8-K
Covista Inc. (CVSA)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 10, 2022
ADTALEM GLOBAL EDUCATION INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-13988 | 36-3150143 |
|---|---|---|
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| 500 West Monroe | ||
| Chicago, IL | 60661 | |
| (Address of principal executive offices) | (Zip Code) |
(866) 374-2678
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on<br><br> <br>which registered |
|---|---|---|
| Common Stock $0.01 Par Value | ATGE | New York Stock Exchange |
| Common Stock $0.01 Par Value | ATGE | Chicago Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
| Item 2.01 | Completion of Acquisition or Disposition of Assets |
|---|
As previously disclosed, on January 24, 2022, Adtalem Global Education Inc. (“ATGE” or “the Company”), entered into an Equity Purchase Agreement (the “Agreement”) with McKissock, LLC (“McKissock”) and Avalon Acquiror, Inc. (“Amber Purchaser” and, together with McKissock, the “Purchasers” and each, a “Purchaser”) under which the Purchasers agreed to acquire certain businesses that comprised Adtalem’s Financial Services segment, which included the Association of Certified Anti-Money Laundering Specialists business (the “ACAMS Business”), the Becker Professional Education business (the “Becker Business”), and the OnCourse Learning business (the “OCL Business” and, collectively with the ACAMS Business and the Becker Business, the “Businesses”). Under the terms and subject to the conditions set forth in the Agreement, ATGE and certain of its subsidiaries agreed to sell all of the outstanding equity interests in the entities that operate the ACAMS Business to Amber Purchaser (the “ACAMS Transaction”) and all of the outstanding equity interests in the entities that operate the Becker Business and the OCL Business, respectively, to McKissock (the “Becker/OCL Transaction” and, together with the ACAMS Transaction, the “Transactions” and each, a “Transaction”).
On March 10, 2022, ATGE completed the Transactions in exchange for an aggregate sale price of $1 billion in cash, subject to certain adjustments set forth in the Agreement.
The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, a copy of which is filed as Exhibit 2.1, and is incorporated herein by reference.
| Item 7.01 | Regulation FD Disclosure. |
|---|
On March 10, 2022, ATGE issued a press release announcing the consummation of the Transactions. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated by reference in this Item 7.01. The press release is furnished and not filed pursuant to Instruction B.2 of Form 8-K.
| Item 9.01 | Financial Statements and Exhibits |
|---|---|
| (b) | Pro Forma Financial Information. |
| --- | --- |
The following unaudited pro forma financial information of ATGE is filed as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference:
| • Unaudited pro forma consolidated balance sheet as of December 31, 2021 and notes thereto. | |
|---|---|
| • Unaudited pro forma consolidated statements of loss/income for the six months ended December 31, 2021, and each of the years ended June 30, 2021, 2020 and 2019 and notes thereto. | |
| (d) | Exhibits. |
| --- | --- |
| 2.1 | Equity Purchase Agreement by and among McKissock, Amber Purchaser, and Adtalem Global Education Inc., dated as of January 24, 2022,<br> (incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K (File No. 001-13988) filed with the Securities and Exchange Commission on January 25, 2022.) |
| --- | --- |
| 99.1 | Press Release of Adtalem Global Education Inc., dated March 10, 2022. |
| 99.2 | ATGE Unaudited Pro Forma<br> Consolidated Financial Statements |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ADTALEM GLOBAL EDUCATION INC. | |
|---|---|
| By: | /s/ Robert J. Phelan |
| Robert J. Phelan | |
| Senior Vice President and Chief | |
| Financial Officer | |
| (Principal Financial Officer and | |
| Principal Accounting Officer) |
Date: March 10, 2022
Exhibit 99.1
Adtalem Global Education Completes Divestiture of Financial Services Segment
CHICAGO--(BUSINESS WIRE)--March 10, 2022--Adtalem Global Education (NYSE: ATGE), a leading healthcare educator, announced today that it has completed the divestiture of its Financial Services segment, which includes ACAMS (Association of Certified Anti-Money Laundering Specialists), Becker Professional Education and OnCourse Learning, to a consortium of Wendel Group and Colibri Group in an all-cash transaction for $1 billion.
Wendel Group, based in Paris, is one of Europe’s largest listed investment firms. Colibri Group, a Gridiron Capital company based in St. Louis, helps millions of professionals manage and advance their careers through online learning solutions.
“We are incredibly proud of our Financial Services segment and the growth and impact it has achieved over the last several years. I am confident that these brands and businesses will continue to thrive under new ownership,” said Steve Beard, president and CEO, Adtalem Global Education. “The completion of this transaction is a catalyst for our go-forward strategy to be the leading provider of professional talent to the healthcare industry. Through our sharpened focus, strengthened balance sheet, and clarity of purpose, we are well-positioned to deliver substantial value to all our stakeholders.”
As previously announced, the company will deploy approximately $770 million of the approximate $820 million in net proceeds from the divestiture to pay down debt. The company anticipates annualized interest expense savings of approximately $40 million as a result of paying down $770 million in debt, which it intends to do within 30 days.
About Adtalem Global Education
Adtalem Global Education (NYSE: ATGE) is a leading healthcare educator and provider of professional talent to the healthcare industry. With a dedicated focus on driving strong outcomes that increase workforce preparedness, Adtalem empowers a diverse learner population to achieve their goals and make inspiring contributions to their communities. Adtalem is the parent organization of American University of the Caribbean School of Medicine, Chamberlain University, Ross University School of Medicine, Ross University School of Veterinary Medicine and Walden University. Adtalem and its institutions have more than 10,000 employees and a network of more than 275,000 alumni. Adtalem was named one of America’s Most Responsible Companies 2021 by Newsweek, and one of America’s Best Employers for Diversity 2021 by Forbes. Follow Adtalem on Twitter @adtalemglobal, LinkedIn or visit Adtalem.com for more information.
About Colibri Group
Colibri Group is building the future of professional education. Today, millions of licensed professionals start and advance their careers through the company’s online and in-person learning solutions for licensing, continuing education, test preparation and professional development. Headquartered in St. Louis, Missouri, Colibri Group provides a holistic learning experience for students and professionals to achieve more and thrive throughout their careers in real estate, financial services, teacher education, healthcare, valuation and property services, among other professions. Visit colibrigroup.com for more information.
About Wendel
Wendel is one of Europe’s leading listed investment firms. The Group invests in Europe and North America in companies which are leaders in their field, such as Bureau Veritas, Tarkett, Stahl, IHS Towers, Constantia Flexibles, and Crisis Prevention Institute. Wendel often plays an active role as a controlling or significant shareholder in its portfolio companies. Wendel seeks to implement long-term development strategies, which involve boosting growth and margins of companies so as to enhance their leading market positions. For more information: wendelgroup.com
Contacts
Investor Contact
Chandrika Nigam
Chandrika.Nigam@Adtalem.com
312-681-3209
Media Contact
Kelly Finelli
Kelly.Finelli@adtalem.com
872-270-0230
Exhibit 99.2
Pro Forma Financial Information
The following supplemental pro forma information is presented for information purposes only, to provide an understanding of Adtalem’s historical financial results as adjusted for the sale of ACAMS, Becker, and OCL. These pro forma financial statements should not be considered a substitute for the actual historical financial information prepared in accordance with generally accepted accounting principles, as presented in Adtalem’s filings on Form 10-K and Form 10-Q. The unaudited pro forma consolidated financial information disclosed in this report is for illustrative purposes only and is not necessarily indicative of results of operations that would have been achieved had the pro forma events taken place on the dates indicated, or our future consolidated results of operations.
The Pro Forma Consolidated Balance Sheet as of December 31, 2021 presents our consolidated financial position giving pro forma effect to the disposition of ACAMS, Becker, and OCL as if it had occurred on December 31, 2021. The Pro Forma Consolidated Statements of Income (Loss) for the six months ended December 31, 2021 and for the years ended June 30, 2021, 2020, and 2019, present our consolidated results of operations giving pro forma effect to the disposition of ACAMS, Becker, and OCL as if it had occurred on July 1, 2021, July 1, 2020, July 1, 2019, and July 1, 2018, respectively. These pro forma financial statements should be read in connection with Adtalem’s historical consolidated financial statements, which were included in the Annual Report on Form 10-K for the year ended June 30, 2021, filed on August 19, 2021 and Quarterly Report on Form 10-Q for the six months ended December 31, 2021, filed on February 8, 2022.
The pro forma adjustments are based on currently available information, estimates and assumptions that Adtalem believes are reasonable in order to reflect, on a pro forma basis, the impact of these dispositions on our historical information.
Adtalem Global Education Inc.
Pro Forma Consolidated Balance Sheet
(unaudited and in thousands, except par value)
| Transaction Accounting Adjustments | |||||||||||||
| Disposition | Debt | Adtalem | |||||||||||
| Adjustments | Adjustments | Pro Forma | |||||||||||
| Assets: | |||||||||||||
| Current assets: | |||||||||||||
| Cash and cash equivalents | 275,420 | $ | 854,207 | (a) | $ | (770,000 | ) | (e) | $ | 359,627 | |||
| Restricted cash | 1,224 | — | — | 1,224 | |||||||||
| Accounts receivable, net | 92,744 | — | — | 92,744 | |||||||||
| Prepaid expenses and other current assets | 166,722 | — | — | 166,722 | |||||||||
| Current assets held for sale | 74,397 | (74,244 | ) | (b) | — | 153 | |||||||
| Total current assets | 610,507 | 779,963 | (770,000 | ) | 620,470 | ||||||||
| Noncurrent assets: | |||||||||||||
| Property and equipment, net | 301,666 | — | — | 301,666 | |||||||||
| Operating lease assets | 155,356 | — | — | 155,356 | |||||||||
| Deferred income taxes | 61,536 | — | — | 61,536 | |||||||||
| Intangible assets, net | 923,701 | — | — | 923,701 | |||||||||
| Goodwill | 960,058 | — | — | 960,058 | |||||||||
| Other assets, net | 117,621 | — | — | 117,621 | |||||||||
| Noncurrent assets held for sale | 529,328 | (529,232 | ) | (b) | — | 96 | |||||||
| Total noncurrent assets | 3,049,266 | (529,232 | ) | — | 2,520,034 | ||||||||
| Total assets | 3,659,773 | $ | 250,731 | $ | (770,000 | ) | $ | 3,140,504 | |||||
| Liabilities and shareholders' equity: | |||||||||||||
| Current liabilities: | |||||||||||||
| Accounts payable | 65,422 | $ | — | $ | — | $ | 65,422 | ||||||
| Accrued payroll and benefits | 52,086 | — | — | 52,086 | |||||||||
| Accrued liabilities | 134,585 | — | — | 134,585 | |||||||||
| Deferred revenue | 124,347 | — | — | 124,347 | |||||||||
| Current operating lease liabilities | 54,845 | — | — | 54,845 | |||||||||
| Current portion of long-term debt | 8,500 | — | — | 8,500 | |||||||||
| Current liabilities held for sale | 57,690 | (56,300 | ) | (b) | — | 1,390 | |||||||
| Total current liabilities | 497,475 | (56,300 | ) | — | 441,175 | ||||||||
| Noncurrent liabilities: | |||||||||||||
| Long-term debt | 1,599,538 | — | (750,364 | ) | (f) | 849,174 | |||||||
| Long-term operating lease liabilities | 155,827 | — | — | 155,827 | |||||||||
| Deferred income taxes | 27,127 | — | — | 27,127 | |||||||||
| Other liabilities | 58,040 | — | — | 58,040 | |||||||||
| Noncurrent liabilities held for sale | 32,086 | (32,049 | ) | (b) | — | 37 | |||||||
| Total noncurrent liabilities | 1,872,618 | (32,049 | ) | (750,364 | ) | 1,090,205 | |||||||
| Total liabilities | 2,370,093 | (88,349 | ) | (750,364 | ) | 1,531,380 | |||||||
| Redeemable noncontrolling interest | 1,790 | — | — | 1,790 | |||||||||
| Shareholders' equity: | |||||||||||||
| Common stock, 0.01 par value per share | 817 | — | — | 817 | |||||||||
| Additional paid-in capital | 542,296 | — | — | 542,296 | |||||||||
| Retained earnings | 1,964,954 | 340,119 | (c) | (19,636 | ) | (g) | 2,285,437 | ||||||
| Accumulated other comprehensive loss | (634 | ) | (1,039 | ) | (d) | — | (1,673 | ) | |||||
| Treasury stock, at cost | (1,219,543 | ) | — | — | (1,219,543 | ) | |||||||
| Total shareholders' equity | 1,287,890 | 339,080 | (19,636 | ) | 1,607,334 | ||||||||
| Total liabilities and shareholders' equity | 3,659,773 | $ | 250,731 | $ | (770,000 | ) | $ | 3,140,504 |
All values are in US Dollars.
Notes to December 31, 2021 Pro Forma Consolidated Balance Sheet
| (a) | Represents net, after tax proceeds received upon sale close of $854.2 million. Includes proceeds received for cash balances and reduction for<br> estimated transaction expenses due at the time of close. |
|---|---|
| (b) | Represents the elimination of the assets and liabilities associated with the business disposition. As of December 31, 2021, ACAMS, Becker, and OCL<br> assets and liabilities were classified as held for sale on Adtalem’s Consolidated Balance Sheet in the Form 10-Q filed on February 8, 2022. |
| --- | --- |
| (c) | Represents the estimated gain on the sale of ACAMS, Becker, and OCL had the transaction closed on December 31, 2021. This amount is subject to<br> finalization. This estimated gain is not included in the adjustments in the pro forma consolidated statement of income, as this amount will be included as discontinued operations in the consolidated statement of income of Adtalem in the<br> period of the disposition. |
| --- | --- |
| (d) | Represents the release of accumulated other comprehensive loss associated with ACAMS into earnings. |
| --- | --- |
| (e) | Represents the anticipated use of $770.0 million of net proceeds to paydown debt. |
| --- | --- |
| (f) | Represents the anticipated debt reduction and associated pro-rated deferred financing fees write-off. |
| --- | --- |
| (g) | Represents the anticipated pro-rated deferred financing fees write-off charge had the debt paydown occurred on December 31, 2021. |
| --- | --- |
Adtalem Global Education Inc.
Pro Forma Consolidated Statement of Loss
(unaudited and in thousands, except per share data)
| Six Months Ended December 31, 2021 | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Transaction Accounting Adjustments | |||||||||||
| Adtalem | Disposition | Debt | Adtalem | ||||||||
| Historical | Adjustments ^(a)^ | Adjustments ^(b)^ | Pro Forma | ||||||||
| Revenue | $ | 660,268 | $ | — | $ | — | $ | 660,268 | |||
| Operating cost and expense: | |||||||||||
| Cost of educational services | 332,470 | — | — | 332,470 | |||||||
| Student services and administrative expense | 283,033 | — | — | 283,033 | |||||||
| Restructuring expense | 6,481 | — | — | 6,481 | |||||||
| Business acquisition and integration expense | 35,613 | — | — | 35,613 | |||||||
| Total operating cost and expense | 657,597 | — | — | 657,597 | |||||||
| Operating income | 2,671 | — | — | 2,671 | |||||||
| Other income (expense): | |||||||||||
| Interest and dividend income | 1,739 | — | — | 1,739 | |||||||
| Interest expense | (73,322 | ) | — | 22,212 | (51,110 | ) | |||||
| Net other expense | (71,583 | ) | — | 22,212 | (49,371 | ) | |||||
| Loss from continuing operations before income taxes | (68,912 | ) | — | 22,212 | (46,700 | ) | |||||
| Benefit from (provision for) income taxes | 30,764 | — | (50,128 | ) | (19,364 | ) | |||||
| Net loss from continuing operations | (38,148 | ) | — | (27,916 | ) | (66,064 | ) | ||||
| Loss per share from continuing operations: | |||||||||||
| Basic | $ | (0.77 | ) | $ | (1.33 | ) | |||||
| Diluted | $ | (0.77 | ) | $ | (1.33 | ) | |||||
| Weighted-average shares outstanding: | |||||||||||
| Basic shares | 49,719 | 49,719 | |||||||||
| Diluted shares | 49,719 | 49,719 |
Notes to December 31, 2021 Pro Forma Consolidated Statement of Loss
| (a) | Represents the elimination of the operating results associated with the ACAMS, Becker, and OCL business disposition. As of December 31, 2021, ACAMS,<br> Becker, and OCL operating results were classified as discontinued operations in Adtalem’s Consolidated Statement of Loss in the Form 10-Q filed on February 8, 2022, resulting in no adjustments to this period. |
|---|---|
| (b) | Represents the after-tax interest expense impact associated with the anticipated debt paydown had it occurred on July 1, 2021. |
| --- | --- |
Adtalem Global Education Inc.
Pro Forma Consolidated Statement of Income
(unaudited and in thousands, except per share data)
| Year Ended June 30, 2021 | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Transaction Accounting Adjustments | ||||||||||||
| Adtalem | Disposition | Debt | Adtalem | |||||||||
| Historical | Adjustments ^(a)^ | Adjustments ^(b)^ | Pro Forma | |||||||||
| Revenue | $ | 1,112,380 | $ | (203,946 | ) | $ | — | $ | 908,434 | |||
| Operating cost and expense: | ||||||||||||
| Cost of educational services | 489,233 | (30,687 | ) | — | 458,546 | |||||||
| Student services and administrative expense | 420,267 | (125,644 | ) | — | 294,623 | |||||||
| Restructuring expense | 9,804 | (2,935 | ) | — | 6,869 | |||||||
| Business acquisition and integration expense | 31,593 | — | — | 31,593 | ||||||||
| Total operating cost and expense | 950,897 | (159,266 | ) | — | 791,631 | |||||||
| Operating income | 161,483 | (44,680 | ) | — | 116,803 | |||||||
| Other income (expense): | ||||||||||||
| Interest and dividend income | 4,094 | — | — | 4,094 | ||||||||
| Interest expense | (41,365 | ) | — | 12,440 | (28,925 | ) | ||||||
| Investment gain | 2,638 | — | — | 2,638 | ||||||||
| Net other expense | (34,633 | ) | — | 12,440 | (22,193 | ) | ||||||
| Income from continuing operations before income taxes | 126,850 | (44,680 | ) | 12,440 | 94,610 | |||||||
| Provision for income taxes | (25,248 | ) | 12,159 | (3,108 | ) | (16,197 | ) | |||||
| Income from continuing operations | 101,602 | (32,521 | ) | 9,332 | 78,413 | |||||||
| Net loss attributable to redeemable noncontrolling interest from continuing operations | 434 | — | — | 434 | ||||||||
| Net income from continuing operations | $ | 102,036 | $ | (32,521 | ) | $ | 9,332 | $ | 78,847 | |||
| Earnings per share from continuing operations: | ||||||||||||
| Basic | $ | 1.99 | $ | 1.54 | ||||||||
| Diluted | $ | 1.98 | $ | 1.53 | ||||||||
| Weighted-average shares outstanding: | ||||||||||||
| Basic shares | 51,322 | 51,322 | ||||||||||
| Diluted shares | 51,645 | 51,645 |
Notes to June 30, 2021 Pro Forma Consolidated Statement of Income
| (a) | Represents the elimination of the operating results associated with the ACAMS, Becker, and OCL business disposition. |
|---|---|
| (b) | Represents the after-tax interest expense impact associated with the anticipated debt paydown had it occurred on July 1, 2020. |
| --- | --- |
Adtalem Global Education Inc.
Pro Forma Consolidated Statement of Loss
(unaudited and in thousands, except per share data)
| Year Ended June 30, 2020 | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Transaction Accounting Adjustments | |||||||||||
| Adtalem | Disposition | Debt | Adtalem | ||||||||
| Historical | Adjustments ^(a)^ | Adjustments ^(b)^ | Pro Forma | ||||||||
| Revenue | $ | 1,052,001 | $ | (182,475 | ) | $ | — | $ | 869,526 | ||
| Operating cost and expense: | |||||||||||
| Cost of educational services | 490,054 | (31,454 | ) | — | 458,600 | ||||||
| Student services and administrative expense | 395,838 | (112,425 | ) | — | 283,413 | ||||||
| Restructuring expense | 28,628 | (4,945 | ) | — | 23,683 | ||||||
| Gain on sale of assets | (4,779 | ) | — | — | (4,779 | ) | |||||
| Total operating cost and expense | 909,741 | (148,824 | ) | — | 760,917 | ||||||
| Operating income | 142,260 | (33,651 | ) | — | 108,609 | ||||||
| Other income (expense): | |||||||||||
| Interest and dividend income | 3,688 | — | — | 3,688 | |||||||
| Interest expense | (19,510 | ) | — | — | (19,510 | ) | |||||
| Investment gain | 18 | — | — | 18 | |||||||
| Gain on derivative | 110,723 | — | — | 110,723 | |||||||
| Net other income | 94,919 | — | — | 94,919 | |||||||
| Income from continuing operations before income taxes | 237,179 | (33,651 | ) | — | 203,528 | ||||||
| Benefit from income taxes | 6,358 | 8,581 | — | 14,939 | |||||||
| Income from continuing operations | 243,537 | (25,070 | ) | — | 218,467 | ||||||
| Net loss attributable to redeemable noncontrolling interest from continuing operations | 444 | — | — | 444 | |||||||
| Net income from continuing operations | $ | 243,981 | $ | (25,070 | ) | $ | — | $ | 218,911 | ||
| Earnings per share from continuing operations: | |||||||||||
| Basic | $ | 4.55 | $ | 4.08 | |||||||
| Diluted | $ | 4.51 | $ | 4.05 | |||||||
| Weighted-average shares outstanding: | |||||||||||
| Basic shares | 53,659 | 53,659 | |||||||||
| Diluted shares | 54,094 | 54,094 |
Notes to June 30, 2020 Pro Forma Consolidated Statement of loss
| (a) | Represents the elimination of the operating results associated with the ACAMS, Becker, and OCL business disposition. |
|---|---|
| (b) | Represents the after-tax interest expense impact associated with the anticipated debt paydown had it occurred on July 1, 2019. The associated debt<br> paydown relates to agreements entered into during fiscal year 2021, resulting in no adjustments to this period. |
| --- | --- |
Adtalem Global Education Inc.
Pro Forma Consolidated Statement of Income
(unaudited and in thousands, except per share data)
| Year Ended June 30, 2019 | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Transaction Accounting Adjustments | |||||||||||
| Adtalem | Disposition | Debt | Adtalem | ||||||||
| Historical | Adjustments ^(a)^ | Adjustments ^(b)^ | Pro Forma | ||||||||
| Revenue | $ | 1,013,843 | $ | (163,463 | ) | $ | — | $ | 850,380 | ||
| Operating cost and expense: | |||||||||||
| Cost of educational services | 471,782 | (29,044 | ) | — | 442,738 | ||||||
| Student services and administrative expense | 359,342 | (86,922 | ) | — | 272,420 | ||||||
| Restructuring expense | 53,067 | (1,304 | ) | — | 51,763 | ||||||
| Settlement gains | (26,178 | ) | — | — | (26,178 | ) | |||||
| Total operating cost and expense | 858,013 | (117,270 | ) | — | 740,743 | ||||||
| Operating income | 155,830 | (46,193 | ) | — | 109,637 | ||||||
| Other income (expense): | |||||||||||
| Interest and dividend income | 3,968 | — | — | 3,968 | |||||||
| Interest expense | (19,898 | ) | — | — | (19,898 | ) | |||||
| Investment loss | (153 | ) | — | — | (153 | ) | |||||
| Net other expense | (16,083 | ) | — | — | (16,083 | ) | |||||
| Income from continuing operations before income taxes | 139,747 | (46,193 | ) | — | 93,554 | ||||||
| Provision for income taxes | (32,878 | ) | 12,374 | — | (20,504 | ) | |||||
| Income from continuing operations | 106,869 | (33,819 | ) | — | 73,050 | ||||||
| Net loss attributable to redeemable noncontrolling interest from continuing operations | 378 | — | — | 378 | |||||||
| Net income from continuing operations | $ | 107,247 | $ | (33,819 | ) | $ | — | $ | 73,428 | ||
| Earnings per share from continuing operations: | |||||||||||
| Basic | $ | 1.83 | $ | 1.25 | |||||||
| Diluted | $ | 1.81 | $ | 1.24 | |||||||
| Weighted-average shares outstanding: | |||||||||||
| Basic shares | 58,540 | 58,540 | |||||||||
| Diluted shares | 59,330 | 59,330 |
Notes to June 30, 2019 Pro Forma Consolidated Statement of Income
| (a) | Represents the elimination of the operating results associated with the ACAMS, Becker, and OCL business disposition. |
|---|---|
| (b) | Represents the after-tax interest expense impact associated with the anticipated debt paydown had it occurred on July 1, 2018. The associated debt<br> paydown relates to agreements entered into during fiscal year 2021, resulting in no adjustments to this period. |
| --- | --- |