Discontinued Operations and Assets Held for Sale

12 Months Ended

Jun. 30, 2022

Discontinued Operations And Disposal Groups [Abstract]

Discontinued Operations and Assets Held for Sale

4. Discontinued Operations and Assets Held for Sale

On December 11, 2018, Adtalem completed the sale of DeVry University to Cogswell Education, LLC (“Cogswell”) for de minimis consideration. As the sale represented a strategic shift that had a major effect on Adtalem’s operations and financial results, DeVry University is presented in Adtalem’s Consolidated Financial Statements as a discontinued operation. The purchase agreement includes an earn-out entitling Adtalem to payments of up to $20.0 million over a ten-year period payable based on DeVry University’s free cash flow. Adtalem received $2.9 million during fiscal year 2022 related to the earn-out, which was recorded within discontinued operations in the Consolidated Statements of Income (Loss) for fiscal year 2022. In connection with the closing of the sale, Adtalem loaned to DeVry University $10.0 million under the terms of the promissory note, dated as of December 11, 2018 (the “DeVry Note”). The DeVry Note bore interest at a rate of 4% per annum, payable annually in arrears, and had a maturity date of January 1, 2022. We received the loan repayment of $10.0 million during the third quarter of fiscal year 2022. The DeVry Note is included on the Consolidated Balance Sheets in prepaid expenses and other current assets as of June 30, 2021. Adtalem has retained certain leases associated with DeVry University operations. Adtalem remains the primary lessee on these leases and subleases to DeVry University. In addition, Adtalem owns the buildings for certain DeVry University operating and administrative office locations and leases space to DeVry University under one-year operating leases, renewable annually at DeVry University’s option with the exception of one lease which expires in December 2023. Adtalem records the proceeds from these leases and subleases as an offset to operating costs. Adtalem also assigned certain leases to DeVry University but remains contingently liable under these leases.

On April 24, 2020, Adtalem completed the sale of Adtalem Brazil to Estácio Participações S.A. (“Estácio”) and Sociedade de Ensino Superior Estaćio de Sá Ltda, a wholly owned subsidiary of Estácio (“Adtalem Brazil Purchaser”), pursuant to the Stock Purchase Agreement dated October 18, 2019. As the sale represented a strategic shift that had a major effect on Adtalem’s operations and financial results, Adtalem Brazil is presented in Adtalem’s Consolidated Financial Statements as a discontinued operation. Pursuant to the terms and subject to the conditions set forth in the purchase agreement, Adtalem sold the issued and outstanding shares of Adtalem Brasil Holding S.A. (a/k/a Adtalem Brazil) to the Adtalem Brazil Purchaser for R$1,920 million, subject to certain post-closing adjustments pursuant to the purchase agreement. Adtalem received $345.9 million in sale proceeds and $56.0 million of Adtalem Brazil’s cash, for a combined $401.9 million upon the sale. Adtalem Brazil’s cash balance on the sale date was $88.4 million, resulting in $313.5 million of cash proceeds, net of this cash transferred. In addition, Adtalem received $110.7 million from the settlement of a deal-contingent foreign currency hedge arrangement entered into in connection with the sale of Adtalem Brazil to economically hedge the Brazilian Real sales price through the mitigation of the currency exchange rate risk. Adtalem recorded this settlement as a pre-tax gain on the hedge of $110.7 million in fiscal year 2020. The hedge agreement had a total notional amount of R$2,154 million. The derivative associated with the hedge agreement did not qualify for hedge accounting treatment under Accounting Standards Codification (“ASC”) 815, and as a result, all changes in fair value were recorded within the Consolidated Statements of Income (Loss).

On March 10, 2022, Adtalem completed the sale of ACAMS, Becker, and OCL to Wendel Group and Colibri Group (“Purchaser”), pursuant to the Equity Purchase Agreement (“Purchase Agreement”) dated January 24, 2022. Pursuant to the terms and subject to the conditions set forth in the Purchase Agreement, Adtalem sold the issued and outstanding shares of ACAMS, Becker, and OCL to the Purchaser for $962.7 million, net of cash of $21.5 million, subject to certain post-closing adjustments. In addition, on June 17, 2022, Adtalem completed the sale of EduPristine for de minimis consideration, which resulted in a transfer of $1.9 million in cash. These divestitures are the culmination of a long-term strategy to sharpen the focus of our portfolio and enhance our ability to address the rapidly growing and unmet demand for healthcare professionals in the U.S. As these sales represented a strategic shift that had a major effect on Adtalem’s operations and financial results, these businesses previously included in our former Financial Services segment are presented in Adtalem’s Consolidated Financial Statements as discontinued operations. In accordance with GAAP, we have classified ACAMS, Becker, OCL, and EduPristine entities as “Held for Sale” and “Discontinued Operations” in all periods presented as applicable.

The following is a summary of balance sheet information of assets and liabilities reported as held for sale as of June 30, 2021, which includes ACAMS, Becker, OCL, and EduPristine (in thousands):

	June 30,
	2021
Assets:
Current assets:
Cash and cash equivalents	$	18,236
Accounts receivable, net		24,955
Prepaid expenses and other current assets		5,124
Total current assets held for sale		48,315
Noncurrent assets:
Property and equipment, net		13,545
Operating lease assets		1,578
Intangible assets, net		138,749
Goodwill		376,164
Other assets, net		1,561
Total noncurrent assets held for sale		531,597
Total assets held for sale	$	579,912
Liabilities:
Current liabilities:
Accounts payable	$	13,650
Accrued payroll and benefits		10,121
Accrued liabilities		2,914
Deferred revenue		31,890
Current operating lease liabilities		1,338
Total current liabilities held for sale		59,913
Noncurrent liabilities:
Long-term operating lease liabilities		789
Deferred income taxes		31,821
Other liabilities		907
Total noncurrent liabilities held for sale		33,517
Total liabilities held for sale	$	93,430

The following is a summary of income statement information of operations reported as discontinued operations, which includes Adtalem Brazil, ACAMS, Becker, OCL, and EduPristine operations through the date of each respective sale, and activity related to the DeVry University divestiture, which includes litigation and settlement costs we continue to incur and the earn-out we received (in thousands):

	Year Ended June 30,
	2022		2021		2020
Revenue	$	153,762	$	205,479	$	343,269
Operating cost and expense:
Cost of educational services		26,996		31,328		138,008
Student services and administrative expense		125,661		161,730		228,996
Restructuring expense		1,500		2,936		5,591
Total operating cost and expense		154,157		195,994		372,595
Operating (loss) income		(395)		9,485		(29,326)
Other income (expense):
Interest and dividend income		—		—		1,862
Interest expense		—		—		(2,922)
Net other expense		—		—		(1,060)
(Loss) income from discontinued operations before income taxes		(395)		9,485		(30,386)
Gain (loss) on disposal of discontinued operations before income taxes		473,483		—		(287,560)
(Provision for) benefit from income taxes		(125,556)		(3,340)		12,243
Income (loss) from discontinued operations		347,532		6,145		(305,703)
Net loss attributable to redeemable noncontrolling interest from discontinued operations		—		434		444
Net income (loss) from discontinued operations attributable to Adtalem	$	347,532	$	6,579	$	(305,259)