10-Q 1 tv491608_10q.htm FORM 10-Q

 

 

 

 

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 10-Q

 

(Mark One)
   
þ

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

   
  For the quarterly period ended: March 31, 2018
   
OR
   
¨

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

   
  For the transition period from _____ to _____
   
  Commission file number: 1-13988

 

 

Adtalem Global Education Inc.

(Exact name of registrant as specified in its charter)

 

DELAWARE 36-3150143
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
   
500 WEST MONROE 60661
CHICAGO, ILLINOIS (Zip Code)
(Address of principal executive offices)  

 

Registrant’s telephone number; including area code:

(630) 515-7700

 

 

 

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes þ     No ¨

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes þ     No ¨

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer þ Accelerated filer ¨
Non-accelerated filer ¨ (Do not check if a smaller reporting company) Smaller reporting company ¨
    Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes ¨     No þ

 

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.

April 26, 2018 — 60,227,000 shares of Common Stock, $0.01 par value

 

 

 

 

 

 

ADTALEM GLOBAL EDUCATION INC.

 

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2018

 

TABLE OF CONTENTS

 

    Page #
  PART I – FINANCIAL INFORMATION  
Item 1 — Financial Statements (Unaudited)  
  Consolidated Balance Sheets 3
  Consolidated Statements of Income (Loss) 4
  Consolidated Statements of Comprehensive Income (Loss) 5
  Consolidated Statements of Cash Flows 6
  Notes to Consolidated Financial Statements 7
Item 2 — Management’s Discussion and Analysis of Financial Condition and Results of Operations 36
Item 3 — Quantitative and Qualitative Disclosures About Market Risk 63
Item 4 — Controls and Procedures 63
     
  PART II – OTHER INFORMATION   
Item 1 — Legal Proceedings 64
Item 1A — Risk Factors 64
Item 2 — Unregistered Sales of Equity Securities and Use of Proceeds 65
Item 6 — Exhibits 66
   
Signatures   67

 

 2 

 

 ADTALEM GLOBAL EDUCATION INC.

CONSOLIDATED BALANCE SHEETS

(Unaudited)

 

   March 31,   June 30,   March 31, 
   2018   2017   2017 
   (in thousands, except share and par value amounts) 
ASSETS:    
Current Assets:               
Cash and Cash Equivalents  $265,325   $240,426   $208,759 
Marketable Securities and Investments   4,200    4,013    3,950 
Restricted Cash   1,042    4,759    1,335 
Accounts Receivable, Net   169,343    161,405    133,683 
Prepaid Expenses and Other Current Assets   71,906    37,886    37,474 
Current Assets Held for Sale   27,524    22,718    43,391 
Total Current Assets   539,340    471,207    428,592 
Land, Building and Equipment:               
Land   48,369    48,947    49,085 
Building   410,960    436,418    439,334 
Equipment   331,045    307,308    324,043 
Construction in Progress   30,550    22,240    16,207 
    820,924    814,913    828,669 
Accumulated Depreciation   (402,565)   (371,589)   (378,738)
Land, Building and Equipment Held for Sale, Net   -    45,502    48,331 
Land, Building and Equipment, Net   418,359    488,826    498,262 
Noncurrent Assets:               
Deferred Income Taxes, Net   29,479    33,772    35,497 
Intangible Assets, Net   405,342    412,158    421,304 
Goodwill   845,843    829,086    838,805 
Other Assets, Net   35,492    40,696    57,090 
Noncurrent Assets Held for Sale   13,450    38,290    38,259 
Total Noncurrent Assets   1,329,606    1,354,002    1,390,955 
TOTAL ASSETS  $2,287,305   $2,314,035   $2,317,809 
                
LIABILITIES:               
Current Liabilities:               
Accounts Payable  $38,351   $46,417   $30,203 
Accrued Salaries, Wages and Benefits   63,860    81,661    70,435 
Accrued Liabilities   78,464    90,515    88,384 
Deferred Revenue   142,143    115,770    136,612 
Current Liabilities Held for Sale   55,808    42,964    76,531 
Total Current Liabilities   378,626    377,327    402,165 
Noncurrent Liabilities:               
Revolving Loan   120,000    125,000    120,000 
Deferred Income Taxes, Net   33,519    34,712    30,228 
Deferred Rent and Other Liabilities   96,920    101,672    104,492 
Income Taxes Payable   88,562    -    - 
Total Noncurrent Liabilities   339,001    261,384    254,720 
TOTAL LIABILITIES   717,627    638,711    656,885 
COMMITMENTS AND CONTINGENCIES (NOTE 14)               
NONCONTROLLING INTEREST   11,391    6,285    6,600 
SHAREHOLDERS' EQUITY:               
Common Stock, $0.01 Par Value, 200,000,000 Shares Authorized; 60,369,000, 62,371,000 and 62,618,000 Shares Outstanding at March 31, 2018, June 30, 2017 and March 31, 2017, respectively   792    781    778 
Additional Paid-in Capital   450,120    415,912    404,800 
Retained Earnings   1,852,122    1,881,397    1,837,738 
Accumulated Other Comprehensive Loss   (59,195)   (59,119)   (37,013)
Treasury Stock, at Cost, 18,852,000, 15,691,000 and 15,208,000 Shares at               
March 31, 2018, June 30, 2017 and March 31, 2017, respectively   (685,552)   (569,932)   (551,979)
TOTAL SHAREHOLDERS' EQUITY   1,558,287    1,669,039    1,654,324 
TOTAL LIABILITIES, NONCONTROLLING INTEREST AND SHAREHOLDERS' EQUITY  $2,287,305   $2,314,035   $2,317,809 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

 3 

 

 

ADTALEM GLOBAL EDUCATION INC.

CONSOLIDATED STATEMENTS OF INCOME (LOSS)

(Unaudited)

 

  

Three Months Ended

March 31,

  

Nine Months Ended

March 31,

 
   2018   2017   2018   2017 
   (in thousands, except per share amounts) 
REVENUE:                
Tuition  $296,126   $287,774   $878,333   $875,935 
Other Educational   46,067    44,901    126,382    119,725 
Total Revenue   342,193    332,675    1,004,715    995,660 
OPERATING COST AND EXPENSE:                    
Cost of Educational Services   179,736    182,216    554,647    548,850 
Student Services and Administrative Expense   108,046    103,690    309,590    308,322 
Restructuring Expense   621    2,804    5,562    9,117 
Regulatory Settlements   -    -    -    52,150 
Total Operating Cost and Expense   288,403    288,710    869,799    918,439 
Operating Income from Continuing Operations   53,790    43,965    134,916    77,221 
INTEREST:                    
Interest Income   1,329    1,689    4,812    3,721 
Interest Expense   (2,850)   (1,995)   (7,247)   (6,410)
Net Interest Expense   (1,521)   (306)   (2,435)   (2,689)
Income from Continuing Operations Before Income Taxes   52,269    43,659    132,481    74,532 
Income Tax Provision   (7,656)   (7,343)   (120,888)   (4,980)
Equity Method Investment Loss   (100)   -    (138)   - 
Income from Continuing Operations   44,513    36,316    11,455    69,552 
DISCONTINUED OPERATIONS (NOTE 2):                    
(Loss) Income from Discontinued Operations Before                    
Income Taxes   (8,708)   3,329    (63,887)   8,045 
Income Tax Benefit   3,483    377    23,854    2,329 
(Loss) Income from Discontinued Operations   (5,225)   3,706    (40,033)   10,374 
NET INCOME (LOSS)   39,288    40,022    (28,578)   79,926 
Net Loss (Income) Attributable to Noncontrolling Interest   46    (163)   (459)   (502)
NET INCOME (LOSS) ATTRIBUTABLE TO ADTALEM GLOBAL EDUCATION  $39,334   $39,859   $(29,037)  $79,424 
                     
AMOUNTS ATTRIBUTABLE TO ADTALEM GLOBAL EDUCATION:                    
Income from Continuing Operations  $44,559   $36,153   $10,996   $69,050 
(Loss) Income from Discontinued Operations   (5,225)   3,706    (40,033)   10,374 
NET INCOME (LOSS) ATTRIBUTABLE TO ADTALEM GLOBAL EDUCATION  $39,334   $39,859   $(29,037)  $79,424 
                     
EARNINGS (LOSS) PER COMMON SHARE                    
ATTRIBUTABLE TO ADTALEM GLOBAL EDUCATION SHAREHOLDERS:                    
Basic:                    
Continuing Operations  $0.73   $0.57   $0.18   $1.09 
Discontinued Operations  $(0.09)  $0.06   $(0.65)  $0.16 
Total  $0.64   $0.63   $(0.47)  $1.25 
Diluted:                    
Continuing Operations  $0.72   $0.56   $0.18   $1.08 
Discontinued Operations  $(0.08)  $0.06   $(0.64)  $0.16 
Total  $0.63   $0.62   $(0.46)  $1.24 
                     
Cash Dividends Declared per Common Share  $-   $-   $-   $0.18 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

 4 

 

 

ADTALEM GLOBAL EDUCATION INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(Unaudited)

 

  

Three Months Ended

March 31,

  

Nine Months Ended

March 31,

 
   2018   2017   2018   2017 
   (in thousands) 
NET INCOME (LOSS)  $39,288   $40,022   $(28,578)  $79,926 
OTHER COMPREHENSIVE INCOME, NET OF TAX                    
Currency Translation Gain (Loss)   1,598    13,755    (101)   5,293 
Change in Fair Value of Available-For-Sale Securities   (48)   60    25    161 
COMPREHENSIVE INCOME (LOSS)   40,838    53,837    (28,654)   85,380 
COMPREHENSIVE LOSS (INCOME) ATTRIBUTABLE TO NONCONTROLLING INTEREST   17    (451)   (451)   (617)
COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO ADTALEM GLOBAL EDUCATION  $40,855   $53,386   $(29,105)  $84,763 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

 5 

 

 

ADTALEM GLOBAL EDUCATION INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

 

  

Nine Months Ended

March 31,

 
   2018   2017 
   (in thousands) 
CASH FLOW FROM OPERATING ACTIVITIES:          
Net (Loss) Income  $(28,578)  $79,926 
Loss (Income) from Discontinued Operations   40,033    (10,374)
Adjustments to Reconcile Net (Loss) Income to Net Cash Provided by Operating Activities:          
Stock-Based Compensation Expense   11,517    13,292 
Depreciation   38,347    39,841 
Amortization of Intangible Assets   7,333    8,487 
Amortization of Deferred Debt Issuance Costs   528    528 
Provision for Refunds and Uncollectible Accounts   31,787    31,883 
Deferred Income Taxes   4,562    (1,388)
Loss on Disposals, Accelerated Depreciation and Adjustments to Land, Building and Equipment   30,176    2,725 
Changes in Assets and Liabilities:          
Accounts Receivable   (38,581)   (24,680)
Prepaid Expenses and Other   (29,936)   (17,979)
Accounts Payable   (2,443)   (11,496)
Accrued Salaries, Wages, Benefits and Liabilities   (30,918)   (5,067)
Deferred Revenue   25,619    29,127 
Income Taxes Payable, Long-Term   88,562    - 
Net Cash Provided by Operating Activities-Continuing Operations   148,008    134,825 
Net Cash Provided by Operating Activities-Discontinued Operations   35,256    34,962 
NET CASH PROVIDED BY OPERATING ACTIVITIES   183,264    169,787 
CASH FLOWS FROM INVESTING ACTIVITIES:          
Capital Expenditures   (52,653)   (29,551)
Payment for Purchase of Businesses, Net of Cash Acquired   (4,041)   (330,567)
Marketable Securities Purchased   (145)   (82)
Net Cash Used in Investing Activities-Continuing Operations   (56,839)   (360,200)
Net Cash Provided by (Used in) Investing Activities-Discontinued Operations   7,409    (2,978)
NET CASH USED IN INVESTING ACTIVITIES   (49,430)   (363,178)
CASH FLOWS FROM FINANCING ACTIVITIES:          
Proceeds from Exercise of Stock Options   22,557    20,390 
Employee Taxes Paid on Withholding Shares   (3,862)   (2,719)
Proceeds from Stock Issued Under Colleague Stock Purchase Plan   585    635 
Repurchase of Common Stock for Treasury   (111,626)   (30,552)
Cash Dividends Paid   -    (11,414)
Payments of Seller Financed Obligations   (10,559)   (3,943)
Borrowings Under Revolving Credit Facility   258,000    465,000 
Repayments Under Revolving Credit Facility   (263,000)   (345,000)
NET CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES   (107,905)   92,397 
Effects of Exchange Rate Differences   (714)   324 
NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH   25,215    (100,670)
Cash, Cash Equivalents and Restricted Cash at Beginning of Period   251,096    315,347 
Cash, Cash Equivalents and Restricted Cash at End of Period   276,311    214,677 
Less: Cash, Cash Equivalents and Restricted Cash of Discontinued Operations at End of Period   9,944    4,583 
Cash, Cash Equivalents and Restricted Cash at End of Period  $266,367   $210,094 
Non-cash Investing and Financing Activity:          
Increase in Redemption Value of Noncontrolling Interest Put Options  $573   $986 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

 6 

 

 

ADTALEM GLOBAL EDUCATION INC.

 

Notes to Consolidated Financial Statements

(Unaudited)

 

NOTE 1: INTERIM FINANCIAL STATEMENTS

 

The interim Consolidated Financial Statements include accounts of Adtalem Global Education Inc. (“Adtalem”) and its wholly-owned and majority-owned subsidiaries. Adtalem’s wholly-owned subsidiaries include:

 

·Chamberlain University (“Chamberlain”)
·American University of the Caribbean School of Medicine (“AUC”)
·Ross University School of Medicine (“RUSM”)
·Ross University School of Veterinary Medicine (“RUSVM”)
·Becker Professional Education (“Becker”)
·Association of Certified Anti-Money Laundering Specialists (“ACAMS”)
·Carrington College (“Carrington”)
·DeVry University, presented as discontinued operations (see “Note 2: Discontinued Operations and Assets Held for Sale”)

 

In addition, Adtalem maintains a 97.9% ownership interest in Adtalem Education of Brazil (“Adtalem Brazil”) and a 69% ownership interest in EduPristine.

 

These financial statements are unaudited but, in the opinion of management, contain all adjustments, consisting of normal recurring adjustments, necessary to present fairly the financial condition and results of operations of Adtalem.

 

The interim Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and notes thereto contained in Adtalem's Annual Report on Form 10-K for the fiscal year ended June 30, 2017 and Adtalem’s Quarterly Report on Form 10-Q for the quarters ended September 30, 2017 and December 31, 2017, each as filed with the Securities and Exchange Commission (“SEC”).

 

The results of operations for the three and nine months ended March 31, 2018 are not necessarily indicative of results to be expected for the entire fiscal year.

 

NOTE 2: DISCONTINUED OPERATIONS AND ASSETS HELD FOR SALE

 

On December 4, 2017, Adtalem announced the signing of a definitive agreement to divest DeVry University, pursuant to, and subject to the terms and conditions of a stock purchase agreement with Cogswell Education, LLC (“Cogswell”), with an expected closing date occurring in early fiscal year 2019. The decision to divest was made based on changes in strategic direction for the Adtalem portfolio of institutions. As the potential sale represents a strategic shift that will have a major effect on Adtalem’s operations and financial results, DeVry University is now presented in Adtalem’s financial reporting as a discontinued operation. All periods presented disclose the assets and liabilities as held for sale, and operations and cash flows of DeVry University, which was previously a part of the U.S. Traditional Postsecondary reporting segment, as discontinued operations.

 

During the three and nine months ended March 31, 2018, asset impairment charges of $5.7 million and $53.0 million, respectively, were recorded to write-down intangible assets, goodwill, and building and equipment to zero based on the fair value market value of the DeVry University operations. The impairment charges recorded in the third quarter of fiscal year 2018 reflect the current plan of assets being transferred to Cogswell. During the first nine months of fiscal year 2018, management also completed the sale of the DeVry University and Carrington co-located campus in Pomona, California, for $11.1 million, which was previously recorded on the Consolidated Balance Sheet as held for sale for $11.3 million, resulting in a $0.2 million realized loss on sale of assets. The assets which were previously recorded as held for sale, the unrealized loss on assets held for sale and the loss on sale of assets associated with the Pomona, California, campus have all been classified within discontinued operations.

 

 7 

 

 

The following is a summary of balance sheet information of assets and liabilities reported as discontinued operations (in thousands).

 

   March 31,   June 30,   March 31, 
   2018   2017   2017 
ASSETS:               
Current Assets:               
Cash and Cash Equivalents  $707   $1,553   $1,120 
Restricted Cash   9,237    4,358    3,463 
Accounts Receivable, Net   9,624    11,957    32,008 
Prepaid Expenses and Other Current Assets   7,956    4,850    6,800 
Total Current Assets Held for Sale   27,524    22,718    43,391 
Land, Building and Equipment Held for Sale, Net   -    45,502    48,331 
Noncurrent Assets:               
Intangible Assets   -    1,645    1,645 
Goodwill   -    22,196    22,196 
Perkins Program Fund, Net   13,450    13,450    13,450 
Other Assets, Net   -    999    968 
Total Noncurrent Assets Held for Sale   13,450    38,290    38,259 
Total Assets Held for Sale  $40,974   $106,510   $129,981 
                
LIABILITIES:               
Current Liabilities:               
Accounts Payable  $13,831   $17,868   $16,318 
Accrued Salaries, Wages and Benefits   8,544    14,580    10,530 
Accrued Liabilities   2,001    8,728    7,631 
Deferred Revenue   31,432    1,788    42,052 
Total Current Liabilities Held for Sale   55,808    42,964    76,531 
Total Liabilities Held for Sale  $55,808   $42,964   $76,531 

 

The following is a summary of income statement information of operations reported as discontinued operations (in thousands).

 

   Three Months Ended   Nine Months Ended 
   March 31,   March 31, 
   2018   2017   2018   2017 
REVENUE:                
Tuition  $82,067   $111,548   $254,906   $341,678 
Other Educational   8,515    7,867    22,066    20,993 
Total Revenue   90,582    119,415    276,972    362,671 
OPERATING COST AND EXPENSE:                    
Cost of Educational Services   44,758    57,029    145,154    180,855 
Student Services and Administrative Expense   42,644    54,090    128,541    156,174 
Restructuring Expense   6,150    4,967    13,964    8,751 
Asset Impairment Charge - Intangible and Goodwill   -    -    23,841    - 
Asset Impairment Charge - Building and Equipment   5,738    -    29,129    - 
Loss on Sale of Assets   -    -    230    - 
Regulatory Settlements   -    -    -    4,102 
Loss on Assets Held for Sale   -    -    -    4,764 
Total Operating Cost and Expense   99,290    116,086    340,859    354,646 
Operating (Loss) Income from Discontinued Operations   (8,708)   3,329    (63,887)   8,025 
Interest Income   -    -    -    20 
(Loss) Income from Discontinued Operations Before                    
Income Taxes   (8,708)   3,329    (63,887)   8,045 
Income Tax Benefit   3,483    377    23,854    2,329 
(Loss) Income from Discontinued Operations  $(5,225)  $3,706   $(40,033)  $10,374 

 

 8 

 

 

NOTE 3: REGULATORY SETTLEMENTS

 

In the second quarter of fiscal year 2017, Adtalem, DeVry University Inc. and DeVry/New York Inc. (collectively, the “Adtalem Parties”) and the Federal Trade Commission (“FTC”) agreed to a Stipulation as to Entry of an Order for Permanent Injunction and Monetary Judgment (the “Agreement”) resolving litigation brought by the FTC regarding DeVry University’s use of employment statistics in former advertising. Under the terms of the Agreement, the Adtalem Parties agreed to pay $49.4 million to be distributed at the sole discretion of the FTC, to forgive $30.4 million of institutional loans issued before September 30, 2015, and to forgive outstanding DeVry University accounts receivable balances by $20.2 million for former students. In addition, the Adtalem Parties agreed that Adtalem institutions marketing to U.S. consumers will maintain specific substantiation to support any future advertising regarding graduate outcomes and educational benefits, and will implement training and other agreed-upon compliance measures. Adtalem chose to settle the FTC litigation after filing an answer denying all allegations of wrongdoing.

 

In the second quarter of fiscal year 2017, Adtalem also recorded charges related to the resolution of an inquiry made by the Office of the Attorney General of the State of New York (“NYAG”) to the Adtalem Parties regarding DeVry University’s use of employment and salary statistics in former advertising. The Adtalem Parties chose to resolve the NYAG inquiry by entering into an Assurance of Discontinuance (the “Assurance”) with the NYAG on January 27, 2017, without admitting or denying the allegations therein. Pursuant to the Assurance, the Adtalem Parties agreed to pay $2.25 million for consumer restitution and $0.5 million in penalties, fees and costs. In addition, the Adtalem Parties agreed that Adtalem institutions marketing to New York consumers will maintain specific substantiation and present certain statistics as prescribed to support any future advertising regarding graduate outcomes and educational benefits, and will implement other agreed-upon compliance measures.

 

Student services and access to federal student loans are not impacted by the Agreement or the Assurance and at no time has the academic quality of a DeVry University education been questioned.

 

The regulatory settlements expense of $56.3 million recorded during the first nine months of fiscal year 2017 consists of the $49.4 million cash payment to the FTC, the $4.1 million unreserved and expensed institutional loans and the $2.75 million cash payment to the NYAG. Of these regulatory settlement charges, $4.1 million is recorded within discontinued operations and $52.2 million was allocated to the Adtalem home office which is classified as “Home Office and Other” in “Note 15: Segment Information.”

 

Additionally, in the second quarter of fiscal year 2017, DeVry University reached a settlement agreement with the U.S. Department of Education (“ED”) regarding its January 27, 2016 Notice of Intent to Limit (“Notice”). The Notice related narrowly to a specific graduate employment statistic previously used by DeVry University, calculated since 1975. The settlement includes, among other things, an agreement to no longer use the statistic in question or to make any other representations regarding the graduate employment outcomes of DeVry University graduates from 1975 to October 1980. DeVry University will also refrain from making any future graduate employment representations without possessing graduate-specific information, and, for five years after the effective date of the settlement, to post a letter of credit with ED equal to 10% of DeVry University’s annual Title IV disbursement. A $68.4 million letter of credit was posted in the second quarter of fiscal year 2017 in relation to this requirement. Upon the close of the sale of DeVry University (see “Note 2: Discontinued Operations and Assets Held for Sale”), Adtalem will continue to post this letter of credit on behalf of DeVry University. Also, as a result of the settlement agreement, DeVry University’s participation in Title IV programs will be under provisional certification. The settlement in no way hinders DeVry University’s ability to serve current or future students. DeVry University resolved the Notice in full cooperation with ED. The settlement allows DeVry University to continue communicating its strong student outcomes, while providing assurances regarding the extent of its graduate employment data.

 

NOTE 4: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Principles of Consolidation

 

The Consolidated Financial Statements include the accounts of Adtalem and its wholly-owned and majority-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. Where our ownership interest is less than 100%, but greater than 50%, the noncontrolling ownership interest is reported on our Consolidated Balance Sheets. The noncontrolling ownership interest earnings portion is classified as “Net Loss (Income) Attributable to Noncontrolling Interest” in our Consolidated Statements of Income (Loss). Unless indicated, or the context requires otherwise, references to years refer to Adtalem’s fiscal years.

 

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Equity Method Investment

 

The equity method of accounting is used for an investment where we have the ability to influence the operating and financial decisions of the investee but do not possess more than a 50% ownership interest. Generally, this occurs when the ownership interest is greater than 20%. The investment is initially recorded at cost and classified as Other Assets, Net on the Consolidated Balance Sheets. The carrying amount of the investment is adjusted in subsequent periods for Adtalem’s share of the earnings or losses of the investee, which is recorded in the Consolidated Statements of Income (Loss) as Equity Method Investment Loss.

 

Cash and Cash Equivalents

 

Cash and cash equivalents can include time deposits, high-grade commercial paper, money market funds and bankers acceptances with original maturities of three months or less. Short-term investment objectives are to minimize risk and maintain liquidity. These investments are stated at cost (which approximates fair value) because of their short duration or liquid nature. Adtalem places its cash and temporary cash investments with high credit quality institutions. Cash and cash equivalent balances in U.S. bank accounts are generally in excess of the Federal Deposit Insurance Corporation (“FDIC”) insurance limit. Cash and cash equivalent balances in Brazilian bank accounts are generally in excess of the deposit insurance limits for Brazilian banks. Adtalem has not experienced any losses on its cash and cash equivalents.

 

Management periodically evaluates the creditworthiness of the security issuers and financial institutions with which it invests and maintains deposit accounts.

 

Financial Aid and Restricted Cash

 

A significant portion of revenue is received from students who participate in government financial aid and assistance programs which are subject to political and governmental budgetary considerations. There is no assurance that such funding will be maintained at current levels. Extensive and complex regulations in the U.S. and Brazil govern all of the government financial assistance programs in which students participate. Administration of these programs is periodically reviewed by various regulatory agencies. Any regulatory violation could be the basis for disciplinary action, which could include the suspension, limitation or termination from such financial aid programs.

 

Restricted cash represents amounts received from federal and state governments under various student aid grant and loan programs and such restricted funds are held in separate bank accounts. Once the financial aid authorization and disbursement process for the student has been completed, the funds are transferred to unrestricted accounts, and these funds then become available for use in Adtalem’s operations. This authorization and disbursement process that precedes the transfer of funds generally occurs within the period of the academic term for which such funds were authorized.

 

Revenue Recognition

 

Tuition

 

Chamberlain, Adtalem Brazil higher education and Carrington tuition revenue is recognized on a straight-line basis over their respective applicable academic terms. In addition, AUC, RUSM and RUSVM basic science curriculum revenue is recognized on a straight-line basis over the applicable academic term. The clinical portion of the AUC, RUSM and RUSVM education programs are conducted primarily in U.S. teaching hospitals and veterinary schools under the oversight of the institutions. AUC, RUSM and RUSVM are responsible for the billing and collection of tuition from their students during the period of clinical education. Revenue is recognized on a weekly basis based on actual program attendance during the period of the clinical program. Fees paid to the hospitals and veterinary schools to support the educational infrastructure required to train AUC, RUSM and RUSVM students are charged to expense on the same basis. Becker, ACAMS and Adtalem Brazil’s live classroom test preparation, and Adtalem Brazil’s online tuition revenue is recognized on a straight-line basis over the applicable delivery period. Revenue from conferences and training services, which are generally short-term in duration, is recognized when the conference or training service is provided.

 

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Other Educational

 

Sales of ACAMS subscriptions, membership dues and certifications, along with textbooks, electronic books and other educational products, including Becker and ACAMS self-study sales, are included in Other Educational Revenue in the Consolidated Statements of Income (Loss). Revenue from subscriptions and membership dues is recognized on a straight-line basis over the applicable subscription or membership period. Revenue from certifications is recognized when the certification process is complete. Textbooks, electronic books and other educational products revenue is recognized when the sale occurs. In addition, fees from international licensees of the Becker programs are included in Other Educational Revenue and recognized when confirmation of course delivery is received.

 

Refunds and Provisions

 

Estimates of Adtalem’s expected refunds are determined at the outset of each academic term, based upon actual experience in previous terms. Inputs to this analysis include refunds issued, withdrawal rates and historical amounts owed by students for that portion of a term that was completed. Management reassesses collectability throughout the period revenue is recognized by the Adtalem institutions, on a student-by-student basis. This reassessment is based upon new information and changes in facts and circumstances relevant to a student's ability to pay. Management also reassesses collectability when a student withdraws from the institution and has unpaid tuition charges. Such unpaid charges do not meet the threshold of reasonably collectible and are recognized as revenue on a cash basis.

 

The provisions for refunds, which are reported as a reduction to Tuition Revenue in the Consolidated Statements of Income (Loss), are recognized in the same ratable fashion as revenue to most appropriately match these costs with the tuition revenue in that term. Provisions for refunds were $4.8 million and $13.9 million for the three and nine months ended March 31, 2018, respectively, and $4.0 million and $12.2 million for the three and nine months ended March 31, 2017, respectively.

 

Provisions for refunds are monitored and adjusted as necessary within the academic term and adjusted for actual refunds issued and withdrawn student accounts receivable balances at the completion of an academic term. If a student withdraws prior to completing an academic term, federal and state regulations and accreditation criteria permit Adtalem to retain only a set percentage of the total tuition received from such student, which varies with, but generally equals or exceeds, the percentage of the academic term completed by such student. Payment amounts received by Adtalem in excess of such set percentages of tuition are refunded to the student or the appropriate funding source. All refunds are netted against revenue during the applicable academic term. Reserves related to refunds and uncollectible accounts totaled $36.2 million, $30.6 million and $33.4 million at March 31, 2018, June 30, 2017 and March 31, 2017, respectively.

 

The allowance for uncollectible accounts is determined by analyzing the current aging of accounts receivable and historical loss rates on collections of accounts receivable. In addition, management considers projections of future receivable levels and collection loss rates. We monitor the inputs to this analysis periodically throughout the year. Provisions required to maintain the allowance at appropriate levels are charged to expense in each period as required. Provisions for uncollectible accounts, which are included in the Cost of Educational Services in the Consolidated Statements of Income (Loss), were $6.7 million and $17.9 million for the three and nine months ended March 31, 2018, respectively, and $7.8 million and $19.7 million for the three and nine months ended March 31, 2017, respectively.

 

Internal-Use Software Development Costs

 

Adtalem capitalizes certain internal-use software development costs that are amortized using the straight-line method over the estimated lives of the software, not to exceed seven years. Capitalized costs include external direct costs of equipment, materials and services consumed in developing or obtaining internal-use software and payroll-related costs for employees directly associated with the internal-use software development project. Capitalization of such costs ceases at the point at which the project is substantially complete and ready for its intended purpose. Capitalized internal-use software development costs for projects not yet complete are included as Construction in Progress in the Land, Building and Equipment section of the Consolidated Balance Sheets. As of March 31, 2018, June 30, 2017 and March 31, 2017, the net balance of capitalized internal-use software development costs was $3.4 million, $5.9 million and $6.8 million, respectively.

 

Impairment of Long-Lived Assets

 

Adtalem evaluates the carrying amount of its significant long-lived assets whenever changes in circumstances or events indicate that the value of such assets may not be fully recoverable. Events that may trigger an impairment analysis could include a decision by management to exit a market or a line of business or to consolidate operating locations. In the three and nine months ended March 31, 2018, we recorded impairment charges of $5.7 million and $29.1 million, respectively, to write-down building, building improvements, furniture and equipment to zero based on the fair market value of the DeVry University operations, which is classified within discontinued operations. Additionally, during the first quarter of fiscal year 2018, the campuses of AUC and RUSM were damaged from Hurricanes Irma and Maria, respectively. Based on current estimates, we recorded hurricane-related impairment charges to building, building improvements, furniture and equipment of $29.9 million in the nine months ended March 31, 2018, along with receivables for insurance reimbursements of these amounts, less deductibles, of $20.8 million as of March 31, 2018. The impairment charges are included in Cost of Educational Services in the Consolidated Statements of Income (Loss). For a discussion of the impairment review of goodwill and intangible assets see “Note 10: Intangible Assets.”

 

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Foreign Currency Translation

 

The financial position and results of operations of the AUC, RUSM and RUSVM Caribbean operations are measured using the U.S. dollar as the functional currency. As such, there is no translation gain or loss associated with these operations. Adtalem Brazil’s and EduPristine’s operations and Becker’s and ACAMS’s international operations are measured using the local currency as the functional currency. Assets and liabilities of these entities are translated to U.S. dollars using exchange rates in effect at the balance sheet dates. Income and expense items are translated at monthly average exchange rates. The resulting translation adjustments are included in the component of Shareholders’ Equity designated as Accumulated Other Comprehensive Loss. Transaction gains or losses during each of the three-month and nine-month periods ended March 31, 2018 and 2017 were not material.

 

Noncontrolling Interest

 

Adtalem currently maintains a 97.9% ownership interest in Adtalem Brazil with the remaining 2.1% owned by members of the current Adtalem Brazil senior management group. In addition, Adtalem currently maintains a 69% ownership interest in EduPristine with the remaining 31% owned by Kaizen Management Advisors (“Kaizen”), an India based private equity firm. The adjustment to increase or decrease the Adtalem Brazil and EduPristine noncontrolling interest each reporting period for their respective proportionate shares of Adtalem Brazil’s and EduPristine’s profit (loss) flows through the Consolidated Statements of Income (Loss) based on Adtalem’s noncontrolling interest accounting policy.

 

Since July 1, 2015, Adtalem has had the right to exercise a call option and purchase any remaining Adtalem Brazil stock from Adtalem Brazil management. Likewise, Adtalem Brazil management has had the right to exercise a put option and sell its remaining ownership interest in Adtalem Brazil to Adtalem.

 

Beginning on March 26, 2020, Adtalem will have the right to exercise a call option and purchase any remaining EduPristine stock from Kaizen. Likewise, Kaizen will have the right to exercise a put option and sell up to 33% of its remaining ownership interest in EduPristine to Adtalem. Beginning on March 26, 2022, Kaizen will have the right to exercise a put option and sell its remaining ownership interest in EduPristine to Adtalem.

 

Since the put options are out of the control of Adtalem, authoritative guidance requires the noncontrolling interest, which includes the value of the put options, to be displayed outside of the equity section of the Consolidated Balance Sheets.

 

The Adtalem Brazil management and Kaizen put options are being accreted to their respective redemption values in accordance with the terms of the related stock purchase agreements. The adjustments to increase or decrease the put options to their expected redemption values each reporting period are recorded in retained earnings in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”).

 

The following is a reconciliation of the noncontrolling interest balance (in thousands):

 

  

Three Months Ended

March 31,

  

Nine Months Ended

March 31,

 
   2018   2017   2018   2017 
Balance at Beginning of Period  $7,405   $6,720   $6,285   $5,112 
Net (Loss) Income Attributable to Noncontrolling Interest   (46)   163    459    502 
(Decrease) Increase in Redemption Value of Noncontrolling                    
Interest Put Options   (42)   (283)   573    986 
Acquisition of Noncontrolling Interest in EduPristine   4,074    -    4,074    - 
Balance at End of Period  $11,391   $6,600   $11,391   $6,600 

 

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Earnings per Common Share

 

Basic earnings per share is computed by dividing net income attributable to Adtalem by the weighted average number of common shares outstanding during the period plus unvested participating restricted stock units (“RSUs”). Diluted earnings per share is computed by dividing net income attributable to Adtalem by the weighted average number of shares assuming dilution. Diluted shares are computed using the Treasury Stock Method and reflect the additional shares that would be outstanding if dilutive stock-based grants were exercised during the period. Excluded from the computations of diluted earnings per share were outstanding stock-based grants representing 294,000 and 1,273,000 shares of common stock for the three and nine months ended March 31, 2018, respectively, and 1,670,000 and 2,514,000 shares of common stock for the three and nine months ended March 31, 2017, respectively. These outstanding stock-based grants were excluded because the exercise prices were greater than the average market price of the common shares or the assumed proceeds upon exercise under the Treasury Stock Method resulted in the repurchase of more shares than would be issued; thus, their effect would be anti-dilutive.

 

The following is a reconciliation of basic shares to diluted shares (in thousands):

 

  

Three Months Ended

March 31,

  

Nine Months Ended

March 31,

 
   2018   2017   2018   2017 
Weighted Average Shares Outstanding   60,352    62,811    60,970    62,695 
Unvested Participating RSUs   678    855    718    855 
Basic Shares   61,030    63,666    61,688    63,550 
Effect of Dilutive Stock Options   935    600    786    441 
Diluted Shares   61,965    64,266    62,474    63,991 

 

Treasury Stock

 

Adtalem’s Board of Directors (the “Board”) has authorized share repurchase programs on ten occasions (see “Note 8: Dividends and Share Repurchase Programs”). The tenth share repurchase program was approved on February 16, 2017 and commenced in February 2017. Shares that are repurchased by Adtalem are recorded as Treasury Stock at cost and result in a reduction of Shareholders’ Equity.

 

From time to time, shares of our common stock are delivered back to Adtalem under a swap arrangement resulting from employees’ exercise of incentive stock options pursuant to the terms of the Adtalem Stock Incentive Plans (see “Note 5: Stock-Based Compensation”). In addition, shares of our common stock are delivered back to Adtalem for payment of withholding taxes from employees for vesting RSUs. These shares are recorded as Treasury Stock at cost and result in a reduction of Shareholders’ Equity.

 

Treasury shares are reissued on a monthly basis, at market value, to the Adtalem Colleague Stock Purchase Plan in exchange for employee payroll deductions. When treasury shares are reissued, Adtalem uses an average cost method to reduce the Treasury Stock balance. Gains on the difference between the average cost and the reissuance price are credited to Additional Paid-in Capital. Losses on the difference are charged to Additional Paid-in Capital to the extent that previous net gains from reissuance are included therein, otherwise such losses are charged to Retained Earnings.

 

Use of Estimates

 

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the amounts of revenue and expense reported during the period. Actual results could differ from those estimates.

 

Accumulated Other Comprehensive Loss

 

Accumulated Other Comprehensive Loss is composed of the change in cumulative translation adjustment, primarily at Adtalem Brazil, and unrealized gains on available-for-sale marketable securities, net of the effects of income taxes.

 

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The Accumulated Other Comprehensive Loss balance at March 31, 2018 consists of $59.5 million of cumulative translation losses ($58.2 million attributable to Adtalem and $1.3 million attributable to noncontrolling interest) and $0.3 million of unrealized gains on available-for-sale marketable securities, net of tax of $0.2 million and all attributable to Adtalem. At June 30, 2017, this balance consisted of $59.4 million of cumulative translation losses ($58.1 million attributable to Adtalem and $1.3 million attributable to noncontrolling interest) and $0.3 million of unrealized gains on available-for-sale marketable securities, net of tax of $0.2 million and all attributable to Adtalem. At March 31, 2017, this balance consisted of $37.3 million of cumulative translation losses ($36.5 million attributable to Adtalem and $0.8 million attributable to noncontrolling interest) and $0.3 million of unrealized gains on available-for-sale marketable securities, net of tax of $0.2 million and all attributable to Adtalem.

 

Advertising Expense

 

Advertising costs are recognized as expense in the period in which materials are purchased or services are performed. Advertising expense, which is included in Student Services and Administrative Expense in the Consolidated Statements of Income (Loss), was $27.5 million and $76.5 million for the three and nine months ended March 31, 2018, respectively, and $25.3 million and $73.7 million for the three and nine months ended March 31, 2017, respectively.

 

Hurricane Expense

 

AUC and RUSM were affected by hurricane events occurring in the first quarter of fiscal year 2018. Adtalem recorded expenses of $11.1 million and $55.1 million associated with the evacuation process, temporary housing and transportation of students, faculty and staff, and incremental additional costs of teaching in alternate locations in the three months and nine months ended March 31, 2018, respectively. Received and expected insurance proceeds of $11.1 million and $50.9 million were recorded to offset these expenses in the three months and nine months ended March 31, 2018, respectively. Based upon preliminary damage assessments of facilities, impairment write-downs of building, building improvements, furniture and equipment of $29.9 million were recorded in the nine months ended March 31, 2018. Expected insurance proceeds of $20.8 million were recorded to offset these expenses in the nine months ended March 31, 2018. In total, no net expense was recorded in the three months ended March 31, 2018 and $13.4 million of net expense was recorded in Cost of Educational Services in the Consolidated Statement of Income (Loss) for the nine months ended March 31, 2018. The recorded expense primarily represents the deductibles under the related insurance policies.

 

Restructuring Charges

 

Adtalem’s financial statements include charges related to severance and related benefits for reductions in staff. These charges also include early lease termination or cease-of-use costs and accelerated depreciation and gains and losses on disposals of property and equipment related to campus and administrative office consolidations (see “Note 11: Restructuring Charges”).

 

Recent Accounting Pronouncements

 

In February 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2018-02: “Income Statement–Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income.” This guidance was issued to allow a reclassification from accumulated other comprehensive income to retained earnings for tax effects of items within accumulated other comprehensive income resulting from the Tax Cuts and Jobs Act of 2017 (the “Tax Act”). The amendments are effective for financial statements issued for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption of this guidance is permitted. In the third quarter of fiscal year 2018, we adopted this guidance. We have chosen not to make the election to reclassify the income tax effects of the Tax Act from accumulated other comprehensive income to retained earnings. The adoption of this guidance did not have an impact on the Consolidated Financial Statements.

 

In November 2016, FASB issued ASU No. 2016-18: “Statement of Cash Flows (Topic 230): Restricted Cash.” This guidance was issued to address the diversity that exists in the classification and presentation of changes in restricted cash on the statement of cash flows. The amendments will require that the statement of cash flows explain the change during the period in total cash, cash equivalents and restricted cash. Changes in the restricted cash balance will no longer be included as cash provided by or used in operating activities since these balances will now be included in the beginning and ending balances of cash in the statement of cash flows. The amendments are effective for financial statements issued for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption of this guidance is permitted. In the fourth quarter of fiscal year 2017, we retrospectively adopted this guidance. See “Reclassifications” section below within this footnote, which discusses the disclosure impact to the Consolidated Statement of Cash Flows.

 

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In August 2016, FASB issued ASU No. 2016-15: “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments.” This guidance was issued to address eight specific cash flow issues with the objective of reducing the existing diversity in practice. The amendments are effective for financial statements issued for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Management has determined that our current accounting policies align with this guidance. Therefore, this guidance will have no impact on the Consolidated Financial Statements.

 

In June 2016, FASB issued ASU No. 2016-13: “Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.” This guidance was issued to provide financial statement users with more decision-useful information about the expected losses on financial instruments by replacing the incurred loss impairment methodology with a methodology that reflects expected credit losses by requiring a broader range of reasonable and supportable information to inform credit loss estimates. The amendments are effective for financial statements issued for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. Management is evaluating the impact the guidance will have on Adtalem’s Consolidated Financial Statements.

 

In March 2016, FASB issued ASU No. 2016-09: “Compensation–Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting.” This guidance was issued to simplify the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, forfeitures, and classification on the statement of cash flows. The amendments are effective for financial statements issued for fiscal years beginning after December 15, 2016, and interim periods within those fiscal years. Excess tax benefits and tax deficiencies will no longer be recorded to additional paid-in capital, but rather to income tax expense or benefit in the income statement, which may increase volatility in the income statement. An accounting policy election exists to account for forfeitures as they occur. Also, adoption will require changes to classification of certain stock-based compensation transactions on the statement of cash flows. The cash outflow from employee taxes paid when shares are withheld by the employer will be reclassified from operating activities to financing activities on the statement of cash flows. In the first quarter of fiscal year 2018, we retrospectively adopted this guidance. We elected to account for forfeitures when they occur versus our prior practice of applying a forfeiture rate. The election resulted in a cumulative adjustment to increase retained earnings and decrease additional paid-in-capital, each by $0.6 million and the corresponding tax effect to decrease retained earnings and increase deferred tax assets, each by $0.2 million. See “Reclassifications” section below within this footnote, which discusses the disclosure impact to the Consolidated Statements of Cash Flows.

 

In February 2016, FASB issued ASU No. 2016-02: “Leases (Topic 842).” This guidance was issued to increase transparency and comparability among organizations by recognizing right-to-use assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. The amendments are effective for financial statements issued for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Management is evaluating the impact the guidance will have on Adtalem’s Consolidated Financial Statements and believes the adoption will impact the Consolidated Balance Sheet with significant increases in assets and liabilities.

 

In January 2016, FASB issued ASU No. 2016-01: “Financial Instruments–Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities.” This guidance was issued to enhance the reporting model for financial instruments to provide users of financial statements with more decision-useful information. The guidance eliminates the classification of equity securities into different categories (that is, trading or available-for-sale) and requires equity securities to be measured at fair value with changes in the fair value recognized through net income. The amendments are effective for financial statements issued for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. This guidance will require Adtalem to record the changes in the fair value of its available-for-sale equity investments through net income. Management anticipates the adoption will not have a significant impact on Adtalem’s Consolidated Financial Statements.

 

In May 2014, FASB issued ASU No. 2014-09: “Revenue from Contracts with Customers (Topic 606).” This guidance was issued to clarify the principles for recognizing revenue and develop a common revenue standard for GAAP and International Financial Reporting Standards (“IFRS”). The guidance is effective for the fiscal years beginning after December 15, 2017 and interim periods within those fiscal years. Adtalem will implement this guidance effective July 1, 2018 using the retrospective approach. Management is currently assessing Adtalem’s revenue recognition policies and procedures, and based on the analysis performed to date, anticipates the adoption will not have a significant impact on Adtalem’s Consolidated Financial Statements.

 

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Reclassifications

 

Beginning in the second quarter of fiscal year 2018, DeVry University operations are classified as discontinued operations as discussed in “Note 2: Discontinued Operations and Assets Held for Sale.” Prior period amounts have been revised to conform to the current classification. Certain expenses previously allocated to DeVry University within the U.S. Traditional Postsecondary segment have been reclassified to the Home Office and Other segment based on discontinued operation reporting guidance regarding allocation of corporate overhead. See “Note 15: Segment Information” for additional information. Certain amounts have been reclassified on the June 30, 2017 Consolidated Balance Sheet from that reported at December 31, 2017 resulting from a change in held for sale classification regarding certain assets and liabilities.

 

In the fourth quarter of fiscal year 2017, we retrospectively adopted ASU 2016-18: “Statement of Cash Flows (Topic 230): Restricted Cash.” Under ASU 2016-18, changes in restricted cash is no longer included as cash provided by or used in operating activities since these balances are now included in the beginning and ending balance of cash in the statement of cash flows. In addition, in the first quarter of fiscal year 2018, we retrospectively adopted ASU 2016-09: “Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting.” Under ASU 2016-09, cash outflows from employee taxes paid when shares are withheld are classified as a financing activity. Our prior practice classified these amounts as an operating activity in the statement of cash flows. Therefore, we changed line items on the Consolidated Statements of Cash Flows for the nine months ended March 31, 2017 based on adopting ASU 2016-09 and 2016-18 as follows (in thousands):

 

Net Cash Provided by Operating Activities:     
Previously Reported  $169,453 
ASU 2016-09 Adjustment   2,719 
ASU 2016-18 Adjustment   (2,385)
As Currently Reported  $169,787 
      
Net Cash Provided by Financing Activities:     
Previously Reported  $95,116 
ASU 2016-09 Adjustment   (2,719)
As Currently Reported  $92,397 
      
Net Decrease in Cash, Cash Equivalents and Restricted Cash:     
Previously Reported  $(98,285)
ASU 2016-18 Adjustment   (2,385)
As Currently Reported  $(100,670)
      
Cash, Cash Equivalents and Restricted Cash at End of Period:     
Previously Reported  $209,879 
ASU 2016-18 Adjustment   4,798 
As Currently Reported  $214,677 

 

NOTE 5: STOCK-BASED COMPENSATION

 

Adtalem maintains three stock-based incentive plans: the 2003 Stock Incentive Plan, the Amended and Restated Incentive Plan of 2005 and the Fourth Amended and Restated Incentive Plan of 2013. Under these plans, directors, key executives and managerial employees are eligible to receive incentive stock or nonqualified options to purchase shares of Adtalem’s common stock. The Fourth Amended and Restated Incentive Plan of 2013 and the Amended and Restated Incentive Plan of 2005 also permit the granting of stock appreciation rights, RSUs, performance-based RSUs and other stock and cash-based compensation. Although options remain outstanding under the 2003 and 2005 incentive plans, no further stock-based grants will be issued from these plans. The Fourth Amended and Restated Incentive Plan of 2013 and the Amended and Restated Incentive Plan of 2005 are administered by the Compensation Committee of the Board. Options are granted for terms of up to ten years and can vest immediately or over periods of up to five years. The requisite service period is equal to the vesting period. The option price under the plans is the fair market value of the shares on the date of the grant.

 

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Stock-based compensation expense is measured at the grant date based on the fair value of the award. Adtalem accounts for stock-based compensation granted to retirement eligible employees that fully vests upon an employee’s retirement under the non-substantive vesting period approach. Under this approach, the entire stock-based compensation expense is recognized at the grant date for stock-based grants issued to retirement eligible employees. For non-retirement eligible employees, stock-based compensation expense is recognized as expense over the employee requisite service period. With the adoption of ASU 2016-09 on July 1, 2017, we account for forfeitures of outstanding but unvested grants in the period they occur.

 

At March 31, 2018, 8,300,454 authorized but unissued shares of common stock were reserved for issuance under Adtalem’s stock-based incentive plans.

 

The following is a summary of options activity for the nine months ended March 31, 2018:

 

           Weighted     
       Weighted   Average   Aggregate 
       Average   Remaining   Intrinsic 
   Number of   Exercise   Contractual   Value 
   Options   Price   Life (in Years)   (in thousands) 
Outstanding at July 1, 2017   2,794,850   $34.68           
Options Granted   491,275    33.90           
Options Exercised   (779,637)   29.98           
Options Forfeited   (73,015)   29.72           
Options Expired   (561,849)   46.80           
Outstanding at March 31, 2018   1,871,624    33.01    6.45   $28,465 
Exercisable at March 31, 2018   818,215   $39.84    3.64   $7,557 

 

The following is a summary of stock appreciation rights activity for the nine months ended March 31, 2018:

 

           Weighted     
   Number of   Weighted   Average   Aggregate 
   Stock   Average   Remaining   Intrinsic 
   Appreciation   Exercise   Contractual   Value 
   Rights   Price   Life (in Years)   (in thousands) 
Outstanding at July 1, 2017   99,500   $45.04           
Rights Exercised   (34,100)   38.71           
Rights Expired   (65,400)   48.34           
Outstanding at March 31, 2018   -    -    -   $- 
Exercisable at March 31, 2018   -   $-    -   $- 

 

The total intrinsic value of options exercised for the nine months ended March 31, 2018 and 2017 was $10.7 million and $5.5 million, respectively.

 

The fair value of Adtalem’s stock option awards was estimated using a binomial model. This model uses historical cancellation and exercise experience of Adtalem to determine the option value. It also takes into account the illiquid nature of employee options during the vesting period.

 

The weighted average estimated grant date fair value of options granted at market price under Adtalem’s stock-based incentive plans during the first nine months of fiscal years 2018 and 2017 was $14.63 and $9.09, per share, respectively. The fair value of Adtalem’s stock option grants was estimated assuming the following weighted average assumptions:

 

 17 

 

 

   Fiscal Year 
   2018   2017 
Expected Life (in Years)   6.68    6.88 
Expected Volatility   41.45%   42.41%
Risk-free Interest Rate   1.95%   1.41%
Dividend Yield   0.00%   1.19%
Pre-vesting Forfeiture Rate   NA    10.00%

 

The expected life of the options granted is based on the weighted average exercise life with age and salary adjustment factors from historical exercise behavior. Adtalem’s expected volatility is computed by combining and weighting the implied market volatility, the most recent volatility over the expected life of the option grant and Adtalem’s long-term historical volatility. On February 16, 2017, Adtalem discontinued payment of cash dividends, resulting in the elimination of a dividend yield from the assumptions. The pre-vesting stock option forfeiture rate for fiscal year 2017 was based on Adtalem’s historical stock option forfeiture experience. With the adoption of ASU 2016-09 on July 1, 2017, we account for forfeitures as they occur. Therefore, no pre-vesting stock option forfeiture rate applies for fiscal year 2018.

 

If factors change and different assumptions are employed in the valuation of stock-based grants in future periods, the stock-based compensation expense that Adtalem records may differ significantly from what was recorded in previous periods.

 

During the first nine months of fiscal year 2018, Adtalem granted 501,540 RSUs to selected employees and directors. Of these, 239,290 are performance-based RSUs and 262,250 are non-performance-based RSUs. Performance-based RSUs are earned by the recipients over a three-year period based on achievement of certain mission-based and academic goals, achievement of a minimum level of Adtalem’s earnings before interest, taxes, depreciation and amortization (“EBITDA”) or achievement of a minimum level of return on invested capital (“ROIC”). Non-performance-based RSUs are subject to restrictions which lapse ratably over one, three or four-year periods on the grant anniversary date based on the recipient’s continued service on the Board, employment with Adtalem or upon retirement. During the restriction period, the recipient of the non-performance based RSUs has the right to receive dividend equivalents, if any. This right does not pertain to the performance-based RSUs. The following is a summary of RSU activity for the nine months ended March 31, 2018:

 

       Weighted 
       Average 
   Number of   Grant Date 
   RSUs   Fair Value 
Nonvested at July 1, 2017   1,279,667   $26.14 
RSUs Granted   501,540    34.34 
RSUs Vested   (367,384)   31.28 
RSUs Forfeited   (162,012)   28.77 
Nonvested at March 31, 2018   1,251,811   $28.01 

 

The weighted average estimated grant date fair value of RSUs granted at market price under Adtalem’s stock-based incentive plans during the first nine months of fiscal years 2018 and 2017 was $34.34 and $23.89, per share, respectively.

 

 18 

 

 

The following table shows total stock-based compensation expense included in the Consolidated Statements of Income (Loss) (in thousands):

 

  

Three Months Ended

March 31,

  

Nine Months Ended

March 31,

 
   2018   2017   2018   2017 
Cost of Educational Services  $876   $1,267   $3,510   $4,254 
Student Services and Administrative Expense   1,861    2,692    7,459    9,038 
Restructuring Expense   -    -    548    - 
    2,737    3,959    11,517    13,292 
Income Tax Benefit   (554)   (1,383)   (4,655)   (4,653)
Net Stock-Based Compensation Expense  $2,183   $2,576   $6,862   $8,639 

 

As of March 31, 2018, $25.6 million of total pre-tax unrecognized stock-based compensation expense related to nonvested grants is expected to be recognized over a weighted average period of 2.5 years. The total fair value of options and RSUs vested during the nine months ended March 31, 2018 and 2017 was approximately $14.3 million and $13.0 million, respectively.

 

There was no capitalized stock-based compensation cost at each of March 31, 2018, June 30, 2017 and March 31, 2017.

 

Adtalem has an established practice of issuing new shares of common stock to satisfy stock-based grant exercises. However, Adtalem also may issue treasury shares to satisfy stock-based grant exercises under certain of its stock-based incentive plans.

 

NOTE 6: FAIR VALUE MEASUREMENTS

 

Adtalem has elected not to measure any assets or liabilities at fair value other than those required to be measured at fair value on a recurring basis. Assets measured at fair value on a nonrecurring basis include goodwill, intangible assets and assets of businesses where the long-term value of the operations have been impaired.

 

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants. The guidance specifies a fair value hierarchy based upon the observability of inputs used in valuation techniques. Observable inputs (highest level) reflect market data obtained from independent sources, while unobservable inputs (lowest level) reflect internally developed market assumptions. The guidance establishes fair value measurement classifications under the following hierarchy:

 

Level 1 Quoted prices for identical instruments in active markets.

 

Level 2 – Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs or significant value-drivers are observable in active markets.

 

Level 3 – Model-derived valuations in which one or more significant inputs or significant value-drivers are unobservable.

 

When available, Adtalem uses quoted market prices to determine fair value, and such measurements are classified within Level 1. In some cases where market prices are not available, Adtalem makes use of observable market-based inputs to calculate fair value, in which case the measurements are classified within Level 2. If quoted or observable market prices are not available, fair value is based upon internally developed models that use, where possible, current market-based parameters such as interest rates and yield curves. These measurements are classified within Level 3.

 

Fair value measurements are classified according to the lowest level input or value-driver that is significant to the valuation. A measurement may therefore be classified within Level 3 even though there may be significant inputs that are readily observable.

 

Assets measured at fair value on a nonrecurring basis include goodwill and indefinite-lived intangibles arising from a business combination. These assets are not amortized and charged to expense over time. Instead, goodwill and indefinite-lived intangibles must be reviewed annually for impairment or more frequently if circumstances arise indicating potential impairment. This impairment review was most recently completed as of May 31, 2017. See “Note 10: Intangible Assets” for further discussion on the impairment review including valuation techniques and assumptions.

 

 19 

 

 

The following table presents Adtalem's assets and liabilities at March 31, 2018, that are measured at fair value on a recurring basis and are categorized using the fair value hierarchy (in thousands).

 

   Level 1   Level 2   Level 3 
Cash and Cash Equivalents  $265,325   $-   $- 
Available-for-Sale Investments:               
Marketable Securities, short-term   4,200    -    - 
Institutional Loans Receivable, Net   -    47,238    - 
Deferred Acquisition Obligations   -    21,393    - 
FIES Receivable   -    15,094    - 
Total Financial Assets at Fair Value  $269,525   $83,725   $- 

 

The following table presents Adtalem's assets and liabilities at June 30, 2017, that are measured at fair value on a recurring basis and are categorized using the fair value hierarchy (in thousands).

 

   Level 1   Level 2   Level 3 
Cash and Cash Equivalents  $240,426   $-   $- 
Available-for-Sale Investments:               
Marketable Securities, short-term   4,013    -    - 
Institutional Loans Receivable, Net   -    45,759    - 
Deferred Acquisition Obligations   -    26,590    - 
FIES Receivable   -    22,860    - 
Total Financial Assets at Fair Value  $244,439   $95,209   $- 

 

The following table presents Adtalem's assets and liabilities at March 31, 2017, that are measured at fair value on a recurring basis and are categorized using the fair value hierarchy (in thousands).

 

   Level 1   Level 2   Level 3 
Cash and Cash Equivalents  $208,759   $-   $- 
Available-for-Sale Investments:               
Marketable Securities, short-term   3,950    -    - 
Institutional Loans Receivable, Net   -    44,756    - 
Deferred Acquisition Obligations   -    28,531    - 
FIES Long-Term Receivable   -    13,633    - 
Total Financial Assets at Fair Value  $212,709   $86,920   $- 

 

Cash and Cash Equivalents and Investments in short-term Marketable Securities are valued using a market approach based on quoted market prices of identical instruments.

 

The fair value of the institutional loans receivable included in Accounts Receivable, Net and Other Assets, Net on the Consolidated Balance Sheets as of March 31, 2018, June 30, 2017 and March 31, 2017 is estimated by discounting the future cash flows using current rates for similar arrangements. See “Note 7: Financing Receivables” for further discussion on these institutional loans receivable.

 

 20 

 

 

The fair value of the deferred acquisition obligations is estimated by discounting the future cash flows using current rates for similar arrangements. $4.8 million, $14.8 million and $15.8 million was classified as Accrued Liabilities on the Consolidated Balance Sheets at March 31, 2018, June 30, 2017 and March 31, 2017, respectively, and $16.6 million, $11.8 million and $12.8 million was classified as Deferred Rent and Other Liabilities on the Consolidated Balance Sheets at March 31, 2018, June 30, 2017 and March 31, 2017, respectively.

 

The fair value of Adtalem Brazil’s receivable under Brazil’s FIES public loan program included in Accounts Receivable, Net on the Consolidated Balance Sheets as of March 31, 2018 and June 30, 2017, and in Other Assets, Net on the Consolidated Balance Sheet as of March 31, 2017 is estimated by discounting the future cash flows using published market data on Brazilian interest and inflation rates.

 

NOTE 7: FINANCING RECEIVABLES

 

Adtalem’s institutional loan programs are available to students at Chamberlain, AUC, RUSM, RUSVM and Carrington. These loan programs are designed to assist students who are unable to completely cover educational costs consisting of tuition, books and fees and are available only after all other student financial assistance has been applied toward those purposes. In addition, AUC, RUSM and RUSVM loans may be used for students’ living expenses. Repayment plans for institutional loan program balances are developed to address the financial circumstances of the particular student. Interest charges accrue each month on the unpaid balance. Chamberlain and Carrington require that students begin repaying loans while they are still in school with a minimum payment level designed to demonstrate their capability to repay, reduce the possibility of over borrowing and minimize interest being accrued on the loan balance. Payments may increase upon completing or departing the program. After a student leaves school, the student typically will have a monthly installment repayment plan. In addition, the Becker CPA Exam Review Course can be financed through Becker with an 18-month term loan program.

 

Reserves for uncollectible loans are determined by analyzing the current aging of institutional loans and historical loss rates of loans at each institution. Management performs this analysis periodically throughout the year. Since all of Adtalem’s financing receivables are generated through the extension of credit to fund educational costs, all such receivables are considered part of the same loan portfolio.

 

The following table details the institutional loan balances along with the related allowances for credit losses (in thousands).

 

   March 31, 2018   June 30, 2017   March 31, 2017 
Gross Institutional Loans       $58,771        $57,391        $56,045 
Allowance for Credit Losses:                              
Balance at July 1  $(11,632)       $(7,915)       $(7,915)     
Charge-offs and Adjustments   1,769         4,722         3,593      
Recoveries   (217)        (573)        (497)     
Additional Provision   (1,453)        (7,866)        (6,470)     
Balance at End of Period        (11,533)        (11,632)        (11,289)
Net Institutional Loans       $47,238        $45,759        $44,756 

 

Of the net balances above, $22.0 million, $20.1 million and $18.0 million was classified as Accounts Receivable, Net on the Consolidated Balance Sheets at March 31, 2018, June 30, 2017 and March 31, 2017, respectively, and $25.2 million, $25.7 million and $26.8 million, representing amounts due beyond one year, was classified as Other Assets, Net on the Consolidated Balance Sheets at March 31, 2018, June 30, 2017 and March 31, 2017, respectively.

 

The following tables detail the credit risk profiles of the institutional loan balances based on payment activity and an aging of past due institutional loans (in thousands).

 

   March 31,   June 30,   March 31, 
   2018   2017   2017 
Institutional Loans:               
Performing  $48,570   $47,072   $46,008 
Nonperforming   10,201    10,319    10,037 
Total Institutional Loans  $58,771   $57,391   $56,045 

 

 21 

 

 

  

1-29 Days

Past Due

  

30-59

Days Past

Due

  

60-89

Days Past

Due

  

Greater

Than 90

Days Past

Due

  

Total

Past Due

   Current  

Total

Institutional

Loans

 
Institutional Loans:                                   
March 31, 2018  $9,838   $1,059   $456   $10,201   $21,554   $37,217   $58,771 
June 30, 2017  $7,162   $2,192   $583   $10,319   $20,256   $37,135   $57,391 
March 31, 2017  $5,534   $1,227   $799   $10,037   $17,597   $38,448   $56,045 

 

Loans are considered nonperforming if they are more than 90 days past due. At March 31, 2018, nonperforming loans totaled $10.2 million, of which $10.1 million had a specific allowance for credit losses. At June 30, 2017, nonperforming loans totaled $10.3 million, of which $10.2 million had a specific allowance for credit losses. At March 31, 2017, nonperforming loans totaled $10.0 million, of which $9.9 million had a specific allowance for credit losses.

 

NOTE 8: DIVIDENDS AND SHARE REPURCHASE PROGRAMS

 

Adtalem paid dividends of $11.4 million on December 22, 2016. On February 16, 2017, the Board determined to discontinue cash dividend payments. Future dividends will be at the discretion of the Board.

 

Adtalem has repurchased shares under the following programs as of March 31, 2018:

 

Date  Shares   Total Cost 
Authorized  Repurchased   (in millions) 
November 15, 2006   908,399   $35.0 
May 13, 2008   1,027,417    50.0 
November 11, 2009   972,205    50.0 
August 11, 2010   1,103,628    50.0 
November 10, 2010   968,105    50.0 
May 20, 2011   2,396,143    100.0 
November 2, 2011   3,478,299    100.0 
August 29, 2012   2,005,317    62.7 
December 15, 2015   1,672,250    36.6 
February 16, 2017   3,799,452    139.6 
Totals   18,331,215   $673.9 

 

On February 16, 2017, the Board authorized Adtalem’s tenth share repurchase program, which allows Adtalem to repurchase up to $300 million of its common stock through December 31, 2020. A total of 3,014,156 shares were repurchased during the nine months ended March 31, 2018 under the tenth share repurchase program for an aggregate of $111.6 million. The timing and amount of any repurchase will be determined based on evaluation of market conditions and other factors. These repurchases may be made through the open market, including block purchases, in privately negotiated transactions, or otherwise. The buyback will be funded through available cash balances and/or borrowings and may be suspended or discontinued at any time.

 

Shares of stock repurchased under the programs are held as treasury shares. These repurchased shares have reduced the weighted average number of shares of common stock outstanding for basic and diluted earnings per share calculations.

 

NOTE 9: BUSINESS COMBINATIONS

 

EduPristine

 

On February 5, 2018, Adtalem completed the acquisition of a majority interest in EduPristine. Under the terms of the agreement, Adtalem agreed to pay approximately $3.2 million in cash, in exchange for stock of EduPristine, increasing Adtalem’s ownership share from 36% to 64%. This ownership percentage was increased to 69% with an additional equity investment of $1.3 million in March 2018. The payments for these additional investments were made in the third quarter of fiscal year 2018. EduPristine is a training provider in India in the areas of finance, accounting, analytics, marketing and healthcare. The acquisition furthers Adtalem’s global growth strategy into professional education.

 

 22 

 

 

The operations of EduPristine are included in Adtalem’s Professional Education segment. Prior to the February 5, 2018 investment, Adtalem accounted for its ownership interest in EduPristine under the equity method investment of accounting. The results of EduPristine’s operations have been fully consolidated in the Consolidated Financial Statements of Adtalem since the February 5, 2018 acquisition date. The fair value of Adtalem’s equity investment immediately prior to the majority interest investment was $4.1 million, which was based on a discounted cash flow analysis. The $4.1 million noncontrolling interest recorded on the acquisition date was also derived using the same discounted cash flow analysis. In the third quarter of fiscal year 2018, Adtalem recorded a $1.2 million gain on its previous equity investment, which is included in Student Services and Administrative Expense in the Consolidated Statements of Income (Loss) for the three and nine months ended March 31, 2018.

 

The following table summarizes the preliminary fair values of the assets acquired and liabilities assumed at the date of acquisition of Adtalem’s majority interest in EduPristine (in thousands).

 

   February 5,
2018
 
Current Assets  $866 
Property and Equipment   239 
Other Long-term Assets   69 
Goodwill   12,548 
Total Assets Acquired   13,722 
Liabilities Assumed   2,356 
Net Assets Acquired  $11,366 

 

Goodwill, which represents the excess of the purchase price over the fair value of the net tangible and intangible assets acquired, was assigned to the Professional Education reporting unit and reporting segment. Factors that contributed to a purchase price resulting in the recognition of goodwill include EduPristine’s strategic fit into Adtalem’s expanding presence in professional education and the acquired assembled workforce. None of the goodwill acquired is expected to be deductible for income tax purposes.

 

There is no pro forma presentation of operating results for this acquisition due to the insignificant effect on consolidated operations.

 

São Judas Tadeu

 

On November 1, 2017, Adtalem Brazil completed the acquisition of São Judas Tadeu (“SJT”). Under the terms of the agreement, Adtalem Brazil agreed to pay approximately $6.0 million in cash, in exchange for 100% of the stock of SJT. Approximately $1.0 million of payments were made in the second quarter of fiscal year 2018, with additional aggregate payments of approximately $5.0 million required over the succeeding four years. Located in São Paulo, SJT offers medical doctor specialty test preparation and currently serves approximately 2,700 students. The acquisition of SJT adds a new product offering to Adtalem Brazil’s test preparation business.

 

The operations of SJT are included in Adtalem’s Technology and Business segment. The results of SJT’s operations have been included in the Consolidated Financial Statements of Adtalem since the date of acquisition.

 

The following table summarizes the preliminary fair values of the assets acquired and liabilities assumed at the date of acquisition (in thousands).

 

 23 

 

 

  

November 1,

2017

 
Current Assets  $558 
Property and Equipment   64 
Other Long-term Assets   1,838 
Intangible Assets   381 
Goodwill   3,807 
Total Assets Acquired   6,648 
Liabilities Assumed   684 
Net Assets Acquired  $5,964 

 

Goodwill, which represents the excess of the purchase price over the fair value of the net tangible and intangible assets acquired, was assigned to the Adtalem Brazil reporting unit which is classified within the Technology and Business segment. The goodwill balance changed from that reported at December 31, 2017 after an adjustment to purchase accounting. Factors that contributed to a purchase price resulting in the recognition of goodwill include SJT’s strategic fit into Adtalem’s expanding presence in test preparation and the acquired assembled workforce. None of the goodwill acquired is expected to be deductible for income tax purposes. Of the $0.4 million of acquired intangible assets, $0.2 million was assigned to Trade Names, which has been determined not to be subject to amortization. The remaining acquired intangible asset was determined to be subject to amortization with a useful life of approximately six months. The value and estimated useful life by asset type is as follows (in thousands):

 

   November 1, 2017
  

Value

Assigned

  

Estimated

Useful Life

Student Relationships  $162   6 months

 

There is no pro forma presentation of operating results for this acquisition due to the insignificant effect on consolidated operations.

 

Association of Certified Anti-Money Laundering Specialists

 

On July 1, 2016, Becker completed the acquisition of 100% of the stock of ACAMS for $330.6 million, net of cash of $23.5 million. The payment for this purchase was made in the first quarter of fiscal year 2017, and was funded with available domestic cash balances and $175 million in borrowings under Adtalem’s revolving credit facility. ACAMS is an international membership organization dedicated to enhancing the knowledge and skills of anti-money laundering and financial crime prevention professionals. The acquisition furthers Adtalem’s global growth strategy into professional education and enhances Becker’s position as a leading provider of lifelong learning for professionals.

 

The operations of ACAMS are included in Adtalem’s Professional Education segment. The results of ACAMS’s operations have been included in the Consolidated Financial Statements of Adtalem since the date of acquisition.

 

The following table summarizes the fair values of the assets acquired and liabilities assumed at the date of acquisition (in thousands).

 

  

July 1, 2016

 
Current Assets  $24,895 
Property and Equipment   432 
Other Long-term Assets   3,131 
Intangible Assets   88,600 
Goodwill   274,689 
Total Assets Acquired   391,747 
Liabilities Assumed   37,619 
Net Assets Acquired  $354,128 

 

 24 

 

 

Goodwill, which represents the excess of the purchase price over the fair value of the net tangible and intangible assets acquired, was assigned to the Professional Education reporting unit which is classified within the Professional Education segment. Factors that contributed to a purchase price resulting in the recognition of goodwill include ACAMS’s strategic fit into Adtalem’s expanding presence in professional education, the reputation of the ACAMS brand as a leader in the industry and potential future growth opportunity. None of the goodwill acquired is expected to be deductible for income tax purposes. Of the $88.6 million of acquired intangible assets, $39.9 million was assigned to Trade Names, which has been determined not to be subject to amortization. The remaining acquired intangible assets were determined to be subject to amortization with an average useful life of approximately nine years. The values and estimated useful lives by asset type are as follows (in thousands):

 

   July 1, 2016 
  

Value

Assigned

  

Estimated

Useful Life

 
Customer Relationships  $42,500    10 years 
Curriculum   5,000    3 years 
Non-compete Agreements   700    1 year 
Proprietary Technology   500    4 years 

 

There is no pro forma presentation of operating results for this acquisition due to the insignificant effect on consolidated operations.

 

NOTE 10: INTANGIBLE ASSETS

 

Intangible assets relate mainly to acquired business operations. These assets consist of the acquisition fair value of certain identifiable intangible assets acquired and goodwill. Goodwill represents the excess of the purchase price over the fair value of the net tangible and intangible assets acquired.

 

Intangible assets consist of the following (in thousands):

 

   March 31, 2018    
  

Gross

Carrying

Amount

  

Accumulated

Amortization

  

Weighted Average

Amortization

Period

Amortizable Intangible Assets:             
Student Relationships  $9,601   $(7,831)  5 Years
Customer Relationships   42,900    (8,430)  10 Years
Non-compete Agreements   700    (691)  1 Year
Curriculum/Software   7,148    (3,901)  4 Years
Franchise Contracts   10,621    (1,868)  18 Years
Clinical Agreements   393    (125)  15 Years
Trade Names   1,146    (1,031)  10 Years
Proprietary Technology   500    (219)  4 Years
Total  $73,009   $(24,096)   
Indefinite-Lived Intangible Assets:             
Trade Names  $109,755         
Ross Title IV Eligibility and Accreditations   14,100         
Intellectual Property   13,940         
Chamberlain Title IV Eligibility and Accreditations   1,200         
Carrington Title IV Eligibility and Accreditations   20,200         
AUC Title IV Eligibility and Accreditations   100,000         
Adtalem Brazil Accreditation   97,234         
Total  $356,429         

 

 25 

 

 

   June 30, 2017 
  

Gross

Carrying

Amount

  

Accumulated

Amortization

 
Amortizable Intangible Assets:          
Student Relationships  $12,459   $(9,323)
Customer Relationships   42,900    (4,923)
Non-compete Agreements   700    (665)
Curriculum/Software   7,147    (2,329)
Franchise Contracts   10,615    (1,425)
Clinical Agreements   393    (104)
Trade Names   1,145    (945)
Proprietary Technology   500    (125)
Total  $75,859   $(19,839)
Indefinite-Lived Intangible Assets:          
Trade Names  $109,519      
Ross Title IV Eligibility and Accreditations   14,100      
Intellectual Property   13,940      
Chamberlain Title IV Eligibility and Accreditations   1,200      
Carrington Title IV Eligibility and Accreditations   20,200      
AUC Title IV Eligibility and Accreditations   100,000      
Adtalem Brazil Accreditation   97,179      
Total  $356,138      

 

   March 31, 2017 
  

Gross

Carrying

Amount

  

Accumulated

Amortization

 
Amortizable Intangible Assets:          
Student Relationships  $13,014   $(9,149)
Customer Relationships   42,900    (3,735)
Non-compete Agreements   1,640    (1,439)
Curriculum/Software   8,113    (2,699)
Franchise Contracts   11,087    (1,335)
Clinical Agreements   411    (102)
Trade Names   1,196    (957)
Proprietary Technology   500    (94)
Total  $78,861   $(19,510)
Indefinite-Lived Intangible Assets:          
Trade Names  $111,008      
Ross Title IV Eligibility and Accreditations   14,100      
Intellectual Property   13,940      
Chamberlain Title IV Eligibility and Accreditations   1,200      
Carrington Title IV Eligibility and Accreditations   20,200      
AUC Title IV Eligibility and Accreditations   100,000      
Adtalem Brazil Accreditation   101,505      
Total  $361,953      

 

Amortization expense for amortized intangible assets was $2.4 million and $7.3 million for the three and nine months ended March 31, 2018, respectively, and $2.8 million and $8.5 million for the three and nine months ended March 31, 2017, respectively. Estimated amortization expense for amortizable intangible assets for the next five fiscal years ending June 30 and in the aggregate, by reporting unit, is as follows (in thousands):

 

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   Professional   Adtalem     
Fiscal Year  Education   Brazil   Total 
2018  $6,501   $3,028   $9,529 
2019   6,422    2,062    8,484 
2020   4,671    1,452    6,123 
2021   4,440    909    5,349 
2022   4,300    616    4,916 
Thereafter   15,386    6,402    21,788 

 

All amortizable intangible assets except student relationships and customer relationships are being amortized on a straight-line basis. The amount being amortized for student relationships is based on the estimated progression of the students through the respective Damásio Educacional (“Damasio”), Grupo Ibmec Educacional S.A. (“Grupo Ibmec”) and SJT programs, giving consideration to the revenue and cash flow associated with both existing students and new applicants. The amount being amortized for customer relationships related to ACAMS is based on the estimated retention of the customers, giving consideration to the revenue and cash flow associated with these existing customers.

 

Indefinite-lived intangible assets related to trade names, Title IV eligibility, accreditations and intellectual property are not amortized, as there are no legal, regulatory, contractual, economic or other factors that limit the useful life of these intangible assets to the reporting entity.

 

In accordance with GAAP, goodwill and indefinite-lived intangibles arising from a business combination are not amortized and charged to expense over time. Instead, these assets must be reviewed annually for impairment or more frequently if circumstances arise indicating potential impairment. Adtalem’s annual impairment review was most recently completed during the fourth quarter of fiscal year 2017, at which time, there was no impairment loss associated with recorded goodwill or indefinite-lived intangible assets for any reporting unit.

 

Adtalem had five reporting units that contained goodwill as of the start of the third quarter of fiscal year 2018. These reporting units constitute components for which discrete financial information is available and regularly reviewed by segment management. If the carrying amount of a reporting unit containing the goodwill exceeds the fair value of that reporting unit, an impairment loss to goodwill is recognized. In analyzing the results of operations and business conditions of all the reporting units as of March 31, 2018, it was determined that no triggering event had occurred that would indicate the carrying value of a reporting unit had exceeded its fair value, except that during the second quarter of fiscal year 2018, a triggering event did occur within the DeVry University reporting unit which resulted in a write-off of all goodwill balances as of December 31, 2017.

 

On December 4, 2017, Adtalem, entered into a Stock Purchase Agreement (the “Purchase Agreement”), pursuant to which Adtalem agreed to sell DeVry University to Cogswell. Subject to the terms and conditions of the Purchase Agreement, Adtalem will sell all of the outstanding equity interests of DeVry University, Inc. and DeVry New York Inc. to Cogswell for $1.00. As this sales price indicates a fair value that is less than the carrying value of the DeVry University goodwill and intangible asset balances, both amounts were written down to zero as of December 31, 2017. This resulted in impairment charges for goodwill of $22.2 million and indefinite-lived intangible assets of $1.6 million in the second quarter of fiscal year 2018. These amounts were charged to Discontinued Operations (see “Note 2: Discontinued Operations and Assets Held for Sale”).

 

For indefinite-lived intangible assets at the six reporting units that contained indefinite-lived intangible assets as of March 31, 2018, management first analyzes qualitative factors including results of operations and business conditions, significant changes in cash flows at the individual indefinite-lived intangible asset level, if applicable, as well as how much previously calculated fair values exceed carrying values to determine if it is more likely than not that the intangible assets associated with these reporting units have been impaired. At Carrington, management is executing a plan to increase enrollment and control costs to improve profitability. As a result, as of the end of the third quarter of fiscal year 2018, management does not believe business conditions had deteriorated such that it was more likely than not that the fair value of the Title IV Eligibility and Accreditation indefinite-lived intangible asset had fallen below its carrying value. Should declines in student enrollment at Carrington result in financial performance that is significantly below management expectations, the carrying value of this reporting unit’s indefinite-lived intangible assets could be impaired. This could require a write-off of up to $20.2 million.

 

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Management does not believe the effects of Hurricanes Irma and Maria created a triggering event that would require an impairment analysis of AUC’s or RUSM’s indefinite-lived intangible assets and goodwill. Damage to physical property will be repaired with the majority of costs expected to be reimbursable by insurance proceeds. The September 2017 semesters at both institutions were completed with minimal lost students and revenue and commencement of future semesters is not in question. Management believes it is probable that the response to the crisis and its ability to continue providing educational services demonstrates AUC’s and RUSM’s ability to generate future revenue and operating results sufficient to maintain fair values of these assets in excess of their carrying values.

 

These interim triggering event conclusions were based on the fact that the qualitative analysis of Adtalem’s reporting units and indefinite-lived intangible assets resulted in no impairment indicators as of the end of fiscal year 2017, except at the DeVry University reporting unit, and that no interim events or deviations from planned operating results occurred as of March 31, 2018, that would cause management to reassess these conclusions.

 

Determining the fair value of a reporting unit or an intangible asset involves the use of significant estimates and assumptions. Management bases its fair value estimates on assumptions it believes to be reasonable at the time, but such assumptions are subject to inherent uncertainty. Actual results may differ from those estimates, which could lead to additional impairments of intangible assets or goodwill.

 

At March 31, 2018, intangible assets from business combinations totaled $405.3 million and goodwill totaled $845.8 million. Together, these assets equaled approximately 55% of total assets as of such date, and any impairment could significantly affect future results of operations.

 

The table below summarizes goodwill balances by reporting unit (in thousands):

 

   March 31,   June 30,   March 31, 
Reporting Unit  2018   2017   2017 
Chamberlain  $4,716   $4,716   $4,716 
AUC   68,321    68,321    68,321 
RUSM and RUSVM   237,173    237,173    237,173 
Professional Education   319,528    306,653    306,444 
Adtalem Brazil   216,105    212,223    222,151 
Total  $845,843   $829,086   $838,805 

 

The table below summarizes goodwill balances by reporting segment (in thousands):

 

   March 31,   June 30,   March 31, 
Reporting Segment  2018   2017   2017 
Medical and Healthcare  $310,210   $310,210   $310,210 
Professional Education   319,528    306,653    306,444 
Technology and Business   216,105    212,223    222,151 
Total  $845,843   $829,086   $838,805 

 

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The table below summarizes the changes in the carrying amount of goodwill by reporting segment (in thousands):

 

               U.S. Traditional     
               Postsecondary     
   Medical       Technology       Accumulated     
   and   Professional   and       Impairment     
   Healthcare   Education   Business   Gross   Losses   Total 
Balance at June 30, 2016   310,210    32,043    223,558    185,717    (185,717)   565,811 
Purchase Accounting Adjustments   -    -    (3,122)   -    -    (3,122)
Acquisitions   -    274,620    -    -    -    274,620 
Foreign exchange rate changes   -    (219)   1,715    -    -    1,496 
Balance at March 31, 2017   310,210    306,444    222,151    185,717    (185,717)   838,805 
Purchase Accounting Adjustments   -    69    (481)   -    -    (412)
Foreign exchange rate changes   -    140    (9,447)   -    -    (9,307)
Balance at June 30, 2017   310,210    306,653    212,223    185,717    (185,717)   829,086 
Acquisitions   -    12,548    3,807    -    -    16,355 
Foreign exchange rate changes   -    327    75    -    -    402 
Balance at March 31, 2018  $310,210   $319,528   $216,105   $185,717   $(185,717)  $845,843 

 

The increase in the goodwill balance from June 30, 2017 in the Professional Education segment is the result of the addition of $12.5 million with the acquisition of EduPristine, as well as changes in the respective values of the British Sterling Pound and Indian Rupee compared to the U.S. dollar. Since Becker’s European subsidiary’s and EduPristine’s goodwill is recorded in local currency, fluctuations in the values of the British Sterling Pound and Indian Rupee in relation to the U.S. dollar will cause changes in the balance of this asset. The increase in the goodwill balance from June 30, 2017 in the Technology and Business segment is the result of the addition of $3.8 million with the acquisition of SJT, as well as a change in the value of the Brazilian Real compared to the U.S. dollar. Since Adtalem Brazil goodwill is recorded in local currency, fluctuations in the value of the Brazilian Real in relation to the U.S. dollar will cause changes in the balance of this asset.

 

The table below summarizes the indefinite-lived intangible asset balances by reporting segment (in thousands):

 

   March 31,   June 30,   March 31, 
Reporting Segment  2018   2017   2017 
Medical and Healthcare  $137,500   $137,500   $137,500 
Professional Education   67,812    67,812    67,812 
Technology and Business   130,917    130,626    136,441 
U.S. Traditional Postsecondary   20,200    20,200    20,200 
Total  $356,429   $356,138   $361,953 

 

Total indefinite-lived intangible assets increased by $0.3 million from June 30, 2017. The increase is the result of the addition of $0.2 million with the acquisition of SJT, as well as a result of a change in the value of the Brazilian Real as compared to the U.S. dollar. Since Adtalem Brazil intangible assets are recorded in local currency, fluctuations in the value of the Brazilian Real in relation to the U.S. dollar will cause changes in the balance of these assets.

 

NOTE 11: RESTRUCTURING CHARGES

 

During the third quarter and first nine months of fiscal year 2018, Adtalem recorded restructuring charges related to workforce reductions and real estate consolidations at the medical and veterinary schools, Carrington and Adtalem’s home office. Termination benefit charges, as a result of reducing Adtalem’s workforce by 169 positions in the first nine months of fiscal year 2018, represented severance pay and benefits for these employees. We also recorded a reduction to restructuring charges in the first nine months of fiscal year 2018 for an adjustment to previously accrued estimates for real estate consolidations at Adtalem’s home office. During the third quarter and first nine months of fiscal year 2017, Adtalem recorded restructuring charges related to real estate consolidations and workforce reductions at the administrative support operations of the medical and veterinary schools, Carrington and Adtalem’s home office. We also recorded a reduction to restructuring charges in the third quarter and first nine months of fiscal year 2017 for adjustments to previously accrued estimates for real estate consolidations at Carrington and Adtalem’s home office. Adtalem’s home office is classified as “Home Office and Other” in “Note 15: Segment Information” to the Consolidated Financial Statements. Pre-tax restructuring charges by segment were as follows (in thousands):

 

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   Three Months Ended March 31, 2018   Nine Months Ended March 31, 2018 
  

Real

Estate

  

Termination

Benefits

   Total  

Real

Estate

  

Termination

Benefits

   Total 
Medical and Healthcare  $-   $530   $530   $26   $616   $642 
U.S. Traditional Postsecondary   -    -    -    1,722    656    2,378 
Home Office and Other   46    45    91    (419)   2,961    2,542 
Total  $46   $575   $621   $1,329   $4,233   $5,562 

 

   Three Months Ended March 31, 2017   Nine Months Ended March 31, 2017 
  

Real

Estate

  

Termination

Benefits

   Total  

Real

Estate

  

Termination

Benefits

   Total 
Medical and Healthcare  $137   $530   $667   $137   $530   $667 
U.S. Traditional Postsecondary   (422)   1,147    725    3,282    1,147    4,429 
Home Office and Other   (222)   1,634    1,412    1,706    2,315    4,021 
Total  $(507)  $3,311   $2,804   $5,125   $3,992   $9,117 

 

The following table summarizes the separation and restructuring plan activity for the fiscal years 2018 and 2017, for which cash payments are required (in thousands):

 

Liability balance at June 30, 2016  $48,223 
Increase in liability (separation and other charges)   27,620 
Reduction in liability (payments and adjustments)   (29,728)
Liability balance at June 30, 2017   46,115 
Increase in liability (separation and other charges)   17,689 
Reduction in liability (payments and adjustments)   (23,019)
Liability balance at March 31, 2018  $40,785 

 

Of this liability balance, $14.7 million is recorded as Accrued Liabilities and $26.1 million is recorded as Deferred Rent and Other Liabilities on the Consolidated Balance Sheet at March 31, 2018. These liability balances primarily represent rent accruals and costs for employees that have either not yet separated from Adtalem or their full severance has not yet been paid. All of these remaining costs are expected to be paid over the next 12 months except for rent charges which may be paid out for periods of up to 7 years.

 

NOTE 12: INCOME TAXES

 

The effective income tax rates on income from continuing operations were 14.6% and 91.2% for the third quarter and first nine months of fiscal year 2018, respectively, compared to 16.8% and 6.7% for the third quarter and first nine months of fiscal year 2017, respectively. A tax expense special item of $101.2 million was recorded in the second quarter of fiscal year 2018 related to the impact of the Tax Act, which was enacted into law on December 22, 2017. A tax benefit special item of $19.7 million was recorded in the second quarter of fiscal year 2017 for settlement costs of various regulatory authority litigation. The effective tax rates on income from continuing operations excluding special items were 14.9% and 19.5% for the first nine months of fiscal years 2018 and 2017, respectively. This decrease reflects the lower U.S. tax rate resulting from the Tax Act, partially offset by a decrease in the percentage of earnings from foreign operations, which are taxed at lower rates than domestic earnings.

 

Four of Adtalem’s operating units, AUC, which operates in St. Maarten, RUSM, which operates in Dominica, RUSVM, which operates in St. Kitts, and Adtalem Brazil, which operates in Brazil, all benefit from local tax incentives. AUC’s effective tax rate reflects benefits derived from investment incentives. RUSM and RUSVM each have agreements with their respective domestic governments that exempt them from local income taxation. Both of these agreements have been extended to provide, in the case of RUSM, an indefinite period of exemption and, in the case of RUSVM, exemption until 2037. Adtalem Brazil’s effective tax rate reflects benefits derived from its participation in PROUNI, a Brazilian program for providing scholarships to a portion of its undergraduate students.

 

Prior to enactment of the Tax Act, Adtalem did not record a U.S. federal or state tax provision for the undistributed earnings of its international subsidiaries. As a result of the Tax Act, Adtalem has revised its prior intent to indefinitely reinvest accumulated undistributed earnings and profits in foreign operations, and now only intends to maintain this assertion with respect to accumulated and future earnings in Brazil. As of March 31, 2018, the cumulative undistributed earnings attributable to operations in Brazil was approximately $91 million.

 

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Adtalem’s effective tax rate for the first nine months of fiscal year 2018 is impacted by the Tax Act. Income tax effects resulting from changes in tax laws are required to be accounted for in the period in which the law is enacted, and the effects are recorded as a component of provision for income taxes from continuing operations. As a result, a provision for income tax resulting from the enactment of the Tax Act was recorded in the second quarter of fiscal year 2018.

 

The Tax Act includes significant changes to the U.S. corporate income tax system, which reduces the U.S. federal corporate tax rate from 35.0% to 21.0% as of January 1, 2018; shifts to a modified territorial tax regime, which requires companies to pay a transition tax on earnings of certain foreign subsidiaries that were previously tax deferred; and creates new taxes on certain foreign-sourced earnings. The decrease in the U.S. federal corporate tax rate from 35.0% to 21.0% results in a blended statutory tax rate of 28.1% for the fiscal year ending June 30, 2018. The new taxes for certain foreign-sourced earnings under the Tax Act are effective for Adtalem after the fiscal year ending June 30, 2018.

 

The tax expense recorded in the second quarter of fiscal year 2018 upon enactment of the Tax Act included $96.3 million for the one-time transition tax on the deemed repatriation of foreign earnings, payable over eight years; $2.5 million to record the impact of the reduction in tax rates on our net deferred tax asset position; and $2.7 million for state income and foreign withholding taxes on undistributed foreign earnings that are no longer intended to be indefinitely reinvested in foreign operations, partially offset by $0.3 million to reduce tax expense recorded in the first quarter of fiscal year 2018 for the reduction in the U.S. tax rate. As of March 31, 2018, Adtalem has not fully completed its accounting for the tax effects of the enactment of the Tax Act. We are still evaluating various impacts of the enacted legislation and these impacts may materially differ from the estimated impacts recognized in the second quarter of fiscal year 2018 due to future treasury regulations, tax law technical corrections, and other potential guidance, notices, rulings, refined computations and actions we may take as a result of the tax legislation, and other items. The SEC has issued rules that allow for a measurement period of up to one year after the enactment date of the Tax Act to finalize the recording of the related tax impacts.

 

The Tax Act also includes provisions for Global Intangible Low-Taxed Income (“GILTI”) wherein taxes on foreign income are imposed in excess of a deemed return on tangible assets of foreign corporations. This income will effectively be taxed in general at a 10.5% tax rate. Adtalem has not completed its analysis on the potential impact to its deferred tax assets and liabilities, or whether to (i) account for GILTI as a component of tax expense in the period in which Adtalem is subject to the rules (the “period cost method”), or (ii) account for GILTI in Adtalem’s measurement of deferred taxes (the “deferred method”).

 

NOTE 13: DEBT

 

Revolving Credit Facility

 

Adtalem entered into a revolving credit facility on March 31, 2015 which expires on March 31, 2020. The revolving credit agreement (as amended, the “Credit Agreement”) provides for a multi-currency revolving credit facility in the amount of $400 million (the “Aggregate Commitment”) with availability in currencies other than U.S. dollars of up to $200 million. Subject to certain conditions set forth in the Credit Agreement, the Aggregate Commitment may be increased up to $550 million. On October 4, 2016, Adtalem entered into a First Amendment to Credit Agreement, which amends the Aggregate Commitment to increase the amount available for letters of credit from $50 million to $100 million. Adtalem may select interest rates for borrowings under the Credit Agreement equal to LIBOR or a LIBOR-equivalent rate for Eurocurrency Rate Loans or a base rate, plus an applicable rate based on Adtalem’s consolidated leverage ratio, as defined in the Credit Agreement. The applicable rate ranges from 2% to 3% for Eurocurrency Rate Loans and from 1% to 2% for Base Rate Loans. As of March 31, 2018, June 30, 2017 and March 31, 2017, Adtalem borrowings under this agreement were $120 million, $125 million and $120 million, respectively, with a weighted average interest rate of 3.70%, 3.18% and 3.45%, respectively. There are no required principal payments under the Credit Agreement and all borrowings and letters of credit mature on March 31, 2020. As a result of the agreement extending beyond one year, the borrowings are classified as long-term with the exception of amounts expected to be repaid in the 12 months subsequent to the balance sheet date, if any. Adtalem letters of credit outstanding under this agreement were $68.4 million as of March 31, 2018 and $68.5 million as of each of June 30, 2017 and March 31, 2017. Of this amount, $68.4 million was posted in the second quarter of fiscal year 2017 in relation to the ED Settlement (see “Note: 3 Regulatory Settlements”). Upon the close of the sale of DeVry University (see “Note 2: Discontinued Operations and Assets Held for Sale”), Adtalem will continue to post this letter of credit on behalf of DeVry University. As of March 31, 2018, Adtalem is charged an annual fee equal to 2.0% of the undrawn face amount of the outstanding letters of credit under the agreement, payable quarterly. The agreement also requires payment of a commitment fee equal to 0.35% of the undrawn portion of the credit facility as of March 31, 2018. The interest rate, letter of credit fees and commitment fees are adjustable quarterly, based upon Adtalem’s achievement of certain financial ratios.

 

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The Credit Agreement contains covenants that, among other things, require maintenance of certain financial ratios, as defined in the agreement. Maintenance of these financial ratios could place restrictions on Adtalem’s ability to pay dividends. These financial ratios include a consolidated fixed charge coverage ratio, a consolidated leverage ratio and a U.S. Department of Education financial responsibility ratio based upon a composite score of an equity ratio, a primary reserve ratio and a net income ratio. Failure to maintain any of these ratios or to comply with other covenants contained in the agreement would constitute an event of default and could result in termination of the agreement and require payment of all outstanding borrowings and replacement of outstanding letters of credit. Adtalem was in compliance with the debt covenants as of March 31, 2018.

 

The stock of all U.S. and certain foreign subsidiaries of Adtalem is pledged as collateral for the borrowings under the revolving credit facility.

 

On April 13, 2018, Adtalem replaced the existing revolving credit facility and Credit Agreement with a new credit facility. The new credit facility provides for (1) a $300 million revolving facility with a maturity date of April 13, 2023 and (2) a $300 million senior secured Term B loan (the “Term B Commitment”) with a maturity date of April 13, 2025. The $300 million of proceeds received from the Term B Commitment were used to repay the existing credit facility balance of $140 million, pay transaction costs of $8.4 million associated with the new credit facility and retain the remaining $151.6 million to fund the balance sheet for general corporate purposes. As of the date of this Quarterly Report on Form 10-Q, there have not been any draws on the new revolving facility. The $68.4 million of outstanding letters of credit remains unchanged, resulting in the undrawn amount under the revolving facility of $231.6 million as of April 13, 2018.

 

Adtalem also has liabilities recorded for deferred purchase price agreements with sellers related to the purchases of Faculdade Diferencial Integral (“Facid”), Faculdade Ideal (“Faci”), Damasio, Grupo Ibmec, Faculdade de Imperatriz (“Facimp”) and SJT. This financing is in the form of holdbacks of a portion of the purchase price of these acquisitions or installment payments. Payments are made under these agreements based on payment schedules or the resolution of any pre-acquisition contingencies.

 

NOTE 14: COMMITMENTS AND CONTINGENCIES

 

Adtalem is subject to lawsuits, administrative proceedings, regulatory reviews and investigations associated with financial assistance programs and other matters arising in the normal conduct of its business. The following is a description of pending legal and regulatory matters that may be considered other than ordinary, routine and incidental to the business. Descriptions of certain matters from prior SEC filings may not be carried forward in this report to the extent we believe such matters no longer are required to be disclosed or there has not been, to our knowledge, significant activity relating to them. The timing or outcome of the following matters, or their possible impact on Adtalem’s business, financial condition or results of operations, cannot be predicted at this time. The continued defense, resolution or settlement of any of the following matters could require us to expend significant resources and could have a material adverse effect on our business, financial condition, results of operations and cash flows and result in the imposition of significant restrictions on us and our ability to operate.

 

On August 28, 2015, DeVry University received a request from the Multi-Regional and Foreign School Participation Division of the Federal Student Aid office of the Department of Education (“ED FSA”) for documents and information regarding published employment outcomes and relative earnings information of DeVry University graduates (the “Inquiry”). The stated purpose of the Inquiry was to permit ED FSA to assess DeVry University’s compliance with applicable regulations under Title IV. On January 27, 2016, DeVry University received a Notice of Intent to Limit from ED FSA (the “ED January 2016 Notice”), based on a portion of the Inquiry, and on October 13, 2016, DeVry University and the U.S. Department of Education (“ED”) reached a negotiated agreement to settle the ED January 2016 Notice (the “ED Settlement”).

 

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On May 13, 2016, a putative class action lawsuit was filed by the Pension Trust Fund for Operating Engineers, individually and on behalf of others similarly situated, against Adtalem, Daniel Hamburger, Richard M. Gunst, and Timothy J. Wiggins in the United States District Court for the Northern District of Illinois. The complaint was filed on behalf of a putative class of persons who purchased Adtalem common stock between February 4, 2011 and January 27, 2016. The complaint cites the ED January 2016 Notice and a civil complaint (the “FTC lawsuit”) filed by the U.S. Federal Trade Commission on January 27, 2016 against Adtalem, DeVry University, Inc., and DeVry/New York Inc. (collectively, the “Adtalem Parties”), which was resolved with the FTC in 2017, that alleged that certain of DeVry University’s advertising claims were false or misleading or unsubstantiated at the time they were made in violation of Section 5(a) of the Federal Trade Commission Act, as the basis for claims that defendants made false or misleading statements regarding DeVry University’s graduate employment rate and the earnings of DeVry University graduates relative to the graduates of other universities and colleges. As a result of these alleged false or misleading statements, the plaintiff alleged that defendants overstated Adtalem’s growth, revenue and earnings potential and made false or misleading statements about Adtalem’s business, operations and prospects. The plaintiff alleged direct liability against all defendants for violations of §10(b) and Rule 10b-5 of the Exchange Act and asserted liability against the individual defendants pursuant to §20(a) of the Exchange Act. The plaintiff sought monetary damages, interest, attorneys’ fees, costs and other unspecified relief. On July 13, 2016, the Utah Retirement System (“URS”) moved for appointment as lead plaintiff and approval of its selection of counsel, which was not opposed by the Pension Trust Fund for Operating Engineers and URS was appointed as lead plaintiff on August 24, 2016. URS filed a second amended complaint (“SAC”) on December 23, 2016. The SAC sought to represent a putative class of persons who purchased Adtalem common stock between August 26, 2011 and January 27, 2016 and names an additional individual defendant, Patrick J. Unzicker. Like the original complaint, the SAC asserted claims against all defendants for alleged violations of §10(b) and Rule 10b-5 of the Exchange Act and asserted liability against the individual defendants pursuant to §20(a) of the Exchange Act for alleged material misstatements or omissions regarding DeVry University graduate outcomes. On January 27, 2017, defendants moved to dismiss the SAC, which was granted on December 6, 2017 without prejudice. The plaintiffs filed a Third Amended Complaint (“TAC”) on January 29, 2018. The Adtalem parties moved to dismiss the TAC on March 30, 2018.

 

 On or about June 21, 2016, T’Lani Robinson and Robby Brown filed an arbitration demand with the American Arbitration Association in Chicago, seeking to represent a putative class of students who received a DeVry University education from January 1, 2008 until April 8, 2016 (the “Putative Class Period”). Following Adtalem’s filing of a declaratory judgment action in the United States District Court for the Northern District of Illinois seeking, among other things, an order declaring that federal court is the appropriate venue for this putative class action, on September 12, 2016, Robinson and Brown voluntarily withdrew their demand for arbitration. On September 20, 2016, Robinson and Brown answered the declaratory judgement action and filed a putative class action counterclaim, individually and on behalf of others similarly situated, against Adtalem Inc., DeVry University, Inc., and DeVry/New York, Inc. in the United States District Court for the Northern District of Illinois. The counterclaim asserted causes of action for breach of contract, misrepresentation, concealment, negligence, violations of the Illinois Uniform Deceptive Trade Practices Act, the Illinois Consumer Fraud and Deceptive Trade Practices Act, and the Illinois Private Business and Vocational Schools Act, conversion, unjust enrichment, and declaratory relief. The plaintiffs sought monetary, declaratory, injunctive, and other unspecified relief. On November 4, 2016, following a stipulated dismissal of the declaratory action, the Adtalem Parties moved to dismiss the counterclaim after which plaintiffs voluntarily withdrew it. On December 2, 2016, Robinson and Brown filed an amended complaint adding two additional named plaintiffs. The amended complaint purports to assert nationwide class claims under the above-referenced Illinois statutes and common law theories on behalf of those who, during the Putative Class Period, (i) enrolled in DeVry University; (ii) financed their education with DeVry University with direct loans administered by ED; or (iii) entered into an enrollment agreement with DeVry University and otherwise paid for a DeVry University education. The amended complaint also seeks to represent a fourth class of individuals residing in, or enrolled in a DeVry University campus located in, California during the Putative Class Period bringing claims under the California Business and Profession Code. In addition to the claims previously asserted as described above, the amended complaint adds a claim for breach of fiduciary duty owed students in administering Title IV funds. A motion to dismiss the amended complaint was filed by the Adtalem Parties and granted by the Court, without prejudice, on February 12, 2018. The Court granted plaintiffs leave to file an amended complaint by April 12, 2018. The plaintiffs did not file an amended complaint by such date and the court entered an order on April 13, 2018 dismissing the case without prejudice.

 

On October 14, 2016, a putative class action lawsuit was filed by Debbie Petrizzo and five other former DeVry University students, individually and on behalf of others similarly situated, against the Adtalem Parties in the United States District Court for the Northern District of Illinois (the “Petrizzo Case”). The complaint was filed on behalf of a putative class of persons consisting of those who enrolled in and/or attended classes at DeVry University from at least 2002 through the present and who were unable to find employment within their chosen field of study within six months of graduation. Citing the FTC lawsuit, the plaintiffs claimed that defendants made false or misleading statements regarding DeVry University’s graduate employment rate and asserted claims for unjust enrichment and violations of six different states’ consumer fraud, unlawful trade practices, and consumer protection laws. The plaintiffs seek monetary, declaratory, injunctive, and other unspecified relief.

 

On October 28, 2016, a putative class action lawsuit was filed by Jairo Jara and eleven others, individually and on behalf of others similarly situated, against the Adtalem Parties in the United States District Court for the Northern District of Illinois (the “Jara Case”). The individual plaintiffs claim to have graduated from DeVry University in 2001 or later and sought to proceed on behalf of a putative class of persons consisting of those who obtained a degree from DeVry University and who were unable to find employment within their chosen field of study within six months of graduation. Citing the FTC lawsuit, the plaintiffs claimed that defendants made false or misleading statements regarding DeVry University’s graduate employment rate and asserted claims for unjust enrichment and violations of ten different states’ consumer fraud, unlawful trade practices, and consumer protection laws. The plaintiffs seek monetary, declaratory, injunctive, and other unspecified relief.

 

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By Order dated November 28, 2016, the district court ordered the Petrizzo and Jara Cases be consolidated under the Petrizzo caption for all further purposes. On December 5, 2016, plaintiffs filed an amended consolidated complaint on behalf of 38 individual plaintiffs and others similarly situated. The amended consolidated complaint seeks to bring claims on behalf of the named individuals and a putative nationwide class of individuals for unjust enrichment and alleged violations of the Illinois Consumer Fraud and Deceptive Practices Act and the Illinois Private Businesses and Vocational Schools Act of 2012. In addition, it purports to assert causes of action on behalf of certain of the named individuals and 15 individual state-specific putative classes for alleged violations of 15 different states’ consumer fraud, unlawful trade practices, and consumer protection laws. Finally, it seeks to bring individual claims under Georgia state law on behalf of certain named plaintiffs. The plaintiffs seek monetary, declaratory, injunctive, and other unspecified relief. A motion to dismiss the amended complaint was filed by the Adtalem Parties and granted by the Court, without prejudice, on February 12, 2018. Because the case was dismissed without prejudice, the plaintiffs can re-file the action.

 

On January 17, 2017, Harriet Myers filed a complaint derivatively on behalf of Adtalem in the United States District Court for the Northern District of Illinois against individual defendants Daniel M. Hamburger, Timothy J. Wiggins, Richard M. Gunst, Patrick J. Unzicker, Christopher B. Begley, David S. Brown, Lisa W. Wardell, Ann Weaver Hart, Lyle Logan, Alan G. Merten, Fernando Ruiz, Ronald L. Taylor and James D. White. Adtalem was named as a nominal defendant only. The plaintiffs have agreed to a stipulated order moving the case to the United States District Court for the District of Delaware. Citing the FTC lawsuit and settlement, the ED January 2016 Notice and ED Settlement, and the allegations in the lawsuit filed by the Pension Trust Fund for Operating Engineers, each referenced above, the plaintiff alleges that the individual defendants have breached their fiduciary duties and violated federal securities law since at least 2011. The plaintiff asserts that the individual defendants permitted Adtalem to engage in unlawful conduct, failed to correct misconduct or prevent its recurrence, and failed to ensure the accurate dissemination of information to shareholders. The complaint attempts to state three claims: (i) breach of fiduciary duty by all named defendants for allegedly allowing the illegal conduct to occur, (ii) unjust enrichment by all individual defendants in the receipt of compensation, and (iii) violation of Section 14(a) by failing to disclose the alleged illegal scheme in proxy statements and falsely stating that compensation was based on “pay for performance” where those performance results were allegedly false. The plaintiff seeks on behalf of Adtalem monetary, injunctive and other unspecified relief.

 

On June 20, 2017, the City of Hialeah Employees Retirement System filed a complaint derivatively on behalf of Adtalem in the Court of Chancery of the State of Delaware States District Court for the Northern District of Illinois against individual defendants Daniel M. Hamburger, Christopher B. Begley, Lisa W. Wardell, Lyle Logan, Fernando Ruiz, Ronald L. Taylor and James D. White. Adtalem was named as a nominal defendant only. Citing the FTC lawsuit and settlement, the ED January 2016 Notice and ED settlement, and documents produced in response to plaintiff’s request under Section 220 of the Delaware Code, the plaintiff alleges that the individual defendants have breached their fiduciary duties. The plaintiff asserts that the individual defendants permitted Adtalem and DeVry University to make, and failed to stop, false and misleading advertisements in breach of their fiduciary duties and in bad faith. The plaintiff seeks on behalf of Adtalem monetary and other unspecified relief. A motion to dismiss the complaint was filed by the Adtalem Parties on September 1, 2017, which was partially granted as to one count and partially denied as to another count on April 20, 2018.

 

On April 13, 2018, a putative class action lawsuit was filed by Nicole Versetto, individually and on behalf of other similarly situated, against Adtalem and DeVry University, Inc. in the Circuit Court of Cook County, Illinois, Chancery Division. The complaint was filed on behalf of herself and three separate classes of similarly situated individuals who were citizens of the State of Illinois who purchased or paid for a DeVry University program between January 1, 2008 and April 8, 2016. The plaintiffs claim that defendants made false or misleading statements regarding DeVry University’s graduate employment rate and asserts causes of action under the Illinois Uniform Deceptive Trade Practices Act, Illinois Consumer Fraud and Deceptive Trade Practices Act, and Illinois Private Business and Vocational Schools Act, and claims of breach of contract, fraudulent misrepresentation, concealment, negligence, breach of fiduciary duty, conversion, unjust enrichment, and declaratory relief as to violations of state law. The plaintiffs seek compensatory, exemplary, punitive, treble, and statutory penalties and damages, including pre-judgment and post-judgment interest, in addition to restitution, declaratory and injunctive relief, and attorneys’ fees.

 

NOTE 15: SEGMENT INFORMATION

 

Beginning in the second quarter of fiscal year 2018, DeVry University operations are classified as discontinued operations as discussed in “Note 2: Discontinued Operations and Assets Held for Sale.” Therefore, segment information presented excludes the results of DeVry University, which is presented as discontinued operations in the Consolidated Financial Statements. Discontinued operations assets are included in the table below to reconcile to Total Consolidated Assets presented on the Consolidated Balance Sheets. In addition, certain expenses previously allocated to DeVry University within the U.S. Traditional Postsecondary segment have been reclassified to the Home Office and Other segment based on discontinued operating reporting guidance regarding allocation of corporate overhead.

 

Adtalem’s principal business is the provision of educational services. Adtalem presents four reporting segments: “Medical and Healthcare,” which includes the operations of Chamberlain and the medical and veterinary schools (which include AUC, RUSM and RUSVM); “Professional Education,” which includes the operations of Becker, ACAMS and EduPristine; “Technology and Business,” which includes the operations of Adtalem Brazil; and “U.S. Traditional Postsecondary,” which includes the operations of Carrington.

 

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These segments are consistent with the method by which the Chief Operating Decision Maker (Adtalem’s President and Chief Executive Officer) evaluates performance and allocates resources. Performance evaluations are based, in part, on each segment’s operating income. Intersegment sales are accounted for at amounts comparable to sales to nonaffiliated customers and are eliminated in consolidation. “Home Office and Other” includes activity not allocated to a reporting segment and is included to reconcile segment results to the Consolidated Financial Statements. The accounting policies of the segments are the same as those described in “Note 4: Summary of Significant Accounting Policies.”

 

Summary financial information by reporting segment is as follows (in thousands):

 

  

Three Months Ended

March 31,

  

Nine Months Ended

March 31,

 
   2018   2017   2018   2017 
Revenue:                
Medical and Healthcare  $220,067   $208,153   $614,649   $609,331 
Professional Education   31,505    29,810    101,906    91,906 
Technology and Business   59,030    61,810    196,602    193,437 
U.S. Traditional Postsecondary   32,123    33,537    93,291    102,967 
Home Office and Other   (532)   (635)   (1,733)   (1,981)
Total Consolidated Revenue  $342,193   $332,675   $1,004,715   $995,660 
Operating Income (Loss):                    
Medical and Healthcare  $60,304   $50,150   $141,583   $146,166 
Professional Education   2,382    2,619    15,082    8,810 
Technology and Business   (103)   5,358    15,749    16,864 
U.S. Traditional Postsecondary   (251)   (3,067)   (11,544)   (11,369)
Home Office and Other (1)   (8,542)   (11,095)   (25,954)   (83,250)
Total Consolidated Operating Income  $53,790   $43,965   $134,916   $77,221 
Segment Assets:                    
Medical and Healthcare  $935,360   $894,691   $935,360   $894,691 
Professional Education   455,358    450,769    455,358    450,769 
Technology and Business   625,752    609,624    625,752    609,624 
U.S. Traditional Postsecondary   54,321    56,078    54,321    56,078 
Home Office and Other   175,540    176,666    175,540    176,666 
Discontinued Operations   40,974    129,981    40,974    129,981 
Total Consolidated Assets  $2,287,305   $2,317,809   $2,287,305   $2,317,809 
Additions to Long-Lived Assets:                    
Medical and Healthcare  $10,740   $3,574   $25,076   $10,418 
Professional Education   12,918    66    14,139    363,724 
Technology and Business   3,746    4,882    19,445    12,495 
U.S. Traditional Postsecondary   1,099    336    2,220    2,102 
Home Office and Other   4,506    1,922    8,811    4,464 
Total Consolidated Additions to Long-Lived Assets  $33,009   $10,780   $69,691   $393,203 
Reconciliation to Consolidated Financial Statements:                    
Capital Expenditures  $20,059   $10,780   $52,653   $29,551 
Increase in Capital Assets from Acquisitions   287    -    303    4,913 
Increase in Intangible Assets and Goodwill   12,663    -    16,735    358,739 
Total Increase in Consolidated Long-Lived Assets  $33,009   $10,780   $69,691   $393,203 
Depreciation Expense:                    
Medical and Healthcare  $7,346   $6,652   $20,255   $19,850 
Professional Education   295    119    822    466 
Technology and Business   2,488    2,881    7,591    6,991 
U.S. Traditional Postsecondary   1,160    1,210    3,460    3,602 
Home Office and Other   2,193    2,936    6,219    8,932 
Total Consolidated Depreciation Expense  $13,482   $13,798   $38,347   $39,841 
Intangible Asset Amortization Expense:                    
Professional Education  $1,626   $1,893   $4,876   $5,679 
Technology and Business   748    899    2,457    2,808 
Total Consolidated Amortization Expense  $2,374   $2,792   $7,333   $8,487 

 

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(1) Home Office and Other Operating Loss includes $52.2 million in charges in the nine months ended March 31, 2017 for regulatory settlements as described in "Note 3: Regulatory Settlements."

 

Adtalem conducts its educational operations in the U.S., Dominica, St. Kitts, St. Maarten, Brazil, Canada, Europe, the Middle East, India, China and the Pacific Rim. Other international revenue, which is derived principally from Europe and the Pacific Rim, was less than 5% of total revenue for each of the three-month and nine-month periods ended March 31, 2018 and 2017. Revenue and long-lived assets by geographic area are as follows (in thousands):

 

  

Three Months Ended

March 31,

  

Nine Months Ended

March 31,

 
   2018   2017   2018   2017 
Revenue from Unaffiliated Customers:                    
Domestic Operations  $189,187   $186,225   $546,474   $538,590 
International Operations:                    
Dominica, St. Kitts and St. Maarten   91,580    83,237    257,194    260,083 
Brazil   59,030    61,810    196,602    193,437 
Other   2,396    1,403    4,445    3,550 
Total International   153,006    146,450    458,241    457,070 
Total Consolidated Revenue  $342,193   $332,675   $1,004,715   $995,660 
Long-Lived Assets:                    
Domestic Operations  $169,224   $245,683   $169,224   $245,683 
International Operations:                    
Dominica, St. Kitts and St. Maarten   174,921    188,511    174,921    188,511 
Brazil   107,573    117,412    107,573    117,412 
Other   2,133    3,746    2,133    3,746 
Total International   284,627    309,669    284,627    309,669 
Total Consolidated Long-Lived Assets  $453,851   $555,352   $453,851   $555,352 

 

No one customer accounted for more than 10% of Adtalem's consolidated revenue.

 

ITEM 2 – MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

Through its website, Adtalem Global Education Inc. (“Adtalem”) offers its Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and other reports filed with the Securities and Exchange Commission (“SEC”). Adtalem’s website is http://www.adtalem.com.

 

The following discussion of Adtalem’s results of operations and financial condition should be read in conjunction with Adtalem’s Consolidated Financial Statements and the related Notes thereto in “Item 1 – Financial Statements” in this Quarterly Report on Form 10-Q and Adtalem’s Consolidated Financial Statements and related Notes thereto in “Item 8 – Financial Statements and Supplementary Data” in Adtalem’s Annual Report on Form 10-K for the fiscal year ended June 30, 2017. Adtalem’s Annual Report on Form 10-K includes a description of critical accounting policies and estimates and assumptions used in the preparation of Adtalem’s financial statements. These include, but are not limited to, the use of estimates and assumptions that affect the reported amounts of assets and liabilities; revenue and expense recognition; allowance for uncollectible accounts; internal-use developed software; land, building and equipment; stock-based compensation; valuation of goodwill and other intangible assets; valuation of long-lived assets; and income taxes.

 

The seasonal pattern of Adtalem’s enrollments and its educational programs’ starting dates affect the results of operations and the timing of cash flows. Therefore, management believes that comparisons of its results of operations should primarily be made to the corresponding period in the preceding year. Comparisons of financial position should be made to both the end of the previous fiscal year and to the end of the corresponding quarterly period in the preceding year.

 

As described further below, on December 4, 2017, Adtalem announced the signing of a definitive agreement to divest DeVry University, with an expected closing date occurring in early fiscal year 2019. Accordingly, the results of DeVry University are presented as discontinued operations within this Quarterly Report on Form 10-Q. Also see “Note 2: Discontinued Operations and Assets Held for Sale” to the Consolidated Financial Statements in Part I, Item 1, for further discussion.

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FORWARD-LOOKING STATEMENTS

 

Certain statements contained in this Quarterly Report on Form 10-Q, including those that affect Adtalem’s expectations or plans, may constitute “forward-looking statements” subject to the Safe Harbor Provision of the Private Securities Litigation Reform Act of 1995. These forward-looking statements generally can be identified by phrases such as Adtalem or its management “anticipates,” “believes,” “estimates,” “expects,” “forecasts,” “foresees,” “intends,” “plans” or other words or phrases of similar import. Actual results may differ materially from those projected or implied by these forward-looking statements. Potential risks and uncertainties that could affect Adtalem’s results are described throughout this report, including those in Part I, Item 1, “Note 14: Commitments and Contingencies” to the Consolidated Financial Statements, “Item 1 – Legal Proceedings,” “Item 1A – Risk Factors,” and in Adtalem’s Annual Report on Form 10-K for the fiscal year ended June 30, 2017 filed with the SEC on August 24, 2017, including, without limitation, in “Item 1A – Risk Factors” and in the subsections of “Item 1 – Business” entitled “Market Trends and Competition,” “Student Admissions,” “Accreditation,” “Tuition and Fees,” “Financial Aid and Financing Student Education,” “Legislative and Regulatory Requirements,” “Seasonality” and “Employees.”

 

The forward-looking statements should be considered in the context of the risk factors referred to above and discussed elsewhere in this Quarterly Report on Form 10-Q. Furthermore, forward-looking statements speak only as of the date they are made. Except as required under the federal securities laws or the rules and regulations of the SEC, we are not under any obligation to update any forward-looking information whether as a result of new information, future events or otherwise. You should not place undue reliance on forward-looking statements.

 

OVERVIEW

 

Adtalem’s financial results for the third quarter of fiscal year 2018 reflect revenue growth in the Medical and Healthcare and Professional Education segments. These increases were partially offset by decreases in revenue in the Technology and Business and U.S. Traditional Postsecondary segments (which as of the second quarter of fiscal year 2018 consists of only Carrington College (“Carrington”)). Net income from continuing operations increased 23.3%, or $8.4 million, from the year-ago quarter primarily as a result of increased revenue and improved operating leverage as a result of cost control measures implemented across all Adtalem institutions and home office. Operational and financial highlights for the third quarter and first nine months of fiscal year 2018, and the subsequent period include:

 

·Chamberlain University (“Chamberlain”) revenue grew by 2.9% in the third quarter of fiscal year 2018 compared to the year-ago quarter. For the January 2018 session, new student enrollment at Chamberlain increased 6.9% and total student enrollment increased 5.2% compared to the same term last year. For the March 2018 session, new student enrollment increased 4.3% and total student enrollment increased 4.5% compared to the same term last year.

 

·Despite the serious business interruptions and property damage caused by Hurricanes Irma and Maria, both American University of the Caribbean School of Medicine (“AUC”) and Ross University School of Medicine (“RUSM”) were able to complete the September 2017 basic science semesters by January 5, 2018. The January 2018 basic science semester at AUC was moved back to St. Maarten for new students, along with students in their second and third semesters, while those in their fourth and fifth semesters remained in the United Kingdom. The January 2018 basic science semester at RUSM was relocated to Knoxville, Tennessee and to an additional facility on St. Kitts.

 

·The Association of Certified Anti-Money Laundering Specialists (“ACAMS”) reached nearly 65,000 members worldwide.

  

·Adtalem continued its tenth share repurchase program by repurchasing a total of 393,458 shares of its common stock at an average cost of $46.89 per share during the third quarter of fiscal year 2018.

 

·Adtalem’s financial position remained strong, generating $183.3 million of operating cash flow during the first nine months of fiscal year 2018. As of March 31, 2018, cash and cash equivalents totaled $265.3 million and outstanding borrowings totaled $120.0 million.

 

·On April 13, 2018, Adtalem refinanced its existing $400 million credit agreement by entering into a new $300 million, five-year term revolving credit and a $300 million, seven-year term loan facility (the “New Facilities”). The New Facilities received long-term credit ratings from Moody’s of Ba3 and from Standard and Poor’s of BB+.

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HURRICANES

 

Hurricane Irma

 

On September 6, 2017, Category 5 Hurricane Irma (“Irma”) caused widespread damage to a large section of the islands of the Caribbean Sea. Irma forced the temporary shut-down of basic science academic instruction of AUC and caused significant damage to AUC’s physical property on the island of St. Maarten. All AUC facilities on the island suffered some degree of damage and could not sustain educational operations. The island’s infrastructure was severely incapacitated. Adtalem evacuated all students and faculty, and some staff from the island following the storm. Classes for AUC’s September 2017 semester had not commenced as of the date the hurricane struck St. Maarten. AUC management determined that repairs to its facilities and the island infrastructure could not be completed in time to teach the September 2017 basic science semester in St. Maarten; thus, an alternative teaching site was identified. AUC contracted with University of Central Lancashire (“UCLAN”), a public university in Preston, United Kingdom to provide classroom facilities, housing and student support for AUC educational operations. All appropriate accreditation and regulatory approvals to teach in Preston were obtained and on September 29, 2017, AUC students began basic science academic instruction on the UCLAN campus. Beginning with the January 2018 semester, new AUC students, along with students in their second and third semesters were back on the island of St. Maarten, while those in their fourth and fifth semesters continued their studies in Preston.

 

As of March 31, 2018, AUC recorded expenses of $15.8 million associated with the evacuation process, temporary housing and transportation of students, faculty and staff, and incremental costs of teaching at UCLAN. Based upon preliminary damage assessments of the AUC facilities, impairment write-downs of building, building improvements, furniture and equipment of $15.4 million were recorded as of March 31, 2018. Management estimates that total costs to repair and replace damaged facilities and equipment will be in the range of $20 to $25 million. Costs and damage repairs are expected to be covered under AUC’s insurance policies, subject to deductibles. AUC has received insurance proceeds of $20 million as of March 31, 2018, for partial payment of insurance settlements. As of March 31, 2018, insurance proceeds of $14.3 million were recorded as an offset to the $15.8 million of evacuation expenses and incremental instructional costs incurred, less insurance deductibles of $1.5 million. Received and expected insurance proceeds of $11.6 million were recorded as an offset to the $15.4 million asset write-downs recorded through March 31, 2018, less insurance deductibles of $3.8 million. Management does not believe at this time that AUC has incurred significant uninsured costs associated with hurricane losses.

 

The effects of starting the semester late in September 2017 reduced revenue in the first quarter of fiscal year 2018 by approximately $3.4 million, of which $2.0 million and $1.4 million were recognized in the second and third quarters of fiscal year 2018, respectively. Of the students originally registered for the September 2017 semester, approximately 94% continued the semester in Preston. Approximately half of the students who took a leave of absence in September 2017 resumed attendance in the January 2018 semester. Management expects that lost fiscal year 2018 revenue for students who decided not to attend AUC as a result of the hurricane will be reimbursable under its insurance policy, subject to deductibles.

 

Management does not believe the effects of Irma have created a triggering event, which would require an impairment analysis of AUC’s indefinite-lived intangible assets and goodwill. Damage to physical property will be repaired with the majority of costs expected to be reimbursable by insurance proceeds. The September 2017 semester was completed with minimal lost students and revenue and commencement of future semesters is not in question. Management believes its response to the crisis and its ability to continue providing educational services demonstrates AUC’s ability to generate future revenue and operating results sufficient to maintain fair values of AUC’s assets in excess of their carrying values.

  

Hurricane Maria

 

On September 19, 2017, Category 5 Hurricane Maria (“Maria”) caused widespread damage to a large section of the islands of the Caribbean Sea. Maria forced the temporary shut-down of basic science academic instruction of RUSM and caused significant damage to RUSM’s physical property on the island of Dominica. All RUSM facilities on the island suffered some degree of damage and could not sustain educational operations. The island’s infrastructure was severely incapacitated. Adtalem evacuated all students and most faculty, and some staff from the island following the storm. RUSM basic science students had completed two weeks of classes in the September 2017 semester before the hurricane struck Dominica. Due to the significant damage on the island, repairs to the island infrastructure could not be completed in time to resume teaching the September 2017 semester in Dominica; thus, an alternative teaching site was identified. RUSM contracted with a cruise ship operator to provide a vessel, which was docked off of the island of St. Kitts and used for classroom facilities and housing for RUSM basic science educational operations. All appropriate accreditation and regulatory approvals to teach on the vessel in St. Kitts were obtained and on October 23, 2017, RUSM basic science students began completion of the September 2017 semester instruction on the ship. Beginning with the January 2018 semester, RUSM students are temporarily relocated to Knoxville, Tennessee at facilities owned by Lincoln Memorial University (“LMU”) and to an additional facility on St. Kitts while the Dominica campus is repaired and rebuilt. Appropriate regulatory and accreditor approvals have been obtained for these temporary locations. RUSM is using its own medical sciences curriculum and faculty while making use of the LMU teaching and office facilities, including an anatomy lab. RUSM students are expected to remain in Tennessee through the end of the September 2018 semester.

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As of March 31, 2018, RUSM recorded expenses of $39.3 million associated with the evacuation process, temporary housing and transportation of students, faculty and staff, and incremental additional costs of teaching on the ship in St. Kitts. Based upon preliminary damage assessments of the RUSM facilities, impairment write-downs of building, building improvements, furniture and equipment of $14.5 million were recorded as of March 31, 2018. Management estimates that total costs to repair and replace damaged facilities and equipment will be in the range of $30 to $40 million. Costs and damage repairs are expected to be covered under RUSM’s insurance policies, subject to deductibles. RUSM has received insurance proceeds of $30 million as of March 31, 2018, and received a commitment in April 2018 authorizing an additional $10 million partial payment of insurance settlements. As of March 31, 2018, insurance proceeds of $36.6 million were recorded as an offset to the $39.3 million of evacuation expenses and incremental instructional costs incurred, less insurance deductibles of $2.7 million. Expected insurance proceeds of $9.2 million were recorded as an offset to the $14.5 million asset write-downs recorded through March 31, 2018, less insurance deductibles of $5.4 million. Management does not believe at this time that RUSM has incurred significant uninsured costs associated with hurricane losses.

 

The effect of interrupting the September 2017 semester, along with losing some students due to the transition from Dominica to the temporary locations in St. Kitts and Tennessee, reduced revenue in the first nine months of fiscal year 2018 by approximately $4.6 million. Of the students originally registered for the September 2017 semester, approximately 78% continued the semester in St. Kitts. Of those not continuing the September 2017 semester, almost 90% returned for the January 2018 semester. Management expects that lost fiscal year 2018 revenue for students who decided not to attend RUSM as a result of the hurricane will be reimbursable under its insurance policy, subject to deductibles.

 

Management does not believe the effects of Maria have created a triggering event, which would require an impairment analysis of RUSM’s indefinite-lived intangible assets and goodwill. Damage to physical property will be repaired with the majority of costs expected to be reimbursable by insurance proceeds. The September 2017 semester was completed with minimal lost students and management does not expect future extraordinary revenue loss or delays commencing classes. Management believes its response to the crisis and its ability to continue providing educational services demonstrates RUSM’s ability to generate future revenue and operating results sufficient to maintain fair values of RUSM’s assets in excess of their carrying values.

 

DIVESTITURE OF DEVRY UNIVERSITY

 

On December 4, 2017, Adtalem, entered into a Purchase Agreement, pursuant to which Adtalem agreed to sell DeVry University to Cogswell. Subject to the terms and conditions of the Purchase Agreement, Adtalem will sell all of the outstanding equity interests of DeVry University, Inc. and DeVry New York Inc. to Cogswell for de minimis consideration. To support DeVry University’s future success, Adtalem has committed to transferring DeVry University with a minimum working capital balance of $7.5 million, subject to increase under certain conditions of up to $20.1 million. The Purchase Agreement includes an earn-out entitling Adtalem to payments of up to $20 million paid over a ten-year period based on DeVry University’s free cash flow.

 

DeVry University is an operating segment and was previously included in the U.S. Traditional Postsecondary reporting segment. Subject to the terms and conditions of the Purchase Agreement it will be sold in its entirety. Divesting DeVry University is a strategic shift in the operations of Adtalem. This segment offers principally bachelor’s and master’s degrees in technology and business in the U.S., and Adtalem will be exiting this market with this disposition. Adtalem’s only other operating segment that grants primarily bachelor’s and master’s degrees is Chamberlain, and these are in nursing and related medical fields. Selling the DeVry University operating segment will reduce the organization’s dependence on government Title IV funds for its revenue, which is one of Adtalem’s important strategic goals. This operating segment is discussed in the business section of the Adtalem Annual Report on Form 10-K for the year ended June 30, 2017 and in the Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) section of all quarterly and annual reports. DeVry University is the legacy business of Adtalem and at one time accounted for the majority of its consolidated revenue and operating income. Disposal of this operating segment will have a significant effect on the operations and financial results of Adtalem. DeVry University employs approximately 1,100 full-time faculty and staff and requires significant home office administrative support, absorbing approximately 30% of all home office administrative costs.

 

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In accordance with U.S. Generally Accepted Accounting Principles (“GAAP”), we are classifying the DeVry University entity as “Held for Sale” and “Discontinued Operations” as of March 31, 2018. As a result, all financial results, disclosures and discussions of continuing operations in this Quarterly Report on Form 10-Q exclude DeVry University operations.

 

USE OF NON-GAAP FINANCIAL INFORMATION AND SUPPLEMENTAL RECONCILIATION SCHEDULE

 

During the third quarter and first nine months of fiscal year 2018, Adtalem classified the operating results of DeVry University as discontinued operations, and recorded special items related to the following:

 

·Restructuring charges related to severance for workforce reductions and real estate consolidations at the medical and veterinary schools, Carrington and Adtalem’s home office in order to align its cost structure with enrollments.
·Income tax charges related to implementation of the Tax Cuts and Jobs Act of 2017.

 

During the third quarter and first nine months of fiscal year 2017, Adtalem classified the operating results of DeVry University as discontinued operations, and recorded special items related to the following:

 

·Restructuring charges related to severance for workforce reductions and real estate consolidations at the administrative support operations of the medical and veterinary schools, Carrington and Adtalem’s home office in order to align its cost structure with enrollments.
·Charges arising from the settlement agreements with the Federal Trade Commission (“FTC”) and the Office of the Attorney General of the State of New York (“NYAG”).

 

The following table illustrates the effects of the discontinued operations and special items on Adtalem’s net income. Management believes that the non-GAAP disclosure of net income and earnings per share excluding the discontinued operations and special items provides investors with useful supplemental information regarding the underlying business trends and performance of Adtalem’s ongoing operations and is useful for period-over-period comparisons of such operations given the nature of discontinued operations, restructuring charges and regulatory settlements. Adtalem uses these supplemental financial measures internally in its management and budgeting process. However, these non-GAAP financial measures should be viewed in addition to, and not as a substitute for, Adtalem’s reported results prepared in accordance with GAAP. The following table reconciles these non-GAAP measures to the most directly comparable GAAP information (in thousands, except per share amounts):

 

  

Three Months Ended

March 31,

  

Nine Months Ended

March 31,

 
   2018   2017   2018   2017 
Net Income (Loss)  $39,334   $39,859   $(29,037)  $79,424 
Earnings (Loss) per Share (diluted)  $0.63   $0.62   $(0.46)  $1.24 
Continuing Operations:                    
Restructuring Expense  $621   $2,804   $5,562   $9,117 
Effect on Earnings per Share (diluted)  $0.01   $0.04   $0.09   $0.14 
Tax Cuts and Jobs Act of 2017  $-   $-   $101,196   $- 
Effect on Earnings per Share (diluted)  $-   $-   $1.62   $- 
Regulatory Settlements  $-   $-   $-   $52,150 
Effect on Earnings per Share (diluted)  $-   $-   $-   $0.81 
Income Tax Impact on Non-GAAP Adjustments (1)  $(320)  $(1,096)  $(1,604)  $(22,952)
Effect on Earnings per Share (diluted)  $(0.01)  $(0.02)  $(0.03)  $(0.36)
Discontinued Operations, net of tax  $5,225   $(3,706)  $40,033   $(10,374)
Effect on Earnings per Share (diluted)  $0.08   $(0.06)  $0.64   $(0.16)
Net Income from Continuing Operations Excluding Special Items, net of tax  $44,860   $37,861   $116,150   $107,365 
Earnings per Share from Continuing Operations                    
Excluding Special Items (diluted)  $0.72   $0.59   $1.86   $1.68 
Shares used in EPS calculation   61,965    64,266    62,474    63,991 

 

(1) Represents the income tax impact of non-GAAP continuing operations adjustments that is recognized in our GAAP financial statements.

 

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RESULTS OF OPERATIONS

 

The following table presents information with respect to the relative size to revenue of each item in the Consolidated Statements of Income (Loss) for the three and nine months ended March 31, 2018 and March 31, 2017. Percentages may not add because of rounding.

 

  

Three Months Ended

March 31,

  

Nine Months Ended

March 31,

 
   2018   2017   2018   2017 
Revenue   100.0%   100.0%   100.0%   100.0%
Cost of Educational Services   52.5%   54.8%   55.2%   55.1%
Student Services and Administrative Expense   31.6%   31.2%   30.8%   31.0%
Restructuring Expense   0.2%   0.8%   0.6%   0.9%
Regulatory Settlements   0.0%   0.0%   0.0%   5.2%
Total Operating Cost and Expense   84.3%   86.8%   86.6%   92.2%
Operating Income from Continuing Operations   15.7%   13.2%   13.4%   7.8%
Net Interest Expense   (0.4)%   (0.1)%   (0.2)%   (0.3)%
Income from Continuing Operations Before Income Taxes   15.3%   13.1%   13.2%   7.5%
Income Tax Provision   (2.2)%   (2.2)%   (12.0)%   (0.5)%
Equity Method Investment Loss   (0.0)%   0.0%   (0.0)%   0.0%
Income from Continuing Operations   13.0%   10.9%   1.1%   7.0%
(Loss) Income from Discontinued Operations, Net of Tax   (1.5)%   1.1%   (4.0)%   1.0%
Net Income (Loss)   11.5%   12.0%   (2.8)%   8.0%
Net Loss (Income) Attributable to Noncontrolling Interest   0.0%   (0.0)%   (0.0)%   (0.1)%
Net Income (Loss) Attributable to Adtalem Global Education   11.5%   12.0%   (2.9)%   8.0%

 

REVENUE

 

All discussions of the results of operations exclude the results of DeVry University, which are included in the discontinued operations section of the Consolidated Statements of Income (Loss) for all periods presented.

 

The following tables present revenue by segment detailing the changes from the year-ago comparative periods including disclosures of the effect of Hurricanes Irma and Maria, the effect of acquisitions and changes in the value of the Brazilian Real compared to the U.S. dollar. Total consolidated revenue for the third quarter of fiscal year 2018 of $342.2 million increased 2.9%, or $9.5 million, compared to the year-ago quarter. For the first nine months of fiscal year 2018, total consolidated revenue of $1,004.7 million increased 0.9%, or $9.1 million, compared to the year-ago period. Revenue results by segment are discussed in more detail in the sections below.

 

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   Three Months Ended March 31, 2018 
   (in thousands) 
  Medical
and
Healthcare
   Professional
Education
   Technology
and
Business
   U.S.
Traditional
Postsecondary
   Home Office
and
Other
   Consolidated 
Revenue:                        
Fiscal Year 2017 as Reported  $208,153   $29,810   $61,810   $33,537   $(635)  $332,675 
Organic Growth (Decline)   8,245    1,313    (998)   (1,414)   103    7,249 
Effect of Acquisitions   -    382    775    -    -    1,157 
Hurricane Impact   3,669    -    -    -    -    3,669 
Effect of Currency Change   -    -    (2,557)   -    -    (2,557)
Fiscal Year 2018 as Reported  $220,067   $31,505   $59,030   $32,123   $(532)  $342,193 
                               
Fiscal Year 2018 % Change:                              
Organic Growth (Decline)   4.0%   4.4%   (1.6)%   (4.2)%   NM    2.2%
Effect of Acquisitions   -    1.3%   1.3%   -    NM    0.3%
Constant Currency Change   4.0%   5.7%   (0.4)%   (4.2)%   NM    2.5%
Hurricane Impact   1.8%   -    -    -    NM    1.1%
Effect of Currency Change   -    -    (4.1)%   -    NM    (0.8)%
Fiscal Year 2018 % Change as Reported   5.7%   5.7%   (4.5)%   (4.2)%   NM    2.9%

 

   Nine Months Ended March 31, 2018 
   (in thousands) 
  Medical
and
Healthcare
   Professional
Education
   Technology
and
Business
   U.S.
Traditional
Postsecondary
   Home Office
and
Other
   Consolidated 
Revenue:                        
Fiscal Year 2017 as Reported  $609,331   $91,906   $193,437   $102,967   $(1,981)  $995,660 
Organic Growth (Decline)   9,885    9,618    1,950    (9,676)   248    12,025 
Effect of Acquisitions   -    382    993    -    -    1,375 
Hurricane Impact   (4,567)   -    -    -    -    (4,567)
Effect of Currency Change   -    -    222    -    -    222 
Fiscal Year 2018 as Reported  $614,649   $101,906   $196,602   $93,291   $(1,733)  $1,004,715 
                               
Fiscal Year 2018 % Change:                              
Organic Growth (Decline)   1.6%   10.5%   1.0%   (9.4)%   NM    1.2%
Effect of Acquisitions   -    0.4%   0.5%   -    NM    0.1%
Constant Currency Change   1.6%   10.9%   1.5%   (9.4)%   NM    1.3%
Hurricane Impact   (0.7)%   -    -    -    NM    (0.5)%
Effect of Currency Change   -    -    0.1%   -    NM    0.0%
Fiscal Year 2018 % Change as Reported   0.9%   10.9%   1.6%   (9.4)%   NM    0.9%

 

Management expects that for the fourth quarter of fiscal year 2018, revenue will increase 1 to 2 percent compared to the fourth quarter of fiscal year 2017. Revenue growth within the Medical and Healthcare and Professional Education segments is expected to be partially offset by decreases in revenue within the Technology and Business and U.S. Traditional Postsecondary segments.

 

Medical and Healthcare

 

Revenue in the Medical and Healthcare segment increased 5.7%, or $11.9 million, to $220.1 million in the third quarter and increased 0.9%, or $5.3 million, to $614.6 million in the first nine months of fiscal year 2018 compared to the year-ago periods. Revenue increased at both Chamberlain and the medical and veterinary schools in the third quarter of fiscal year 2018 due to increased student enrollment and tuition increases at the medical and veterinary schools. In the third quarter of fiscal year 2018, the medical and veterinary schools also benefited from a shift in revenue from the first half of the fiscal year to the third quarter caused by the delayed September 2017 semester start due to Hurricanes Irma and Maria. Revenue in the first nine months of fiscal year 2018 increased at Chamberlain driven primarily by increasing student enrollment. The revenue increase at Chamberlain was partially offset by a revenue decrease at the medical and veterinary schools in the first nine months of fiscal year 2018 driven primarily by students taking a leave of absence due to the hurricanes. Key trends for Chamberlain and the medical and veterinary schools are set forth below.

 

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Chamberlain University

 

Chamberlain University Undergraduate and Graduate Student Enrollment:

 

   Fiscal Year 2018     
Term  July 2017   Sept. 2017   Nov. 2017   Jan. 2018   Mar. 2018     
New Students   2,497    4,962    2,806    4,472    2,830     
% Change from Prior Year   16.5%   (0.8)%   5.5%   6.9%   4.3%     
Total Students   26,811    30,062    29,719    31,333    31,053      
% Change from Prior Year   6.3%   4.5%   5.1%   5.2%   4.5%     

 

   Fiscal Year 2017 
Term  July 2016   Sept. 2016   Nov. 2016   Jan. 2017   Mar. 2017   May 2017 
New Students   2,144    5,003    2,660    4,185    2,713    3,779 
% Change from Prior Year   (1.7)%   1.2%   3.2%   (3.0)%   11.7%   4.0%
Total Students   25,229    28,781    28,268    29,789    29,726    28,961 
% Change from Prior Year   15.9%   11.5%   10.2%   6.6%   7.3%   5.7%

 

Chamberlain revenue increased 2.9%, or $3.6 million, to $128.5 million in the third quarter and increased 2.3%, or $8.2 million, to $357.5 million in the first nine months of fiscal year 2018 compared to the year-ago periods, driven primarily by total enrollment increases. The improved new and total student enrollment in the third quarter of fiscal year 2018 was primarily the result of higher enrollment in all tracks of the Master of Science in Nursing (“MSN”) degree and improved retention in the campus-based Bachelor of Science in Nursing (“BSN”) program. These were partially offset by a modest decline in total student enrollment for the Registered Nurse to Bachelor of Science in Nursing (“RN-to-BSN”) completion option.

 

The Chamberlain campus in Houston, Texas, was placed on conditional status, effective January 19, 2017, by the Texas Board of Nursing (“TBN”), as a result of falling below the state-required first time pass rate on the National Council of Nursing Licensure Exam (“NCLEX”). Conditional status prohibited the campus from admitting new students to its programs. The Houston campus improved its processes and achieved the required pass rate by the September 30, 2017 deadline. In January 2018, the TBN granted full approval status to the Houston campus. The campus is currently admitting new students for the May 2018 session.

 

Chamberlain currently operates 21 campuses in 15 states. Chamberlain’s newest campus in New Orleans, Louisiana, obtained all appropriate regulatory approvals and began instruction in May 2018.

 

Tuition Rates:

 

·Effective for sessions beginning in May 2017, tuition is $675 per credit hour for students enrolling in the BSN onsite program. This tuition rate is unchanged from the prior year.

  

·Effective for sessions beginning in May 2017, tuition is $590 per credit hour for students enrolled in the RN-to-BSN online degree program. Tuition for students enrolled in the online MSN program is $650 per credit hour. For students enrolled in the Family Nurse Practitioner (“FNP”) track, tuition is $665 per credit hour for the ten FNP specialty courses. Tuition for the online Doctor of Nursing Practice (“DNP”) program is $750 per credit hour. All of these tuition rates are unchanged from the prior year.

 

·Effective for sessions beginning in July 2017, tuition for the Master of Public Health (“MPH”) program is $550 per credit hour. This program was launched in July 2017.

 

These tuition rates do not include the cost of books, supplies, transportation or living expenses.

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Medical and Veterinary Schools

 

Medical and Veterinary Schools Student Enrollment:

 

   Fiscal Year 2018     
Term  Sept. 2017   Jan. 2018     
New Students   812    515     
% Change from Prior Year   0.7%   11.5%     
Total Students   5,744    5,938      
% Change from Prior Year   (6.9)%   1.3%     
                
   Fiscal Year 2017 
Term  Sept. 2016   Jan. 2017   May 2017 
New Students   806    462    458 
% Change from Prior Year   (18.7)%   (10.8)%   (14.4)%
Total Students   6,168    5,863    5,491 
% Change from Prior Year   (5.8)%   (8.0)%   (6.1)%

 

Hurricanes Irma and Maria affected student enrollment in fiscal year 2018 at AUC and RUSM (collectively the “medical schools”). The medical schools experienced combined decreases in new student and total student enrollment of 3.8% and 10.4%, respectively, in the September 2017 semester compared to the September 2016 semester. These decreases were offset by increases in new student and total student enrollment of 4.4% and 1.4%, respectively, at Ross University School of Veterinary Medicine (“RUSVM”). The principal driver of the decrease in medical school enrollment in the September 2017 semester was the disruption caused by the hurricanes. Some new students delayed entry and a number of returning students took a leave of absence in this semester. A significant number of these students then returned for the January 2018 semester, in which the medical schools’ combined new and total enrollment increased 26.0% and 1.2%, respectively, compared to the January 2017 semester. The medical schools’ new student enrollment increase for the first two semesters of fiscal year 2018 was 5.7% compared to the first two semesters of fiscal year 2017. The new enrollment increase at the medical schools in the January 2018 semester was partially offset by a decrease in new student enrollment of 4.3% at RUSVM compared to the January 2017 semester. Management believes the demand for medical and veterinary education remains strong and can support management’s longer-term expectations to grow new enrollments in the low-single digit range; however, heightened competition may adversely affect the medical and veterinary schools’ ability to continue to attract qualified students to its programs.

 

The medical and veterinary schools’ revenue increased 10.0%, or $8.3 million, to $91.6 million in the third quarter and decreased 1.1%, or $2.9 million, to $257.2 million in the first nine months of fiscal year 2018 compared to the year-ago periods. Revenue increases at the medical and veterinary schools in the third quarter of fiscal year 2018 were driven by increased student enrollment and tuition price increases that were instituted for the September 2017 semester. In addition, the medical schools benefited from a shift in revenue from the first half of the fiscal year to the third quarter caused by the delayed September 2017 semester start due to the hurricanes. For the first nine months of fiscal year 2018, revenue decreased at the medical schools as a result of $4.6 million in lost revenue related to students taking a leave of absence due to the hurricanes. The hurricanes forced postponement of the September 2017 semester basic science academic instruction at the medical schools, along with students withdrawing due to these disruptions. In addition, enrollment declines at the medical schools in the May 2017 semester, which contributed revenue for the first two months of fiscal year 2018, resulted in decreased revenue. These enrollment declines were partially offset by the tuition price increases at the medical schools, as well as enrollment increases at RUSVM. Management is executing its plan to differentiate the medical and veterinary schools from the competition, with a core goal of increasing international students, and improving the effectiveness of marketing strategies by restructuring the marketing organization, and shifting from traditional media and event-driven marketing to greater use of digital and social media channels to drive awareness throughout the year. Management believes that these strategies were primarily responsible for the new student enrollment increases in the combined September 2017 and January 2018 semesters. Combining these semesters in our analysis is necessary due to the hurricanes’ effect on timing of new student enrollment as noted above.

 

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Tuition Rates:

 

·Effective for semesters beginning in September 2017, tuition rates for the beginning basic sciences and final clinical rotation portions of AUC’s medical program are $21,695 and $24,272, respectively, per semester. These tuition rates represent a 3.5% increase over the prior academic year.

 

·Effective for semesters beginning in September 2017, tuition rates for the beginning basic sciences and Internal Medicine Foundations/final clinical portion of the programs at RUSM are $22,345 and $24,660, respectively, per semester. These tuition rates represent a 4.8% increase over the prior academic year.

 

·Effective for semesters beginning in September 2017, tuition rates for the basic sciences and final clinical portion of the programs at RUSVM are $18,310 and $22,985, respectively, per semester. These tuition rates are unchanged from the prior academic year.

 

The respective tuition rates for AUC, RUSM and RUSVM do not include the cost of transportation, living expenses or health insurance.

 

Professional Education

 

Revenue in the Professional Education segment increased 5.7%, or $1.7 million, to $31.5 million in the third quarter and increased 10.9%, or $10.0 million, to $101.9 million in the first nine months of fiscal year 2018 compared to the year-ago periods. The increase is driven by revenue growth at ACAMS of 58.5% and 63.4% for the third quarter and first nine months of fiscal year 2018, respectively, compared to the year-ago periods. These increases were partially offset by a decline in the number of CPA exam candidates taking the Becker CPA Exam Review Course compared to the year-ago periods resulting in revenue decreases at Becker of 11.7% and 9.8% in the third quarter and first nine months of fiscal year 2018, respectively, compared to the year-ago periods. ACAMS’s membership has increased to over 60,000, which is an increase of approximately 70% since July 2016, driven by strong growth in the Asia Pacific region as well as expansion in the business-to-business partnerships in Europe.

 

Technology and Business

 

Revenue in the Technology and Business segment, which is composed solely of Adtalem Brazil, decreased 4.5%, or $2.8 million, to $59.0 million in the third quarter and increased 1.6%, or $3.2 million, to $196.6 million in the first nine months of fiscal year 2018 compared to the year-ago periods. The change in value of the Brazilian Real compared to the U.S. dollar decreased reported revenue in the third quarter of fiscal year 2018 by $2.6 million and increased reported revenue in the first nine months of fiscal year 2018 by $0.2 million compared to the year-ago periods. Constant currency calculations assume conversions of local currency amounts at exchange rates in effect in the year-ago period compared to those conversions at exchange rates in effect during the current fiscal year period. On a constant currency basis, revenue decreased 0.4% and increased 1.5% in the third quarter and first nine months of fiscal year 2018, respectively, compared to the year-ago periods. Revenue growth for the first nine months of fiscal year 2018 was driven primarily by increased total higher education student enrollment due to increased persistence. The third quarter of fiscal year 2018 decrease in revenue was driven by a decline in total student enrollment, which was impacted by process delays in the “Programa Universidade para Todos” or “University for All Program” (“PROUNI”) and the “Fundo de Financiamento Estudantil” or “Students Financing Fund” (“FIES”) programs, along with increased competition. The process delays included a change in the granting calendar that delayed entry of students in the first semester of calendar year 2018. See below for further discussion of the changes in the FIES program. Also driving revenue lower in the third quarter and first nine months of fiscal year 2018 was a decline in the number of students enrolled in law exam test preparation courses. This decline is related to changes in the exam resulting in lower pass rates for the first level of the exam, which lowered demand for preparation courses for the subsequent level.

  

Brazil’s economy continues to present challenges for enrollment growth and is creating pricing pressures in the education sector. Adtalem Brazil’s new student enrollment has been negatively impacted by these conditions as well as reductions in the FIES program. Should economic conditions continue to weaken and additional austerity measures be instituted by the Brazilian government, Adtalem Brazil’s ability to grow its student enrollment may be further impacted.

 

Key trends for Adtalem Brazil are set forth below.

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Adtalem Brazil Student Enrollment:

 

   Fiscal Year 2018   Fiscal Year 2017 
Term  Sept. 2017   Mar. 2018   Sept. 2016   Mar. 2017 
New Students   14,507    23,367    15,892    22,531 
% Change over Prior Year   (8.7)%   3.7%   10.4%   (9.0)%
Total Students   78,340    75,700    76,862    79,564 
% Change over Prior Year   1.9%   (4.9)%   32.9%   0.4%

 

These enrollment figures include students enrolled in degree-granting programs and exclude students enrolled in the test preparation programs at Damásio Educacional (“Damasio”). The effect of acquisitions on the fiscal year 2017 enrollment figures are as follows:

 

·The acquisition of Faculdade de Imperatriz (“Facimp”), which occurred in the fourth quarter of fiscal year 2016, added 622 new student enrollments and 2,050 total student enrollments to the March 2017 semester totals. Excluding the effect of this acquisition, new enrollment decreased 11.5% and total enrollment decreased 2.2% in the March 2017 semester compared to the March 2016 semester.

 

·The acquisitions of Grupo Ibmec Educacional S.A. (“Grupo Ibmec”), which occurred in the second quarter of fiscal year 2016, and Facimp added 3,322 new student enrollments and 16,688 total student enrollment to the September 2016 semester totals. Excluding the effect of these acquisitions, new enrollment decreased 12.7% and total enrollment increased 4.1% in the September 2016 semester compared to the September 2015 semester.

 

Adtalem Brazil students are eligible for loans under Brazil’s FIES public loan program, which is financed by the Brazilian government. As noted above, management believes the decrease in new student enrollment in the September 2017 semester and the decrease in total student enrollment in the March 2018 semester are primarily the result of the country’s economic challenges, changes in the FIES program and increased competition. As of March 31, 2018, approximately 22% of Adtalem Brazil’s degree-seeking students have obtained financing under the FIES program. This represents approximately 21% of Adtalem Brazil’s revenue. The Brazilian government has stated that it is supportive of the FIES program, which is an important factor in helping to increase the number of college graduates. However, recent changes to the FIES regulations have added restrictions limiting student eligibility for FIES funding and extended the government’s time to pay participating institutions. These changes included reducing the number of new FIES contracts, decreasing the monthly maximum family income thresholds for students to qualify for a FIES loan and adding minimum required entrance test scores in order to qualify for a FIES loan.

 

Changes in the FIES program have impacted Adtalem Brazil’s growth due to fewer students qualifying for the FIES program. Adtalem Brazil institutions have increased efforts to attract more non-FIES students in order to diversify their payer mix. Also, Adtalem Brazil is working with private lenders to increase funding sources for prospective students. Management believes Adtalem Brazil institutions offer programs of study and operate in areas of the country that the Brazilian government favors in issuing FIES loans.

 

The Brazilian government recently changed regulations on opening and operating distance learning in the country. The approval process for launching online facilities was streamlined, making this segment more economically attractive to larger institutions. Adtalem Brazil began offering several bachelor’s and associate degree programs via distance learning in February 2018. These programs are offered under the Damasio-Unifavip brand. They are delivered through the Damasio network of over 200 learning centers, which currently have the infrastructure and staff necessary to support distance learning degrees. These online programs are not currently a significant contributor to Adtalem Brazil’s revenue.

 

U.S. Traditional Postsecondary

 

Revenue in the U.S. Traditional Postsecondary segment, which is composed solely of Carrington, decreased 4.2%, or $1.4 million, to $32.1 million in the third quarter and decreased 9.4%, or $9.7 million, to $93.3 million in the first nine months of fiscal year 2018 compared to the year-ago periods. Revenue decreased as a result of student enrollment declines at Carrington as it repositions itself to stabilize enrollment. Key trends for Carrington are set forth below.

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Carrington College

 

Carrington College Student Enrollment:

 

   Fiscal Year 2018     
Term  Sept. 2017   Dec. 2017   Mar. 2018    
New Students   2,155    1,541    1,794     
% Change from Prior Year   (7.8)%   7.2%   (5.2)%     
Total Students   5,258    5,644    5,542      
% Change from Prior Year   (20.8)%   (4.5)%   (8.0)%     

 

   Fiscal Year 2017 
Term  Sept. 2016   Dec. 2016   Mar. 2017   June 2017 
New Students   2,338    1,437    1,892    1,384 
% Change from Prior Year   (9.5)%   (22.7)%   (8.1)%   (17.7)%
Total Students   6,638    5,910    6,026    5,362 
% Change from Prior Year   (12.2)%   (18.0)%   (16.1)%   (17.1)%

 

Enrollment declines are the result of changing demand for career education given low unemployment, rising wages and increased competition. To improve enrollment results, management is focusing on bringing relevant programs at competitive prices to serve areas of the workforce where supply and demand imbalances exist.

 

Tuition Rates:

 

On a per credit hour basis, tuition for Carrington programs range from $306 per credit hour to $1,684 per credit hour, with the wide range due to the nature of the programs. General education courses are charged at $335 to $371 per credit hour. Total program tuition ranges from approximately $13,000 to $20,000 for most certificate programs and up to approximately $62,000 for a few advanced programs. These amounts do not include the cost of books, fees, supplies, transportation or living expenses.

 

COSTS AND EXPENSES

 

Cost of Educational Services

 

The largest component of Cost of Educational Services is the cost of faculty and staff who support educational operations. This expense category also includes the costs of facilities, adjunct faculty, supplies, bookstore and other educational materials, student education-related support activities and the provision for uncollectible accounts.

 

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   Three Months Ended March 31, 2018 
   (in thousands) 
  Medical
and
Healthcare
   Professional
Education
   Technology
and
Business
   U.S.
Traditional
Postsecondary
   Home Office
and
Other
   Consolidated 
Cost of Educational Services:                        
Fiscal Year 2017 as Reported  $107,753   $5,673   $44,538   $22,518   $1,734   $182,216 
Cost Investment (Reduction)   947    (670)   920    (2,094)   (651)   (1,548)
Effect of Acquisitions   -    261    311    -    -    572 
Hurricane Impact   -    -    -    -    -    - 
Effect of Currency Change   -    -    (1,504)   -    -    (1,504)
Fiscal Year 2018 as Reported  $108,700   $5,264   $44,265   $20,424   $1,083   $179,736 
                               
Fiscal Year 2018 % Change:                              
Cost Investment (Reduction)   0.9%   (11.8)%   2.1%   (9.3)%   NM    (0.8)%
Effect of Acquisitions   -    4.6%   0.7%   -    NM    0.3%
Constant Currency Change   0.9%   (7.2)%   2.8%   (9.3)%   NM    (0.5)%
Hurricane Impact   -    -    -    -    NM    - 
Effect of Currency Change   -    -    (3.4)%   -    NM    (0.8)%
Fiscal Year 2018 % Change as Reported   0.9%   (7.2)%   (0.6)%   (9.3)%   NM    (1.4)%

 

   Nine Months Ended March 31, 2018 
   (in thousands) 
  Medical
and
Healthcare
   Professional
Education
   Technology
and
 Business
   U.S.
Traditional
Postsecondary
   Home Office
and
Other
   Consolidated 
Cost of Educational Services:                        
Fiscal Year 2017 as Reported  $316,078   $18,477   $140,214   $69,937   $4,144   $548,850 
Cost Investment (Reduction)   (2,684)   (210)   (1,412)   (5,221)   836    (8,691)
Effect of Acquisitions   -    261    452    -    -    713 
Hurricane Impact   13,372    -    -    -    -    13,372 
Effect of Currency Change   -    -    403    -    -    403 
Fiscal Year 2018 as Reported  $326,766   $18,528   $139,657   $64,716   $4,980   $554,647 
                               
Fiscal Year 2018 % Change:                              
Cost Investment (Reduction)   (0.8)%   (1.1)%   (1.0)%   (7.5)%   NM    (1.6)%
Effect of Acquisitions   -    1.4%   0.3%   -    NM    0.1%
Constant Currency Change   (0.8)%   0.3%   (0.7)%   (7.5)%   NM    (1.5)%
Hurricane Impact   4.2%   -    -    -    NM    2.4%
Effect of Currency Change   -    -    0.3%   -    NM    0.1%
Fiscal Year 2018 % Change as Reported   3.4%   0.3%   (0.4)%   (7.5)%   NM    1.1%

 

Cost of Educational Services decreased 1.4%, or $2.5 million, to $179.7 million in the third quarter and increased 1.1%, or $5.8 million, to $554.6 million in the first nine months of fiscal year 2018 compared to the year-ago periods. Excluding the change in value of the Brazilian Real compared to the U.S. dollar, total consolidated Cost of Educational Services decreased 0.5%, or $1.0 million, in the third quarter and increased 1.0%, or $5.4 million, in the first nine months of fiscal year 2018 compared to the year-ago periods. Costs decreased in the third quarter of fiscal year 2018 primarily as a result of cost reduction measures primarily at Carrington. The increase in costs in the first nine months of fiscal year 2018 was the result of $13.4 million in charges representing the deductibles under insurance policies, incurred for facility and equipment impairment write-offs and the evacuations of AUC and RUSM students, faculty and staff in the wakes of Hurricanes Irma and Maria. This increase was partially offset by cost savings primarily as a result of cost reduction measures across all segments.

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As a percentage of revenue, Cost of Educational Services was 52.5% and 55.2% in the third quarter and first nine months of fiscal year 2018, respectively, compared to 54.8% and 55.1% during the year-ago periods, respectively. The decrease in the ratio in the third quarter of fiscal year 2018 was primarily a result of cost reduction efforts at Carrington along with operating leverage in the Professional Education segment. The increase in the ratio in the first nine months of fiscal year 2018 was primarily the result of the negative effects on revenue and expense from Hurricanes Irma and Maria.

 

Student Services and Administrative Expense

 

The Student Services and Administrative Expense category includes expenses related to student admissions, marketing and advertising, general and administrative, curriculum development and amortization expense of finite-lived intangible assets related to acquisitions of businesses.

 

   Three Months Ended March 31, 2018 
   (in thousands) 
  Medical
and
Healthcare
   Professional
Education
   Technology
and
Business
   U.S.
Traditional
Postsecondary
   Home Office
and
Other
   Consolidated 
Student Services and
Administrative Expense:
                        
Fiscal Year 2017 as Reported  $49,583   $21,519   $11,915   $13,359   $7,314   $103,690 
Cost Investment (Reduction)   950    1,926    3,130    (1,409)   (478)   4,119 
Effect of Acquisitions   -    414    144    -    -    558 
Effect of Currency Change   -    -    (321)   -    -    (321)
Fiscal Year 2018 as Reported  $50,533   $23,859   $14,868   $11,950   $6,836   $108,046 
                               
Fiscal Year 2018 % Change:                              
Cost Investment (Reduction)   1.9%   9.0%   26.3%   (10.5)%   NM    4.0%
Effect of Acquisitions   -    1.9%   1.2%   -    NM    0.5%
Constant Currency Change   1.9%   10.9%   27.5%   (10.5)%   NM    4.5%
Effect of Currency Change   -    -    (2.7)%   -    NM    (0.3)%
Fiscal Year 2018 % Change as Reported   1.9%   10.9%   24.8%   (10.5)%   NM    4.2%

 

   Nine Months Ended March 31, 2018 
   (in thousands) 
  Medical
and
Healthcare
   Professional
Education
   Technology
and
Business
   U.S.
Traditional
Postsecondary
   Home Office
and
Other
   Consolidated 
Student Services and
Administrative Expense:
                        
Fiscal Year 2017 as Reported  $146,421   $64,619   $36,358   $39,969   $20,955   $308,322 
Cost Investment (Reduction)   (763)   3,263    4,600    (2,227)   (4,257)   616 
Effect of Acquisitions   -    414    154    -    -    568 
Effect of Currency Change   -    -    84    -    -    84 
Fiscal Year 2018 as Reported  $145,658   $68,296   $41,196   $37,742   $16,698   $309,590 
                               
Fiscal Year 2018 % Change:                              
Cost Investment (Reduction)   (0.5)%   5.0%   12.7%   (5.6)%   NM    0.2%
Effect of Acquisitions   -    0.6%   0.4%   -    NM    0.2%
Constant Currency Change   (0.5)%   5.7%   13.1%   (5.6)%   NM    0.4%
Effect of Currency Change   -    -    0.2%   -    NM    0.0%
Fiscal Year 2018 % Change as Reported   (0.5)%   5.7%   13.3%   (5.6)%   NM    0.4%

 

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Student Services and Administrative Expense increased 4.2%, or $4.4 million, to $108.0 million in the third quarter and increased 0.4%, or $1.3 million, to $309.6 million in the first nine months of fiscal year 2018 compared to the year-ago periods. Excluding the change in value of the Brazilian Real compared to the U.S. dollar, total consolidated Student Services and Administrative Expense increased 4.5%, or $4.7 million, in the third quarter and increased 0.4%, or $1.2 million, in the first nine months of fiscal year 2018 compared to the year-ago periods. Cost increases to support growth at ACAMS, Chamberlain and Adtalem Brazil were the main drivers of the increase in costs. These increases were partially offset by cost reduction measures at the medical and veterinary schools, Carrington and Adtalem’s home office. Over the past several years, Adtalem has reduced costs through staffing adjustments primarily at these institutions while maintaining services that drive successful student outcomes. Amortization of finite-lived intangible assets declined 15.0%, or $0.4 million, in the third quarter and decreased 13.6%, or $1.2 million, in the first nine months of fiscal year 2018 compared to the year-ago periods. Amortization expense is included entirely in the Student Services and Administrative Expense category.

 

As a percentage of revenue, Student Services and Administrative Expense was 31.6% and 30.8% in the third quarter and first nine months of fiscal year 2018, respectively, compared to 31.2% and 31.0% during the year-ago periods, respectively. The increase in the ratio in the third quarter of fiscal year 2018 was primarily driven by decreased revenue at Becker and Adtalem Brazil without commensurate decreases in costs. For the first nine months of fiscal year 2018, the cost reduction measures noted above resulted in the improved ratio.

 

Management expects that for the fourth quarter of fiscal year 2018, total operating costs will be flat to up 1 percent compared to the fourth quarter of fiscal year 2017, driven by investments in growth in the Medical and Healthcare, Professional Education and Technology and Business segments, partially offset by the impact of savings from Adtalem’s continued cost reduction measures. Adtalem’s outlook excludes potential charges related to restructuring plans and the pending sale of DeVry University, as well as impacts from the timing of the receipt of insurance reimbursements for the hurricane-related expenses.

 

Restructuring Expense

 

During the third quarter and first nine months of fiscal year 2018, Adtalem recorded restructuring charges related to workforce reductions and real estate consolidations at the medical and veterinary schools, Carrington and Adtalem’s home office. Termination benefit charges, as a result of reducing Adtalem’s workforce by 169 positions in the first nine months of fiscal year 2018, represented severance pay and benefits for these employees. We also recorded a reduction to restructuring charges in the first nine months of fiscal year 2018 for an adjustment to previously accrued estimates for real estate consolidations at Adtalem’s home office. During the third quarter and first nine months of fiscal year 2017, Adtalem recorded restructuring charges related to real estate consolidations and workforce reductions at the administrative support operations of the medical and veterinary schools, Carrington and Adtalem’s home office. We also recorded a reduction to restructuring charges in the third quarter and first nine months of fiscal year 2017 for adjustments to previously accrued estimates for real estate consolidations at Carrington and Adtalem’s home office. Adtalem’s home office is classified as “Home Office and Other” in Part I, Item 1, “Note 15: Segment Information” to the Consolidated Financial Statements. Pre-tax restructuring charges by segment were as follows (in thousands):

 

   Three Months Ended March 31, 2018   Nine Months Ended March 31, 2018 
  

Real

Estate

  

Termination

Benefits

   Total  

Real

Estate

  

Termination

Benefits

   Total 
Medical and Healthcare  $-   $530   $530   $26   $616   $642 
U.S. Traditional Postsecondary   -    -    -    1,722    656    2,378 
Home Office and Other   46    45    91    (419)   2,961    2,542 
Total  $46   $575   $621   $1,329   $4,233   $5,562 

  

   Three Months Ended March 31, 2017   Nine Months Ended March 31, 2017 
  

Real

Estate

  

Termination

Benefits

   Total  

Real

Estate

  

Termination

Benefits

   Total 
Medical and Healthcare  $137   $530   $667   $137   $530   $667 
U.S. Traditional Postsecondary   (422)   1,147    725    3,282    1,147    4,429 
Home Office and Other   (222)   1,634    1,412    1,706    2,315    4,021 
Total  $(507)  $3,311   $2,804   $5,125   $3,992   $9,117 

 

Cash payments for restructuring charges were $23.0 million in the first nine months of fiscal year 2018. The remaining accrual for these charges is $40.8 million as of March 31, 2018. The balance is expected to be paid within the next 12 months except for rent charges which may be paid out for periods of up to 7 years. Additional restructuring expense is expected to be recorded in the remainder of fiscal year 2018 as Adtalem continues to reduce cost where enrollment levels necessitate such realignment of expense.

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Regulatory Settlements

 

In the second quarter of fiscal year 2017, Adtalem, DeVry University Inc. and DeVry/New York Inc. (collectively, the “Adtalem Parties”) and the FTC agreed to a Stipulation as to Entry of an Order for Permanent Injunction and Monetary Judgment (the “Agreement”) resolving litigation brought by the FTC regarding DeVry University’s use of employment statistics in former advertising. Under the terms of the Agreement, the Adtalem Parties agreed to pay $49.4 million to be distributed at the sole discretion of the FTC, to forgive $30.4 million of institutional loans issued before September 30, 2015, and to forgive outstanding DeVry University accounts receivable balances by $20.2 million for former students. In addition, the Adtalem Parties agreed that Adtalem institutions marketing to U.S. consumers will maintain specific substantiation to support any future advertising regarding graduate outcomes and educational benefits, and will implement training and other agreed-upon compliance measures. Adtalem chose to settle the FTC litigation after filing an answer denying all allegations of wrongdoing.

 

In the second quarter of fiscal year 2017, Adtalem also recorded charges related to the resolution of an inquiry made by the NYAG to the Adtalem Parties regarding DeVry University’s use of employment and salary statistics in former advertising. The Adtalem Parties chose to resolve the NYAG inquiry by entering into an Assurance of Discontinuance (the “Assurance”) with the NYAG on January 27, 2017, without admitting or denying the allegations therein. Pursuant to the Assurance, the Adtalem Parties agreed to pay $2.25 million for consumer restitution and $0.5 million in penalties, fees and costs. In addition, the Adtalem Parties agreed that Adtalem institutions marketing to New York consumers will maintain specific substantiation and present certain statistics as prescribed to support any future advertising regarding graduate outcomes and educational benefits, and will implement other agreed-upon compliance measures.

 

Student services and access to federal student loans are not impacted by the Agreement or the Assurance and at no time has the academic quality of a DeVry University education been questioned. See “Note 3: Regulatory Settlements” to the Consolidated Financial Statements in Part I, Item 1, of this Quarterly Report on Form 10-Q for further discussion.

 

The regulatory settlements expense of $56.3 million recorded during the first nine months of fiscal year 2017 consists of the $49.4 million cash payment to the FTC, the $4.1 million unreserved and expensed institutional loans and the $2.75 million cash payment to the NYAG. Of these regulatory settlement charges, $4.1 million is recorded within discontinued operations and $52.2 million was allocated to the Adtalem home office which is classified as “Home Office and Other” in “Note 15: Segment Information” to the Consolidated Financial Statements in Part I, Item 1, of this Quarterly Report on Form 10-Q.

 

OPERATING INCOME FROM CONTINUING OPERATIONS

 

Total consolidated operating income from continuing operations increased 22.3%, or $9.8 million, to $53.8 million in the third quarter and increased 74.7%, or $57.7 million, to $134.9 million in the first nine months of fiscal year 2018 compared to the year-ago periods. Excluding the regulatory settlements expense recorded in the second quarter of fiscal year 2017 and restructuring expense, total consolidated operating income from continuing operations increased 16.3%, or $7.6 million, in the third quarter and increased 1.4%, or $2.0 million, in the first nine months of fiscal year 2018 compared to the year-ago periods. The primary drivers of the increase in operating income from continuing operations in the third quarter and first nine months of fiscal year 2018 were cost reduction efforts across Adtalem and revenue growth in the Medical and Healthcare and Professional Education segments. For the first nine months of fiscal year 2018, these increases were partially offset by $4.6 million in reduced revenue and $13.4 million of additional costs incurred due to the impacts of Hurricanes Irma and Maria. Excluding the effects of the hurricanes and the regulatory settlements expense, consolidated operating income from continuing operations increased 18.2%, or $23.5 million, in the first nine months of fiscal year 2018 compared to the year-ago period. Cost reduction efforts across Adtalem and revenue growth in the Medical and Healthcare, Professional Education and Technology and Business segments more than offset the effect on operating income from continuing operations of the revenue declines at Carrington in the first nine months of fiscal year 2018.

 

Medical and Healthcare

 

Medical and Healthcare segment operating income increased 20.2%, or $10.2 million, to $60.3 million in the third quarter and decreased 3.1%, or $4.6 million, to $141.6 million in the first nine months of fiscal year 2018 compared to the year-ago periods. The primary driver of the decrease in operating income in the first nine months of fiscal year 2018 was $17.9 million in reduced revenue and additional costs incurred due to the impacts of Hurricanes Irma and Maria. Excluding the effects of the hurricanes, segment operating income increased 9.1%, or $13.4 million, to $159.5 million in the first nine months of fiscal year 2018 compared to the year-ago period, primarily driven by revenue increases at Chamberlain and cost control across all institutions in the segment.

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Professional Education

 

Professional Education segment operating income decreased 9.0%, or $0.2 million, to $2.4 million in the third quarter and increased 71.2%, or $6.3 million, to $15.1 million in the first nine months of fiscal year 2018 compared to the year-ago periods. The decreased operating income in the third quarter of fiscal year 2018 was driven by an 11.7% decrease in revenue at Becker resulting from a decline in the number of CPA exam candidates taking the Becker CPA Exam Review Course compared to the year-ago period. Increased revenue and operating income at ACAMS offset these declines in the third quarter and first nine months of fiscal year 2018 compared to the year-ago periods.

 

Technology and Business

 

Technology and Business segment operating income decreased by $5.5 million in the third quarter resulting in a loss of $0.1 million and decreased 6.6%, or $1.1 million, to $15.7 million in the first nine months of fiscal year 2018 compared to the year-ago periods. Operating income was reduced by the effect of exchange rate changes of $0.7 million and $0.3 million in the third quarter and first nine months of fiscal year 2018, respectively. The decreased operating income on a constant currency basis was primarily driven by decreased enrollment and higher discounting in the third quarter and first nine months of fiscal year 2018 compared to the year-ago periods.

 

U.S. Traditional Postsecondary

 

U.S. Traditional Postsecondary segment operating losses were $0.3 million and $11.5 million in the third quarter and first nine months of fiscal year 2018, respectively, compared to operating losses of $3.1 million and $11.4 million in the third quarter and first nine months of fiscal year 2017, respectively. Excluding $2.4 million of restructuring expense, which decreased from $4.4 million in the year-ago period, the segment operating loss was $9.2 million in the first nine months of fiscal year 2018 compared to a loss of $6.9 million in the year-ago period. The lower operating loss in the third quarter of fiscal year 2018 is a result of cost savings and smaller revenue declines compared to the third quarter of fiscal year 2017. The increase in operating loss, excluding special items, in the first nine months of fiscal year 2018 was the result of a decline in revenue in the first half of the fiscal year resulting from the impact of lower total student enrollments, partially offset by cost savings. Total segment expense in the third quarter and first nine months of fiscal year 2018, excluding special items, decreased by $3.5 million, or 9.8%, and $7.4 million, or 6.8%, respectively, compared to the year-ago periods. These expense reductions at Carrington offset more than 100% and 77% of the lower revenue in the third quarter and first nine months of fiscal year 2018, respectively. Management continues to adjust costs to better align with current enrollment levels.

 

NET INTEREST EXPENSE

 

Net interest expense in the third quarter and first nine months of fiscal year 2018 was $1.5 million and $2.4 million, respectively, compared to net interest expense of $0.3 million and $2.7 million, in the year-ago periods, respectively. The net interest expense increase in the third quarter of fiscal year 2018 was primarily the result of higher interest expense on deferred purchase obligations at Adtalem Brazil. The net interest expense decrease in the first nine months of fiscal year 2018 was primarily the result of increased interest income from higher invested cash balances at Adtalem Brazil.

 

INCOME TAXES

 

The effective income tax rates on income from continuing operations were 14.6% and 91.2% for the third quarter and first nine months of fiscal year 2018, respectively, compared to 16.8% and 6.7% for the third quarter and first nine months of fiscal year 2017, respectively. A tax expense special item of $101.2 million was recorded in the second quarter of fiscal year 2018 related to the impact of the Tax Cuts and Jobs Act (the “Tax Act”), which was enacted into law on December 22, 2017. A tax benefit special item of $19.7 million was recorded in the second quarter of fiscal year 2017 for settlement costs of various regulatory authority litigation. The effective tax rates on income from continuing operations excluding special items were 14.9% and 19.5% for the first nine months of fiscal years 2018 and 2017, respectively. This decrease reflects the lower U.S. tax rate resulting from the Tax Act, partially offset by a decrease in the percentage of earnings from foreign operations, which are taxed at lower rates than domestic earnings.

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Four of Adtalem’s operating units, AUC, which operates in St. Maarten, RUSM, which operates in Dominica, RUSVM, which operates in St. Kitts, and Adtalem Brazil, which operates in Brazil, all benefit from local tax incentives. AUC’s effective tax rate reflects benefits derived from investment incentives. RUSM and RUSVM each have agreements with their respective domestic governments that exempt them from local income taxation. Both of these agreements have been extended to provide, in the case of RUSM, an indefinite period of exemption and, in the case of RUSVM, exemption until 2037. Adtalem Brazil’s effective tax rate reflects benefits derived from its participation in PROUNI, a Brazilian program for providing scholarships to a portion of its undergraduate students.

 

Prior to enactment of the Tax Act, Adtalem did not record a U.S. federal or state tax provision for the undistributed earnings of its international subsidiaries. As a result of the Tax Act, Adtalem has revised its prior intent to indefinitely reinvest accumulated undistributed earnings and profits in foreign operations, and now only intends to maintain this assertion with respect to accumulated and future earnings in Brazil. As of March 31, 2018, the cumulative undistributed earnings attributable to operations in Brazil was approximately $91 million.

 

Adtalem’s effective tax rate for the first nine months of fiscal year 2018 is impacted by the Tax Act. Income tax effects resulting from changes in tax laws are required to be accounted for in the period in which the law is enacted, and the effects are recorded as a component of provision for income taxes from continuing operations. As a result, a provision for income tax resulting from the enactment of the Tax Act was recorded in the second quarter of fiscal year 2018. For additional information on the impact of the Tax Act, see “Note 12: Income Taxes” to the Consolidated Financial Statements in Part I, Item 1, of this Quarterly Report on Form 10-Q.

 

DISCONTINUED OPERATIONS

 

Beginning in the second quarter of fiscal year 2018, DeVry University operations are classified as discontinued operations as discussed in “Note 2: Discontinued Operations and Assets Held for Sale” to the Consolidated Financial Statements in Part I, Item 1, of this Quarterly Report on Form 10-Q. Management will continue to disclose and discuss DeVry University operations in its public filings until the period in which the sale closes as these operations continue to have an effect on Adtalem’s reported net income (loss).

 

Revenue at DeVry University decreased 24.1%, or $28.8 million, to $90.6 million in the third quarter and decreased 23.6%, or $85.7 million, to $277.0 million in the first nine months of fiscal year 2018 compared to the year-ago periods driven by decreases in undergraduate and graduate enrollment and higher levels of scholarships and discounts. Management believes the decreases in enrollment and the resulting continued decline in revenue have been due to several internal and external factors, which have resulted in a reduction in interest and lower demand for DeVry University’s programs. Enrollment declines at DeVry University are expected to continue through fiscal year 2018, which will result in lower revenue. Key trends for DeVry University are set forth below.

  

DeVry University

 

DeVry University Undergraduate Student Enrollment:

 

   Fiscal Year 2018     
Term  July 2017   Sept. 2017   Nov. 2017   Jan. 2018   Mar. 2018     
New Students   2,616    2,825    2,359    2,439    2,627     
% Change over Prior Year   (11.4)%   (17.7)%   (23.7)%   (3.5)%   3.2%     
Total Students   18,853    19,287    18,385    17,859    17,936      
% Change over Prior Year   (22.1)%   (21.4)%   (23.4)%   (22.3)%   (19.2)%     

 

   Fiscal Year 2017 
Term  July 2016   Sept. 2016   Nov. 2016   Jan. 2017   Mar. 2017   May 2017 
New Students   2,953    3,432    3,092    2,528    2,545    2,406 
% Change over Prior Year   (26.2)%   14.3%   7.2%   (16.7)%   (14.3)%   (19.3)%
Total Students   24,213    24,540    24,015    22,994    22,192    20,691 
% Change over Prior Year   (22.6)%   (22.9)%   (20.3)%   (21.6)%   (20.9)%   (21.9)%

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DeVry University Graduate Student Enrollment:

 

   Fiscal Year 2018     
Term  July 2017   Sept. 2017   Nov. 2017   Jan. 2018   Mar. 2018     
Total Coursetakers   7,442    7,915    7,488    7,602    7,299     
% Change from Prior Year   (23.6)%   (22.0)%   (21.9)%   (20.4)%   (20.5)%     

 

   Fiscal Year 2017 
Term  July 2016   Sept. 2016   Nov. 2016   Jan. 2017   Mar. 2017   May 2017 
Total Coursetakers   9,742    10,146    9,589    9,553    9,185    8,469&