XML 20 R11.htm IDEA: XBRL DOCUMENT

Discontinued Operations and Assets Held for Sale

6 Months Ended

Dec. 31, 2021

Discontinued Operations And Disposal Groups [Abstract]

Discontinued Operations and Assets Held for Sale

4. Discontinued Operations and Assets Held for Sale

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. Adtalem received $2.9 million during the second quarter of fiscal year 2022 related to the earn-out, which was recorded within discontinued operations in the Consolidated Statements of Income (Loss) for the three and six months ended December 31, 2021. 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 “ DeVry Note”). The DeVry Note bears interest at a rate of 4% per annum, payable annually in arrears, and had a maturity date of January 1, 2022. Based on the terms of the DeVry Note, DeVry University may make prepayments and may be required to make prepayments on the DeVry Note. The DeVry Note is included on the Consolidated Balance Sheet in prepaid expenses and other current assets as of each of December 31, 2021 and June 30, 2021, and other assets, net as of December 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.

On January 24, 2022, Adtalem entered into an Equity Purchase Agreement (“Purchase Agreement”) with Wendel Group and Colibri Group (“Purchaser”). Pursuant to the terms and subject to the conditions set forth in the Purchase Agreement, Adtalem will sell all of the issued and outstanding shares of ACAMS, Becker, and OCL to the Purchaser for $1 billion. This transaction is expected to be completed in the third quarter of fiscal year 2022. This sale is the culmination of a long-term strategy to sharpen the focus of our portfolio and enhance our ability to address the rapidly growing and unmet demand for healthcare professions in the U.S. In addition, Adtalem is in the process of selling EduPristine. As the potential sale of ACAMS, Becker, OCL, and EduPristine represents a strategic shift that will have a major effect on Adtalem’s operations and financial results, these businesses previously included in our former Financial Services segment are presented in Adtalem’s financial reporting as discontinued operations. All prior periods presented disclose Financial Services assets and liabilities as held for sale, and operations and cash flows of Financial Services as discontinued operations.

The following is a summary of balance sheet information of assets and liabilities reported as held for sale, which includes ACAMS, Becker, OCL, and EduPristine (in thousands):


		December 31,			June 30,			December 31,
		2021			2021			2020
Assets:
Current assets:
Cash and cash equivalents		$	48,450		$	18,236		$	33,389
Accounts receivable, net			21,960			24,955			19,437
Prepaid expenses and other current assets			3,987			5,124			3,878
Total current assets held for sale			74,397			48,315			56,704
Noncurrent assets:
Property and equipment, net			14,065			13,545			11,050
Operating lease assets			1,172			1,578			1,926
Intangible assets, net			133,777			138,749			145,018
Goodwill			376,165			376,164			376,347
Other assets, net			4,149			1,561			101
Total noncurrent assets held for sale			529,328			531,597			534,442
Total assets held for sale		$	603,725		$	579,912		$	591,146

Liabilities:
Current liabilities:
Accounts payable		$	14,242		$	13,650		$	9,780
Accrued payroll and benefits			7,551			10,121			7,011
Accrued liabilities			3,752			2,914			3,464
Deferred revenue			31,017			31,890			27,748
Current operating lease liabilities			1,128			1,338			1,293
Total current liabilities held for sale			57,690			59,913			49,296
Noncurrent liabilities:
Long-term operating lease liabilities			342			789			1,485
Deferred income taxes			30,827			31,821			31,163
Other liabilities			917			907			901
Total noncurrent liabilities held for sale			32,086			33,517			33,549
Total liabilities held for sale		$	89,776		$	93,430		$	82,845

The following is a summary of income statement information of operations reported as discontinued operations, which includes ACAMS, Becker, OCL, and EduPristine, and activity related to the DeVry University divestiture, which includes litigation and settlement costs we continue to incur and the earn-out we received (in thousands):


		Three Months Ended						Six Months Ended
		December 31,						December 31,
		2021			2020			2021			2020
Revenue		$	53,082		$	48,715		$	112,339		$	98,130
Operating cost and expense:
Cost of educational services			8,914			5,996			19,974			14,001
Student services and administrative expense			39,060			42,647			93,307			82,079
Restructuring expense			949			—			949			1,307
Total operating cost and expense			48,923			48,643			114,230			97,387
Income (loss) from discontinued operations before income taxes			4,159			72			(1,891)			743
Provision for income taxes			(25,340)			(864)			(112)			(1,282)
Loss from discontinued operations			(21,181)			(792)			(2,003)			(539)
Net loss attributable to redeemable noncontrolling interest from discontinued operations			—			166			—			257
Net loss from discontinued operations attributable to Adtalem		$	(21,181)		$	(626)		$	(2,003)		$	(282)