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Discontinued Operations
12 Months Ended
Dec. 31, 2014
Discontinued Operations and Disposal Groups [Abstract]  
Discontinued Operations

4. DISCONTINUED OPERATIONS

As of December 31, 2014, the results of operations for campuses that have ceased operations, assets that are held for sale or institutions that were sold, and are considered distinct operations as defined under FASB ASC Topic 205 – Presentation of Financial Statements, are presented within discontinued operations. During 2014, we completed the teach-out of twenty-one campuses, as well as completed the sale of two campuses, and accordingly, all current and prior period financial statements include the results of operations and financial position of these campuses as components of discontinued operations.

Assets Held for Sale

During the fourth quarter of 2014, we made the decision to commit to a plan of sale for our Le Cordon Bleu Culinary Arts institutions. Accordingly, the assets and liabilities for these institutions are included in the assets and liabilities of discontinued operations on our consolidated balance sheets and the results of operations are reported within discontinued operations in the consolidated statements of loss and comprehensive loss. As we anticipate the sale of these assets to be completed within one year, we have recorded the assets and liabilities related to these institutions within current assets and liabilities of discontinued operations as of December 31, 2014.

During the fourth quarter of 2014, and prior to the announcement of the plan of sale for our LCB institutions, we concluded that certain indicators, including the recent release of the gainful employment regulation, existed to suggest the long-lived assets were at risk of their carrying values exceeding their respective fair values. As a result of our analysis of fair value, we recorded $10.0 million of asset impairment charges related to the fixed assets at four of our LCB institutions. The fixed assets related to these institutions are expected to generate negative cash flows through their respective lease end dates and as such the carrying values were not deemed recoverable. The fair value for these assets was determined based upon management’s assumptions regarding an estimated percentage of replacement value for similar assets and estimated salvage values. Because the determination of the estimated fair value of these assets requires significant estimation and assumptions, these fair value measurements are categorized as Level 3 per ASC Topic 820.

Disposition of International Segment

On December 3, 2013, we completed the sale and transfer of control of our International Segment, which consisted of our INSEEC schools and the International University of Monaco located in France and Monaco, respectively. This sale reflected our strategy to redeploy our assets to rebuild our domestic educational institutions and improve our options for accelerating growth. The total consideration for the International Segment pursuant to the Purchase Agreement was $305.0 million, less certain distributions and adjustments prior to closing, which resulted in a cash payment of $276.5 million received at closing. We realized a gain on the sale of $130.1 million, net of approximately $8.9 million of transaction costs, during 2013 within loss from discontinued operations on our consolidated statements of loss and comprehensive loss. This gain represented the difference between the proceeds received and the book value of the net assets sold. The income tax expense associated with the gain was approximately $87.9 million.

Results of Discontinued Operations

Combined summary results of operations for our discontinued operations for the years ended December 31, 2014, 2013 and 2012, were as follows (dollars in thousands):

 

     For the Year Ended December 31,  
     2014     2013 (1)     2012 (2)  

Revenue

   $ 177,314      $ 355,340      $ 470,661   
  

 

 

   

 

 

   

 

 

 

Pretax loss

   $ (101,923   $ (7,749   $ (125,123

Income tax provision (benefit)

     —          38,789        (47,168
  

 

 

   

 

 

   

 

 

 

Loss from discontinued operations, net of tax

   $ (101,923   $ (46,538   $ (77,955
  

 

 

   

 

 

   

 

 

 

Net loss per diluted share

   $ (1.52   $ (0.70   $ (1.17
  

 

 

   

 

 

   

 

 

 

 

(1) The income tax expense associated with the gain on sale of our International Segment approximates $87.9 million.
(2) 2012 pretax loss includes income for non-profit entities within our International segment, which are not subject to income tax.

The summary results of operations held for sale presented within results from discontinued operations above were (dollars in thousands):

 

     For the Year Ended December 31,  
     2014      2013      2012  

Asset Held For Sale:

        

Revenue

   $ 172,606       $ 177,549       $ 224,842   

Loss from discontinued operations

   $ (66,322    $ (81,242    $ (33,865

 

Assets and Liabilities of Discontinued Operations

Assets and liabilities of discontinued operations on our consolidated balance sheets as of December 31, 2014 and 2013 include the following (dollars in thousands):

 

     As of December 31,  
     2014      2013  

Assets:

     

Current assets:

     

Cash and cash equivalents

   $ —         $ 475   

Receivables, net

     473         1,521   

Other current assets

     —           1,344   

Assets held for sale

     76,846         10,879   
  

 

 

    

 

 

 

Total current assets

     77,319         14,219   

Non-current assets:

  

Property and equipment, net

     —           2,731   

Other assets, net

     975         1,507   

Assets held for sale

     —           97,470   
  

 

 

    

 

 

 

Total assets of discontinued operations

   $ 78,294       $ 115,927   
  

 

 

    

 

 

 

Liabilities:

     

Current liabilities:

     

Accounts payable and accrued expenses

   $ 579       $ 1,370   

Deferred tuition revenue

     —           1,522   

Remaining lease obligations

     14,927         13,132   

Liabilities held for sale

     50,357         19,671   
  

 

 

    

 

 

 

Total current liabilities

     65,863         35,695   

Non-current liabilities:

     

Remaining lease obligations

     22,689         30,952   

Other

     170         6,512   

Liabilities held for sale

     —           25,732   
  

 

 

    

 

 

 

Total liabilities of discontinued operations

   $ 88,722       $ 98,891   
  

 

 

    

 

 

 

The major components of assets and liabilities held for sale presented above within discontinued operations were (dollars in thousands):

 

     As of December 31,  
     2014      2013  

Assets:

     

Receivables, net (1)

   $ 8,303       $ 7,487   

Property and equipment, net (1)

     42,521         67,570   

Other intangible assets (1)

     18,400         27,300   

Other assets (1)

     7,622         5,992   
  

 

 

    

 

 

 

Total assets held for sale

   $ 76,846       $ 108,349   
  

 

 

    

 

 

 

Liabilities:

     

Accounts payable and accrued expenses

     12,410         4,831   

Deferred revenue

     17,001         14,840   

Remaining lease obligations (2)

     2,253         2,671   

Other liabilities (2)

     18,693         23,061   
  

 

 

    

 

 

 

Total liabilities held for sale

   $ 50,357       $ 45,403   
  

 

 

    

 

 

 

 

(1) Property and equipment, net, other intangible assets and a portion of receivables, net and other assets are classified within non-current assets held for sale as of December 31, 2013.
(2) Other liabilities and a portion of remaining lease obligations are classified within non-current liabilities held for sale as of December 31, 2013.

Remaining Lease Obligations

A number of the campuses that ceased operations or are held for sale have remaining lease obligations that expire over time with the latest expiration in 2022. A liability is recorded representing the fair value of the remaining lease obligation at the time the space is no longer being utilized. Changes in our future remaining lease obligations, which are reflected within current and non-current liabilities of discontinued operations on our consolidated balance sheets, for the years ended December 31, 2014, 2013 and 2012, were as follows (dollars in thousands):

 

     Balance,
Beginning
of Period
     Charges
Incurred  (1)
     Net Cash
Payments (2)
    Other (3)      Balance,
End of
Period
 

For the twelve months ended December 31, 2014

   $ 46,755       $ 14,129       $ (26,546   $ 5,531       $ 39,869   
  

 

 

    

 

 

    

 

 

   

 

 

    

 

 

 

For the twelve months ended December 31, 2013

   $ 49,392       $ 11,855       $ (14,780   $ 288       $ 46,755   
  

 

 

    

 

 

    

 

 

   

 

 

    

 

 

 

For the twelve months ended December 31, 2012

   $ 53,877       $ 8,689       $ (13,174   $ —         $ 49,392   
  

 

 

    

 

 

    

 

 

   

 

 

    

 

 

 

 

(1) Includes charges for newly vacated spaces and subsequent adjustments for accretion, revised estimates, and variances between estimated and actual charges, net of any reversals for terminated lease obligations.
(2) See Note 8 “Leases” for the future minimum lease payments under operating leases for discontinued operations as of December 31, 2014.
(3) Includes existing prepaid rent and deferred rent liability balances for newly vacated spaces that are netted with the losses incurred in the period recorded.