Covista Inc 8-K, filed Nov 2, 2021
Covista Inc. (CVSA)
About this 8-K
Covista Inc filed this 8-K on November 2, 2021.
Items reported
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 8.01 Other Assets
Following leadership changes during the first quarter of fiscal year 2022 and the acquisition of Walden University, Adtalem Global Education Inc. (“Adtalem”) made a change to its reportable segments to align with current strategic priorities and resource allocation (described below) beginning with the Quarterly Report on Form 10-Q for the quarter ended September 30, 2021. Prior periods will be presented in accordance with these changes in all future quarterly and annual filings. Previously, Adtalem reported based on two segments: the Medical and Healthcare segment and the Financial Services segment.
Reportable Segment* | Operating Segments | Changes |
Chamberlain | o Chamberlain University | Chamberlain University will be presented as a new stand-alone reportable segment and will no longer be combined with the Medical and Veterinary Schools in the Medical and Healthcare reportable segment, which has been eliminated. |
Walden | o Walden University | Walden University will be presented as a new stand-alone reportable segment as a result of Adtalem’s acquisition of Walden University on August 12, 2021. |
Medical and Veterinary | o Medical and Veterinary Schools | The Medical and Veterinary Schools will be presented as a new stand-alone reportable segment and will no longer be combined with Chamberlain University in the Medical and Healthcare reportable segment, which has been eliminated. |
Financial Services | o Financial Services | No changes. |
*Home Office and Other contains items not allocated to a reportable segment will be included to reconcile to reported consolidated results.
Management has determined that these reportable segments align with Adtalem’s future strategic priorities and resource allocations. Adtalem’s chief operating decision maker, its President and Chief Executive Officer, regularly reviews financial information and evaluates operating and management performance based on these new segments.
For informational purposes, Adtalem is furnishing certain unaudited financial information in the attached Exhibit 99.1 to provide investors with segment summary financial information and segment historical data that aligns with the new reporting segment structure. The schedules in Exhibit 99.1 provide unaudited summary financial information in accordance with the new reportable segments for the previously reported fiscal years ended June 30, 2020 and June 30, 2021 and the previously reported quarters in fiscal year 2021.
Additionally, for information purposes, Adtalem is furnishing certain unaudited financial information in the schedules in Exhibit 99.2 which include operating income by reportable segment on both a generally accepted accounting principles (“GAAP”) and a non-GAAP basis. Management believes that the non-GAAP disclosure of operating income excluding special items provides investors with useful supplemental information regarding the underlying business trends and performance of Adtalem’s ongoing operations and is useful for period-over-period comparisons of such operations given the nature of the special items. Adtalem uses these supplemental financial measures internally in its management and budgeting process. However, these non-GAAP financial measures should be viewed in addition to, and not as a substitute for, Adtalem’s reported results prepared in accordance with GAAP. No information is provided in Exhibit 99.1 or 99.2 with respect to the new Walden segment since Adtalem’s acquisition of Walden closed on August 12, 2021.
This information does not restate Adtalem’s previously reported consolidated financial statements for any period. It does not change Adtalem’s previously reported consolidated total assets, liabilities or shareholders’ equity or its reported consolidated net income or earnings per share, nor does it reflect any subsequent information or events, other than as required to reflect the change in reportable segments as described above. The updated information should be read in conjunction with our previously filed reports on Form 10-K and Form 10-Q.
Adtalem management expects to file its Quarterly Report on Form 10-Q for the quarter ended September 30, 2021 with the Securities and Exchange Commission on or about November 3, 2021.
Item 9.01 Financial Statements and Exhibits
Exhibit Number |
| Description |
99.1 | | |
99.2 | | |
104 | | Cover Page Interactive Data File (formatted as Inline XBRL) |
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. | |
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Date: November 2, 2021 |
| By: | /s/ Robert J. Phelan |
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| | Robert J. Phelan |
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| | Senior Vice President and Chief Financial Officer |
Exhibit 99.1
Adtalem Global Education Inc.
Schedule of Segment Summary Financial Information
(unaudited and amounts in thousands)
| | Years Ended | | Three Months Ended | ||||||||||||||
|
| June 30, |
| June 30, |
| September 30, |
| December 31, |
| March 31, |
| June 30, | ||||||
Revenue: | | | | | | | | | | | | | | | | | | |
Chamberlain | | $ | 511,655 | | $ | 563,814 | | $ | 133,764 | | $ | 141,977 | | $ | 146,313 | | $ | 141,760 |
Medical and Veterinary | | | 354,773 | | | 343,087 | | | 85,062 | | | 92,419 | | | 83,900 | | | 81,706 |
Financial Services | | | 185,573 | | | 205,479 | | | 49,415 | | | 48,715 | | | 50,441 | | | 56,908 |
Total consolidated revenue | | $ | 1,052,001 | | $ | 1,112,380 | | $ | 268,241 | | $ | 283,111 | | $ | 280,654 | | $ | 280,374 |
Operating income excluding special items: | | | | | | | | | | | | | | | | | | |
Chamberlain | | $ | 99,652 | | $ | 128,851 | | $ | 30,169 | | $ | 32,482 | | $ | 36,107 | | $ | 30,093 |
Medical and Veterinary | | | 68,092 | | | 67,852 | | | 22,841 | | | 18,808 | | | 14,977 | | | 11,226 |
Financial Services | | | 22,464 | | | 31,405 | | | 8,687 | | | 7,793 | | | 3,904 | | | 11,021 |
Home Office and Other | | | (24,099) | | | (25,228) | | | (7,332) | | | (6,516) | | | (5,911) | | | (5,469) |
Total consolidated operating income excluding special items | | | 166,109 | | | 202,880 | | | 54,365 | | | 52,567 | | | 49,077 | | | 46,871 |
Reconciliation to Consolidated Financial Statements: | | | | | | | | | | | | | | | | | | |
Restructuring expense | | | (28,628) | | | (9,804) | | | (4,223) | | | (1,165) | | | (1,217) | | | (3,199) |
Business acquisition and integration expense | | | - | | | (31,593) | | | (13,436) | | | (11,079) | | | (3,646) | | | (3,432) |
Gain on sale of assets | | | 4,779 | | | - | | | - | | | - | | | - | | | - |
Total consolidated operating income | | | 142,260 | | | 161,483 | | | 36,706 | | | 40,323 | | | 44,214 | | | 40,240 |
Net other income (expense) | | | 94,919 | | | (34,633) | | | (2,170) | | | (1,512) | | | (7,166) | | | (23,785) |
Total consolidated income from continuing operations before income taxes | | $ | 237,179 | | $ | 126,850 | | $ | 34,536 | | $ | 38,811 | | $ | 37,048 | | $ | 16,455 |
Segment assets: | | | | | | | | | | | | | | | | | | |
Chamberlain | | $ | 483,563 | | $ | 484,110 | | $ | 212,177 | | $ | 207,810 | | $ | 205,625 | | $ | 484,110 |
Medical and Veterinary | | | 748,388 | | | 773,168 | | | 764,205 | | | 779,466 | | | 733,747 | | | 773,168 |
Financial Services | | | 580,272 | | | 577,958 | | | 579,634 | | | 590,045 | | | 591,004 | | | 577,958 |
Home Office and Other | | | 416,464 | | | 1,218,600 | | | 773,881 | | | 667,343 | | | 1,500,624 | | | 1,218,600 |
Total consolidated assets | | $ | 2,228,687 | | $ | 3,053,836 | | $ | 2,329,897 | | $ | 2,244,664 | | $ | 3,031,000 | | $ | 3,053,836 |
Capital expenditures: | | | | | | | | | | | | | | | | | | |
Chamberlain | | $ | 19,920 | | $ | 28,631 | | $ | 7,751 | | $ | 4,843 | | $ | 6,876 | | $ | 9,161 |
Medical and Veterinary | | | 5,414 | | | 4,121 | | | 1,515 | | | 780 | | | 526 | | | 1,300 |
Financial Services | | | 4,532 | | | 8,783 | | | 2,127 | | | 2,344 | | | 1,782 | | | 2,530 |
Home Office and Other | | | 14,271 | | | 7,129 | | | 3,050 | | | 1,765 | | | 1,485 | | | 829 |
Total consolidated capital expenditures | | $ | 44,137 | | $ | 48,664 | | $ | 14,443 | | $ | 9,732 | | $ | 10,669 | | $ | 13,820 |
Depreciation expense: | | | | | | | | | | | | | | | | | | |
Chamberlain | | $ | 14,869 | | $ | 16,123 | | $ | 3,840 | | $ | 4,067 | | $ | 4,091 | | $ | 4,125 |
Medical and Veterinary | | | 14,195 | | | 14,431 | | | 3,533 | | | 3,623 | | | 3,646 | | | 3,629 |
Financial Services | | | 2,010 | | | 3,568 | | | 729 | | | 800 | | | 902 | | | 1,137 |
Home Office and Other | | | 3,354 | | | 3,476 | | | 873 | | | 860 | | | 901 | | | 842 |
Total consolidated depreciation expense | | $ | 34,428 | | $ | 37,598 | | $ | 8,975 | | $ | 9,350 | | $ | 9,540 | | $ | 9,733 |
Intangible asset amortization expense: | | | | | | | | | | | | | | | | | | |
Financial Services | | $ | 10,262 | | $ | 10,073 | | $ | 2,518 | | $ | 2,519 | | $ | 2,518 | | $ | 2,518 |
Total consolidated intangible asset amortization expense | | $ | 10,262 | | $ | 10,073 | | $ | 2,518 | | $ | 2,519 | | $ | 2,518 | | $ | 2,518 |
Exhibit 99.2
Adtalem Global Education Inc.
Schedule of non-GAAP Operating Income
(unaudited and amounts in thousands)
| | Years Ended | | Three Months Ended | ||||||||||||||
|
| June 30, |
| June 30, |
| September 30, |
| December 31, |
| March 31, |
| June 30, | ||||||
Chamberlain: | | | | | | | | | | | | | | | | | | |
Operating income (GAAP) | | $ | 99,361 | | $ | 128,851 | | $ | 30,169 | | $ | 32,482 | | $ | 36,107 | | $ | 30,093 |
Restructuring expense | | | 291 | | | - | | | - | | | - | | | - | | | - |
Operating income excluding special items (non-GAAP) | | $ | 99,652 | | $ | 128,851 | | $ | 30,169 | | $ | 32,482 | | $ | 36,107 | | $ | 30,093 |
| | | | | | | | | | | | | | | | | | |
Medical and Veterinary: | | | | | | | | | | | | | | | | | | |
Operating income (GAAP) | | $ | 66,676 | | $ | 67,852 | | $ | 22,841 | | $ | 18,808 | | $ | 14,977 | | $ | 11,226 |
Restructuring expense | | | 1,416 | | | - | | | - | | | - | | | - | | | - |
Operating income excluding special items (non-GAAP) | | $ | 68,092 | | $ | 67,852 | | $ | 22,841 | | $ | 18,808 | | $ | 14,977 | | $ | 11,226 |
| | | | | | | | | | | | | | | | | | |
Financial Services: | | | | | | | | | | | | | | | | | | |
Operating income (GAAP) | | $ | 17,622 | | $ | 28,361 | | $ | 7,272 | | $ | 7,793 | | $ | 3,904 | | $ | 9,392 |
Restructuring expense | | | 4,842 | | | 3,044 | | | 1,415 | | | - | | | - | | | 1,629 |
Operating income excluding special items (non-GAAP) | | $ | 22,464 | | $ | 31,405 | | $ | 8,687 | | $ | 7,793 | | $ | 3,904 | | $ | 11,021 |
| | | | | | | | | | | | | | | | | | |
Home Office and Other: | | | | | | | | | | | | | | | | | | |
Operating loss (GAAP) | | $ | (41,399) | | $ | (63,581) | | $ | (23,576) | | $ | (18,760) | | $ | (10,774) | | $ | (10,471) |
Restructuring expense | | | 22,079 | | | 6,760 | | | 2,808 | | | 1,165 | | | 1,217 | | | 1,570 |
Business acquisition and integration expense | | | - | | | 31,593 | | | 13,436 | | | 11,079 | | | 3,646 | | | 3,432 |
Gain on sale of assets | | | (4,779) | | | - | | | - | | | - | | | - | | | - |
Operating loss excluding special items (non-GAAP) | | $ | (24,099) | | $ | (25,228) | | $ | (7,332) | | $ | (6,516) | | $ | (5,911) | | $ | (5,469) |
| | | | | | | | | | | | | | | | | | |
Adtalem Global Education: | | | | | | | | | | | | | | | | | | |
Operating income (GAAP) | | $ | 142,260 | | $ | 161,483 | | $ | 36,706 | | $ | 40,323 | | $ | 44,214 | | $ | 40,240 |
Restructuring expense | | | 28,628 | | | 9,804 | | | 4,223 | | | 1,165 | | | 1,217 | | | 3,199 |
Business acquisition and integration expense | | | - | | | 31,593 | | | 13,436 | | | 11,079 | | | 3,646 | | | 3,432 |
Gain on sale of assets | | | (4,779) | | | - | | | - | | | - | | | - | | | - |
Operating income excluding special items (non-GAAP) | | $ | 166,109 | | $ | 202,880 | | $ | 54,365 | | $ | 52,567 | | $ | 49,077 | | $ | 46,871 |