INTANGIBLE ASSETS | 9 Months Ended |
Mar. 31, 2014 |
INTANGIBLE ASSETS | ' |
NOTE 8: INTANGIBLE ASSETS |
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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 assets acquired less liabilities assumed. |
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Intangible assets consist of the following (dollars in thousands): |
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| | As of March 31, 2014 | | | | | | | | | | |
| | Gross | | Accumulated | | Weighted Avg. | | | | | | | | |
Carrying | Amortization | Amortization | | | | | | | |
Amount | | Period | | | | | | | |
Amortizable Intangible Assets: | | | | | | | | | | | | | | | | |
Student Relationships | | $ | 81,460 | | $ | -78,401 | | (a) | | | | | | | | |
Customer Relationships | | | 3,650 | | | -1,019 | | 12 Years | | | | | | | | |
Non-compete Agreements | | | 2,522 | | | -1,958 | | (b) | | | | | | | | |
Curriculum/Software | | | 5,674 | | | -4,693 | | 5 Years | | | | | | | | |
Outplacement Relationships | | | 3,900 | | | -1,439 | | 15 Years | | | | | | | | |
Clinical Agreements | | | 576 | | | -29 | | 15 Years | | | | | | | | |
Trade Names | | | 5,808 | | | -4,968 | | (c) | | | | | | | | |
Total | | $ | 103,590 | | $ | -92,507 | | | | | | | | | | |
Indefinite-lived Intangible Assets: | | | | | | | | | | | | | | | | |
Trade Names | | $ | 40,826 | | | | | | | | | | | | | |
Trademark | | | 1,645 | | | | | | | | | | | | | |
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 | | | 67,200 | | | | | | | | | | | | | |
AUC Title IV Eligibility and Accreditations | | | 100,000 | | | | | | | | | | | | | |
DeVry Brasil Accreditation | | | 44,503 | | | | | | | | | | | | | |
Total | | $ | 283,414 | | | | | | | | | | | | | |
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(a) | The total weighted average estimated amortization period for Student Relationships is 5 years for Fanor, Ruy Barbosa and Area 1, 6 years for Faculdade Boa Viagem ("FBV"), 5 years for Unifavip and 4 years for AUC. | | | | | | | | | | | | | | | |
| All other Student Relationships are fully amortized at March 31, 2014. | | | | | | | | | | | | | | | |
(b) | The total weighted average estimated amortization period for Non-compete Agreements is 5 years for Falcon Physician Review (now operating under the Becker brand). All other Non-compete Agreements are fully amortized at March 31, 2014. | | | | | | | | | | | | | | | |
(c) | The total weighted average estimated amortization period for Trade Names is 8.5 years for Fanor, Ruy Barbosa and Area 1. All other Trade Names are fully amortized at March 31, 2014. | | | | | | | | | | | | | | | |
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| | As of March 31, 2013 | | | | | | | | | | |
| | Gross | | Accumulated | | | | | | | | | | |
Carrying | Amortization | | | | | | | | | |
Amount | | | | | | | | | | |
Amortizable Intangible Assets: | | | | | | | | | | | | | | | | |
Student Relationships | | $ | 82,719 | | $ | -73,818 | | | | | | | | | | |
Customer Relationships | | | 3,364 | | | -600 | | | | | | | | | | |
Non-compete Agreements | | | 2,505 | | | -1,749 | | | | | | | | | | |
Curriculum/Software | | | 5,628 | | | -4,087 | | | | | | | | | | |
Outplacement Relationships | | | 3,900 | | | -1,179 | | | | | | | | | | |
Trade Names | | | 6,074 | | | -4,766 | | | | | | | | | | |
Total | | | 104,190 | | | -86,199 | | | | | | | | | | |
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Indefinite-lived Intangible Assets: | | | | | | | | | | | | | | | | |
Trade Names | | $ | 39,238 | | | | | | | | | | | | | |
Trademark | | | 1,645 | | | | | | | | | | | | | |
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 | | | 71,100 | | | | | | | | | | | | | |
AUC Title IV Eligibility and Accreditations | | | 100,000 | | | | | | | | | | | | | |
DeVry Brasil Accreditation | | | 32,884 | | | | | | | | | | | | | |
Total | | $ | 274,107 | | | | | | | | | | | | | |
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Amortization expense for amortized intangible assets was $1.6 million and $4.9 million for the three and nine months ended March 31, 2014, respectively, and $2.4 million and $7.1 million for the three and nine months ended March 31, 2013, respectively. Estimated amortization expense for amortizable intangible assets for the next five fiscal years ending June 30, by reporting unit, is as follows (dollars in thousands): |
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Fiscal | | AUC | | Becker | | DeVry | | Carrington | | Total | |
Year | Brasil |
2014 | | $ | 3,347 | | $ | 951 | | $ | 1,906 | | $ | 295 | | $ | 6,499 | |
2015 | | | 387 | | | 942 | | | 1,089 | | | 260 | | | 2,678 | |
2016 | | | - | | | 934 | | | 696 | | | 260 | | | 1,890 | |
2017 | | | - | | | 636 | | | 346 | | | 260 | | | 1,242 | |
2018 | | | - | | | 365 | | | 205 | | | 260 | | | 830 | |
Thereafter | | | - | | | 1,154 | | | 509 | | | 1,356 | | | 3,019 | |
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All amortizable intangible assets, except for the DeVry Brasil (Fanor, Ruy Barbosa and Area 1) Student Relationships, the FBV Student Relationships, the Unifavip Student Relationships and the AUC Student Relationships, are being amortized on a straight-line basis. |
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The amount being amortized for the AUC, DeVry Brasil, FBV and Unifavip Student Relationships is based on the estimated progression of the students through the respective programs, giving consideration to the revenue and cash flow associated with both existing students and new applicants. This results in the basis being amortized at an annual rate for each of the years of estimated economic life as follows: |
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Fiscal | | | | | | | | | | | | | | | | |
Year | | AUC | | | DeVry Brasil | | | FBV | | | Unifavip | |
2009 | | | - | | | | 8.3 | % | | | - | | | | - | |
2010 | | | - | | | | 30.3 | % | | | - | | | | - | |
2011 | | | - | | | | 24.7 | % | | | - | | | | - | |
2012 | | | 38 | % | | | 19.8 | % | | | 11.9 | % | | | - | |
2013 | | | 38.5 | % | | | 13.6 | % | | | 33.7 | % | | | 27.6 | % |
2014 | | | 21.6 | % | | | 3.3 | % | | | 25.9 | % | | | 32.2 | % |
2015 | | | 1.9 | % | | | - | | | | 16.7 | % | | | 23 | % |
2016 | | | - | | | | - | | | | 9 | % | | | 13.2 | % |
2017 | | | - | | | | - | | | | 2.6 | % | | | 4 | % |
2018 | | | - | | | | - | | | | 0.2 | % | | | - | |
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Indefinite-lived intangible assets related to Trademarks, 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. |
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In accordance with U.S. generally accepted accounting principles, 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. This annual impairment review was most recently completed during the fourth quarter of fiscal year 2013. As a result, it was determined that the goodwill and the indefinite-lived intangible asset of the Carrington Colleges Group (“Carrington”) reporting unit had been impaired. As of the fourth quarter of fiscal year 2013 impairment review, there was no impairment loss associated with recorded goodwill or indefinite-lived intangible assets for any other reporting unit, as estimated fair values exceeded the carrying amounts. |
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Management considers certain triggering events when evaluating whether an interim impairment analysis is warranted. Among these would be a significant long-term decrease in the market capitalization of DeVry Group based on events specific to DeVry Group’s operations. As of March 31, 2014, DeVry Group’s market capitalization exceeded its book value by approximately 80%, which is higher than the 41% premium as of June 30, 2013. Other triggering events that could be cause for an interim impairment review would be changes in the accreditation, regulatory or legal environment; increased competition; innovation changes and changes in the market acceptance of our educational programs and the graduates of those programs. |
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The estimated fair values of DeVry Group’s reporting units exceeded their carrying values by at least 12% as of the end of fiscal year 2013, except that of Carrington. The estimated fair values of the indefinite-lived intangible assets exceeded their carrying values by at least 100% as of the end of fiscal year 2013, except those indefinite-lived intangible assets acquired with the acquisitions of AUC and FBV and where fair values exceeded carrying values by 4% to 67%. The smaller premiums for the AUC and FBV indefinite-lived intangible assets would be expected considering the assets were acquired within two years of the fourth quarter fiscal year 2013 valuation date and there has been less time for these assets to have appreciated in value from their fair market value purchase price. As for Carrington, during the fourth quarter of fiscal year 2013, management recorded an impairment loss of $57.0 million for the decline in fair value of this reporting unit and its associated indefinite-lived intangible assets. Therefore, no premiums existed with respect to either the reporting unit’s carrying value or the carrying value of the indefinite-lived intangible assets as of June 30, 2013. Accordingly, this situation also requires management to remain cognizant of the fact that if Carrington’s realized and projected operating results do not meet expectations, an interim review and possible further impairment would be necessary. |
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To improve Carrington’s financial results, management continues to execute a turnaround plan initiated in fiscal year 2012 which includes increasing its focus on building Carrington’s brand awareness, optimizing its marketing approach to emphasize the development of internally-generated inquiries, improving its recruiting process through its student contact center and narrowing its focus geographically and programmatically around Carrington’s core strengths in healthcare. During the past year, evidence of a recovery in enrollments was experienced at Carrington where total student enrollment, excluding programs currently in teach-out, increased in the March 31, 2014 term as compared to the March 31, 2013 term. Revenues at Carrington increased 2% in the first nine months of fiscal year 2014 compared to the same period last fiscal year and, along with cost control efforts, reduced the operating losses from levels of a year ago in the nine months ended March 31, 2014. The revenue and operating results also exceeded internal plans for the first nine months of fiscal year 2014. Management believes its planned business and operational strategies have reversed the negative trend in revenue and operating income declines experienced over the past several years. However, if operating improvements do not continue, all or some of the remaining goodwill could be impaired in the future. |
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Though certain reporting units experienced a decline in operating results in the first nine months of fiscal year 2014 compared to the year-ago period, management did not believe business conditions had deteriorated in any of its reporting units such that it was more likely than not that the fair value was below carrying value for those reporting units or their associated indefinite-lived intangible assets at March 31, 2014. In this regard, revenues, operating results and cash flows grew for all reporting units in the first nine months of fiscal year 2014 except at DeVry University and DeVry Brasil. The revenue and operating results of DeVry Brasil exceeded internal plans for the first nine months of fiscal year 2014 and its revenues grew by more than 25% from the year-ago period. Operating earnings decreased from the year-ago period reflecting investments for expansion and growth. |
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At DeVry University, which carries a goodwill balance of $22.2 million, revenue declined by approximately 16% from the year-ago nine month period. The revenue decline at DeVry University was primarily the result of a decline in undergraduate student enrollments and graduate coursetakers due to lower demand among the university’s target segment of students, believed to be driven by perceptions of the value of a college degree, increased reluctance to take on debt and heightened competition. To improve performance, management continues to execute a turnaround plan at DeVry University which includes: |
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| · | Stabilizing enrollments and positioning the university for long-term growth; | | | | | | | | | | | | | | |
| · | Reducing DeVry University’s cost structure, while maintaining and enhancing our service to students; | | | | | | | | | | | | | | |
| · | Regaining DeVry University’s technology edge; and | | | | | | | | | | | | | | |
| · | Developing and supporting the team to execute the strategy. | | | | | | | | | | | | | | |
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The plan to stabilize enrollments and position DeVry University for long-term growth includes communication of DeVry University’s value proposition, which is educational quality, career prospects and high levels of student service. Also, management continues to enhance DeVry University’s programmatic focus. This means ensuring our programs are designed to best meet the needs of our students and employers and better communicating the programs’ value propositions to the market. DeVry Group is also exploring methods to increase the flexibility of its programs to lower the overall cost of education to its students. This programmatic focus is designed to provide students with successful outcomes. |
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DeVry University is also increasing the emphasis on technology in its programs. This emphasis will enable students to gain an edge that will help them in today’s technology-based careers. Also technology will be further embedded in the campuses and operational processes. |
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Management is implementing a new organization structure to support the programmatic focus and increase decision-making speed. Four program verticals have been created: Engineering & Information Sciences; Undergraduate Business; Keller Graduate School of Management; and Health Sciences, Liberal Arts, and Media Arts. Each vertical will have a team which will have responsibility for enrollment, program quality and successful student outcomes. |
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DeVry University’s enrollment strategy continues with optimizing pricing, with the goals of increasing new students, and encouraging persistence. A September 2013 “call to action event” included the new Career Catalyst Scholarship. Under the Career Catalyst Scholarship, DeVry University committed up to $15 million over the following three-year period to scholarships that will be awarded to qualifying students who enrolled in the September 2013 session. The scholarships are valued at up to a total of $20,000 per student, depending on the degree and credits required to attain that degree. Students qualifying for DeVry University’s Career Catalyst Scholarship will be eligible to receive scholarship awards in progressive amounts over a period of three years. For example, students in their first year of a bachelor’s degree program can be awarded up to $5,000. During the second year, the available award can increase up to $7,000. For the third year, the award can increase up to $8,000. As a result of positive results from this program in attracting and retaining successful students, DeVry University also offered this Career Catalyst Program to qualifying students who enrolled in the March 2014 session. |
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Tuition rates for fiscal year 2014 at DeVry University remain unchanged from those of fiscal year 2013. Further, beginning July 1, 2014, management is implementing the DeVry University Fixed Tuition Promise. This is a guarantee to each DeVry University student that his or her tuition rate will not increase for as long as he or she is a student. Also, beginning in July 2014, the number of credit hours a student must take per session to receive the full-time rate is increasing from 7 hours to 8. |
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Management is also finding ways to be more effective in marketing and recruiting efforts. DeVry University’s marketing strategy is shifting toward more digital and social channels and its web site, and away from less effective inquiry vendors. Some positive results of this shift have already been experienced. For the March session, inquiry conversion improved, as DeVry University saw fewer, but better quality, inquiries and improved recruiting efficiency. |
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In aligning the cost structure, management is focused on increasing efficiencies. Over the past year DeVry Group’s institutions in transition (DeVry University and Carrington) have reduced costs through staffing adjustments; managing open positions; optimizing course scheduling to better utilize classrooms; and lowering course materials costs. Management has made the decision to close or consolidate certain DeVry University campuses while balancing the potential impact on enrollment and student satisfaction. Since fiscal 2012, DeVry University has optimized over a dozen locations. Currently there are five additional consolidations underway. |
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Management believes its planned operational strategies will stabilize the negative enrollment trends over the next several years. Cost reduction initiatives since fiscal year 2012 have reduced operating expenses and shifted costs to a more variable model. However, if operating improvements are not realized, all or some of the goodwill could be impaired in the future. The impairment review completed in the fourth quarter of fiscal year 2013 indicated the fair value exceeded the carrying value of the DeVry University reporting unit by 100%. This excess margin has been rapidly declining in recent periods. Should business conditions at DeVry University continue to deteriorate resulting in the carrying value of this reporting unit exceeding its fair value then goodwill and intangible assets could be impaired. This could require a write-off of up to $22.2 million. |
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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. |
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The table below summarizes goodwill balances by reporting unit as of March 31, 2014 (dollars in thousands): |
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Reporting Unit | | As of March | | | | | | | | | | | | | |
31, 2014 | | | | | | | | | | | | |
DeVry University | | $ | 22,196 | | | | | | | | | | | | | |
Becker Professional Education | | | 33,086 | | | | | | | | | | | | | |
Ross University | | | 237,173 | | | | | | | | | | | | | |
Chamberlain College of Nursing | | | 4,716 | | | | | | | | | | | | | |
Carrington Colleges Group | | | 98,784 | | | | | | | | | | | | | |
American University of the Caribbean | | | 68,321 | | | | | | | | | | | | | |
DeVry Brasil | | | 52,789 | | | | | | | | | | | | | |
Total | | $ | 517,065 | | | | | | | | | | | | | |
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The table below summarizes goodwill balances by reporting segment as of March 31, 2014 (dollars in thousands): |
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Reporting Segment: | | As of March | | | | | | | | | | | | | |
31, 2014 | | | | | | | | | | | | |
Business, Technology and Management | | $ | 22,196 | | | | | | | | | | | | | |
Medical and Healthcare | | | 408,994 | | | | | | | | | | | | | |
International and Professional Education | | | 85,875 | | | | | | | | | | | | | |
Total | | $ | 517,065 | | | | | | | | | | | | | |
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The table below summarizes the changes in the carrying amount of goodwill, by segment as of March 31, 2014 (dollars in thousands): |
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| | Business, | | Medical and | | International | | Total | | | | |
Technology and | Healthcare | and Professional | | | |
Management | | Education | | | |
Balance at June 30, 2013 | | $ | 22,196 | | $ | 408,994 | | $ | 77,747 | | $ | 508,937 | | | | |
Acquisitions | | | - | | | - | | | 8,238 | | | 8,238 | | | | |
Foreign currency exchange rate changes and other | | | - | | | - | | | -110 | | | -110 | | | | |
Balance at March 31, 2014 | | $ | 22,196 | | $ | 408,994 | | $ | 85,875 | | $ | 517,065 | | | | |
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The increase in the goodwill balance from June 30, 2013 in the International and Professional Education segment is the result of the addition of goodwill of $8.2 million from the acquisition of Facid partially offset by changes in the value of the Brazilian Real and British Pound Sterling as compared to the U.S. dollar. See “Note 7- Business Combinations” for further explanation of the acquisition of Facid. Since DeVry Brasil and Becker Europe goodwill is recorded in each group’s respective local currency, fluctuations in the respective local currency’s value in relation to the U.S. dollar will cause changes in the balance of this asset. |
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The table below summarizes the indefinite-lived intangible asset balances by reporting unit as of March 31, 2014 (dollars in thousands): |
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Reporting Unit: | | As of March | | | | | | | | | | | | | |
31, 2014 | | | | | | | | | | | | |
DeVry University | | $ | 1,645 | | | | | | | | | | | | | |
Becker Professional Review | | | 27,912 | | | | | | | | | | | | | |
Ross University | | | 19,200 | | | | | | | | | | | | | |
Chamberlain College of Nursing | | | 1,200 | | | | | | | | | | | | | |
Carrington Colleges Group | | | 67,200 | | | | | | | | | | | | | |
American University of the Caribbean | | | 117,100 | | | | | | | | | | | | | |
DeVry Brasil | | | 49,157 | | | | | | | | | | | | | |
Total | | $ | 283,414 | | | | | | | | | | | | | |
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Total indefinite-lived intangible assets increased by $16.6 million from June 30, 2013. This increase is the result of the addition of $17.1 million of indefinite-lived intangibles associated with the acquisition of Facid partially offset by the effects of foreign currency translation on the DeVry Brasil assets. Since DeVry Brasil intangible assets are recorded in the local Brazilian 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. |
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