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Discontinued Operations and Assets Held for Sale | 12 Months Ended
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Dec. 31, 2023
Discontinued Operations and Disposal Groups [Abstract] |
Discontinued Operations and Assets Held for Sale | Discontinued Operations and Assets Held for Sale Discontinued Operations As discussed in Note 1, Description of Business, the Company's principal markets are Mexico and Peru. All other markets have been divested. The divestitures were completed in 2021. In 2022 and 2023, the Company recorded certain adjustments to sale price and estimates of contingent items. Summarized operating results and cash flows of the Discontinued Operations are presented in the following table:
For the years ended December 31, | 2023 | 2022 | 2021
Revenues | $ | — |  | $ | — |  | $ | 542,979 |
Depreciation and amortization expense | — |  | — |  | — |
Share-based compensation expense | — |  | — |  | (1,277) |
Other direct costs | — |  | — |  | (433,127) |
Loss on impairment of assets | — |  | — |  | (1,268) |
Other non-operating expense | — |  | — |  | (22,288) |
(Loss) gain on sale of discontinued operations before taxes, net | (9,762) |  | 7,752 |  | 636,172 |
Pretax (loss) income of discontinued operations | (9,762) |  | 7,752 |  | 721,191 |
Income tax benefit (expense) | — |  | 508 |  | (234,326) |
(Loss) income from discontinued operations, net of tax | $ | (9,762) |  | $ | 8,260 |  | $ | 486,865 |
Operating cash flows of discontinued operations | $ | — |  | $ | — |  | $ | 39,544 |
Investing cash flows of discontinued operations | $ | — |  | $ | — |  | $ | (11,161) |
Financing cash flows of discontinued operations | $ | — |  | $ | — |  | $ | (18,054) |
2021 Loss Recognized on Brazil Disposal Group During the first quarter of 2021, the Company recorded a loss of approximately $32,400 related to the Brazil disposal group, which was classified as a Discontinued Operation, in order to write down the carrying value of those assets to their estimated fair value less costs to sell as of March 31, 2021, in accordance with ASC 360-10, “Impairment and Disposal of Long-lived Assets” (ASC 360-10). The estimated fair value was based on the sale agreement for the disposal group that was announced on November 2, 2020, as previously disclosed. The sale of the Brazil disposal group closed on May 28, 2021. See Note 5, Dispositions, for more information. Assets Held for Sale During the second quarter of 2023, two of the Company’s subsidiaries that operate K-12 educational programs in Mexico met the criteria for classification as held for sale under ASC 360-10-45-9, “Long-Lived Assets Classified as Held for Sale.” The sale of the K-12 campuses is intended to allow the Mexico segment to focus on its core business. The planned sale of this disposal group does not represent a strategic shift and therefore does not qualify for presentation as a discontinued operation in the Consolidated Financial Statements. In addition, during 2023, two parcels of land at campuses in Mexico met the criteria for classification as held for sale under ASC 360-10-45-9, as did a parcel of land in the United States. The assets and liabilities are recorded at the lower of their carrying values or their estimated fair values less costs to sell. The carrying amounts of the major classes of assets and liabilities that were classified as held for sale are presented in the following table:
| December 31, 2023 |  | December 31, 2022
Assets Held for Sale |  |  |
Cash and cash equivalents | $ | 502 |  |  | $ | — |
Receivables, net | 376 |  |  | — |
Property and equipment, net | 6,310 |  |  | — |
Operating lease right-of-use assets, net | 9,094 |  |  | — |
Other assets | 11 |  |  | — |
Total assets held for sale | $ | 16,293 |  |  | $ | — |
Liabilities Held for Sale |  |  |
Deferred revenue and student deposits | $ | 731 |  |  | $ | — |
Operating leases, including current portion | 9,214 |  |  | — |
Long-term debt, including current portion | 859 |  |  | — |
Other liabilities | 703 |  |  | — |
Total liabilities held for sale | $ | 11,507 |  |  | $ | — |
The long-term debt balance represents a finance lease for property. Dispositions Honduras Divestiture On March 8, 2021, the Company completed the divestiture of its operations in Honduras to Fundación Nasser, a not-for-profit foundation in Honduras. In connection with the transaction, the Company transferred control of Fundaempresa, which manages Universidad Tecnológica Centroamericana (UNITEC), including Centro Universitario Tecnológico (CEUTEC). The proceeds received, net of cash sold, closing costs and a working capital adjustment that was completed during the second quarter of 2021, were approximately $24,000. As a result of the sale, the Company recognized a pre-tax loss of approximately $1,700, which is included in Income (loss) from discontinued operations, net of tax in the Consolidated Statement of Operations for the year ended December 31, 2021. Under the transaction terms, additional consideration of $2,000 was paid into an escrow account at closing and, assuming certain conditions are met, will be released to the Company based on the following schedule: 50% after 18 months, 25% of the remaining escrow account after 24 months, and the remaining $750 after 36 months. During the third quarter of 2022 and the first quarter of 2023, the Company received the first two scheduled escrow payments of $1,000 and $250, respectively. Receipt of Remaining Escrow Receivable from Sale of China Operations On January 25, 2018, the Company completed the sale of LEI Lie Ying Limited in China. At the closing of the sale on January 25, 2018, a portion of the total transaction value was paid into an escrow account, to be distributed to the Company pursuant to the terms and conditions of the escrow agreement. In June 2020, the Company received approximately one-half of the escrow account, and the remainder was due in January 2021. In April 2021, the Company received 168,284 Hong Kong Dollars (approximately $21,650 at the date of receipt), which represented payment in full for the remainder of the escrow account. Accordingly, the Company recognized a gain of approximately $13,600, which is included in Income (loss) from discontinued operations, net of tax, in the Consolidated Statement of Operations for the year ended December 31, 2021. Brazil Divestiture On May 28, 2021, the Company completed the sale of its operations in Brazil to Ânima Holding S.A. (Anima). The proceeds received at the date of sale, net of cash sold, transaction fees and settlement of foreign currency swaps, were approximately $625,000. The Company used a portion of the proceeds to repay the remaining balance outstanding under its Senior Notes due 2025. Additionally, the buyer assumed indebtedness, gross of cash sold, of approximately $121,000. The Company recognized a pre-tax gain on the sale of approximately $33,000, which included: i) the derecognition of the carrying value of the disposal group; ii) working capital and purchase price adjustments that were completed during the third and fourth quarters of 2021; and iii) contingent consideration of approximately $6,500 that was recognized during the fourth quarter of 2021, in accordance with the terms of the sale agreement. This gain is included in Income (loss) from discontinued operations, net of tax in the Consolidated Statement of Operations for the year ended December 31, 2021. Walden Divestiture On August 12, 2021, the Company closed the transaction pursuant to the Membership Interest Purchase Agreement (the Walden Purchase Agreement), dated September 11, 2020, with Adtalem Global Education Inc., a Delaware corporation (the Walden Purchaser). Pursuant to the Walden Purchase Agreement, the Company sold to the Walden Purchaser all of the issued and outstanding equity interest in Walden e-Learning, LLC, a Delaware limited liability company and a wholly owned subsidiary of the Company (Walden), and its subsidiary, Walden University, LLC, a Florida limited liability company and an indirect wholly owned subsidiary of the Company (together with Walden, the Walden Group). The cash proceeds received, net of cash sold, transaction fees, and certain closing adjustments, were approximately $1,403,500. Also, at the closing date of August 12, 2021, the Walden Purchaser paid an additional $74,000 of the sale transaction value into an escrow account, which was to be released in full or in part to the Company one year following the closing of the transaction pursuant to the terms and conditions of the escrow agreement. On August 23, 2022, the Company received approximately $71,700 of the escrow amount. In addition, approximately $83,600 of restricted cash that related to collateralized regulatory obligations was released during the fourth quarter of 2021. In 2021, the Company recognized a pre-tax gain on the sale of approximately $619,400, as well as estimated tax expense of approximately $278,000. The gain included the derecognition of the carrying value of Walden as well as a working capital settlement that was completed during the fourth quarter of 2021 and is included in Income (loss) from discontinued operations, net of tax in the Consolidated Statement of Operations for the year ended December 31, 2021. Under the Walden Purchase Agreement, the Company agreed to indemnify the Walden Purchaser under certain circumstances. In January 2024, the Walden Purchaser made a claim under these indemnification provisions and the Company expects to pay $5,500 to the Walden Purchaser. Accordingly, as of December 31, 2023, the Company has recorded a liability for this amount through loss on sale of discontinued operations, as it represents an adjustment to the sale price of the Walden Group. Collection of Note Receivable from Divestiture of Chilean Operations On September 10, 2020, the Company completed the divestiture of its operations in Chile. Under the terms of the agreement, the purchase price included a note receivable of $21,500 that was payable one year from the date of divestiture. In September 2021, the Company collected this receivable.

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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 -Topic 205 -SubTopic 20 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org//205-20/tableOfContent Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 360 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org//360/tableOfContent + Details
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