XML 28 R19.htm IDEA: XBRL DOCUMENT
v3.22.0.1

Goodwill and Intangible Assets | 6 Months Ended
--- | ---
Dec. 31, 2021
Goodwill and Intangible Assets Disclosure [Abstract] |
Goodwill and Intangible Assets | 12. Goodwill and Intangible Assets The table below summarizes goodwill balances by reporting unit (in thousands): ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | December 31, | ​ | June 30, | ​ | December 31,
Reporting Unit | ​ | 2021 | ​ | 2021 | ​ | 2020
Chamberlain | ​ | $ | 4,716 | ​ | $ | 4,716 | ​ | $ | 4,716
Walden | ​ | ​ | 649,848 | ​ | ​ | — | ​ | ​ | —
AUC | ​ |  | 68,321 | ​ |  | 68,321 | ​ |  | 68,321
RUSM and RUSVM | ​ |  | 237,173 | ​ |  | 237,173 | ​ |  | 237,173
Total | ​ | $ | 960,058 | ​ | $ | 310,210 | ​ | $ | 310,210
​ The table below summarizes goodwill balances by reportable segment (in thousands): ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | December 31, | ​ | June 30, | ​ | December 31,
Reportable Segment | ​ | 2021 | ​ | 2021 | ​ | 2020
Chamberlain | ​ | $ | 4,716 | ​ | $ | 4,716 | ​ | $ | 4,716
Walden | ​ | ​ | 649,848 | ​ | ​ | — | ​ | ​ | —
Medical and Veterinary | ​ | ​ | 305,494 | ​ | ​ | 305,494 | ​ | ​ | 305,494
Total | ​ | $ | 960,058 | ​ | $ | 310,210 | ​ | $ | 310,210
​ The table below summarizes the changes in goodwill balances by reportable segment (in thousands): ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | Medical and | ​ | ​ | ​
​ | ​ | Chamberlain | ​ | Walden | ​ | Veterinary | ​ | Total
June 30, 2020 | ​ | $ | 4,716 | ​ | $ | — | ​ | $ | 305,494 | ​ | $ | 310,210
December 31, 2020 | ​ | ​ | 4,716 | ​ | ​ | — | ​ | ​ | 305,494 | ​ | ​ | 310,210
June 30, 2021 | ​ | ​ | 4,716 | ​ | ​ | — | ​ | ​ | 305,494 | ​ | ​ | 310,210
Acquisition |  | ​ | — |  | ​ | 649,848 |  | ​ | — |  | ​ | 649,848
December 31, 2021 | ​ | $ | 4,716 | ​ | $ | 649,848 | ​ | $ | 305,494 | ​ | $ | 960,058
​ Amortizable intangible assets consisted of the following (in thousands): ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | December 31, 2021 | ​ | ​
​ | ​ | Gross Carrying | ​ | Accumulated | ​ | Weighted-Average
Amortizable intangible assets | ​ | Amount | ​ | Amortization | ​ | Amortization Period
Student relationships | ​ | $ | 161,900 | ​ | $ | (42,943) |  | 3 Years
Curriculum | ​ |  | 56,091 | ​ |  | (4,207) |  | 5 Years
Total | ​ | $ | 217,991 | ​ | $ | (47,150) |  | ​
​ Indefinite-lived intangible assets consisted of the following (in thousands): ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | December 31, | ​ | June 30, | ​ | December 31,
Indefinite-lived intangible assets | ​ | 2021 | ​ | 2021 | ​ | 2020
Walden trade name | ​ | $ | 119,560 | ​ | $ | — | ​ | $ | —
AUC trade name | ​ | ​ | 17,100 | ​ | ​ | 17,100 | ​ | ​ | 17,100
Ross trade name | ​ | ​ | 5,100 | ​ | ​ | 5,100 | ​ | ​ | 5,100
Chamberlain Title IV eligibility and accreditations | ​ |  | 1,200 | ​ |  | 1,200 | ​ |  | 1,200
Walden Title IV eligibility and accreditations | ​ | ​ | 495,800 | ​ | ​ | — | ​ | ​ | —
AUC Title IV eligibility and accreditations | ​ |  | 100,000 | ​ |  | 100,000 | ​ |  | 100,000
Ross Title IV eligibility and accreditations | ​ |  | 14,100 | ​ |  | 14,100 | ​ |  | 14,100
Total | ​ | $ | 752,860 | ​ | $ | 137,500 | ​ | $ | 137,500
​ The table below summarizes the indefinite-lived intangible asset balances by reportable segment (in thousands): ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | December 31, | ​ | June 30, | ​ | December 31,
Reportable Segment | ​ | 2021 | ​ | 2021 | ​ | 2020
Chamberlain | ​ | $ | 1,200 | ​ | $ | 1,200 | ​ | $ | 1,200
Walden | ​ | ​ | 615,360 | ​ | ​ | — | ​ | ​ | —
Medical and Veterinary | ​ | ​ | 136,300 | ​ | ​ | 136,300 | ​ | ​ | 136,300
Total | ​ | $ | 752,860 | ​ | $ | 137,500 | ​ | $ | 137,500
​ Amortization expense for amortized intangible assets was $30.7 million and $47.2 million in the three and six months ended December 31, 2021, respectively. There was no amortization expense in the three and six months ended December 31, 2020. Estimated intangible asset amortization expense, by reporting unit, is as follows (in thousands): ​
​ | ​ | ​ | ​
​ | ​ | ​
Fiscal Year | ​ | Walden
2022 (remaining) | ​ | $ | 50,124
2023 | ​ |  | 61,239
2024 | ​ |  | 35,644
2025 | ​ |  | 11,220
2026 | ​ |  | 11,220
Thereafter | ​ |  | 1,394
Total | ​ | $ | 170,841
​ Curriculum is amortized on a straight-line basis. Student relationships is amortized based on the estimated retention of the students and giving consideration to 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 intangibles 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. Our annual testing date is May 31. Adtalem has four reporting units that contained goodwill as of the second quarter of fiscal year 2022. These reporting units constitute components for which discrete financial information is available and regularly reviewed by segment management and the Board of Directors (the “Board”). If the carrying amount of a reporting unit containing the goodwill exceeds the fair value of that reporting unit, an impairment loss is recognized to the extent the fair value of the reporting unit goodwill is less than the carrying amount of the goodwill, up to the amount of goodwill recorded. In analyzing the results of operations and business conditions of all four reporting units, as of December 31, 2021, 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 four reporting units that contained indefinite-lived intangible assets as of the second quarter of fiscal year 2022. For indefinite-lived intangible assets, management first analyzes qualitative factors, including results of operations and business conditions of the four 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. In qualitatively assessing the indefinite-lived intangible assets of the four reporting units, it was determined that it was more likely than not that these assets’ fair values exceeded their carrying values as of December 31, 2021. 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 impairments as of the end of fiscal year 2021, and that no interim events or deviations from planned operating results occurred as of December 31, 2021 that would cause management to reassess these conclusions. Although the COVID-19 pandemic is expected to have a negative effect on the operating results of all four reporting units that contain goodwill and indefinite-lived intangible assets, at this time none of the effects are considered significant enough to create a triggering event. The effects are currently projected to be short-term and would not significantly decrease long-term cash flow projections; however, should economic conditions continue to deteriorate, the revenue and operating results could also deteriorate to the point where a triggering event would exist and require reassessment of the fair values of goodwill and intangible assets and potential impairments. 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 future impairments of goodwill or intangible assets.

X
- References No definition available. + Details
Name: | us-gaap_GoodwillAndIntangibleAssetsDisclosureAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration

X
- Definition The entire disclosure for goodwill and intangible assets. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 350 -URI http://asc.fasb.org/topic&trid=2144416 + Details
Name: | us-gaap_GoodwillAndIntangibleAssetsDisclosureTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration