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Discontinued Operations and Assets Held for Sale | 9 Months Ended
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Mar. 31, 2023
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 Consolidated Financial Statements as a discontinued operation. The purchase agreement includes an earn-out entitling Adtalem to payments of up to $20.0 million over a ten-year period payable based on DeVry University’s free cash flow. Adtalem received $4.1 million and $2.9 million during the second quarter of fiscal year 2023 and the second quarter of fiscal year 2022, respectively, related to the earn-out, resulting in a total of $7.0 million being received thus far. 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 bore interest at a rate of 4% per annum, payable annually in arrears, and had a maturity date of January 1, 2022. We received the loan repayment of $10.0 million during the third quarter of fiscal year 2022. 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 March 10, 2022, Adtalem completed the sale of ACAMS, Becker, and OCL to Wendel Group and Colibri Group (“Purchaser”), pursuant to the Equity Purchase Agreement (“Purchase Agreement”) dated January 24, 2022. Pursuant to the terms and subject to the conditions set forth in the Purchase Agreement, Adtalem sold the issued and outstanding shares of ACAMS, Becker, and OCL to the Purchaser for $962.7 million, net of cash of $21.5 million, subject to certain post-closing adjustments. In addition, on June 17, 2022, Adtalem completed the sale of EduPristine for de minimis consideration, which resulted in a transfer of $1.9 million in cash. We recorded a loss of $0.4 million and $3.6 million in the three and nine months ended March 31, 2023, respectively, for post-closing working capital adjustments to the initial sales price for ACAMS, Becker, and OCL and a tax return to provision adjustment, which is included in (loss) gain on disposal of discontinued operations before income taxes in the Consolidated Statements of Income. These divestitures are the culmination of a long-term strategy to sharpen the focus of our portfolio and enhance our ability to address the growing and unmet demand for healthcare professionals in the U.S. As these sales represented a strategic shift that had 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 Consolidated Financial Statements as discontinued operations. In accordance with GAAP, we have classified ACAMS, Becker, OCL, and EduPristine entities as “Held for Sale” and “Discontinued Operations” in all periods presented as applicable. The following is a summary of balance sheet information of assets and liabilities reported as held for sale, which includes only EduPristine balances as ACAMS, Becker, and OCL were sold as of March 31, 2022 (in thousands): ​
​ | ​ | ​ | ​
​ | ​ | March 31,
​ | ​ | 2022
Assets: |  | ​ | ​
Current assets: |  | ​ | ​
Cash and cash equivalents | ​ | $ | 1,273
Accounts receivable, net | ​ |  | 140
Prepaid expenses and other current assets | ​ |  | 19
Total current assets held for sale | ​ |  | 1,432
Noncurrent assets: | ​ |  | ​
Other assets, net | ​ |  | 93
Total noncurrent assets held for sale | ​ |  | 93
Total assets held for sale | ​ | $ | 1,525
​ | ​ | ​ | ​
Liabilities: | ​ |  | ​
Current liabilities: | ​ |  | ​
Accounts payable | ​ | $ | 884
Deferred revenue | ​ |  | 533
Total current liabilities held for sale | ​ |  | 1,417
Noncurrent liabilities: | ​ |  | ​
Other liabilities | ​ |  | 41
Total noncurrent liabilities held for sale | ​ |  | 41
Total liabilities held for sale | ​ | $ | 1,458
​ ​ The following is a summary of income statement information of operations reported as discontinued operations, which includes ACAMS, Becker, OCL, and EduPristine operations through the date of each respective sale, a loss from post-closing working capital adjustments and a tax return to provision adjustment, and activity related to the DeVry University divestiture, which includes litigation and settlement costs we continue to incur and the earn-outs we received (in thousands): ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Three Months Ended | ​ | Nine Months Ended
​ | ​ | March 31, | ​ | March 31,
​ | ​ | 2023 | ​ | 2022 | ​ | 2023 | ​ | 2022
Revenue | ​ | $ | — | ​ | $ | 41,105 | ​ | $ | — | ​ | $ | 153,444
Operating cost and expense: | ​ |  | ​ | ​ |  | ​ | ​ |  | ​ | ​ |  | ​
Cost of educational services | ​ |  | — | ​ |  | 6,872 | ​ |  | — | ​ |  | 26,846
Student services and administrative expense | ​ |  | 3,993 | ​ |  | 30,256 | ​ |  | 6,734 | ​ |  | 123,563
Restructuring expense | ​ |  | — | ​ |  | 551 | ​ |  | — | ​ |  | 1,500
Total operating cost and expense | ​ |  | 3,993 | ​ |  | 37,679 | ​ |  | 6,734 | ​ |  | 151,909
(Loss) income from discontinued operations before income taxes | ​ | ​ | (3,993) | ​ | ​ | 3,426 | ​ | ​ | (6,734) | ​ | ​ | 1,535
(Loss) gain on disposal of discontinued operations before income taxes | ​ | ​ | (402) | ​ | ​ | 474,003 | ​ | ​ | (3,576) | ​ | ​ | 474,003
Benefit from (provision for) income taxes | ​ |  | 1,701 | ​ |  | (134,089) | ​ |  | 3,222 | ​ |  | (134,201)
(Loss) income from discontinued operations | ​ | $ | (2,694) | ​ | $ | 343,340 | ​ | $ | (7,088) | ​ | $ | 341,337
​

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- Definition The entire disclosure related to a disposal group. Includes, but is not limited to, a discontinued operation, disposal classified as held-for-sale or disposed of by means other than sale or disposal of an individually significant component. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 360 -URI https://asc.fasb.org/topic&trid=2155823 Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 205 -SubTopic 20 -URI https://asc.fasb.org/subtopic&trid=2122178 + Details
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