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Business Acquisition | 9 Months Ended
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Sep. 30, 2022
Business Combinations [Abstract] |
Business Acquisition | 3. BUSINESS ACQUISITION On July 1, 2022, the Company acquired substantially all of the assets of California Southern University. Founded in 1978, CalSouthern has been educating learners through online educational opportunities, primarily in the areas of behavioral sciences and business management. CalSouthern is now part of AIUS, with programs offered under the 'California Southern University' name. The preliminary purchase price of $40.0 million was funded with cash from operations and a prior cash advance deposit made during the first quarter of 2022. Pursuant to the terms of the acquisition agreement, $1.0 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. The preliminary purchase price of $40.0 million was allocated to estimated fair values of acquired tangible and identifiable intangible assets of $42.5 million and assumed liabilities of $2.4 million as of July 1, 2022. Provisional intangible assets acquired include customer relationships with an estimated fair value of approximately $14.5 million and an estimated useful life of 15 years, a trade name with an estimated fair value of approximately $1.5 million and an estimated useful life of 10 years and course curriculum with an estimated fair value of $1.4 million and an estimated useful life of 5 years. Based on our preliminary purchase price allocation, we have recorded goodwill of $21.6 million. Goodwill reflects the revenue growth opportunities following the acquisition. 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 fair values of acquired assets and liabilities are finalized. The following table summarizes the preliminary fair values of assets acquired and liabilities assumed as of July 1, 2022 (dollars in thousands):
|  | CalSouthern |
Assets: |  | July 1, 2022 |
Student receivables |  | $ | 3,214 |
Prepaid assets |  |  | 290 |
Intangible assets subject to amortization |  |  |
Customer relationships |  |  | 14,530 |
Trade name |  |  | 1,480 |
Course curriculum |  |  | 1,390 |
Goodwill |  |  | 21,556 |
Total assets acquired |  | $ | 42,460 |
Liabilities: |  |  |
Accounts payable |  |  | 4 |
Deferred revenue |  |  | 2,419 |
Total liabilities assumed |  | $ | 2,423 |
Net assets acquired |  | $ | 40,037 |
The purchase price allocation is preliminary because the evaluations necessary to assess the fair values of the net assets acquired are still in process. Pro forma financial information relating to the CalSouthern acquisition is not presented because the acquisition is not deemed material to the Company.

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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 https://asc.fasb.org/topic&trid=2303972 Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 20 -Section 50 -Paragraph 5 -Subparagraph (b) -URI https://asc.fasb.org/extlink&oid=128092470&loc=d3e4946-128472 + Details
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- References No definition available. + Details
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