INTANGIBLE ASSETS | 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. December 31, 2016 Gross Accumulated Weighted Average Amortizable Intangible Assets: Student Relationships $ 12,657 $ (8,324) 5 Years Customer Relationships 42,900 (2,547) 10 Years Non-compete Agreements 1,640 (1,226) 3 Years Curriculum/Software 8,143 (2,206) 4 Years Franchise Contracts 10,783 (1,148) 18 Years Clinical Agreements 399 (93) 15 Years Trade Names 1,163 (901) 10 Years Proprietary Technology 500 (63) 4 Years Total $ 78,185 $ (16,508) Indefinite-lived Intangible Assets: Trade Names $ 110,048 Trademarks 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 20,200 AUC Title IV Eligibility and Accreditations 100,000 DeVry Brasil Accreditation 98,718 Total $ 359,851 June 30, 2016 Gross Accumulated Amortizable Intangible Assets: Student Relationships $ 14,530 $ (7,150) Customer Relationships 400 (170) Non-compete Agreements 940 (799) Curriculum/Software 4,038 (1,914) Franchise Contracts 10,968 (863) Clinical Agreements 406 (81) Trade Names 1,183 (858) Total $ 32,465 $ (11,835) Indefinite-lived Intangible Assets: Trade Names $ 70,731 Trademarks 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 20,200 AUC Title IV Eligibility and Accreditations 100,000 DeVry Brasil Accreditation 100,410 Total $ 322,226 December 31, 2015 Gross Accumulated Amortizable Intangible Assets: Student Relationships $ 11,739 $ (4,128) Customer Relationships 400 (150) Test Prep Relationships 808 (741) Non-compete Agreements 940 (705) Curriculum/Software 3,692 (1,587) Outplacement Relationships 3,900 (1,894) Franchise Contracts 8,861 (451) Clinical Agreements 328 (55) Trade Names 957 (645) Total $ 31,625 $ (10,356) Indefinite-lived Intangible Assets: Trade Names $ 63,667 Trademarks 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 60,700 AUC Title IV Eligibility and Accreditations 100,000 DeVry Brasil Accreditation 81,380 Total $ 336,632 Amortization expense for amortized intangible assets was $ 2.4 5.7 1.4 2.6 Fiscal Year DeVry Brasil Becker Total 2017 $ 3,635 $ 7,482 $ 11,117 2018 2,912 6,501 9,413 2019 2,093 6,422 8,515 2020 1,474 4,671 6,145 2021 923 4,440 5,363 Thereafter 7,125 19,686 26,811 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 Faculdade Boa Viagem (“FBV”), Centro Universitário Vale do Ipojuca (“Unifavip”), Damásio Educacional (“Damasio”) and Grupo Ibmec 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 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. 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. DeVry Group’s annual impairment review was most recently completed during the fourth quarter of fiscal year 2016, at which time there were impairment losses recorded related to Carrington goodwill and the Carrington Accreditation and Title IV Eligibility indefinite-lived intangible asset totaling $ 48.2 DeVry Group had six reporting units which contained goodwill as of the second quarter of fiscal year 2017. These reporting units constitute components for which discrete financial information is available and regularly reviewed by segment management and the Board. If the carrying amount of a reporting unit containing the goodwill exceeds the fair value of that reporting unit, an impairment loss is recognized to the extent the “implied fair value” of the reporting unit goodwill is less than the carrying amount of the goodwill. In analyzing the results of operations and business conditions of all six reporting units as of December 31, 2016, it was determined that no triggering event had occurred during the first six months of fiscal year 2017 that would indicate the carrying value of a reporting unit had exceeded its fair value. For indefinite-lived intangible assets, management first analyzes qualitative factors including results of operations and business conditions of the seven reporting units that contained indefinite-lived intangible assets, 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. Based on its analysis, management has determined that, as of December 31, 2016, no triggering event had occurred during the first six months of fiscal year 2017 that would indicate the carrying value of an indefinite-lived intangible asset had exceeded its fair value. These interim triggering event conclusions were based on the fact that the qualitative analysis of DeVry Group’s reporting units and indefinite-lived intangible assets resulted in no impairment indicators as of the end of fiscal year 2016, except at the Carrington and DeVry University reporting units, and that no interim events or deviations from planned operating results occurred as of December 31, 2016, that would cause management to reassess these conclusions. In regards to Carrington, the first six months of fiscal year 2017 revenue was in-line with and operating income was better than the fiscal year 2017 operating plan which was used in the May 31, 2016 impairment analysis; thus, management believes that no indicator of further impairment currently exists with this reporting unit. Should declines in student enrollment at Carrington result in financial performance that is significantly below management expectations, the carrying value of this reporting unit may exceed its fair value and indefinite-lived intangible assets could be impaired. This could require a write-off of up to $ 20.2 Although the DeVry University reporting unit experienced a 23.9 6 90 23.8 Operating income and cash flows at all other reporting units for the first six months of fiscal year 2017 were not materially different from the budgeted amounts used in the impairment analysis as of May 31, 2016. Full year operating results are also forecast to not materially differ from the full year operating plan. Thus, management does not believe any of the reporting units or their associated indefinite-lived intangible assets fair values would have declined enough to fall below the carrying values as of December 31, 2016. 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. At December 31, 2016, intangible assets from business combinations totaled $ 421.5 854.8 55 December 31, June 30 December 31, Reporting Unit 2016 2016 2015 AUC $ 68,321 $ 68,321 $ 68,321 RUSM and RUSVM 237,173 237,173 237,173 Chamberlain 4,716 4,716 4,716 Carrington - - 5,811 DeVry Brasil 216,050 223,558 172,274 Becker 306,382 32,043 32,503 DeVry University 22,196 22,196 22,196 Total $ 854,838 $ 588,007 $ 542,994 The table below summarizes goodwill balances by reporting segment (in thousands): December 31, June 30, December 31, Reporting Segment 2016 2016 2015 Medical and Healthcare $ 310,210 $ 310,210 $ 316,021 International and Professional Education 522,432 255,601 204,777 Business, Technology and Management 22,196 22,196 22,196 Total $ 854,838 $ 588,007 $ 542,994 The table below summarizes the changes in the carrying amount of goodwill by segment (in thousands): Medical and Healthcare International Business, Accumulated and Technology Impairment Professional and Gross Losses Education Management Total Balance at June 30, 2014 $ 495,927 $ (86,933) $ 88,689 $ 22,196 $ 519,879 Acquisitions - - 55,915 - 55,915 Foreign currency exchange rate changes - - (23,465) - (23,465) Balance at June 30, 2015 495,927 (86,933) 121,139 22,196 552,329 Acquisitions - - 104,613 - 104,613 Impairments - (92,973) - - (92,973) Foreign currency exchange rate changes - - (20,975) - (20,975) Balance at December 31, 2015 495,927 (179,906) 204,777 22,196 542,994 Purchase Accounting Adjustments - - 4,575 - 4,575 Acquisitions - - 11,394 - 11,394 Impairments - (5,811) - - (5,811) Foreign currency exchange rate changes - - 34,855 - 34,855 Balance at June 30, 2016 495,927 (185,717) 255,601 22,196 588,007 Purchase Accounting Adjustments - - (3,122) - (3,122) Acquisitions - - 274,620 - 274,620 Foreign currency exchange rate changes - - (4,667) - (4,667) Balance at December 31, 2016 $ 495,927 $ (185,717) $ 522,432 $ 22,196 $ 854,838 The increase in the goodwill balance from June 30, 2016 in the International and Professional Education segment is the result of the addition of $ 274.6 December 31, June 30, December 31, Reporting Segment 2016 2016 2015 Medical and Healthcare $ 157,700 $ 157,700 $ 198,200 International and Professional Education 200,506 162,881 136,787 Business, Technology and Management 1,645 1,645 1,645 Total $ 359,851 $ 322,226 $ 336,632 Total indefinite-lived intangible assets increased by $ 37.6 39.9 |