Goodwill and Intangible Assets

12 Months Ended

Jun. 30, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Intangible Assets

13. Goodwill and Intangible Assets

Goodwill balances by reporting unit were as follows (in thousands):

	June 30,
	2024		2023
Chamberlain	$	4,716	$	4,716
Walden		651,052		651,052
AUC		68,321		68,321
RUSM		180,089		180,089
RUSVM		57,084		57,084
Total	$	961,262	$	961,262

Goodwill balances by reportable segment were as follows (in thousands):

	June 30,
	2024		2023
Chamberlain	$	4,716	$	4,716
Walden		651,052		651,052
Medical and Veterinary		305,494		305,494
Total	$	961,262	$	961,262

Amortizable intangible assets consisted of the following (in thousands):

	June 30, 2024				June 30, 2023
	Gross Carrying		Accumulated		Gross Carrying		Accumulated		Weighted-Average
	Amount		Amortization		Amount		Amortization		Amortization Period
Student relationships	$	161,900	$	(161,900)	$	161,900	$	(137,476)	3 Years
Curriculum		56,091		(32,257)		56,091		(21,037)	5 Years
Total	$	217,991	$	(194,157)	$	217,991	$	(158,513)

Indefinite-lived intangible assets consisted of the following (in thousands):

	June 30,
	2024		2023
Walden trade name	$	119,560	$	119,560
AUC trade name		17,100		17,100
RUSM trade name		3,500		3,500
RUSVM trade name		1,600		1,600
Chamberlain Title IV eligibility and accreditations		1,200		1,200
Walden Title IV eligibility and accreditations		495,800		495,800
AUC Title IV eligibility and accreditations		100,000		100,000
RUSM Title IV eligibility and accreditations		11,600		11,600
RUSVM Title IV eligibility and accreditations		2,500		2,500
Total	$	752,860	$	752,860

Indefinite-lived intangible asset balances by reportable segment were as follows (in thousands):

	June 30,
	2024		2023
Chamberlain	$	1,200	$	1,200
Walden		615,360		615,360
Medical and Veterinary		136,300		136,300
Total	$	752,860	$	752,860

Amortization expense for amortized intangible assets was $35.6 million, $61.2 million, and $97.3 million for the years ended June 30, 2024, 2023, and 2022, respectively. Future intangible asset amortization expense, by reporting unit, is expected to be as follows (in thousands):

Fiscal Year	Walden
2025	$	11,220
2026		11,220
2027		1,394
Total	$	23,834

Curriculum is amortized on a straight-line basis. Student relationships is amortized based on the estimated retention of the students and considers the revenue and cash flow associated with these existing students.

Indefinite-lived intangible assets related to trade names and Title IV eligibility and accreditations 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.

Goodwill and indefinite-lived intangible assets are not amortized, but are tested for impairment annually and when an event occurs or circumstances change such that it is more likely than not that an impairment may exist. There were no triggering events in fiscal year 2024 and our annual testing date is May 31.

Adtalem has five reporting units that contain goodwill and indefinite-lived intangible assets. These reporting units constitute components for which discrete financial information is available and regularly reviewed by segment management. We have the option to assess goodwill for impairment by first performing a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value. If it is determined that the reporting unit fair value is more likely than not less than its carrying value, or if we do not elect the option to perform an initial qualitative assessment, we perform a quantitative assessment of the reporting unit’s fair value. If the carrying value of a reporting unit containing the goodwill exceeds the fair value of that reporting unit, an impairment loss is recognized equal to the difference between the carrying value of the reporting unit and its fair value, not to exceed the carrying value of goodwill. We also have the option to perform a qualitative assessment to test indefinite-lived intangible assets for impairment by determining whether it is more likely than not that the indefinite-lived intangible assets are impaired. If it is determined that the indefinite-lived intangible asset is more likely than not impaired, or if we do not elect the option to perform an initial qualitative assessment, we perform a quantitative assessment of the indefinite-lived intangible assets. If the carrying value of the indefinite-lived intangible assets exceeds its fair value, an impairment loss is recognized to the extent the carrying value exceeds fair value.

As of May 31, 2024, we elected to perform a qualitative assessment for all reporting units, except AUC. We analyzed qualitative factors, including results of operations and business conditions of the four reporting units where a qualitative assessment was performed, significant changes in cash flows of the reporting unit level or individual indefinite-lived intangible asset level, if applicable, as well as how much previously calculated fair values exceeded carrying values to determine if it is more likely than not that the goodwill or indefinite-lived intangible assets were impaired. Based on the qualitative assessment of the four reporting units, it was determined that it was more likely than not that the fair values of the reporting units or individual indefinite-lived intangible assets exceeded the respective carrying values.

As of May 31, 2024, we did not elect to perform a qualitative assessment for the AUC trade name and AUC Title IV eligibility and accreditation indefinite-lived intangible assets, and therefore performed a quantitative assessment of the respective fair values. In determining fair value of the AUC trade name indefinite-lived intangible asset, we used the relief-from-royalty method. The significant assumptions used in this valuation approach are the risk-adjusted discount rate of 12.5%, forecasted revenue, a terminal revenue growth rate of 3.0%, and a royalty rate of 5.5%. In determining fair value of the AUC Title IV eligibility and accreditation indefinite-lived intangible asset, we used the with and without method in a discounted cash flow model. The significant assumptions used in this valuation approach are the risk-adjusted discount rate of 12.5%, forecasted revenue with and without the accreditations in place, and forecasted earnings before interest, taxes, depreciation, and amortization (“EBITDA”) with and without the accreditations in place. Based on these quantitative assessments, it was determined that the fair values of these indefinite-lived intangible assets in the AUC reporting unit exceeded their carrying values and therefore no impairment was identified.

As of May 31, 2024, we did not elect to perform a qualitative assessment for our AUC reporting unit and therefore performed a quantitative assessment of the reporting unit’s fair value. In determining fair value of the AUC reporting unit, we used the discounted cash flow model and the market multiple valuation approach. The significant assumptions used in the discounted cash flow model are the risk-adjusted discount rate of 12.5%, forecasted revenue and EBITDA, and a terminal growth rate of 3.0%. The significant assumptions used in the market multiple valuation approach include earnings multiples for comparable companies. Based on this quantitative assessment, it was determined that the fair value of the AUC reporting unit exceeded its carrying value and therefore no goodwill impairment was identified.

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. If economic conditions deteriorate, interest rates rise, or operating performance of our reporting units do not meet expectations such that we revise our long-term forecasts, we may recognize impairments of goodwill and other intangible assets in future periods.