Covista Inc 8-K, filed Mar 10, 2022

Covista Inc. (CVSA)

8-K 2022-03-10 For: 2022-03-10

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Added on April 10, 2026

About this 8-K

Covista Inc filed this 8-K on March 10, 2022.

Items reported

Item 2.01: Completed an acquisition or sale of assets
Item 7.01: Regulation FD disclosure
Item 9.01: Financial statements and exhibits

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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)

Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock $0.01 Par Value	ATGE	New York Stock Exchange
Common Stock $0.01 Par Value	ATGE	Chicago Stock Exchange

	2.1	Equity Purchase Agreement by and among McKissock, Amber Purchaser, and Adtalem Global Education Inc., dated as of January 24, 2022, (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 Consolidated Financial Statements

	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)


	December 31, 2021
				Transaction Accounting Adjustments
	Adtalem			Disposition				Debt				Adtalem
	Historical			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

Covista Inc 8-K, filed Mar 10, 2022

About this 8-K

Items reported

Adtalem Global Education Completes Divestiture of Financial Services Segment

Contacts

	• 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.


	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


	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


	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


	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