INTANGIBLE ASSETS

3 Months Ended

Sep. 30, 2017

Goodwill and Intangible Assets Disclosure [Abstract]

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, 2017
	Gross				Weighted Average
	Carrying		Accumulated		Amortization
	Amount		Amortization		Period
Amortizable Intangible Assets:
Student Relationships	$	11,561	$	(8,860)	5 Years
Customer Relationships		42,900		(6,092)	10 Years
Non-compete Agreements		700		(674)	1 Year
Curriculum/Software		7,243		(2,887)	4 Years
Franchise Contracts		11,088		(1,643)	18 Years
Clinical Agreements		411		(116)	15 Years
Trade Names		1,196		(1,017)	10 Years
Proprietary Technology		500		(156)	4 Years
Total	$	75,599	$	(21,445)
Indefinite-Lived Intangible Assets:
Trade Names	$	111,010
Trademarks		1,645
Ross Title IV Eligibility and Accreditations		14,100
Intellectual Property		13,940
Chamberlain Title IV Eligibility and Accreditations		1,200
Carrington Title IV Eligibility and Accreditations		20,200
AUC Title IV Eligibility and Accreditations		100,000
Adtalem Brazil Accreditation		101,512
Total	$	363,607

	June 30, 2017
	Gross		Accumulated
	Carrying		Amortization
	Amount
Amortizable Intangible Assets:
Student Relationships	$	12,459	$	(9,323)
Customer Relationships		42,900		(4,923)
Non-compete Agreements		700		(665)
Curriculum/Software		7,147		(2,329)
Franchise Contracts		10,615		(1,425)
Clinical Agreements		393		(104)
Trade Names		1,145		(945)
Proprietary Technology		500		(125)
Total	$	75,859	$	(19,839)
Indefinite-Lived Intangible Assets:
Trade Names	$	109,519
Trademarks		1,645
Ross Title IV Eligibility and Accreditations		14,100
Intellectual Property		13,940
Chamberlain Title IV Eligibility and Accreditations		1,200
Carrington Title IV Eligibility and Accreditations		20,200
AUC Title IV Eligibility and Accreditations		100,000
Adtalem Brazil Accreditation		97,179
Total	$	357,783

	September 30, 2016
	Gross		Accumulated
	Carrying		Amortization
	Amount
Amortizable Intangible Assets:
Student Relationships	$	14,333	$	(8,107)
Customer Relationships		42,900		(1,367)
Non-compete Agreements		1,640		(1,012)
Curriculum/Software		8,151		(1,635)
Franchise Contracts		10,818		(1,002)
Clinical Agreements		401		(87)
Trade Names		1,167		(875)
Proprietary Technology		500		(31)
Total	$	79,910	$	(14,116)
Indefinite-Lived Intangible Assets:
Trade Names	$	110,162
Trademarks		1,645
Ross Title IV Eligibility and Accreditations		14,100
Intellectual Property		13,940
Chamberlain Title IV Eligibility and Accreditations		1,200
Carrington Title IV Eligibility and Accreditations		20,200
AUC Title IV Eligibility and Accreditations		100,000
Adtalem Brazil Accreditation		99,048
Total	$	360,295

Amortization expense for amortized intangible assets was $2.5 million and $3.3 million for the three months ended September 30, 2017 and 2016, 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):

	Becker and		Adtalem
Fiscal Year	ACAMS		Brazil		Total
2018	$	6,501	$	2,994	$	9,495
2019		6,422		2,152		8,574
2020		4,671		1,515		6,186
2021		4,440		949		5,389
2022		4,300		643		4,943
Thereafter		15,386		6,684		22,070

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 Faculdade Boa Viagem (“FBV”), Centro Universitário Vale do Ipojuca (“Unifavip”), 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, trademarks, 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 during the fourth quarter of fiscal year 2017, at which time, there was no impairment loss associated with recorded goodwill or indefinite-lived intangible assets for any reporting unit.

Adtalem has six reporting units which contained goodwill as of the first quarter of fiscal year 2018. 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 six reporting units as of September 30, 2017, it was determined that no triggering event had occurred that would indicate the carrying value of a reporting unit had exceeded its fair value.

For indefinite-lived intangible assets, management first analyzes qualitative factors including results of operations and business conditions of the seven 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 have created a triggering event which would require an impairment analysis of AUC’s or RUSM’s indefinite-lived intangible assets and goodwill. Damage to physical property will be repaired with the majority of costs expected to be reimbursable by insurance proceeds. The September 2017 semesters at both institutions will be completed with minimal lost students and revenue and commencement of future semesters is not in question. 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 qualitative analysis of Adtalem’s reporting units and indefinite-lived intangible assets resulted in no impairment indicators as of the end of fiscal year 2017, except at the DeVry University reporting unit, and that no interim events or deviations from planned operating results occurred as of September 30, 2017, that would cause management to reassess these conclusions.

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.

At September 30, 2017, intangible assets from business combinations totaled $417.8 million and goodwill totaled $860.9 million. Together, these assets equaled approximately 54% 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	2017		2017		2016
Chamberlain	$	4,716	$	4,716	$	4,716
AUC		68,321		68,321		68,321
RUSM and RUSVM		237,173		237,173		237,173
Becker and ACAMS		306,776		306,653		306,642
Adtalem Brazil		221,683		212,223		215,140
DeVry University		22,196		22,196		22,196
Total	$	860,865	$	851,282	$	854,188

The table below summarizes goodwill balances by reporting segment (in thousands):

	September 30,		June 30,		September 30,
Reporting Segment	2017		2017		2016
Medical and Healthcare	$	310,210	$	310,210	$	310,210
Professional Education		306,776		306,653		306,642
Technology and Business		221,683		212,223		215,140
U.S. Traditional Postsecondary		22,196		22,196		22,196
Total	$	860,865	$	851,282	$	854,188

The table below summarizes the changes in the carrying amount of goodwill by segment (in thousands):

							U.S. Traditional
							Postsecondary
	Medical				Technology				Accumulated
	and		Professional		and				Impairment
	Healthcare		Education		Business		Gross		Losses		Total
Balance at June 30, 2016		310,210		32,043		223,558		207,913		(185,717)		588,007
Purchase Accounting Adjustments		-		-		(4,481)		-		-		(4,481)
Acquisitions		-		274,672		-		-		-		274,672
Foreign exchange rate changes		-		(73)		(3,937)		-		-		(4,010)
Balance at September 30, 2016		310,210		306,642		215,140		207,913		(185,717)		854,188
Purchase Accounting Adjustments		-		17		878		-		-		895
Foreign exchange rate changes		-		(6)		(3,795)		-		-		(3,801)
Balance at June 30, 2017		310,210		306,653		212,223		207,913		(185,717)		851,282
Foreign exchange rate changes		-		123		9,460		-		-		9,583
Balance at September 30, 2017	$	310,210	$	306,776	$	221,683	$	207,913	$	(185,717)	$	860,865

The increase in the goodwill balance from June 30, 2017 in the Professional Education segment is the result of a change in the value of the British Sterling Pound compared to the U.S. dollar. Since Becker’s European subsidiary’s goodwill is recorded in local currency, fluctuations in the value of the British Sterling Pound in relation to the U.S. dollar will cause changes in the balance of this asset. The increase in the goodwill balance from June 30, 2017 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	2017		2017		2016
Medical and Healthcare	$	137,500	$	137,500	$	137,500
Professional Education		67,812		67,812		67,812
Technology and Business		136,450		130,626		133,138
U.S. Traditional Postsecondary		21,845		21,845		21,845
Total	$	363,607	$	357,783	$	360,295

Total indefinite-lived intangible assets increased by $5.8 million from June 30, 2017. The increase 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 the 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.

- Definition

The entire disclosure for the aggregate amount of goodwill and a description of intangible assets, which may include (a) for amortizable intangible assets (also referred to as finite-lived intangible assets), the carrying amount, the amount of any significant residual value, and the weighted-average amortization period, (b) for intangible assets not subject to amortization (also referred to as indefinite-lived intangible assets), the carrying amount, and (c) the amount of research and development assets acquired and written off in the period, including the line item in the income statement in which the amounts written off are aggregated, if not readily apparent from the income statement. Also discloses (a) for amortizable intangibles assets in total and by major class, the gross carrying amount and accumulated amortization, the total amortization expense for the period, and the estimated aggregate amortization expense for each of the five succeeding fiscal years, (b) for intangible assets not subject to amortization the carrying amount in total and by major class, and (c) for goodwill, in total and for each reportable segment, the changes in the carrying amount of goodwill during the period (including the aggregate amount of goodwill acquired, the aggregate amount of impairment losses recognized, and the amount of goodwill included in the gain (loss) on disposal of a reporting unit). If any part of goodwill has not been allocated to a reportable segment, discloses the unallocated amount and the reasons for not allocating. For each impairment loss recognized related to an intangible asset (excluding goodwill), discloses: (a) a description of the impaired intangible asset and the facts and circumstances leading to the impairment, (b) the amount of the impairment loss and the method for determining fair value, (c) the caption in the income statement or the statement of activities in which the impairment loss is aggregated, and (d) the segment in which the impaired intangible asset is reported. For each goodwill impairment loss recognized, discloses: (a) a description of the facts and circumstances leading to the impairment, (b) the amount of the impairment loss and the method of determining the fair value of the associated reporting unit, and (c) if a recognized impairment loss is an estimate not finalized and the reasons why the estimate is not final. May also disclose the nature and amount of any significant adjustments made to a previous estimate of an impairment loss.

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