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8-K 2023-02-02 For: 2023-02-02
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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): February 2, 2023

ADTALEM GLOBAL EDUCATION INC.

(Exact name of registrant as specified in its charter)

Delaware 001-13988 36-3150143
(State or other jurisdiction<br><br> <br>of incorporation) (Commission<br><br> <br>File Number) (IRS Employer<br><br> <br>Identification No.)
500 West Monroe
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Chicago, Illinois 60661
(Address of principal executive offices) (Zip Code)

(312) 651-1400

(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 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 2.02             Results of

      Operations and Financial Condition

On February 2, 2023, Adtalem Global Education Inc. (“Adtalem”) issued a press release announcing its second quarter fiscal 2023 academic, operating and financial results.  The press release is attached hereto as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.

The information furnished pursuant to this Item 2.02, including Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of Adtalem under the Securities Act of 1933, as amended, or the Exchange Act.

Forward-Looking Statements

Certain statements contained in this Form 8-K and related press release are forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements provide current expectations of future events based on certain assumptions and include any statement that does not directly relate to any historical or current fact, which includes statements regarding the future impacts of the COVID-19 pandemic and the expected synergies from the  Walden acquisition.  Forward-looking statements can also be identified by words such as “future,” “believe,” “expect,” “anticipate,” “estimate,” “plan,” “intend,” “may,” “will,” “would,” “could,” “can,” “continue,” “preliminary,” “range,” and similar terms. These forward-looking statements are subject to risk and uncertainties that could cause actual results to differ materially from those described in the statements. These risks and uncertainties include the risk factors described in Item 1A. “Risk Factors” of our most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission (SEC) and our other filings with the SEC.

These forward-looking statements are based on information as of February 2, 2023, and Adtalem assumes no obligation to publicly update or revise its forward-looking statements even if experience or future changes make it clear that any projected results expressed or implied therein will not be realized, except as required by law.

Item 9.01            Financial Statements and Exhibits

99.1

Press Release of Adtalem Global Education Inc., dated February 2, 2023.

a53298458ex991.htm

a53298458ex991.htm

a53298458ex991.htm


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<br><br> <br>(Principal Financial Officer)

Date: February 2, 2023

Exhibit 99.1

News Release<br><br> <br><br><br> <br>Investor Contact<br><br> <br>Chandrika Nigam<br><br> <br>Chandrika.Nigam@Adtalem.com<br><br> <br>312-681-3209
Media Contact<br><br> <br>Rosalind D’Eugenio<br><br> <br>Rosalind.Deugenio@adtalem.com<br><br> <br>312-906-6600

Adtalem Global Education Announces Fiscal Second Quarter 2023 Results

Ongoing margin expansion supported by solid operational execution

CHICAGO – Feb. 2, 2023 – Adtalem Global Education Inc. (NYSE: ATGE), a national leader in post-secondary education and a leading provider of professional talent to the healthcare industry, today reported academic, operating and financial results for its second quarter fiscal 2023 ended Dec. 31, 2022.

“During the second quarter, we maintained our commitment to disciplined operational execution and enhanced student outcomes, which delivered solid results. Our ability to maximize operational effectiveness across our institutions, coupled with the implementation of a number of transformational initiatives, gives us confidence that we remain on track to deliver on our full year expectations,” said Steve Beard, president and CEO of Adtalem Global Education.

Beard continued, “Our teams have done an impressive job building the foundation to advance Adtalem’s leading position in healthcare education, supporting an expanding margin profile while positioning us for sustainable, long-term growth. Heading into the latter half of fiscal 2023, we remain optimistic that the demand environment will see modest improvement. Our strategic investments and enhanced operational effectiveness leave us well prepared to maximize the benefit of an improved macro dynamic for the benefit of all our stakeholders.”

Financial Highlights

Selected financial data for the three months ended Dec. 31, 2022:

Revenue of $363.3 million decreased 2.1% compared with the prior year

Diluted earnings per share increased to $0.52 from $0.36 in the prior year; adjusted earnings per share increased to $1.17 or by 56.0%, compared with $0.75 in the prior year
Operating income was $46.0 million, compared with $24.7 million in the prior year; adjusted operating income was $79.5 million, an increase of 13.2% compared with the prior year. Operating margin was<br> 12.7% and adjusted operating margin increased to 21.9% from 18.9%
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Net income was $24.1 million, compared with $17.9 million in the prior year; adjusted net income was $54.2 million, an increase of 43.4% compared with the prior year
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Adjusted EBITDA was $92.1 million, an increase of 7.0% compared with the prior year; adjusted EBITDA margin expanded by 220 basis points to 25.4% from 23.2%
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Gross debt was reduced by $50 million, representing a 6.6% decrease from the prior quarter end gross debt balance
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Selected financial data for the six months ended Dec. 31, 2022:

Revenue of $717.9 million increased 8.7% compared with the prior year primarily due to the timing of the acquisition of Walden
Diluted earnings per share was $0.57 compared with diluted loss per share of $0.81 in the prior year; adjusted earnings per share increased to $2.06 or by 87.3%, compared with $1.10 in the prior year
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Operating income was $69.1 million, compared with $2.7 million in the prior year; adjusted operating income was $144.6 million, an increase of 35.6% compared with the prior year. Operating margin was<br> 9.6% and adjusted operating margin increased to 20.1% from 16.2%
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Net income was $26.3 million compared with a net loss of $40.2 million in the prior year, adjusted net income was $95.2 million, an increase of 71.9% compared with the prior year
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Adjusted EBITDA was $174.2 million, an increase of 27.6%, compared with the prior year; adjusted EBITDA margin expanded by 360 basis points to 24.3% compared with 20.7% in the prior year
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Business Highlights

Chamberlain University launched<br> a home health specialty initiative with $1.2 million grant from American Nurses Foundation awarded to Chamberlain in May for its Practice Ready Specialty Focused^TM^ model to address the dire need of<br> healthcare professionals in continuing care and home health.

Walden University, a pioneer<br> in flexible learning, launched the Believe and Achieve Scholarship^TM^ in line with its mission to empower students throughout their educational journey, paving a way for them to effect change in<br> their careers and the communities they serve.
Adtalem was named one of<br> America’s Most Responsible Companies 2023 by Newsweek magazine and Statista Inc. Statista is the world-leading statistics portal and industry ranking provider.  Adtalem was selected based on key<br> performance indicators derived from corporate social responsibility reports, as well as an independent survey of U.S. residents.
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Michael Malafronte was<br> elected as Chairman of Adtalem's board of directors. Having previously served as an independent director since 2016, Malafronte will lead the board’s oversight of Adtalem’s vision and strategy.
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Blake Simpson was appointed<br> as Senior Vice President and Chief Communications Officer.  In this newly created role, Simpson is responsible for the development and implementation of Adtalem’s enterprise brand and communications<br> strategy, including investor, government, and media relations, as well as sustainability.
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Segment Highlights

Chamberlain

Revenue in the second quarter increased to $141.4 million from $139.1 million in the prior year, and segment operating income increased 30.5% to $33.2 million primarily due to continued benefit from value capture initiatives and lower labor costs. Adjusted EBITDA increased to $37.7 million or by 17.2% compared with the prior year.

Total student enrollment decreased 0.8% compared with the prior year, primarily attributable to growth in pre-licensure nursing programs offset by declines in post-licensure nursing programs.

Walden

Revenue in the second quarter decreased to $131.9 million from $140.6 million in the prior year. Segment operating income increased to $12.8 million. Adjusted segment operating income decreased by 10.5% to $29.0 million compared with the prior year, due to lower revenue, partially offset by lower expenses. Adjusted EBITDA decreased to $31.6 million or by 11.5% compared with the prior year.


Total student enrollment decreased 7.8% compared with the prior year, which was primarily attributable to headwinds faced by post-licensure nursing programs.

Medical and Veterinary

Revenue in the second quarter decreased to $90.0 million from $91.5 million in the prior year. Segment operating income increased 17.5% to $22.9 million compared with the prior year due to continued benefit from cost discipline initiatives. Adjusted EBITDA increased to $26.3 million or by 8.0% compared with the prior year.

Adtalem Outlook

Adtalem reaffirmed its guidance of fiscal year 2023 revenue to be within the range of $1,380 million and $1,450 million, and adjusted earnings per share to be within the range of $3.95 to $4.20.

Conference Call and Webcast Information

Adtalem will hold a conference call to discuss its fiscal 2023 second quarter on Thursday, Feb. 2, 2023, at 4 p.m. CST (5 p.m. EST). The conference call will be led by Steve Beard, president and chief executive officer, and Bob Phelan, senior vice president and chief financial officer. For those participating by telephone, dial 877-407-6184 (United States) or +1 201-389-0877 (outside the United States) and request the “Adtalem Call” or use conference ID: 13734624. Adtalem will also broadcast the conference call live on the web at:

https://event.choruscall.com/mediaframe/webcast.html?webcastid=N0txs9lD.

Please access the website at least 15 minutes prior to the start of the call to register, download and install any necessary audio software.


Adtalem will archive a replay of the call until March 3, 2023. To access the replay, dial 877-660-6853 (United States) or +1 201-612-7415 (outside the United States), conference ID: 13734624, or visit the Adtalem website at: https://investors.adtalem.com/overview/default.aspx.

About Adtalem Global Education

Adtalem Global Education (NYSE: ATGE) is a national leader in post-secondary education and leading 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’s family of institutions has more than 300,000 alumni and 10,000 employees. Adtalem was named one of America’s Most Responsible Companies in 2021 and 2023 by Newsweek and Statista, and one of America’s Best Employers for Diversity in 2021 and 2022 by Forbes and Statista. Visit Adtalem.com for more information and follow on Twitter and LinkedIn.

Forward-Looking Statements

Certain statements contained in this release are forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements provide current expectations of future events based on certain assumptions and include any statement that does not directly relate to any historical or current fact, which includes statements regarding the future impacts of the COVID-19 pandemic, and the expected synergies from the Walden acquisition. Forward-looking statements can also be identified by words such as “future,” “believe,” “expect,” “anticipate,” “estimate,” “plan,” “intend,” “may,” “will,” “would,” “could,” “can,” “continue,” “preliminary,” “range,” and similar terms. These forward-looking statements are subject to risk and uncertainties that could cause actual results to differ materially from those described in the statements. These risk and uncertainties include the risk factors described in Item 1A. “Risk Factors” of our most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission (SEC) and our other filings with the SEC. These forward-looking statements are based on information available to us as of the date any such statements are made, and we do not undertake any obligation to update any forward-looking statement, except as required by law.


Q2 2023 Q2 2022 % Change
Adtalem Global Education Student Enrollments
Total students^(1)^ 76,980 80,255 -4.1 %
Chamberlain University
Total students 33,390 33,648 -0.8 %
Walden University^(3)^
Walden University
Total students 37,956 41,158 -7.8 %
Walden University^(3)^
Medical & Veterinary^(2)^
Total students 5,634 5,449 3.4 %
(1) Represents total students attending sessions during each institution’s most recent enrollment period in Q2 FY 2023 and Q2 FY 2022
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(2) Medical and Veterinary segment does not have an intake period during the fiscal second quarter
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Adtalem Global Education Inc.

Consolidated Balance Sheets

(unaudited)

(in thousands, except par value)

June 30, December 31,
2022 2021
Assets:
Current assets:
Cash and cash equivalents 207,776 $ 346,973 $ 275,420
Restricted cash 2,234 964 1,224
Accounts receivable, net 99,542 81,635 92,744
Prepaid expenses and other current assets 113,564 126,467 166,722
Current assets held for sale 74,397
Total current assets 423,116 556,039 610,507
Noncurrent assets:
Property and equipment, net 275,617 289,926 301,666
Operating lease assets 175,097 177,995 155,356
Deferred income taxes 52,460 51,093 61,536
Intangible assets, net 838,873 873,577 923,701
Goodwill 961,262 961,262 960,058
Other assets, net 116,613 119,283 117,621
Noncurrent assets held for sale 529,328
Total noncurrent assets 2,419,922 2,473,136 3,049,266
Total assets 2,843,038 $ 3,029,175 $ 3,659,773
Liabilities and shareholders' equity:
Current liabilities:
Accounts payable 71,189 $ 57,140 $ 65,422
Accrued payroll and benefits 42,465 66,642 52,086
Accrued liabilities 93,705 98,124 134,585
Deferred revenue 115,658 144,840 124,347
Current operating lease liabilities 48,445 50,781 54,845
Current portion of long-term debt 8,500
Current liabilities held for sale 57,690
Total current liabilities 371,462 417,527 497,475
Noncurrent liabilities:
Long-term debt 693,781 838,908 1,599,538
Long-term operating lease liabilities 166,496 177,045 155,827
Deferred income taxes 26,676 25,554 27,127
Other liabilities 61,901 65,074 58,040
Noncurrent liabilities held for sale 32,086
Total noncurrent liabilities 948,854 1,106,581 1,872,618
Total liabilities 1,320,316 1,524,108 2,370,093
Commitments and contingencies
Redeemable noncontrolling interest 1,790
Shareholders' equity:
Common stock, 0.01 par value per share, 200,000 shares authorized; 45,443, 45,177, and <br> 49,797 shares outstanding as of December 31, 2022, June 30, 2022, and December 31, 2021, <br> respectively 822 818 817
Additional paid-in capital 561,376 521,848 542,296
Retained earnings 2,349,146 2,322,810 1,964,954
Accumulated other comprehensive loss (2,227 ) (960 ) (634 )
Treasury stock, at cost, 36,713, 36,619, and 31,908 shares as of December 31, 2022, June 30, <br> 2022, and December 31, 2021, respectively (1,386,395 ) (1,339,449 ) (1,219,543 )
Total shareholders' equity 1,522,722 1,505,067 1,287,890
Total liabilities and shareholders' equity 2,843,038 $ 3,029,175 $ 3,659,773

All values are in US Dollars.


Adtalem Global Education Inc.

Consolidated Statements of Income (Loss)

(unaudited)

(in thousands, except per share data)

Three Months Ended Six Months Ended
December 31, December 31,
2022 2021 2022 2021
Revenue $ 363,302 $ 371,198 $ 717,861 $ 660,268
Operating cost and expense:
Cost of educational services 159,303 180,420 318,948 332,470
Student services and administrative expense 140,668 153,597 289,009 283,033
Restructuring expense 1,363 3,387 16,428 6,481
Business acquisition and integration expense 15,941 9,060 24,356 35,613
Total operating cost and expense 317,275 346,464 648,741 657,597
Operating income 46,027 24,734 69,120 2,671
Interest expense (15,589 ) (25,929 ) (33,349 ) (73,322 )
Other (expense) income, net (2,574 ) 861 (1,007 ) 1,739
Income (loss) from continuing operations before income taxes 27,864 (334 ) 34,764 (68,912 )
(Provision for) benefit from income taxes (4,247 ) 39,368 (5,301 ) 30,764
Income (loss) from continuing operations 23,617 39,034 29,463 (38,148 )
Discontinued operations:
Income (loss) from discontinued operations before income taxes 524 4,159 (2,914 ) (1,891 )
Gain (loss) on disposal of discontinued operations before income taxes 185 (3,174 )
(Provision for) benefit from income taxes (182 ) (25,340 ) 2,961 (112 )
Income (loss) from discontinued operations 527 (21,181 ) (3,127 ) (2,003 )
Net income (loss) $ 24,144 $ 17,853 $ 26,336 $ (40,151 )
Earnings (loss) per share:
Basic:
Continuing operations $ 0.52 $ 0.78 $ 0.65 $ (0.77 )
Discontinued operations $ 0.01 $ (0.43 ) $ (0.07 ) $ (0.04 )
Total basic earnings (loss) per share $ 0.53 $ 0.36 $ 0.58 $ (0.81 )
Diluted:
Continuing operations $ 0.51 $ 0.78 $ 0.64 $ (0.77 )
Discontinued operations $ 0.01 $ (0.42 ) $ (0.07 ) $ (0.04 )
Total diluted earnings (loss) per share $ 0.52 $ 0.36 $ 0.57 $ (0.81 )
Weighted-average shares outstanding:
Basic shares 45,425 49,776 45,350 49,719
Diluted shares 46,121 50,237 46,232 49,719

Adtalem Global Education Inc.

Consolidated Statements of Cash Flows

            \(unaudited\)

(in thousands)

Six Months Ended
December 31,
2022 2021
Operating activities:
Net income (loss) $ 26,336 $ (40,151 )
Loss from discontinued operations 3,127 2,003
Income (loss) from continuing operations 29,463 (38,148 )
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Stock-based compensation expense 8,113 13,931
Amortization and impairments to operating lease assets 28,612 24,421
Depreciation 21,461 22,130
Amortization of intangible assets 34,704 47,150
Amortization and write-off of debt discount and issuance costs 6,819 19,985
Provision for bad debts 14,275 12,577
Deferred income taxes (245 ) (9,331 )
Loss on disposals, accelerated depreciation, and impairments to property and equipment 3,483 266
Gain on extinguishment of debt (71 )
Loss on investment 5,000
Changes in assets and liabilities:
Accounts receivable (25,045 ) (33,765 )
Prepaid expenses and other current assets 227 (29,686 )
Accounts payable 13,233 (8,304 )
Accrued payroll and benefits (24,145 ) (26,594 )
Accrued liabilities (4,849 ) (10,524 )
Deferred revenue (29,182 ) 44,582
Operating lease liabilities (25,923 ) (23,027 )
Other assets and liabilities (13,654 ) (24,631 )
Net cash provided by (used in) operating activities-continuing operations 42,276 (18,968 )
Net cash (used in) provided by operating activities-discontinued operations (862 ) 20,062
Net cash provided by operating activities 41,414 1,094
Investing activities:
Capital expenditures (9,747 ) (14,772 )
Payment for purchase of business, net of cash and restricted cash acquired (1,488,054 )
Net cash used in investing activities-continuing operations (9,747 ) (1,502,826 )
Net cash used in investing activities-discontinued operations (2,199 )
Payment for working capital adjustment for sale of business (3,174 )
Net cash used in investing activities (12,921 ) (1,505,025 )
Financing activities:
Proceeds from exercise of stock options 1,422 8,200
Employee taxes paid on withholding shares (4,108 ) (2,518 )
Proceeds from stock issued under Colleague Stock Purchase Plan 289 244
Payment on equity forward contract (13,162 )
Proceeds from long-term debt 850,000
Repayments of long-term debt (150,861 ) (291,000 )
Payment of debt discount and issuance costs (49,553 )
Net cash (used in) provided by financing activities (166,420 ) 515,373
Effect of exchange rate changes on cash, cash equivalents and restricted cash 36
Net decrease in cash, cash equivalents and restricted cash (137,927 ) (988,522 )
Cash, cash equivalents and restricted cash at beginning of period 347,937 1,313,616
Cash, cash equivalents and restricted cash at end of period 210,010 325,094
Less: cash, cash equivalents and restricted cash of discontinued operations at end of period 48,450
Cash, cash equivalents and restricted cash of continuing operations at end of period $ 210,010 $ 276,644
Non-cash investing and financing activities:
Accrued capital expenditures $ 5,209 $ 3,247

Adtalem Global Education Inc.

Segment Information

(unaudited)

(in thousands)

Three Months Ended Six Months Ended
December 31, December 31,
Increase/(Decrease) Increase/(Decrease)
2022 2021 % 2022 2021 %
Revenue:
Chamberlain $ 141,396 $ 139,121 1.6 % $ 276,801 $ 274,760 0.7 %
Walden 131,940 140,627 ) (6.2 )% 262,841 209,244 25.6 %
Medical and Veterinary 89,966 91,450 ) (1.6 )% 178,219 176,264 1.1 %
Total consolidated revenue $ 363,302 $ 371,198 ) (2.1 )% $ 717,861 $ 660,268 8.7 %
Operating income (loss):
Chamberlain $ 33,229 $ 25,456 30.5 % $ 59,413 $ 46,311 28.3 %
Walden 12,795 (2,443 ) NM 14,578 (14,089 ) NM
Medical and Veterinary 22,930 19,518 17.5 % 33,458 35,183 ) (4.9 )%
Home Office and Other (22,927 ) (17,797 ) ) (28.8 )% (38,329 ) (64,734 ) 40.8 %
Total consolidated operating income $ 46,027 $ 24,734 86.1 % $ 69,120 $ 2,671 2,487.8 %

All values are in US Dollars.

Non-GAAP Financial Measures and Reconciliations

We believe that certain non-GAAP financial measures provide investors with useful supplemental information regarding the underlying business trends and performance of Adtalem’s ongoing operations as seen through the eyes of management and are useful for period-over-period comparisons. We use these supplemental non-GAAP financial measures internally in our assessment of performance and budgeting process. However, these non-GAAP financial measures should not be considered as a substitute for, or superior to, measures of financial performance prepared in accordance with GAAP. The following are non-GAAP financial measures used in the subsequent GAAP to non-GAAP reconciliation tables:

Adjusted net income (most comparable GAAP measure: net income (loss)) – Measure of Adtalem’s net income (loss) adjusted for deferred revenue adjustment, CEO transition costs, restructuring expense, business acquisition and integration expense, intangible amortization expense, pre-acquisition interest expense, write-off of debt discount and issuance costs, gain on extinguishment of debt, investment impairment, and net (income) loss from discontinued operations.

Adjusted earnings per share (most comparable GAAP measure: earnings (loss) per share) – Measure of Adtalem’s diluted earnings (loss) per share adjusted for deferred revenue adjustment, CEO transition costs, restructuring expense, business acquisition and integration expense, intangible amortization expense, pre-acquisition interest expense, write-off of debt discount and issuance costs, gain on extinguishment of debt, investment impairment, and net (income) loss from discontinued operations.

Adjusted operating income (most comparable GAAP measure: operating income) – Measure of Adtalem’s operating income adjusted for deferred revenue adjustment, CEO transition costs, restructuring expense, business acquisition and integration expense, and intangible amortization expense. This measure is applied on a consolidated and segment basis, depending on the context of the discussion.

Adjusted EBITDA (most comparable GAAP measure: net income (loss)) – Measure of Adtalem’s net income (loss) adjusted for net (income) loss from discontinued operations, interest expense, other expense (income), net, provision for (benefit from) income taxes, depreciation and amortization, stock-based compensation, deferred revenue adjustment, CEO transition costs, restructuring expense, and business acquisition and integration expense. This measure is applied on a consolidated and segment basis, depending on the context of the discussion. Income taxes, interest expense, and other expense (income), net is not recorded at the reportable segments, and therefore, the segment adjusted EBITDA reconciliations begin with operating income.

Free cash flow (most comparable GAAP measure: net cash provided by operating activities-continuing operations) – Defined as net cash provided by operating activities-continuing operations less capital expenditures.

Net debt – Defined as long-term debt less cash and cash equivalents.

Net leverage – Defined as net debt divided by adjusted EBITDA.


A description of special items in our non-GAAP financial measures described above are as follows:

Deferred revenue adjustment related to a revenue purchase accounting adjustment to record Walden’s deferred revenue at fair value.
CEO transition costs related to acceleration of stock-based compensation expense.
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Restructuring expense primarily related to plans to achieve synergies with the Walden acquisition and real estate consolidations at Walden, Medical and Veterinary, and Adtalem’s home office.
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Business acquisition and integration expense include expenses related to the Walden acquisition and certain costs related to growth transformation initiatives.
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Intangible amortization expense on acquired intangible assets.
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Pre-acquisition interest expense related to financing arrangements in connection with the Walden acquisition, write-off of debt discount and issuance costs and gain on extinguishment of debt<br> related to prepayments of debt, and impairment of an equity investment.
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Net (income) loss from discontinued operations includes the operations of ACAMS, Becker, OCL, and EduPristine, in addition to costs related to DeVry University.


Adtalem Global Education Inc.

Non-GAAP Operating Income by Segment

(unaudited)

(in thousands)

Three Months Ended Six Months Ended
December 31, December 31,
Increase/(Decrease) Increase/(Decrease)
2022 2021 % 2022 2021 %
Chamberlain:
Operating income (GAAP) $ 33,229 $ 25,456 30.5 % $ 59,413 $ 46,311 28.3 %
Restructuring expense 335 ) 818 335
Adjusted operating income (non-GAAP) $ 33,229 $ 25,791 28.8 % $ 60,231 $ 46,646 29.1 %
Operating margin (GAAP) 23.5 % 18.3 % 21.5 % 16.9 %
Operating margin (non-GAAP) 23.5 % 18.5 % 21.8 % 17.0 %
Walden:
Operating income (loss) (GAAP) $ 12,795 $ (2,443 ) NM $ 14,578 $ (14,089 ) NM
Deferred revenue adjustment 2,354 ) 8,561 )
Restructuring expense 41 1,791 ) 3,121 1,791
Intangible amortization expense 16,176 30,699 ) 34,704 47,150 )
Adjusted operating income (non-GAAP) $ 29,012 $ 32,401 ) (10.5 )% $ 52,403 $ 43,413 20.7 %
Operating margin (GAAP) 9.7 % (1.7 )% 5.5 % (6.7 )%
Operating margin (non-GAAP) 22.0 % 23.0 % 19.9 % 20.7 %
Medical and Veterinary:
Operating income (GAAP) $ 22,930 $ 19,518 17.5 % $ 33,458 $ 35,183 ) (4.9 )%
Restructuring expense 87 188 ) 6,913 188
Adjusted operating income (non-GAAP) $ 23,017 $ 19,706 16.8 % $ 40,371 $ 35,371 14.1 %
Operating margin (GAAP) 25.5 % 21.3 % 18.8 % 20.0 %
Operating margin (non-GAAP) 25.6 % 21.5 % 22.7 % 20.1 %
Home Office and Other:
Operating loss (GAAP) $ (22,927 ) $ (17,797 ) ) (28.8 )% $ (38,329 ) $ (64,734 ) 40.8 %
CEO transition costs 6,195 )
Restructuring expense 1,235 1,073 5,576 4,167
Business acquisition and integration expense 15,941 9,060 24,356 35,613 )
Adjusted operating loss (non-GAAP) $ (5,751 ) $ (7,664 ) 25.0 % $ (8,397 ) $ (18,759 ) 55.2 %
Adtalem Global Education:
Operating income (GAAP) $ 46,027 $ 24,734 86.1 % $ 69,120 $ 2,671 2,487.8 %
Deferred revenue adjustment 2,354 ) 8,561 )
CEO transition costs 6,195 )
Restructuring expense 1,363 3,387 ) 16,428 6,481
Business acquisition and integration expense 15,941 9,060 24,356 35,613 )
Intangible amortization expense 16,176 30,699 ) 34,704 47,150 )
Adjusted operating income (non-GAAP) $ 79,507 $ 70,234 13.2 % $ 144,608 $ 106,671 35.6 %
Operating margin (GAAP) 12.7 % 6.7 % 9.6 % 0.4 %
Operating margin (non-GAAP) 21.9 % 18.9 % 20.1 % 16.2 %

All values are in US Dollars.


Adtalem Global Education Inc.

Non-GAAP Adjusted EBITDA by Segment

(unaudited)

(in thousands)

Three Months Ended Six Months Ended
December 31, December 31,
Increase/(Decrease) Increase/(Decrease)
2022 2021 % 2022 2021 %
Chamberlain:
Operating income (GAAP) $ 33,229 $ 25,456 30.5 % $ 59,413 $ 46,311 28.3 %
Restructuring expense 335 ) 818 335
Depreciation 4,099 4,726 ) 8,580 9,310 )
Stock-based compensation 404 1,688 ) 2,677 3,235 )
Adjusted EBITDA (non-GAAP) $ 37,732 $ 32,205 17.2 % $ 71,488 $ 59,191 20.8 %
Adjusted EBITDA margin (non-GAAP) 26.7 % 23.1 % 25.8 % 21.5 %
Walden:
Operating income (loss) (GAAP) $ 12,795 $ (2,443 ) NM $ 14,578 $ (14,089 ) NM
Deferred revenue adjustment 2,354 ) 8,561 )
Restructuring expense 41 1,791 ) 3,121 1,791
Intangible amortization expense 16,176 30,699 ) 34,704 47,150 )
Depreciation 2,269 2,516 ) 4,864 4,228
Stock-based compensation 286 760 ) 2,191 1,467
Adjusted EBITDA (non-GAAP) $ 31,567 $ 35,677 ) (11.5 )% $ 59,458 $ 49,108 21.1 %
Adjusted EBITDA margin (non-GAAP) 23.9 % 25.4 % 22.6 % 23.5 %
Medical and Veterinary:
Operating income (GAAP) $ 22,930 $ 19,518 17.5 % $ 33,458 $ 35,183 ) (4.9 )%
Restructuring expense 87 188 ) 6,913 188
Depreciation 3,031 3,645 ) 6,136 7,100 )
Stock-based compensation 229 971 ) 1,704 1,899 )
Adjusted EBITDA (non-GAAP) $ 26,277 $ 24,322 8.0 % $ 48,211 $ 44,370 8.7 %
Adjusted EBITDA margin (non-GAAP) 29.2 % 26.6 % 27.1 % 25.2 %
Home Office and Other:
Operating loss (GAAP) $ (22,927 ) $ (17,797 ) ) (28.8 )% $ (38,329 ) $ (64,734 ) 40.8 %
CEO transition costs 6,195 )
Restructuring expense 1,235 1,073 5,576 4,167
Business acquisition and integration expense 15,941 9,060 24,356 35,613 )
Depreciation 1,257 744 1,881 1,492
Stock-based compensation 1,049 801 1,541 1,135
Adjusted EBITDA (non-GAAP) $ (3,445 ) $ (6,119 ) 43.7 % $ (4,975 ) $ (16,132 ) 69.2 %
Adtalem Global Education:
Net income (loss) (GAAP) $ 24,144 $ 17,853 35.2 % $ 26,336 $ (40,151 ) NM
Net (income) loss from discontinued operations (527 ) 21,181 ) 3,127 2,003
Interest expense 15,589 25,929 ) 33,349 73,322 )
Other expense (income), net 2,574 (861 ) 1,007 (1,739 )
Provision for (benefit from) income taxes 4,247 (39,368 ) 5,301 (30,764 )
Operating income (GAAP) 46,027 24,734 69,120 2,671
Depreciation and amortization 26,832 42,330 ) 56,165 69,280 )
Stock-based compensation 1,968 4,220 ) 8,113 7,736
Deferred revenue adjustment 2,354 ) 8,561 )
CEO transition costs 6,195 )
Restructuring expense 1,363 3,387 ) 16,428 6,481
Business acquisition and integration expense 15,941 9,060 24,356 35,613 )
Adjusted EBITDA (non-GAAP) $ 92,131 $ 86,085 7.0 % $ 174,182 $ 136,537 27.6 %
Adjusted EBITDA margin (non-GAAP) 25.4 % 23.2 % 24.3 % 20.7 %

All values are in US Dollars.


Adtalem Global Education Inc.

Non-GAAP Earnings Disclosure

(unaudited)

(in thousands, except per share data)

Three Months Ended Six Months Ended
December 31, December 31,
2022 2021 2022 2021
Net income (loss) (GAAP) $ 24,144 $ 17,853 $ 26,336 $ (40,151 )
Deferred revenue adjustment 2,354 8,561
CEO transition costs 6,195
Restructuring expense 1,363 3,387 16,428 6,481
Business acquisition and integration expense 15,941 9,060 24,356 35,613
Intangible amortization expense 16,176 30,699 34,704 47,150
Pre-acquisition interest expense, write-off of debt discount and issuance costs, gain on extinguishment of debt, and investment impairment 6,402 9,226 31,634
Income tax impact on non-GAAP adjustments (1) (9,309 ) (46,742 ) (18,982 ) (42,102 )
Net (income) loss from discontinued operations (527 ) 21,181 3,127 2,003
Adjusted net income (non-GAAP) $ 54,190 $ 37,792 $ 95,195 $ 55,384

(1) Represents the income tax impact of non-GAAP continuing operations adjustments that is recognized in our GAAP financial statements.

Three Months Ended Six Months Ended
December 31, December 31,
2022 2021 2022 2021
Earnings (loss) per share, diluted (GAAP) $ 0.52 $ 0.36 $ 0.57 $ (0.81 )
Effect on diluted earnings per share:
Deferred revenue adjustment - 0.05 - 0.17
CEO transition costs - - - 0.12
Restructuring expense 0.03 0.07 0.36 0.13
Business acquisition and integration expense 0.35 0.18 0.53 0.71
Intangible amortization expense 0.35 0.61 0.75 0.94
Pre-acquisition interest expense, write-off of debt discount and issuance costs, gain on extinguishment of debt, and investment impairment 0.14 - 0.20 0.63
Income tax impact on non-GAAP adjustments (1) (0.20 ) (0.93 ) (0.41 ) (0.84 )
Net (income) loss from discontinued operations (0.01 ) 0.42 0.07 0.04
Adjusted earnings per share, diluted (non-GAAP) $ 1.17 $ 0.75 $ 2.06 $ 1.10
Diluted shares used in non-GAAP EPS calculation 46,121 50,237 46,232 50,166

Note: May not sum due to rounding.

(1) Represents the income tax impact of non-GAAP continuing operations adjustments that is recognized in our GAAP financial statements.


Adtalem Global Education Inc.

Non-GAAP Free Cash Flow Disclosure

(unaudited)

(in thousands)

Three Months Ended Twelve Months Ended
FY23 FY22 FY23 FY23 FY22 FY22 FY22
Q2 Q2 Q2 Q1 Q4 Q3 Q2
Net cash (used in) provided by<br><br> <br>operating activities-continuing<br><br> <br>operations (GAAP) $ (49,248 ) $ (48,474 ) $ 225,069 $ 225,843 $ 163,825 $ 101,481 $ 91,835
Capital expenditures (4,196 ) (8,081 ) (26,029 ) (29,914 ) (31,054 ) (33,539 ) (34,949 )
Free cash flow (non-GAAP) $ (53,444 ) $ (56,555 ) $ 199,040 $ 195,929 $ 132,771 $ 67,942 $ 56,886

Adtalem Global Education Inc.

Non-GAAP Outlook Disclosure

(unaudited)

(in thousands, except per share data)

Year Ended
June 30, 2023
Expected earnings per share, diluted (GAAP) $ 1.90 to 2.15
Expected effects on diluted earnings per share:
Restructuring expense 0.36
Integration costs 0.53
Estimated intangible amortization 1.32
Write-off of debt discount and issuance costs, gain on extinguishment of debt, and investment impairment 0.20
Estimated incremental integration costs 0.25
Estimated income tax impact on non-GAAP adjustments(1) (0.68
Net loss from discontinued operations 0.07
Expected adjusted earnings per share, diluted (non-GAAP)(2) $ 3.95 to 4.20
Diluted shares used in EPS calculation 46,232

All values are in US Dollars.

(1) Represents the estimated income tax impact of non-GAAP continuing operations adjustments that is recognized in our GAAP financial statements.

(2) The outlook provided above does not reflect the potential impact of any business or asset acquisitions or dispositions that may occur during the remainder of fiscal year 2023. The expected effects on diluted earnings per share (“EPS”) of (1) the estimated intangible amortization and (2) the estimated incremental integration costs are estimates related to the Walden University acquisition and certain costs related to growth transformation initiatives. The effects on diluted EPS of restructuring expense, integration costs, write-off of debt discount and issuance costs, gain on extinguishment of debt, investment impairment, and loss from discontinued operations includes the results realized through December 31, 2022. We are not able to further estimate certain special items for the full fiscal year. Additional charges to these special items, or additional special items not currently identified, which may occur during the remainder of fiscal year 2023, would impact the GAAP expected EPS provided above.


Adtalem Global Education Inc.

Non-GAAP Net Leverage Disclosure

(unaudited)

(in thousands)

Twelve Months Ended
December 31, 2022
Adtalem Global Education:
Net income (GAAP) $ 384,192
Net income from discontinued operations (346,408 )
Interest expense 89,375
Other income, net (1,074 )
Benefit from income taxes 20,828
Depreciation and amortization 128,733
Stock-based compensation 16,793
Restructuring expense 35,575
Business acquisition and integration expense 41,941
Adjusted EBITDA (non-GAAP) $ 369,955
December 31, 2022
Long-term debt $ 708,283
Less: Cash and cash equivalents (207,776 )
Net debt (non-GAAP) $ 500,507
Net leverage (non-GAAP) 1.4 x