a reporting unit containing the goodwill exceeds the fair value of that reporting unit, an impairment loss to goodwill is recognized. In analyzing the results of operations and business conditions of all the reporting units, as of September 30, 2018, it was determined that no triggering event had occurred that would indicate the carrying value of a reporting unit had exceeded its fair value.
 
Adtalem has five reporting units that contained indefinite-lived intangible assets as of the first quarter of fiscal year 2019. For indefinite-lived intangible assets, management first analyzes qualitative factors including results of operations and business conditions of the five reporting units that contained indefinite-lived intangible assets, significant changes in cash flows at the individual indefinite-lived intangible asset level, if applicable, as well as how much previously calculated fair values exceed carrying values to determine if it is more likely than not that the intangible assets associated with these reporting units have been impaired.
 
Management does not believe the effects of Hurricanes Irma and Maria created a triggering event that would require an impairment analysis of AUC’s or RUSM’s indefinite-lived intangible assets and goodwill. Damage to physical property is being repaired with the majority of costs expected to be reimbursable by insurance proceeds. The September 2017 semesters at both institutions were completed with minimal lost students and revenue and commencement of future semesters was not impacted. Management believes it is probable that the response to the crisis and its ability to continue providing educational services demonstrates AUC’s and RUSM’s ability to generate future revenue and operating results sufficient to maintain fair values of these assets in excess of their carrying values.
 
These interim triggering event conclusions were based on the fact that the annual impairment review of Adtalem’s reporting units and indefinite-lived intangible assets resulted in no impairment indicators as of the end of fiscal year 2018, and that no interim events or deviations from planned operating results occurred as of September 30, 2018, that would cause management to reassess these conclusions.
 
On August 3, 2018, Adtalem announced plans to relocate RUSM to Barbados from its temporary location in Knoxville, Tennessee at facilities owned by Lincoln Memorial University (“LMU”) and a facility on St Kitts. Management believes the values of RUSM’s goodwill and indefinite-lived intangible assets will not be affected by this move. The Trade Name will continue to be used and we expect to receive the approval of the U.S. Department of Education (“ED”) to operate in Barbados prior to the move. No new accreditation is necessary, RUSM’s secondary accreditor the Caribbean Accreditation Authority for Education in Medicine and other Health Professions (“CAAM-HP”) will become its primary accreditor upon the start of the January 2019 semester, pending approval by ED. CAAM-HP is authorized by the government of Barbados to accredit medical programs.
 
Determining the fair value of a reporting unit or an intangible asset involves the use of significant estimates and assumptions. Management bases its fair value estimates on assumptions it believes to be reasonable at the time, but such assumptions are subject to inherent uncertainty. Actual results may differ from those estimates, which could lead to additional impairments of intangible assets or goodwill.
 
As of September 30, 2018, intangible assets from business combinations totaled $355.6 million and goodwill totaled $805.3 million. Together, these assets equaled 49% of total assets as of such date, and any impairment could significantly affect future results of operations.
 
The table below summarizes goodwill balances by reporting unit (in thousands): 
 
 
 
September 30,
 
 
June 30,
 
 
September 30,
 
Reporting Unit
 
2018
 
 
2018
 
 
2017
 
Chamberlain
 
$
4,716
 
 
$
4,716
 
 
$
4,716
 
AUC
 
 
68,321
 
 
 
68,321
 
 
 
68,321
 
RUSM and RUSVM
 
 
237,173
 
 
 
237,173
 
 
 
237,173
 
Professional Education
 
 
317,029
 
 
 
317,699
 
 
 
306,776
 
Adtalem Brazil
 
 
178,046
 
 
 
185,978
 
 
 
221,683
 
Total
 
$
805,285
 
 
$
813,887
 
 
$
838,669
 
 
The table below summarizes goodwill balances by reporting segment (in thousands):
 
 
 
September 30,
 
 
June 30,
 
 
September 30,
 
Reporting Segment
 
2018
 
 
2018
 
 
2017
 
Medical and Healthcare
 
$
310,210
 
 
$
310,210
 
 
$
310,210
 
Professional Education
 
 
317,029
 
 
 
317,699
 
 
 
306,776
 
Technology and Business
 
 
178,046
 
 
 
185,978
 
 
 
221,683
 
Total
 
$
805,285
 
 
$
813,887
 
 
$
838,669
 
 
The table below summarizes the changes in goodwill balances by reporting segment (in thousands):
 
 
 
Medical and

Healthcare
 
 
Professional

Education
 
 
Technology

and Business
 
 
Total
 
Balance at June 30, 2017
 
 
310,210
 
 
 
306,653
 
 
 
212,223
 
 
 
829,086
 
Foreign exchange rate changes
 
 
-
 
 
 
123
 
 
 
9,460
 
 
 
9,583
 
Balance at September 30, 2017
 
 
310,210
 
 
 
306,776
 
 
 
221,683
 
 
 
838,669
 
Acquisitions
 
 
-
 
 
 
11,527
 
 
 
5,636
 
 
 
17,163
 
Foreign exchange rate changes
 
 
-
 
 
 
(604
)
 
 
(41,341
)
 
 
(41,945
)
Balance at June 30, 2018
 
 
310,210
 
 
 
317,699
 
 
 
185,978
 
 
 
813,887
 
Foreign exchange rate changes
 
 
-
 
 
 
(670
)
 
 
(7,932
)
 
 
(8,602
)
Balance at September 30, 2018
 
$
310,210
 
 
$
317,029
 
 
$
178,046
 
 
$
805,285
 
 
The decrease in the goodwill balance from June 30, 2018 in the Professional Education segment is the result of a change in the value of the British Sterling Pound and Indian Rupee compared to the U.S. dollar. Since Becker’s European subsidiary’s and EduPristine’s goodwill is recorded in local currency, fluctuations in the values of the British Sterling Pound and Indian Rupee in relation to the U.S. dollar will cause changes in the balance of this asset. The decrease in the goodwill balance from June 30, 2018 in the Technology and Business segment is the result of a change in the value of the Brazilian Real compared to the U.S. dollar. Since Adtalem Brazil goodwill is recorded in local currency, fluctuations in the value of the Brazilian Real in relation to the U.S. dollar will cause changes in the balance of this asset.
 
The table below summarizes the indefinite-lived intangible asset balances by reporting segment (in thousands):
 
 
 
September 30,
 
 
June 30,
 
 
September 30,
 
Reporting Segment
 
2018
 
 
2018
 
 
2017
 
Medical and Healthcare
 
$
137,500
 
 
$
137,500
 
 
$
137,500
 
Professional Education
 
 
69,053
 
 
 
69,126
 
 
 
67,812
 
Technology and Business
 
 
106,575
 
 
 
111,324
 
 
 
136,450
 
Total
 
$
313,128
 
 
$
317,950
 
 
$
341,762
 
 
Total indefinite-lived intangible assets decreased by $4.8 million from June 30, 2018. The decrease is the result of a change in the value of the Brazilian Real as compared to the U.S. dollar. Since Adtalem Brazil intangible assets are recorded in local currency, fluctuations in the value of the Brazilian Real in relation to the U.S. dollar will cause changes in the balance of these assets.