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. March 31, 2017 Gross Weighted Average Carrying Accumulated Amortization Amount Amortization Period Amortizable Intangible Assets: Student Relationships $ 13,014 $ (9,149) 5 Years Customer Relationships 42,900 (3,735) 10 Years Non-compete Agreements 1,640 (1,439) 3 Years Curriculum/Software 8,113 (2,699) 4 Years Franchise Contracts 11,087 (1,335) 18 Years Clinical Agreements 411 (102) 15 Years Trade Names 1,196 (957) 10 Years Proprietary Technology 500 (94) 4 Years Total $ 78,861 $ (19,510) Indefinite-Lived Intangible Assets: Trade Names $ 111,008 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 Brazil Accreditation 101,505 Total $ 363,598 June 30, 2016 Gross Carrying Accumulated Amount Amortization 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 Brazil Accreditation 100,410 Total $ 322,226 March 31, 2016 Gross Carrying Accumulated Amount Amortization Amortizable Intangible Assets: Student Relationships $ 13,082 $ (5,430) Customer Relationships 400 (160) Test Prep Relationships 900 (900) Non-compete Agreements 940 (752) Curriculum/Software 3,881 (1,786) Outplacement Relationships 3,900 (1,959) Franchise Contracts 9,875 (640) Clinical Agreements 366 (67) Trade Names 1,064 (746) Total $ 34,408 $ (12,440) Indefinite-Lived Intangible Assets: Trade Names $ 66,808 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 Brazil Accreditation 90,685 Total $ 349,078 Amortization expense for amortized intangible assets was $ 2.8 8.5 1.4 4.0 Fiscal Year DeVry Brazil Becker Total 2017 $ 3,721 $ 7,482 $ 11,203 2018 2,994 6,501 9,495 2019 2,152 6,422 8,574 2020 1,515 4,671 6,186 2021 949 4,440 5,389 Thereafter 7,326 19,686 27,012 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 third 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 March 31, 2017, it was determined that no triggering event had occurred during the first nine 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 March 31, 2017, no triggering event had occurred during the first nine 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 March 31, 2017, that would cause management to reassess these conclusions. In regards to Carrington, although the revenue for the first nine months of fiscal year 2017 was below plan, 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 The DeVry University reporting unit operating income for the first nine months of fiscal year 2017 was in-line with the operating plan that was used in the May 31, 2016 impairment analysis. This reporting unit is expected to meet planned positive operating results for fiscal year 2017. As a result, management did not believe business conditions had deteriorated such that it was more likely than not that the fair value of DeVry University was below carrying value for this reporting unit or its associated indefinite-lived intangible assets as of March 31, 2017. Based on the May 31, 2016 impairment review, DeVry University’s current and forecasted profitability is sufficient to maintain a fair value greater than its carrying value. The fair value of this reporting unit exceeded its carrying value by 6 90 23.8 Operating income and cash flows at all other reporting units for the first nine 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 March 31, 2017. 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 March 31, 2017, intangible assets from business combinations totaled $ 422.9 861.0 55 March 31, June 30 March 31, Reporting Unit 2017 2016 2016 Chamberlain $ 4,716 $ 4,716 $ 4,716 AUC 68,321 68,321 68,321 RUSM and RUSVM 237,173 237,173 237,173 Becker 306,444 32,043 32,386 DeVry Brazil 222,151 223,558 194,409 DeVry University 22,196 22,196 22,196 Carrington - - 5,811 Total $ 861,001 $ 588,007 $ 565,012 The table below summarizes goodwill balances by reporting segment (in thousands): March 31, June 30, March 31, Reporting Segment 2017 2016 2016 Medical and Healthcare $ 310,210 $ 310,210 $ 310,210 Professional Education 306,444 32,043 32,386 Technology and Business 222,151 223,558 194,409 U.S. Traditional Postsecondary 22,196 22,196 28,007 Total $ 861,001 $ 588,007 $ 565,012 U.S. Traditional Postsecondary Medical Technology Accumulated and Professional and Impairment Healthcare Education Business Gross Losses Total Balance at June 30, 2014 $ 310,210 $ 33,217 $ 55,472 $ 207,913 $ (86,933) $ 519,879 Acquisitions - - 55,915 - - 55,915 Foreign exchange rate changes - (420) (23,045) - - (23,465) Balance at June 30, 2015 310,210 32,797 88,342 207,913 (86,933) 552,329 Purchase Accounting Adjustments - - 4,575 - - 4,575 Acquisitions - - 108,246 - - 108,246 Impairments - - - - (92,973) (92,973) Foreign exchange rate changes - (411) (6,754) - - (7,165) Balance at March 31, 2016 310,210 32,386 194,409 207,913 (179,906) 565,012 Acquisitions - - 7,761 - - 7,761 Impairments - - - - (5,811) (5,811) Foreign exchange rate changes - (343) 21,388 - - 21,045 Balance at June 30, 2016 310,210 32,043 223,558 207,913 (185,717) 588,007 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 $ 207,913 $ (185,717) $ 861,001 The increase in the goodwill balance from June 30, 2016 in the Professional Education segment is the result of the addition of $ 274.6 March 31, June 30, March 31, Reporting Segment 2017 2016 2016 Medical and Healthcare $ 137,500 $ 137,500 $ 137,500 Professional Education 67,812 27,912 27,912 Technology and Business 136,441 134,969 121,321 U.S. Traditional Postsecondary 21,845 21,845 62,345 Total $ 363,598 $ 322,226 $ 349,078 Total indefinite-lived intangible assets increased by $ 41.4 39.9 |