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Discontinued Operations and Assets Held for Sale

9 Months Ended

Mar. 31, 2021

Discontinued Operations And Disposal Groups [Abstract]

Discontinued Operations and Assets Held for Sale

3. Discontinued Operations and Assets Held for Sale

On December 4, 2018, Adtalem completed the sale of Carrington to San Joaquin Valley College, Inc. (“SJVC”) for de minimis consideration. As the sale represented a strategic shift that had a major effect on Adtalem’s operations and financial results, Carrington is presented in Adtalem’s financial reporting as a discontinued operation. Adtalem has retained certain leases associated with the Carrington operations. Adtalem remains the primary lessee on these leases and subleases to Carrington. Adtalem records the proceeds from these subleases as an offset to operating costs. Adtalem also assigned certain leases to Carrington but remains contingently liable under these leases. Adtalem recorded a pre-tax loss of $11.3 million on the sale of Carrington and transferred $9.9 million of cash and restricted cash balances to Carrington in fiscal year 2019, subject to post-closing adjustments to be completed in fiscal year 2021.

On December 11, 2018, Adtalem completed the sale of DeVry University to Cogswell Education, LLC (“Cogswell”) for de minimis consideration. As the sale represented a strategic shift that had a major effect on Adtalem’s operations and financial results, DeVry University is presented in Adtalem’s financial reporting as a discontinued operation. The purchase agreement includes an earn-out entitling Adtalem to payments of up to $20 million over a ten-year period payable based on DeVry University’s free cash flow. In connection with the closing of the sale, Adtalem loaned to DeVry University $10.0 million under the terms of the promissory note, dated as of December 11, 2018 (the “Note”). The Note bears interest at a rate of 4% per annum, payable annually in arrears, and has a maturity date of January 1, 2022. Based on the terms of the Note, DeVry University may make prepayments and may be required to make prepayments on the Note. The Note is included on the Consolidated Balance Sheet in prepaid expenses and other current assets as of March 31, 2021 and other assets, net as of each of June 30, 2020 and March 31, 2020. Adtalem has retained certain leases associated with DeVry University operations. Adtalem remains the primary lessee on these leases and subleases to DeVry University. In addition, Adtalem owns the buildings for certain DeVry University operating and administrative office locations and leases space to DeVry University under one-year operating leases, renewable annually at DeVry University’s option with the exception of one lease which expires in December 2023. Adtalem records the proceeds from these leases and subleases as an offset to operating costs. Adtalem also assigned certain leases to DeVry University but remains contingently liable under these leases. Adtalem recorded a pre-tax loss of $22.3 million on the sale of DeVry University and transferred $40.2 million of cash and restricted cash balances to DeVry University in fiscal year 2019.

On April 24, 2020, Adtalem completed the sale of Adtalem Brazil to Estácio Participações S.A. (“Estácio”) and Sociedade de Ensino Superior Estaćio de Sá Ltda, a wholly owned subsidiary of Estácio (“Purchaser”), pursuant to the Stock Purchase Agreement dated October 18, 2019. As the sale represented a strategic shift that had a major effect on Adtalem’s operations and financial results, Adtalem Brazil is presented in Adtalem’s financial reporting as a discontinued operation. Pursuant to the terms and subject to the conditions set forth in the purchase agreement, Adtalem sold the issued and outstanding shares of Adtalem Brasil Holding S.A. (a/k/a Adtalem Brazil) to the Purchaser for R$1,920 million, subject to certain post-closing adjustments pursuant to the purchase agreement. Adtalem received $345.9 million in sale proceeds and $56.0 million of Adtalem Brazil’s cash, for a combined $401.9 million upon the sale. Adtalem Brazil’s cash balance on the sale date was $88.4 million, resulting in $313.5 million of cash proceeds, net of this cash transferred. In addition, Adtalem received $110.7 million from the settlement of a deal-contingent foreign currency hedge arrangement entered into in connection with the sale of Adtalem Brazil to economically hedge the Brazilian Real sales price through the mitigation of the currency exchange rate risk. Adtalem recorded this settlement as a pre-tax gain on the hedge of $110.7 million in fiscal year 2020. The hedge agreement had a total notional amount of R$2,154 million. The derivative associated with the hedge agreement did not qualify for hedge accounting treatment under ASC 815, and as a result, all changes in fair value were recorded within the income statement. Adtalem recorded a pre-tax unrealized gain on the hedge agreement derivative based on a foreign exchange forward spot rate as of March 31, 2020 of $111.8 million and $83.8 million for the three and nine months ended March 31, 2020, respectively, (see Note 17 “Fair Value Measurements” for additional

information) with an $83.8 million asset included within prepaid expenses and other current assets on the March 31, 2020 Consolidated Balance Sheet.

The following is a summary of balance sheet information of assets and liabilities reported as held for sale as of March 31, 2020, which includes only Adtalem Brazil balances as Carrington and DeVry University were sold prior to that date (in thousands):


		March 31,
		2020
Assets:
Current assets:
Cash and cash equivalents		$	83,961
Accounts receivable, net			52,507
Prepaid expenses and other current assets			5,949
Total current assets held for sale			142,417
Noncurrent assets:
Property and equipment, net			57,610
Operating lease assets			54,092
Deferred income taxes			4,144
Intangible assets, net			88,403
Goodwill			138,914
Other assets, net			9,542
Total noncurrent assets held for sale			352,705
Total assets held for sale		$	495,122

Liabilities:
Current liabilities:
Accounts payable		$	2,378
Accrued payroll and benefits			10,671
Accrued liabilities			4,891
Deferred revenue			8,688
Current operating lease liabilities			8,322
Total current liabilities held for sale			34,950
Noncurrent liabilities:
Long-term operating lease liabilities			46,747
Deferred income taxes			3,046
Other liabilities			12,194
Total noncurrent liabilities held for sale			61,987
Total liabilities held for sale		$	96,937

The following is a summary of income statement information of operations reported as discontinued operations, which includes Adtalem Brazil’s, Carrington’s, and DeVry University’s operations through the date of each respective sale (in thousands):


		Three Months Ended						Nine Months Ended
		March 31,						March 31,
		2021			2020			2021			2020
Revenue		$	—		$	41,355		$	—		$	142,160
Operating cost and expense:
Cost of educational services			—			28,940			—			98,605
Student services and administrative expense			6,836			17,781			28,107			47,860
Restructuring expense			—			199			—			625
Total operating cost and expense			6,836			46,920			28,107			147,090
Operating loss			(6,836)			(5,565)			(28,107)			(4,930)
Other income (expense):
Interest and dividend income			—			425			—			2,164
Interest expense			—			(807)			—			(2,770)
Net other expense			—			(382)			—			(606)
Loss from discontinued operations before income taxes			(6,836)			(5,947)			(28,107)			(5,536)
Benefit from income taxes			1,679			3,228			6,904			3,778
Net loss from discontinued operations attributable to Adtalem		$	(5,157)		$	(2,719)		$	(21,203)		$	(1,758)

We continue to incur costs, principally attorney fees, associated with ongoing litigation and settlements related to the DeVry University divestiture, which was completed during fiscal year 2019, and are classified as expense within discontinued operations.