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Business Acquisition | 3 Months Ended
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Mar. 31, 2020
Business Combinations [Abstract] |
Business Acquisition | 3. BUSINESS ACQUISITION On March 2, 2020, the Company acquired substantially all of the assets of Trident University, a regionally accredited university offering online undergraduate, master’s and doctoral programs with a strong focus on graduate programs. Trident University’s operations were brought within the scope of the state licensure, accreditation and Department of Education approval of AIU, with Trident University relinquishing its accreditor and Department approvals. Trident University’s programs are now offered by AIU under the “Trident” name. The combined institution continues to serve existing and future students with a broader range of program offerings and resources. On the date of acquisition, the Company made a cash payment of $38.1 million for the Trident University assets. Pursuant to the purchase agreement, $4.0 million of this payment was set aside in an escrow account to secure indemnification obligations of the seller after closing and is reflected as restricted cash on our condensed consolidated balance sheets. A subsequent cash payment will be made to the seller after finalization of Trident University’s results measured in terms of its revenue and EBITDA (as determined pursuant to the purchase agreement for the transaction) during the 12-month period ended December 31, 2019 and a final working capital adjustment calculated pursuant to the purchase agreement. The Company estimates that this subsequent cash payment will be approximately $6.0 million. The initial payment was, and the post-closing payment will be, fully funded with the Company’s available cash balances generated from operating activities. The estimated purchase price of approximately $44 million was allocated to estimated fair values of acquired tangible and identifiable intangible assets of $53.1 million and assumed liabilities of $9.3 million as of March 2, 2020. The net assets acquired assume a working capital adjustment that is subject to finalization. Intangible assets acquired include a trade name with an estimated fair value of $1.0 million and student relationships and course curriculum with an aggregate estimated fair value of $9.4 million. Based on our preliminary purchase price allocation, we have recorded goodwill of $31.4 million. We expect substantially all of this goodwill balance to be deductible for income tax reporting purposes. Subsequent adjustments may be made to the purchase price allocation once the purchase price is finalized. The following table summarizes the preliminary estimated fair values of assets acquired and liabilities assumed as of March 2, 2020 (dollars in thousands):
|  | March 2, 2020 |
Assets: |  |  |  |
Student receivables, net |  | $ | 6,213 |
Other current assets |  |  | 912 |
Property and equipment |  |  | 3,932 |
Intangible assets subject to amortization |  |  |  |
Trade name (useful life of 5 years) |  |  | 1,000 |
Student relationships (useful life of 3 years) |  |  | 8,000 |
Course curriculum (useful life of 3 years) |  |  | 1,400 |
Goodwill |  |  | 31,421 |
Other non-current assets |  |  | 270 |
Total assets acquired |  | $ | 53,148 |
Liabilities: |  |  |  |
Accounts payable and other accrued liabilities |  | $ | 2,582 |
Deferred revenue |  |  | 4,749 |
Loan discharge reserve |  |  | 1,900 |
Other long-term liabilities |  |  | 46 |
Total liabilities assumed |  | $ | 9,277 |
Net assets acquired |  | $ | 43,871 |

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- Definition The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable). + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -URI http://asc.fasb.org/topic&trid=2303972 + Details
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- References No definition available. + Details
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