8-K/A
UNIVERSAL TECHNICAL INSTITUTE INC (UTI)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): December 1, 2022
UNIVERSAL TECHNICAL INSTITUTE, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 1-31923 | 86-0226984 | |||
|---|---|---|---|---|---|
| (State or other jurisdiction <br>of incorporation) | (Commission <br>File Number) | (IRS Employer <br>Identification No.) | 4225 E Windrose Drive, Suite 200<br><br>Phoenix, Arizona<br><br>(Address of principal executive offices) | 85032<br><br>(Zip Code) | |
| --- | --- |
(623) 445-9500
(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 is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ 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(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock, $0.0001 par value per share | UTI | New York 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.
EXPLANATORY NOTE
This Amendment No. 1 on Form 8-K/A amends the Current Report on Form 8-K of Universal Technical Institute, Inc. (“UTI”) filed with the U.S. Securities and Exchange Commission on December 2, 2022 (the “Original Form 8-K”). The Original Form 8-K reported UTI’s acquisition of Concorde Career Colleges, Inc. (“Concorde”). This Amendment No. 1 on Form 8-K/A is being filed by UTI solely to provide the disclosures required by Item 9.01 of Form 8-K that were omitted from the Original Form 8-K, including the required financial statements of Concorde and the required pro forma financial information. Except as otherwise provided herein, the disclosures made in the Original Form 8-K remain unchanged.
Item 9.01. Consolidated Financial Statements and Exhibits
(a) Financial Statements of Business Acquired
In accordance with Item 9.01(a), the audited financial statements of Concorde for the years ended December 31, 2021 and 2020 are attached hereto as Exhibit 99.1 and are incorporated herein by reference.
The unaudited financial statements of Concorde as of September 30, 2022 and December 31, 2021 and for the nine months ended September 30, 2022 and 2021 are attached hereto as Exhibit 99.2 and are incorporated herein by reference.
(b) Pro Forma Financial Information
In accordance with Item 9.01(b), the unaudited pro forma combined financial statements of UTI and Concorde for the year ended September 30, 2022 are attached hereto as Exhibit 99.3 and are incorporated herein by reference.
(d) Exhibits.
| Exhibit No. | Description |
|---|---|
| 23.1 | Consent of FORVIS, LLP, independent auditor |
| 99.1 | Audited Combined Financial Statements of Concorde Career College, Inc. as of and for the years ended December 31, 2021 and 2020 |
| 99.2 | Unaudited Combined Financial Statements of Concorde Career Colleges, Inc. as of September 30, 2022 and December 31, 2021 and for the nine months ended September 30, 2022 and 2021 |
| 99.3 | Unaudited Pro Forma Combined Financial Statements of UTI and Concorde for the year ended September 30, 2022 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
| Universal Technical Institute, Inc. | |||
|---|---|---|---|
| Dated: | February 8, 2023 | By: | /s/ Christopher Kevane |
| Name: | Christopher Kevane | ||
| Title: | Senior Vice President and Chief Legal Officer |
Document
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in the registration statement of Universal Technical Institute, Inc. on Form S-8 Registration Statements #333-111899, 333-111900, 333-180017, and 333-217492 and on Form S-3 Registration Statements #333-236146 and 333-234253 of our report dated February 18, 2022, on our audits of the consolidated financial statements and related notes of Concorde Career Colleges, Inc., appearing in this Current Report on Form 8-K/A for the years ended December 31, 2021 and 2020.
The consolidated financial statements of Concorde Career Colleges, Inc. as of December 31, 2021 and 2020 and for the years then ended, included in this offering document, have been audited by BKD, LLP, independent auditor, as stated in their report appearing herein. Effective June 1, 2022, FORVIS, LLP was created by the merger of equals of BKD, LLP and Dixon Hughes Goodman LLP (DHG).
/s/ FORVIS, LLP
FORVIS, LLP (Formerly BKD, LLP)
Kansas City, Missouri
February 8, 2023
exhibit991-auditedconcor
Concorde Career Colleges, Inc. Independent Auditor’s Reports and Consolidated Financial Statements December 31, 2021 and 2020 Exhibit 99.1
Concorde Career Colleges, Inc. December 31, 2021 and 2020 Contents Independent Auditor’s Report ............................................................................................... 1 Consolidated Financial Statements Balance Sheets .................................................................................................................................... 3 Statements of Income ......................................................................................................................... 4 Statements of Changes in Stockholders’ Equity ................................................................................. 5 Statements of Cash Flows .................................................................................................................. 6 Notes to Financial Statements ............................................................................................................ 8
Independent Auditor’s Report Stockholders Concorde Career Colleges, Inc. Mission, Kansas Opinion We have audited the consolidated financial statements of Concorde Career Colleges, Inc. and subsidiaries, which comprise the consolidated balance sheets as of December 31, 2021 and 2020, and the related consolidated statements of income, changes in stockholders’ equity and cash flows for the years then ended, and the related notes to the consolidated financial statements. In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the financial position of Concorde Career Colleges, Inc. and subsidiaries as of December 31, 2021 and 2020, and the results of their operations and their cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America. Basis for Opinion We conducted our audits in accordance with auditing standards generally accepted in the United States of America (GAAS). Our responsibilities under those standards are further described in the “Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements” section of our report. We are required to be independent of Concorde Career Colleges, Inc. and subsidiaries and to meet our other ethical responsibilities, in accordance with the relevant ethical requirements relating to our audits. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Responsibilities of Management for the Financial Statements Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with accounting principles generally accepted in the United States of America, and for the design, implementation and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error. In preparing the consolidated financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about Concorde Career Colleges, Inc. and subsidiaries’ ability to continue as a going concern within one year after the date that these consolidated financial statements are available to be issued.
Stockholders Concorde Career Colleges, Inc. Page 2 Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with GAAS will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence judgment made by a reasonable user based on the financial statements. In performing an audit in accordance with GAAS, we: Exercise professional judgment and maintain professional skepticism throughout the audit. Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of Concorde Career Colleges, Inc. and its subsidiaries’ internal control. Accordingly, no such opinion is expressed. Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the consolidated financial statements. Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about Concorde Career Colleges, Inc. and subsidiaries’ ability to continue as a going concern for a reasonable period of time. We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audits, significant audit findings and certain internal control-related matters that we identified during the audits. Kansas City, Missouri February 18, 2022
See Notes to Consolidated Financial Statements Concorde Career Colleges, Inc. Consolidated Balance Sheets December 31, 2021 and 2020 Assets 2021 2020 Current Assets Cash $ 33,034,000 $ 32,870,000 Accounts and notes receivable, net 5,908,000 10,318,000 Other account receivable 2,667,000 609,000 Refundable income taxes 1,402,000 217,000 Supplies and prepaid expenses 4,263,000 3,193,000 Total current assets 47,274,000 47,207,000 Fixed Assets, net 28,250,000 24,416,000 Other Assets Restricted cash deposits 1,952,000 1,952,000 Notes receivable, net 4,030,000 5,571,000 Deferred income taxes 4,193,000 4,981,000 Other 1,072,000 713,000 Total other assets 11,247,000 13,217,000 Total Assets $ 86,771,000 $ 84,840,000
3 Liabilities and Stockholders’ Equity 2021 2020 Current Liabilities Prepaid tuition $ 18,234,000 $ 15,694,000 Accounts payable 8,615,000 11,254,000 Accrued liabilities 2,811,000 4,202,000 Accrued salaries and wages 4,866,000 3,807,000 Current portion of deferred rent 1,391,000 1,178,000 Current portion of capital lease obligations 550,000 471,000 Federal student financial assistance liability 278,000 1,052,000 Total current liabilities 36,745,000 37,658,000 Long-term Liabilities Deferred payroll taxes - 1,495,000 Deferred rent 8,101,000 5,869,000 Refundable government loan programs - 952,000 Capital lease obligations 5,624,000 6,174,000 Total long-term liabilities 13,725,000 14,490,000 Stockholders’ Equity Common stock, Class A “voting” ($.01 par value, 200,000 shares authorized and 100,000 shares issued and outstanding at December 31, 2021 and 2020) 1,000 1,000 Common stock, Class B “non-voting” ($.01 par value, 1,800,000 shares authorized and 900,000 shares issued and outstanding at December 31, 2021 and 2020) 9,000 9,000 Additional paid-in capital 81,237,000 81,237,000 Retained deficit (44,946,000) (48,555,000) Total stockholders’ equity 36,301,000 32,692,000 Total Liabilities and Stockholders’ Equity $ 86,771,000 $ 84,840,000
Concorde Career Colleges, Inc. Consolidated Statements of Income Years Ended December 31, 2021 and 2020 See Notes to Consolidated Financial Statements 4 2021 2020 Net Revenues $ 193,736,000 $ 186,001,000 Operating Expenses Instruction costs and services 68,306,000 61,491,000 Selling and promotional 29,095,000 26,404,000 General and administrative 84,580,000 82,772,000 Provision for uncollectible accounts 6,780,000 8,370,000 Total operating expenses 188,761,000 179,037,000 Operating Income 4,975,000 6,964,000 Interest Income 514,000 506,000 Interest Expense (600,000) (637,000) Income Before Income Taxes 4,889,000 6,833,000 Provision for Income Taxes 1,280,000 1,110,000 Net Income $ 3,609,000 $ 5,723,000
Concorde Career Colleges, Inc. Consolidated Statements of Changes in Stockholders’ Equity Years Ended December 31, 2021 and 2020 See Notes to Consolidated Financial Statements 5 Common Common Additional Stock Stock Paid-in Retained Class A Class B Capital Deficit Total Balance, January 1, 2020 $ 1,000 $ 9,000 $ 81,237,000 $ (54,278,000) $ 26,969,000 Net income - - - 5,723,000 5,723,000 Balance, December 31, 2020 1,000 9,000 81,237,000 (48,555,000) 32,692,000 Net income - - - 3,609,000 3,609,000 Balance, December 31, 2021 $ 1,000 $ 9,000 $ 81,237,000 $ (44,946,000) $ 36,301,000
Concorde Career Colleges, Inc. Consolidated Statements of Cash Flows Years Ended December 31, 2021 and 2020 See Notes to Consolidated Financial Statements 6 2021 2020 Operating Activities Net income $ 3,609,000 $ 5,723,000 Items not requiring (providing) cash Depreciation and amortization of fixed assets and intangible assets 5,204,000 3,965,000 Accretion of leasehold reimbursements (632,000) (527,000) Loss on disposal of property and equipment 42,000 193,000 Provision for uncollectible accounts 6,780,000 8,370,000 Provision for deferred income tax 788,000 653,000 Changes in Accounts and notes receivables (251,000) (13,098,000) Supplies and prepaid expenses (1,069,000) 355,000 Prepaid tuition 2,540,000 (1,857,000) Income taxes refundable (1,185,000) 240,000 Deferred rent 77,000 (181,000) Accounts payable and accrued expenses (3,838,000) 8,399,000 Federal student financial assistance payable (774,000) (532,000) Net cash provided by operating activities 11,291,000 11,703,000 Investing Activities Proceeds on sale of fixed assets - 199,000 Fixed asset and intangible asset acquisitions (9,704,000) (8,156,000) Net cash used in investing activities (9,704,000) (7,957,000) Financing Activities Change in refundable government loan program (952,000) (802,000) Principal payments on capital lease obligations (471,000) (399,000) Net cash used in financing activities (1,423,000) (1,201,000) Increase in Cash and Restricted Cash Deposits 164,000 2,545,000 Cash and Restricted Cash Deposits, Beginning of Year 34,822,000 32,277,000 Cash and Restricted Cash Deposits, End of Year $ 34,986,000 $ 34,822,000 Reconciliation of Cash and Restricted Cash Deposits Cash $ 33,034,000 $ 32,870,000 Restricted cash deposits 1,952,000 1,952,000 $ 34,986,000 $ 34,822,000
Concorde Career Colleges, Inc. Consolidated Statements of Cash Flows (Continued) Years Ended December 31, 2021 and 2020 See Notes to Consolidated Financial Statements 7 2021 2020 Additional Cash Payment Information Income taxes paid $ 1,638,000 $ 152,000 Interest paid 600,000 637,000 Supplemental Cash Flows Information Fixed assets acquired through accounts payable $ 50,000 $ 678,000 Receivable for leasehold improvements reimbursable from landlord 2,636,000 - Leasehold improvements funded by landlords 364,000 245,000
Concorde Career Colleges, Inc. Notes to Consolidated Financial Statements December 31, 2021 and 2020 8 Note 1: Nature of Operations and Summary of Significant Accounting Policies Nature of Operations Concorde Career Colleges, Inc. (the Company) owns and operates proprietary, postsecondary institutions that offer career vocational training programs primarily in the ancillary care and allied health field. The Company serves the segment of population seeking to acquire a career-oriented education. As of December 31, 2021, the Company operates campuses at 17 locations in eight states. Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant inter-company accounts and transactions have been eliminated. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The allowance for uncollectible accounts and notes receivable is the most significant estimate in the Company’s consolidated financial statements. Student Financial Aid Most students enrolled at the Company’s campuses utilize state and federal government grants and/or guaranteed student loan programs to finance their tuition. During the years ended December 31, 2021 and 2020, 74.86 percent and 73.61 percent, respectively, of its cash receipts were derived from funds obtained by students through Federal Title IV student aid programs and 25.14 percent and 26.39 percent, respectively, were derived from state-sponsored student education and training programs, accounts receivable, notes receivable and cash received from students and other sources. Cash The Company considers all liquid investments with original maturities of three months or less to be cash equivalents. At December 31, 2021, the Company’s cash accounts exceeded federally insured limits by approximately $31,200,000.
Concorde Career Colleges, Inc. Notes to Consolidated Financial Statements December 31, 2021 and 2020 9 Restricted Cash As discussed in Note 5, the Company entered into a capital lease for the Grand Prairie, Texas location. The Company utilized a letter of credit collateralized by cash as the security deposit. As discussed in Note 6, during the year ended December 31, 2020, the Company entered into an operating lease for a new campus location in Kansas City, Missouri. Under this lease agreement, the Company was required to provide a letter of credit collateralized by cash as partial collateral for the Company’s obligation under the lease. The obligation to maintain the letter of credit decreases annually over a period of four years. Accounts Receivable, Notes Receivable and Prepaid Tuition Accounts receivable are stated at the amount of consideration from students of which the Company has an unconditional right to receive. Accounts receivable are ordinarily due 30 days after the issuance of invoices. Under the Higher Education Act of 1965 (“HEA”) refund provisions, students are obligated to the Company for education costs that the student can no longer pay with Title IV funds. Contracts receivable are retail installment contracts due to the Company from current and former students for contracts provided by the Company and issued as part of federal student financial aid programs. The contracts are generally due over a period of one to two years and bear interest ranging from 0 percent to 15 percent. The Company maintains an allowance for uncollectible accounts and contracts receivable. A provision is charged to operations for the amount of estimated uncollectible accounts based upon collection trends, student account type, delinquency status and other current factors. However, balances for inactive students for which a payment has not been received within 120 days and the Company has exhausted all collection efforts are considered delinquent and written off. Internal collection efforts, as well as outside professional services, are used to pursue collection of delinquent accounts. The amount of actual uncollectible accounts could differ materially from the estimates reflected in the consolidated balance sheets. During the years ended December 31, 2021 and 2020, impairment losses on doubtful accounts receivable, where collectability is not reasonably assured, were $6,780,000 and $8,370,000, respectively. Prepaid tuition is a contract liability and represents the Company’s obligation to transfer goods or services to a student when consideration has already been received from the student. Revenue from prepaid tuition is deferred and recognized over the periods to which the tuition relates. Fixed Assets Fixed assets acquisitions over $500 are stated at cost, less accumulated depreciation. Furniture and equipment are depreciated over the estimated useful lives of the assets (three to five years) using the straight-line method. Leasehold improvements are amortized over the shorter of their estimated useful life or terms of the related leases using the straight-line method.
Concorde Career Colleges, Inc. Notes to Consolidated Financial Statements December 31, 2021 and 2020 10 Leasehold improvements that are funded by landlord incentives or allowances under operating leases are recorded as leasehold improvements in fixed assets and deferred rent liabilities. Assets under capital lease and the leasehold improvements are amortized over the shorter of their economic life or the lease term. Deferred rent is accreted as a reduction of rent expense so that rent expense is recognized on a straight-line basis over the lease term. Supplies and Prepaid Expenses Supplies consist of textbooks and other materials for educational services and are recorded at cost. Prepaid expenses consist of amounts paid in advance for items or services that had not yet occurred as of the years ended December 31, 2021 and 2020. Prepaid expenses are recorded at cost and amortized over the useful life of the asset using the straight-line method. Government Grants Support funded by grants is recognized as the Company meets the conditions prescribed by the grant agreement, performs the contracted services or incurs outlays eligible for reimbursement under the grant agreements. Grant activities and outlays are subject to audit and acceptance by the granting agency and, as a result of such audit, adjustments could be required. Income Taxes The Company accounts for income taxes in accordance with income tax accounting guidance (ASC 740, Income Taxes). The income tax accounting guidance results in two components of income tax expense: current and deferred. Current income tax expense reflects taxes to be paid or refunded for the current period by applying the provisions of the enacted tax law to the taxable income or excess of deductions over revenues. The Company determines deferred income taxes using the liability (or balance sheet) method. Under this method, the net deferred tax asset or liability is based on the tax effects of the differences between the book and tax bases of assets and liabilities, and enacted changes in tax rates and laws are recognized in the period in which they occur. Deferred income tax expense results from changes in deferred tax assets and liabilities between periods. Deferred tax assets are reduced by a valuation allowance if, based on the weight of evidence available, it is more likely than not that some portion or all of a deferred tax asset will not be realized. Uncertain tax positions are recognized if it is more likely than not, based on the technical merits, that the tax position will be realized or sustained upon examination. The term “more likely than not” means a likelihood of more than 50 percent; the terms examined and upon examination also include resolution of the related appeals or litigation processes, if any. A tax position that meets the more- likely-than-not recognition threshold is initially and subsequently measured as the largest amount of tax benefit that has a greater than 50 percent likelihood of being realized upon settlement with a taxing authority that has full knowledge of all relevant information. The determination of whether or not a tax position has met the more-likely-than-not recognition threshold considers the facts, circumstances and information available at the reporting date and is subject to management’s judgment.
Concorde Career Colleges, Inc. Notes to Consolidated Financial Statements December 31, 2021 and 2020 11 Intangible Assets Intangible assets with finite lives, primarily consisting of curriculum and courseware, are being amortized on the straight-line basis over periods ranging from three to five years. Such assets are periodically evaluated as to the recoverability of carrying values. As of December 31, 2021 and 2020, there was approximately $662,000 and $302,000 of net intangible assets recorded in other long-term assets on the consolidated balance sheets, respectively. Amortization expense related to intangible assets and included in the consolidated statements of income as of December 31, 2021 and 2020 is $150,000 and $38,000, respectively. Impairment of Long-lived Assets Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Recoverability of assets to be held and used is measured by comparison of the carrying amount of the asset to future net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amounts of the assets exceed the fair value. No asset impairment was recognized during the years ended December 31, 2021 and 2020. Tuition Revenue Recognition Tuition revenue, which is inclusive of fees, is recognized over the term as the Company provides services to students. Revenue is reported at the amount of consideration to which the Company expects to be entitled in exchange for providing educational services. The Company determines the transaction price based on standard charges for goods and services provided, reduced by discounts provided for student scholarships. Advertising Costs The Company expenses advertising costs as they occur. Advertising expense, which is included in selling and promotional expenses, was approximately $19,327,000 and $17,593,000 for the years ended December 31, 2021 and 2020, respectively.
Concorde Career Colleges, Inc. Notes to Consolidated Financial Statements December 31, 2021 and 2020 12 Note 2: Revenues from Contracts with Students Tuition Revenue Tuition Revenue – The Company classifies tuition revenues into two categories: core programs and clinical programs. Core programs are nine to ten month programs that are billed in full at the start of the program. Clinical programs are 12 to 24 month programs that are billed by academic term. Clinical programs may have up to nine academic terms that last two to three months. In both categories, revenues are earned ratably over the academic term. If a student withdraws during the first 21 days of a program, the student is entitled to a 100 percent refund. Students withdrawing after the first 21 days but prior to the 60 percent point of the period of enrollment are entitled to a pro rata refund of the tuition charged for the period of enrollment. Students withdrawing after the 60 percent point of the period of enrollment are not entitled to refunds. The Company determines the refund liability at year-end based on actual experience subsequent to year-end. As of December 31, 2021 and 2020, there was approximately $210,000 and $431,000 of a refund liability recorded in accounts payable on the consolidated balance sheets, respectively. Students attending Texas or Aurora locations are entitled to a pro rata refund prior to 75 percent point of the period of enrollment. For these four locations, no refunds are entitled after student reaches 75 percent point of enrollment. Textbook Revenue – Performance obligations are determined based on the nature of the goods provided by the Company in accordance with the contract. Textbook revenues are recognized when goods are provided to students at a single point in time. Fee Revenue – Performance obligations are determined based on the nature of the service provided by the Company in accordance with the contract. Fees include retake fees and technology fees which are recognized over the length of the term. Performance Obligations Revenue from contracts with students for tuition, textbooks and fees is reported at an amount that reflects the consideration to which the Company expects to be entitled in exchange for providing instruction and other services. These amounts are due from students, third-party payers and others and include variable consideration for price concessions the Company has offered to students. Revenue is recognized as performance obligations are satisfied, which is ratably over the academic term or when the textbooks and supplies are provided to students. Significant Judgments The Company determines the transaction price based on standard charges for goods and services provided, reduced by certain institutional scholarships and aid in accordance with the Company’s policies for granting certain merit based aid. For the years ended December 31, 2021 and 2020, the Company’s revenue was reduced by approximately $760,000 and $950,000, respectively, as a result of scholarships and institutional matching funds.
Concorde Career Colleges, Inc. Notes to Consolidated Financial Statements December 31, 2021 and 2020 13 From time to time, the Company will receive prepayments of student balances from third-party payers or students resulting in a contract liability. These amounts are excluded from revenues and are recorded as liabilities until the performance obligation is satisfied. As of December 31, 2021 and 2020, the Company has a liability for deposits and prepayments of students recorded of approximately $18,234,000 and $15,694,000, respectively. The Company estimates the transaction price for customers based on historical experience and current market conditions. The initial estimate of the transaction price is determined by reducing the standard charge by any contractual adjustments and discounts. Subsequent changes that are determined to be the result of an adverse change in the customer’s ability to pay are recorded as bad debt expense. Disaggregation of Revenue The following table presents the Company’s revenues disaggregated by the timing of such revenue recognized during the years ended December 31, 2021 and 2020: 2021 2020 Timing of revenue and recognition At a point in time $ 8,266,000 $ 8,634,000 Over a period of time 174,031,000 165,543,000 Revenue not subject to revenue recognition Topic 606 Federal grant income (Note 18) 11,439,000 11,824,000 Total $ 193,736,000 $ 186,001,000 The Company has determined that the nature, amount, timing and uncertainty of revenue and cash flows are affected by the college enrollment statistics, unemployment rate and other regulation over the proprietary colleges. Financing Component For significant financing components, the Company has elected a practical expedient, which allows an entity to recognize the promised amount of consideration without adjusting for the time value of money if the contract has a duration of one year or less. For those contracts that have a duration of greater than one year, the Company has presented revenue on a present value basis.
Concorde Career Colleges, Inc. Notes to Consolidated Financial Statements December 31, 2021 and 2020 14 Contract Balances The following table provides information about the Company’s accounts and notes receivable, prepaid tuition and deferred revenue from contracts with customers: 2021 2020 Current assets Accounts and notes receivable, net; beginning of year $ 10,318,000 $ 6,444,494 Accounts and notes receivable, net; end of year 5,908,000 10,318,000 Other assets Notes receivable, net; beginning of year 5,571,000 5,069,000 Notes receivable, net; end of year 4,030,000 5,571,000 Current liabilities Prepaid tuition, beginning of year 15,694,000 17,551,000 Prepaid tuition, end of year 18,234,000 15,694,000 Long-term liabilities Deferred revenues, beginning of year - 196,000 Deferred revenues, end of year - - Contract Costs The Company has applied the practical expedient provided by FASB ASC 340-40-25-4, and all incremental student contract acquisition costs are expensed as they are incurred, as the amortization period of the asset that the Company otherwise would have recognized is one year or less in duration.
Concorde Career Colleges, Inc. Notes to Consolidated Financial Statements December 31, 2021 and 2020 15 Note 3: Accounts and Notes Receivable Accounts and notes receivables consisted of the following: Current Noncurrent Total December 31, 2021 Accounts and notes receivable Due from students $ 6,376,000 $ 7,011,000 $ 13,387,000 Title IV and federal loan programs 4,024,000 - 4,024,000 Less allowance for doubtful accounts (4,492,000) (2,981,000) (7,473,000) $ 5,908,000 $ 4,030,000 $ 9,938,000 December 31, 2020 Accounts and notes receivable Due from students $ 9,582,000 $ 8,699,000 $ 18,281,000 Title IV and federal loan programs 5,696,000 952,000 6,648,000 Less allowance for doubtful accounts (4,960,000) (4,080,000) (9,040,000) $ 10,318,000 $ 5,571,000 $ 15,889,000 The following table summarizes the activity in the student accounts and notes receivable allowance for doubtful accounts: 2021 2020 Allowance for Doubtful Accounts Balance, beginning of the year $ 9,040,000 $ 7,424,000 Provision charged to expense 6,780,000 8,370,000 Account write-offs (8,347,000) (6,754,000) Balance, end of the year $ 7,473,000 $ 9,040,000 Student accounts and notes receivables are recognized as they are earned over the course of a student’s program and/or term. The Company monitors the credit quality of its student accounts and notes receivables using collection trends, aging of accounts and other current factors. Outstanding notes accrue interest based on the terms of the respective note agreements. Notes receivable are presented net of discount for notes extending beyond one year in length at an imputed interest rate of 12 percent per annum. The discount on notes receivable was $53,000 and $75,000 at December 31, 2021 and 2020, respectively, and is included net of due from students.
Concorde Career Colleges, Inc. Notes to Consolidated Financial Statements December 31, 2021 and 2020 16 As of December 31, the delinquency status, based on the last date payment has been received, of gross student accounts and notes receivable was as follows: 1 - 30 31 - 60 61 - 90 91 - 120 121 - 150 150+ Total December 31, 2021 Due from students Active $ 1,085,000 $ 329,000 $ 188,000 $ 129,000 $ 67,000 $ 92,000 $ 1,890,000 Graduated 4,561,000 1,303,000 872,000 595,000 385,000 691,000 8,407,000 Withdrawn 668,000 302,000 129,000 365,000 433,000 1,193,000 3,090,000 $ 6,314,000 $ 1,934,000 $ 1,189,000 $ 1,089,000 $ 885,000 $ 1,976,000 $ 13,387,000 December 31, 2020 Due from students Active $ 2,934,000 $ 653,000 $ 407,000 $ 251,000 $ 147,000 $ 407,000 $ 4,799,000 Graduated 5,057,000 1,358,000 834,000 602,000 291,000 936,000 9,078,000 Withdrawn 729,000 376,000 491,000 498,000 490,000 1,820,000 4,404,000 $ 8,720,000 $ 2,387,000 $ 1,732,000 $ 1,351,000 $ 928,000 $ 3,163,000 $ 18,281,000 Note 4: Fixed Assets Fixed assets consisted of the following at December 31, 2021 and 2020: 2021 2020 Furniture and equipment $ 41,343,000 $ 35,296,000 Leasehold improvements 43,637,000 35,827,000 Assets under capital leases 8,291,000 8,291,000 Construction in progress 1,331,000 6,327,000 Land - - 94,602,000 85,741,000 Accumulated depreciation (66,352,000) (61,325,000) Fixed assets, net $ 28,250,000 $ 24,416,000 As discussed in Note 5, building and instructional equipment with a cost of $8,291,000 and accumulated depreciation of $4,327,000 and $3,775,000 as of December 31, 2021 and 2020, respectively, are under capital leases.
Concorde Career Colleges, Inc. Notes to Consolidated Financial Statements December 31, 2021 and 2020 17 Note 5: Capital Lease Obligations Capital lease obligations as of December 31, 2021 and 2020 were as follows: 2021 2020 Capital lease - building (A) $ 6,174,000 $ 6,645,000 Less current portion of capital lease obligation 550,000 471,000 Long-term capital lease obligation $ 5,624,000 $ 6,174,000 (A) Commencing on February 1, 2014, the Company entered into a 15-year building capital lease with PMRG Associates II, LP. for the Grand Prairie, Texas location. Initial annual rent of $870,500 is payable in monthly installments and shall be increased by 3 percent each year. Imputed interest rate on the lease is 9.29 percent. Future minimum lease payments under the capital leases at December 31, 2021 were: 2022 $ 1,100,000 2023 1,133,000 2024 1,167,000 2025 1,202,000 2026 1,238,000 Thereafter 2,704,000 8,544,000 Less amount representing interest (2,370,000) Present value of future minimum lease payments $ 6,174,000
Concorde Career Colleges, Inc. Notes to Consolidated Financial Statements December 31, 2021 and 2020 18 Note 6: Operating Leases The Company rents office space and buildings under operating leases generally ranging in terms from five to 15 years. The leases provide renewal options and generally require the Company to pay utilities, maintenance, insurance and property taxes. The Company rents various equipment under operating leases that is generally cancelable within 30 days. Aggregate minimum future rentals payable under the operating leases at December 31, 2021 were: 2022 $ 13,280,000 2023 12,604,000 2024 11,363,000 2025 9,778,000 2026 8,673,000 Thereafter 37,953,000 $ 93,651,000 Rental expense for all operating leases for the years ended December 31, 2021 and 2020 was $14,875,000 and $14,406,000, respectively. The Company has recognized deferred rent liabilities of $9,492,000 and $7,047,000 at December 31, 2021 and 2020, respectively, related to its operating leases. Deferred rent includes non-level rents of $4,960,000 and $4,883,000 and landlord incentives of $4,532,000 and $2,164,000 as of December 31, 2021 and 2020, respectively. Deferred rent is accreted over the period of the leasehold improvements, with deferred rent extending through March 2032. During the year ended December 31, 2020, the Company entered into a lease agreement for a new campus location in Kansas City, Missouri. The lease term commenced when the Company started using the space on June 30, 2021. The lease will expire December 31, 2036. Annual lease payments are included in the future rental payable schedule. In lieu of a security deposit, the Company was required to provide collateral of $1,750,000 in the form of a letter of credit. The letter of credit is secured by restricted cash. Note 7: Employee Health Insurance Reserve The Company self-insures its employees’ health insurance coverage. The Company has obtained outside aggregate and specific reinsurance policies to limit its exposure to such claims. The policy covered the Company’s claims exposure for aggregate claims in excess of $12,445,000 and $13,668,000, for the years ended December 31, 2021 and 2020, respectively. For 2021 and 2020, the Company’s specific reinsurance policy covers individual claims in excess of $175,000.
Concorde Career Colleges, Inc. Notes to Consolidated Financial Statements December 31, 2021 and 2020 19 As of December 31, 2021 and 2020, the Company has recorded reserves totaling $1,060,000 and $1,168,000, respectively, for the employees’ health insurance claims, which are included in accrued liabilities. Total expense incurred for this plan amounted to $6,634,000 and $7,532,000 for the years ended December 31, 2021 and 2020, respectively. Note 8: Workers Compensation Reserve The Company is covered by a workers compensation and employers liability insurance policy with a deductible amount of $150,000 per incident. The policy provides workers compensation limits of insurance per statutory regulations and employers liability limits of insurance of $1,000,000. Provisions for losses expected under the policy are recorded based upon the Company’s estimates of the aggregate liability for claims incurred and totaled $790,000 and $730,000 for the years ended December 31, 2021 and 2020, respectively. Note 9: Line of Credit The Company maintains two purchasing cards which are utilized for vendor payments and travel expenses. At December 31, 2021 and 2020, the total availability for borrowing on one of the purchasing cards was $2,000,000, of which approximately $57,000 and $571,000, respectively, was outstanding. During the year ended December 31, 2021, the Company opened a second purchasing card which has a total availability for borrowing of $1,000,000, of which approximately $390,000 was outstanding as of December 31, 2021. Outstanding balances on both purchasing cards are included in accrued liabilities. Note 10: Commitments At December 31, 2021 and 2020, the Company had letters of credit outstanding totaling $1,859,000, relating to certain lease agreements. These letters of credit are collateralized by cash deposits totaling $1,952,000 for both years. Note 11: Federal Student Financial Assistance In 2016, the United States Department of Education (USDE) conducted a program review of the Company’s Federal Student Financial Aid Programs for North Hollywood. The USDE questioned how the Company calculated the Title IV eligibility for certain programs. In 2016, the Company estimated the impact of the calculation to be $500,000 and recognized the liability in the Federal Student Financial Assistance Liability. On December 7, 2020, the Company received notification from the USDE that the total liability due from the program review was $169,000. During the year ended December 31, 2021, the Company paid the Federal Student Financial Assistance Liability.
Concorde Career Colleges, Inc. Notes to Consolidated Financial Statements December 31, 2021 and 2020 20 In August 2017, the USDE issued a preliminary audit determination letter that required the Aurora and Dallas locations to complete a full file review related to verification findings. After performing the review, the Company recognized a $791,000 financial aid liability related to verification of student records. As of December 31, 2020, the liability is in Federal Student Financial Assistance Liability on the consolidated balance sheets. During the year ended December, 31, 2021, the Company received a final audit determination that required the Aurora and Dallas locations to pay $362,000 in fines related to the verification findings. These fines were paid as of December 31, 2021. In 2019, the Company conducted an internal review of its attendance policies for its Memphis location. After performing the review, the Company recognized a $92,000 financial aid liability related to the improper calculation of return of Title IV funds resulting from students that were not appropriately withdrawn from the program based on the Company’s attendance policy. In addition, the Company also performed an internal review of certain programs and identified one program in which students received aid at the associate degree rate rather than the diploma rate. As a result, the Company recognized a $200,000 financial aid liability related to its use of the improper federal aid rate. During the year ended December 31, 2020, the Company settled the issue related to the improper federal aid rate for approximately $326,000 in the form of refunds and institutional credits. As of December 31, 2021 and 2020, a liability of $92,000 is included in the Federal Student Financial Assistance Liability on the consolidated balance sheets. In 2021, The Company identified clinical students who were unable to locate a clinical site before their Leave of Absence status had expired. The Company has recognized a liability of $180,000 in the Federal Student Financial Assistance Liability on the consolidated balance sheets for the tuition reimbursement for certain clinical courses and the impacted students. During 2021, the Company conducted a program review for its Grand Prairie location. After performing the review, the Company recognized a $185,000 financial aid liability related to miscalculated refunds. As of December 31, 2021, a liability of $185,000 is included in the Federal Student Financial Assistance Liability on the consolidated balance sheets. Federal Student Financial Aid expenditures are subject to future audit by the USDE. Due to the complex nature of the USDE regulations, the ultimate impact of future audits on the Company’s consolidated financial statements could vary materially.
Concorde Career Colleges, Inc. Notes to Consolidated Financial Statements December 31, 2021 and 2020 21 Note 12: Income Taxes The Company files income tax returns in the U.S. federal jurisdiction and various state jurisdictions. At December 31, 2021, there were no Internal Revenue Service (IRS) examinations of the Company’s U.S. income tax returns in process. The provision for income taxes includes these components: 2021 2020 Taxes currently payable $ 492,000 $ 457,000 Deferred incomes taxes 788,000 653,000 Income tax expense $ 1,280,000 $ 1,110,000 A reconciliation of income tax expense at the statutory rate to the Company’s actual income tax expense is shown below: 2021 2020 Expense at federal statutory rate (21%) $ 1,027,000 $ 1,435,000 State expense, net 22,000 317,000 Net operating loss carryback permanent benefit - (1,025,000) Other, net 231,000 383,000 Actual tax expense $ 1,280,000 $ 1,110,000
Concorde Career Colleges, Inc. Notes to Consolidated Financial Statements December 31, 2021 and 2020 22 The tax effects of temporary differences related to deferred taxes shown on the consolidated balance sheets were: 2021 2020 Deferred tax assets Allowance for uncollectible accounts and notes $ 1,868,000 $ 2,260,000 Deferred rent for straight-lined leases 1,240,000 1,221,000 Share-based compensation 85,000 85,000 Net operating loss carryforwards 2,564,000 181,000 Federal student financial assistance liability 70,000 263,000 FICA taxes deferred under CARES Act 415,000 747,000 Other expenses deductible for financial reporting purposes not currently deductible for tax purposes 1,534,000 1,484,000 Deferred tax assets 7,776,000 6,241,000 Deferred tax liabilities Depreciation and amortization (2,699,000) (766,000) Other expenses currently deductible for tax purposes but not recorded for financial reporting (884,000) (494,000) Net deferred tax assets $ 4,193,000 $ 4,981,000 Note 13: Employee Benefit Plan The Company has a 401(k) retirement savings plan covering all employees that meet certain eligibility requirements. Eligible participating employees may elect to contribute up to a maximum amount of tax deferred contribution allowed by the Internal Revenue Code. The Company may make a discretionary matching employer contribution to the Plan. The total expense recognized by the Company to the Plan was $763,000 and $721,000 for the years ended December 31, 2021 and 2020, respectively. Note 14: Legal Proceedings The Company is subject to various lawsuits from time to time including students who claim to be dissatisfied with the results of their program of study. Typically, the claims allege a breach of contract; deceptive advertising and misrepresentation and the student or students seek reimbursement of tuition. Punitive damages sometimes are also sought. In addition, the United States Department of Education (“USDE”) may allege regulatory violations found during routine program reviews. The Company has and will continue to dispute these findings as appropriate in the normal course of business.
Concorde Career Colleges, Inc. Notes to Consolidated Financial Statements December 31, 2021 and 2020 23 During January 2021, the Company entered into a legal settlement for approximately $860,000 related to a class action lawsuit which was included in accrued liabilities on the consolidated balance sheet as of December 31, 2020. The final payment was made in January 2021. With the exception of the previous matters noted, in the opinion of the Company’s management, resolution of such pending litigation and disputed findings will not have a material effect on the Company’s consolidated financial condition or its results of operations. Events could occur that would change this estimate in the near term. Note 15: Stock Option Plan The Company’s shareholders have approved the Company’s Stock Option Plan (the Plan), which permits the grant of common stock share options. Option awards are generally granted with an exercise price determined by the plan administrative body that it believes approximates the then fair value of the stock. Those option awards generally vest based on four years of continuous service and have 10-year contractual terms. The Committee (as defined in the Plan) has the discretion to accelerate the vesting of any stock option granted. There were no options granted during the years ended December 31, 2021 and 2020. Expected volatilities are based on a peer group of similar public companies’ historical common stock volatility derived from historical stock price data for a historical period commensurate with the Company’s options’ expected life. The Company could not determine its own stock price volatility due to few and infrequent stock transactions and, thus, utilized the average volatility of two similar public companies from the Education and Training Services index. The expected life of options granted represents the period of time that options granted are expected to be outstanding. The risk-free interest rate is based on the implied yield currently available on U.S. Treasury zero coupon issues with a remaining term equal to the expected life at the date of grant of the options. The expected dividend yield is zero, as the Company has historically paid no dividends and does not anticipate dividends to be paid in the future.
Concorde Career Colleges, Inc. Notes to Consolidated Financial Statements December 31, 2021 and 2020 24 A summary of option activity under the Plan as of December 31, 2021 and 2020, and changes during the years then ended, are presented below: Weighted- Weighted- Average Average Remaining Shares Exercise Price Contractual Term Outstanding, Beginning of Year 23,250 $ 95.94 Granted - - Exercised - - Forfeited (750) 90.00 Outstanding, End of Year 22,500 $ 96.13 2 years Exercisable, End of Year 22,500 $ 96.13 2 years 2021 Weighted- Weighted- Average Average Remaining Shares Exercise Price Contractual Term Outstanding, Beginning of Year 24,000 $ 95.58 Granted - - Exercised - - Forfeited (750) 90.00 Outstanding, End of Year 23,250 $ 95.94 3 years Exercisable, End of Year 23,250 $ 95.94 3 years 2020 As of December 31, 2021 and 2020, there was no unrecognized compensation expense relating to unvested options. There were no shares vested during the years ended December 31, 2021 and 2020. There was no recognized tax benefit related thereto during the years ended December 31, 2021 and 2020.
Concorde Career Colleges, Inc. Notes to Consolidated Financial Statements December 31, 2021 and 2020 25 Note 16: Other Related Party Transactions During the years ended December 31, 2021 and 2020, the Company did not pay management fees to Liberty Partners (shareholder). The Company paid board member fees totaling $172,000 and $112,000 during the years ended December 31, 2021 and 2020, respectively. Note 17: Department of Education Matters At December 31, 2021 and 2020, the Company’s management believes it has met the USDE’s standards of financial responsibility. As of December 31, 2021 and 2020, the Company’s composite score was 1.97 and 2.07, respectively. Federal Student Financial Aid expenditures are subject to future audit by the USDE. The Company’s management believes the Federal Student Financial Aid Programs have been managed appropriately and does not anticipate any material adjustments resulting from future audits. Due to the complex nature of the USDE regulations, the ultimate impact of future audits on the Company’s consolidated financial statements could vary materially. Note 18: Coronavirus Aid, Relief and Economic Security Act and Other Coronavirus Events As a result of the spread of the SARS-CoV-2 virus and the incidence of COVID-19, many states issued shelter-in-place orders and other measurers around public gatherings and business operations to slow the spread of the virus. Furthermore, colleges and universities across the country took unprecedented action to protect the health and safety of students, including the Company’s campuses. Beginning in March 2020, the Company began temporarily teaching all courses online. The Company has transitioned certain programs back to in-person learning; however, the Company continues to operate many programs in a hybrid learning environment. Given the uncertainty in the epidemiological and economic outlook, there may be short and long- term implications for instruction, student experience and operations. The duration of these uncertainties and the ultimate financial effects cannot be reasonably estimated at this time. On March 27, 2020, President Trump signed into law the Coronavirus Aid, Relief and Economic Security Act (CARES Act). Under the CARES Act, the Company has elected to defer the deposit and payment of the employer’s share of Social Security taxes from May 8, 2020 to December 31, 2020. The payroll taxes will be due in two installments, 50 percent of the eligible deferred amount on December 31, 2021, and the remaining by December 31, 2022. As of December 31, 2021, $1,661,000 is due in 2022 and is included in accrued salaries and wages within current liabilities on the consolidated balance sheets.
Concorde Career Colleges, Inc. Notes to Consolidated Financial Statements December 31, 2021 and 2020 26 The CARES Act also created a Higher Education Emergency Relief Fund (HEERF) specifically for emergency aid grants to students for expenses related to the disruption of campus operations due to COVID-19, and also direct aid to institutions to cover costs associated with the significant changes to delivery of instruction due to COVID-19. The Company was awarded a student share and an institutional share that totaled $13,289,000 for HEERF I. Under the program, the Company distributed $47,000 and $6,598,000 to students through emergency grants during the years ended December 31, 2021 and 2020, respectively, for HEERF I funds. During 2021 and 2020, the Company expended $1,404,000 and $5,226,000, respectively, of HEERF I funds on eligible expenditures for institutional expenses. During the year ended December 31, 2021, HEERF II was provided for additional emergency aid grants to students for expenses related to the disruption of campus operations due to COVID-19, and also direct aid to institutions to cover costs associated with the significant changes to delivery of instruction due to COVID-19. Under this program, the Company was awarded $9,988,000 for the HEERF II program. The Company distributed the full amount of the HEERF II funding during 2021 in addition to the remaining unspent HEERF I funds. The Company has elected to account for all HEERF funding under FASB Accounting Standards Codification (ASC) 958-605, Revenue Recognition. Based on the guidance, grant income is recognized once the condition is substantially met and presented on the gross basis. The total revenue related to all HEERF funding included in net revenues on the consolidated statements of income during the years ended December 31, 2021 and 2020 was $11,439,000 and $11,824,000, respectively. Note 19: Significant Estimates Accounting principles generally accepted in the United States of America require disclosure of certain significant estimates. Those matters include the following: Accounts and Notes Receivable Significant estimates and judgments are used to record the provision for uncollectible accounts and notes receivable. The Company believes it has appropriately considered known or expected outcomes of its students’ ability to pay their outstanding amounts due to the Company. Federal Student Aid Assistance Payable Significant estimates and judgments are used to estimate the federal student aid assistance payable. The Company believes it has appropriately considered known or expected outcomes when estimating the payable.
Concorde Career Colleges, Inc. Notes to Consolidated Financial Statements December 31, 2021 and 2020 27 Employee Health Insurance Reserve Significant estimates and judgments are used to estimate the employee health insurance reserve. The Company believes it has appropriately considered known or expected outcomes when estimating the payable. Estimated Useful Lives As described in Note 1, all fixed assets are generally assigned an estimated useful life and depreciated on a straight-line method. Note 20: Regulatory Provisions 90/10 Regulatory Provisions The Company assessed each campus’ compliance with the 90/10 regulatory provisions for the years ended December 31, 2021 and 2020. These provisions state that the percentage of cash revenue derived by Federal Title IV student assistance program funds cannot exceed 90 percent of total cash revenues. This is commonly referred to as the 90/10 Rule that was modified as part of legislation extending the Higher Education Opportunity Act of 1965, as amended. The numerator and denominator for the year ended December 31, 2021 was $134,052,000 and $179,081,000, respectively. The numerator and denominator for the year ended December 31, 2020 was $122,241,000 and $166,072,000, respectively. The Company’s 90/10 percentages ranged between 63.37 percent and 86.98 percent for the year ended December 31, 2021, and 58.64 percent and 87.26 percent for the year ended December 31, 2020. The accompanying supplemental schedules include the required Department of Education disclosures under 34 CFR 668.23(d).
Concorde Career Colleges, Inc. Notes to Consolidated Financial Statements December 31, 2021 and 2020 28 U.S. Department of Education Financial Responsibility Ratio Information The following information is required by the U.S. Department of Education for the year ended December 31, 2021. 2021 Fixed assets, net of accumulated depreciation pre-implementation $ 11,377,000 Fixed assets, net of accumulated depreciation post-implementation with outstanding debt for original purchase - Fixed assets, net of accumulated depreciation post-implementation without outstanding debt for original purchase 15,542,000 Construction in process 1,331,000 Total fixed assets, net $ 28,250,000 Long-term debt obtained for long-term purposes - pre-implementation $ 6,174,000 Long-term debt obtained for long-term purposes - post-implementation - Note 21: Future Change in Accounting Principle Accounting for Leases The Financial Accounting Standards Board amended its standard related to the accounting for leases. Under the new standard, lessees will now be required to recognize substantially all leases on the consolidated balance sheets as both a right-of-use asset and a liability. The standard has two types of leases for consolidated income statement recognition purposes: operating leases and finance leases. Operating leases will result in the recognition of a single lease expense on a straight-line basis over the lease term similar to the treatment for operating leases under existing standards. Finance leases will result in an accelerated expense similar to the accounting for capital leases under existing standards. The determination of lease classification as operating or finance will be done in a manner similar to existing standards. The new standard also contains amended guidance regarding the identification of embedded leases in service contracts and the identification of lease and nonlease components in an arrangement. The new standard is effective for annual periods beginning after December 15, 2021, and any interim periods within annual reporting periods that begin after December 15, 2022. The Company is evaluating the effect the standard
Concorde Career Colleges, Inc. Notes to Consolidated Financial Statements December 31, 2021 and 2020 29 will have on the consolidated financial statements; however, the standard is expected to have a material effect on the consolidated financial statements due to the recognition of additional assets and liabilities for operating leases. Note 22: Subsequent Events Subsequent events have been evaluated through February 18, 2022, which is the date the consolidated financial statements were available to be issued.
Document
Exhibit 99.2
CONCORDE CAREER COLLEGES, INC.
UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
As of September 30, 2022 and December 31 2021
and for the Nine Months Ended September 30, 2022
CONCORDE CAREER COLLEGES, INC.
UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
As of September 30, 2022 and December 31 2021
and for the Nine Months Ended September 30, 2022
TABLE OF CONTENTS
| Page | |
|---|---|
| Number | |
| Consolidated Balance Sheets atSeptember30, 2022 andDecember 31, 2021(Unaudited) | 3 |
| Consolidated Statements of Operations for theNine Months EndedSeptember30, 2022 and 2021 (Unaudited) | 4 |
| Consolidated Statements of Shareholders’ Equity as ofSeptember30, 2022 and 2021 (Unaudited) | 5 |
| Consolidated Statements of Cash Flows for the Nine Months EndedSeptember30, 2022 and 2021 (Unaudited) | 6 |
| Notes toConsolidated Financial Statements (Unaudited) | 7 |
CONCORDE CAREER COLLEGES, INC.
UNAUDITED CONSOLIDATED BALANCE SHEETS
| September 30,<br>2022 | December 31,<br>2021 | |||
|---|---|---|---|---|
| Assets | ||||
| Cash | $ | 37,495,000 | $ | 33,034,000 |
| Accounts and notes receivable, net | 9,880,000 | 5,908,000 | ||
| Other accounts receivable | 84,000 | 2,667,000 | ||
| Refundable income taxes | 1,284,000 | 1,402,000 | ||
| Supplies and prepaid expenses | 4,782,000 | 4,263,000 | ||
| Total current assets | 53,525,000 | 47,274,000 | ||
| Property and equipment, net | 30,410,000 | 28,250,000 | ||
| Right-of-use assets for operating leases | 75,180,000 | — | ||
| Restricted cash deposits | 1,689,000 | 1,952,000 | ||
| Notes receivable, net | 4,787,000 | 4,030,000 | ||
| Deferred income taxes | 3,568,000 | 4,193,000 | ||
| Other assets | 1,145,000 | 1,072,000 | ||
| Total assets | $ | 170,304,000 | $ | 86,771,000 |
| Liabilities and Shareholders’ Equity | ||||
| Prepaid tuition | $ | 20,589,000 | $ | 18,234,000 |
| Accounts payable | 12,161,000 | 8,615,000 | ||
| Accrued liabilities | 2,552,000 | 2,811,000 | ||
| Accrued salaries and wages | 5,969,000 | 4,866,000 | ||
| Current portion of deferred rent | — | 1,391,000 | ||
| Operating lease liability, current portion | 11,642,000 | — | ||
| Long term debt, current portion | 615,000 | 550,000 | ||
| Federal student financial assistance liability | 278,000 | 278,000 | ||
| Total current liabilities | 53,806,000 | 36,745,000 | ||
| Deferred rent liability | — | 8,101,000 | ||
| Operating lease liability | 72,660,000 | — | ||
| Long-term debt | 5,152,000 | 5,624,000 | ||
| Total liabilities | 131,618,000 | 50,470,000 | ||
| Shareholders’ equity: | ||||
| Common stock, Class A | 1,000 | 1,000 | ||
| Common stock, Class B | 9,000 | 9,000 | ||
| Additional paid-in capital | 81,237,000 | 81,237,000 | ||
| Retained deficit | (42,561,000) | (44,946,000) | ||
| Total shareholders’ equity | 38,686,000 | 36,301,000 | ||
| Total liabilities and shareholders’ equity | $ | 170,304,000 | $ | 86,771,000 |
The accompanying notes are an integral part of these unaudited consolidated financial statements.
CONCORDE CAREER COLLEGES
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
| Nine Months Ended | ||||
|---|---|---|---|---|
| September 30, | ||||
| 2022 | 2021 | |||
| Net Revenues | $ | 149,395,000 | $ | 143,764,000 |
| Operating expenses: | ||||
| Instruction costs and services | 47,320,000 | 54,055,000 | ||
| Selling and promotional | 23,178,000 | 21,938,000 | ||
| General and administrative | 69,371,000 | 62,433,000 | ||
| Provision for uncollectible accounts | 5,935,000 | 5,055,000 | ||
| Total operating expenses | 145,804,000 | 143,481,000 | ||
| Income from operations | 3,591,000 | 283,000 | ||
| Other (expense) income: | ||||
| Interest income | 322,000 | 357,000 | ||
| Interest expense | (420,000) | (454,000) | ||
| Total other (expense) income, net | (98,000) | (97,000) | ||
| Income before income taxes | 3,493,000 | 186,000 | ||
| Provision for income taxes | (1,108,000) | (103,000) | ||
| Net income | $ | 2,385,000 | $ | 83,000 |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
CONCORDE CAREER COLLEGES, INC.
UNAUDITED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
| Common Stock Class A | Common Stock Class B | Additional Paid-in Capital | Retained Deficit | Total<br>Shareholders’<br>Equity | ||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Balance as of January 1, 2022 | $ | 1,000 | $ | 9,000 | $ | 81,237,000 | $ | (44,946,000) | $ | 36,301,000 |
| Net income | — | — | — | 2,385,000 | 2,385,000 | |||||
| Balance as of September 30, 2022 | $ | 1,000 | $ | 9,000 | $ | 81,237,000 | $ | (42,561,000) | $ | 38,686,000 |
| Balance as of January 1, 2021 | $ | 1,000 | $ | 9,000 | $ | 81,237,000 | $ | (48,555,000) | $ | 32,692,000 |
| Net income | — | — | — | 83,000 | 83,000 | |||||
| Balance as of September 30, 2021 | $ | 1,000 | $ | 9,000 | $ | 81,237,000 | $ | (48,472,000) | $ | 32,775,000 |
CONCORDE CAREER COLLEGES, INC.
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
| Nine Months Ended September 30, | ||||
|---|---|---|---|---|
| 2022 | 2021 | |||
| Cash flows from operating activities: | ||||
| Net income | $ | 2,385,000 | $ | 83,000 |
| Adjustments to reconcile net income to net cash provided by operating activities: | ||||
| Depreciation and amortization | 5,395,000 | 3,428,000 | ||
| Noncash operating lease expense | 9,745,000 | |||
| Amortization of tenant reimbursements | — | (475,000) | ||
| Loss on disposal of property and equipment | — | 42,000 | ||
| Provision for uncollectible accounts | 5,935,000 | 5,055,000 | ||
| Provision for deferred income taxes | 625,000 | (262,000) | ||
| Changes in assets and liabilities: | ||||
| Accounts and notes receivable | (8,081,000) | 2,245,000 | ||
| Supplies and prepaid expenses | (523,000) | (949,000) | ||
| Prepaid tuition | 2,355,000 | 5,463,000 | ||
| Income taxes refundable | 118,000 | (1,095,000) | ||
| Accounts payable and accrued expenses | 4,390,000 | (549,000) | ||
| Operating lease liability | (10,115,000) | — | ||
| Federal student financial assistance payable | — | (595,000) | ||
| Net cash provided by operating activities | 12,229,000 | 12,391,000 | ||
| Cash flows from investing activities: | ||||
| Purchase of property and equipment | (7,624,000) | (7,238,000) | ||
| Net cash used in investing activities | (7,624,000) | (7,238,000) | ||
| Cash flows from financing activities: | ||||
| Change in refundable government loan program | — | (952,000) | ||
| Principal payments on finance leases | (407,000) | (350,000) | ||
| Net cash provided by financing activities | (407,000) | (1,302,000) | ||
| Change in cash, cash equivalents and restricted cash | 4,198,000 | 3,851,000 | ||
| Cash and cash equivalents, beginning of period | 33,034,000 | 32,870,000 | ||
| Restricted cash, beginning of period | 1,952,000 | 1,952,000 | ||
| Cash, cash equivalents and restricted cash, beginning of period | 34,986,000 | 34,822,000 | ||
| Cash and cash equivalents, end of period | 37,495,000 | 36,721,000 | ||
| Restricted cash, end of period | 1,689,000 | 1,952,000 | ||
| Cash, cash equivalents and restricted cash, end of period | $ | 39,184,000 | $ | 38,673,000 |
| Supplemental disclosure of cash flow information: | ||||
| Income taxes paid | $ | 1,657,000 | $ | 1,638,000 |
| Interest paid | 420,000 | 454,000 | ||
| Right-of-use assets obtained in exchange for new operating lease liabilities | 7,756,000 | — |
CONCORDE CAREER COLLEGES, INC.
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
Note 1 - Nature of the Business
Concorde Career Colleges, Inc. (the Company) owns and operates proprietary, postsecondary institutions that offer career vocational training programs primarily in the ancillary care and allied health field. The Company serves the segment of population seeking to acquire a career-oriented education. As of September 30, 2022, the Company operates campuses at 17 locations in eight states.
Note 2 - Basis of Presentation and Summary of Significant Accounting Policies
The unaudited interim Condensed Consolidated Financial Statements are presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and include the Company’s consolidated domestic subsidiaries. Certain information and disclosures normally included in consolidated financial statements prepared in accordance with GAAP have been condensed or omitted. Accordingly, these unaudited interim Condensed Consolidated Financial Statements and accompanying footnotes should be read in conjunction with the Company’s Consolidated Financial Statements as of and for the year ended December 31, 2021. In the opinion of management, all adjustments, of a normal recurring nature, considered necessary for a fair presentation have been included in the Condensed Consolidated Financial Statements. The results of operations for the nine months ended September 30, 2022 are not necessarily indicative of the results of operations to be expected for the full fiscal year ending December 31, 2022.
The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant inter-company accounts and transactions have been eliminated. Concorde’s fiscal year consists of twelve months ending December 31.
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The allowance for uncollectible accounts and notes receivable is the most significant estimate in the Company’s consolidated financial statements.
Cash
The Company considers all liquid investments with original maturities of three months or less to be cash equivalents. At September 30, 2022 and December 31, 2021, the Company’s cash accounts exceeded federally insured limits by approximately $32,838,000 and $31,200,000, respectively.
Accounts Receivable, Notes Receivable and Prepaid Tuition
Accounts receivable are stated at the amount of consideration from students of which the Company has an unconditional right to receive. Accounts receivable are ordinarily due 30 days after the issuance of invoices. Under the Higher Education Act of 1965 (“HEA”) refund provisions, students are obligated to the Company for education costs that the student can no longer pay with Title IV funds. Contracts receivable are retail installment contracts due to the Company from current and former students for contracts provided by the Company and issued as part of federal student financial aid programs. The contracts are generally due over a period of one to two years and bear interest ranging from 0 percent to 15 percent.
The Company maintains an allowance for uncollectible accounts and contracts receivable. A provision is charged to operations for the amount of estimated uncollectible accounts based upon collection trends, student account type, delinquency status and other current factors. However, balances for inactive students for which a payment has not been received within 120 days and the Company has exhausted all collection efforts are considered delinquent and written off. Internal collection efforts, as well as outside professional services, are used to pursue collection of delinquent accounts. The amount of actual uncollectible accounts could differ materially from the estimates reflected in the consolidated balance sheets.
Concorde early adopted ASU 2016-13, Financial Instruments—Credit Losses, during 2022 and concluded there was no impact associated with the adoption of the new standard.
CONCORDE CAREER COLLEGES, INC.
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
During the nine months ended September 30, 2022 and 2021, impairment losses on doubtful accounts receivable, where collectability is not reasonably assured, were $5,935,000 and $5,055,000, respectively.
Prepaid tuition is a contract liability and represents the Company’s obligation to transfer goods or services to a student when consideration has already been received from the student. Revenue from prepaid tuition is deferred and recognized over the periods to which the tuition relates.
Fixed Assets
Fixed assets acquisitions over $500 are stated at cost, less accumulated depreciation. Furniture and equipment are depreciated over the estimated useful lives of the assets (three to five years) using the straight-line method. Leasehold improvements are amortized over the shorter of their estimated useful life or terms of the related leases using the straight-line method.
Leasehold improvements that are funded by landlord incentives or allowances under operating leases are recorded as leasehold improvements in fixed assets and deferred rent liabilities prior to the adoption of ASC 842. Assets under capital lease and the leasehold improvements are amortized over the shorter of their economic life or the lease term. Deferred rent is accreted as a reduction of rent expense so that rent expense is recognized on a straight-line basis over the lease term.
Supplies and Prepaid Expenses
Supplies consist of textbooks and other materials for educational services and are recorded at cost. Prepaid expenses consist of amounts paid in advance for items or services that had not yet occurred as of September 30, 2022 or December 31, 2021. Prepaid expenses are recorded at cost and amortized over the useful life of the asset using the straight-line method.
Leases
We lease the our administrative and educational facilities under operating lease agreements. Upon adoption of Accounting Standards Codification Topic 842, Leases (“ASC 842”) as of January 1, 2022, we derecognized our previously recorded deferred rent balance. ASC 842 requires lessees to recognize a right-of-use (“ROU”) asset and a lease liability on the balance sheet for substantially all leases, with the exception of short-term leases. Leases are classified as either finance or operating, with classification affecting the pattern of expense recognition in the statement of income. We adopted ASC 842 under a modified retrospective method without the recasting of comparative periods’ financial information.
To determine if a contract is or contains a lease, we considered whether (1) explicitly or implicitly identified assets have been deployed in the contract and (2) we obtain substantially all of the economic benefits from the use of that underlying asset and direct how and for what purpose the asset is used during the term of the contract. If we determine a contract is, or contains, a lease, we assess whether the contract contains multiple lease components. We consider a lease component to be separate from other lease components in the contract if (a) we can benefit from the right of use either on its own or together with other resources that are readily available to us and (b) the right of use is neither highly dependent on nor highly interrelated with the other right(s) to use underlying assets in the contract. In contracts involving the use of real estate, we separate the right to use land from other underlying assets unless the effect of separating the land is insignificant to the resulting lease accounting. We have elected to account for the lease and non-lease components as a single lease component.
For all leases we are a party to, the discount rate implicit in the lease was not readily determinable. Therefore, we used our incremental borrowing rate for each lease to determine the present value of the lease. We determined the incremental borrowing rate applicable to each lease through a model that represents the rate of interest we would have to pay to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment. The incremental borrowing rate was applied to each lease based on the remaining term of the lease.
Government Grants
Support funded by grants is recognized as the Company meets the conditions prescribed by the grant agreement, performs the contracted services or incurs outlays eligible for reimbursement under the grant agreements. Grant activities and outlays are subject to audit and acceptance by the granting agency and, as a result of such audit, adjustments could be required.
CONCORDE CAREER COLLEGES, INC.
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
Income Taxes
The Company accounts for income taxes in accordance with income tax accounting guidance (ASC 740, Income Taxes). The income tax accounting guidance results in two components of income tax expense: current and deferred. Current income tax expense reflects taxes to be paid or refunded for the current period by applying the provisions of the enacted tax law to the taxable income or excess of deductions over revenues. The Company determines deferred income taxes using the liability (or balance sheet) method. Under this method, the net deferred tax asset or liability is based on the tax effects of the differences between the book and tax bases of assets and liabilities, and enacted changes in tax rates and laws are recognized in the period in which they occur. Deferred income tax expense results from changes in deferred tax assets and liabilities between periods. Deferred tax assets are reduced by a valuation allowance if, based on the weight of evidence available, it is more likely than not that some portion or all of a deferred tax asset will not be realized.
Uncertain tax positions are recognized if it is more likely than not, based on the technical merits, that the tax position will be realized or sustained upon examination. The term “more likely than not” means a likelihood of more than 50 percent; the terms examined and upon examination also include resolution of the related appeals or litigation processes, if any. A tax position that meets the more likely-than-not recognition threshold is initially and subsequently measured as the largest amount of tax benefit that has a greater than 50 percent likelihood of being realized upon settlement with a taxing authority that has full knowledge of all relevant information. The determination of whether or not a tax position has met the more likely-than-not recognition threshold considers the facts, circumstances and information available at the reporting date and is subject to management’s judgment.
Intangible Assets
Intangible assets with finite lives, primarily consisting of curriculum and courseware, are being amortized on the straight-line basis over periods ranging from three to five years. Such assets are periodically evaluated as to the recoverability of carrying values. As of September 30, 2022 and December 31, 2021, there was approximately $731,000 and $662,000 net intangible assets recorded in other long-term assets on the consolidated balance sheets, respectively. Amortization expense related to intangible assets and included in the consolidated statements of income for the nine months ended September 30, 2022 and 2021 $220,000 and $83,000, respectively.
Impairment of Long-lived Assets
Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Recoverability of assets to be held and used is measured by comparison of the carrying amount of the asset to future net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amounts of the assets exceed the fair value. No asset impairments were recognized during the nine months ended September 30, 2022 and 2021.
Tuition Revenue Recognition
Tuition revenue, which is inclusive of fees, is recognized over the term as the Company provides services to students. Revenue is reported at the amount of consideration to which the Company expects to be entitled in exchange for providing educational services. The Company determines the transaction price based on standard charges for goods and services provided, reduced by discounts provided for student scholarships.
Advertising Costs
The Company expenses advertising costs as they occur. Advertising expense, which is included in selling and promotional expenses, was approximately $15,475,000 and $14,765,000 for the nine months ended September 30, 2022 and 2021, respectively.
CONCORDE CAREER COLLEGES, INC.
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
Note 3 - Revenue from Contracts with Customers
Tuition Revenue
Tuition Revenue – The Company classifies tuition revenues into two categories: core programs and clinical programs. Core programs are nine to ten month programs that are billed in full at the start of the program. Clinical programs are 12 to 24 month programs that are billed by academic term. Clinical programs may have up to nine academic terms that last two to three months. In both categories, revenues are earned ratably over the academic term. If a student withdraws during the first 21 days of a program, the student is entitled to a 100 percent refund. Students withdrawing after the first 21 days but prior to the 60 percent point of the period of enrollment are entitled to a pro rata refund of the tuition charged for the period of enrollment. Students withdrawing after the 60 percent point of the period of enrollment are not entitled to refunds. The Company determines the refund liability at year-end based on actual experience subsequent to year-end. As of September 30, 2022 and December 31, 2021, there was approximately $210,000 and $210,000 of a refund liability recorded in accounts payable on the consolidated balance sheets, respectively. Students attending Texas or Aurora locations are entitled to a pro rata refund prior to 75 percent point of the period of enrollment. For these four locations, no refunds are entitled after student reaches 75 percent point of enrollment.
Textbook Revenue – Performance obligations are determined based on the nature of the goods provided by the Company in accordance with the contract. Textbook revenues are recognized when goods are provided to students at a single point in time.
Fee Revenue – Performance obligations are determined based on the nature of the service provided by the Company in accordance with the contract. Fees include retake fees and technology fees which are recognized over the length of the term.
Performance Obligations
Revenue from contracts with students for tuition, textbooks and fees is reported at an amount that reflects the consideration to which the Company expects to be entitled in exchange for providing instruction and other services. These amounts are due from students, third-party payers and others and include variable consideration for price concessions the Company has offered to students.
Revenue is recognized as performance obligations are satisfied, which is ratably over the academic term or when the textbooks and supplies are provided to students.
Significant Judgments
The Company determines the transaction price based on standard charges for goods and services provided, reduced by certain institutional scholarships and aid in accordance with the Company’s policies for granting certain merit based aid. For the nine months ended September 30, 2022 and 2021, the Company’s revenue was reduced by approximately $667,000 and $611,000, respectively, as a result of scholarships and institutional matching funds.
From time to time, the Company will receive prepayments of student balances from third-party payers or students resulting in a contract liability. These amounts are excluded from revenues and are recorded as liabilities until the performance obligation is satisfied. As of September 30, 2022 and December 31, 2021, the Company has a liability for deposits and prepayments of students recorded of approximately $20,589,000 and $18,234,000, respectively.
The Company estimates the transaction price for customers based on historical experience and current market conditions. The initial estimate of the transaction price is determined by reducing the standard charge by any contractual adjustments and discounts. Subsequent changes that are determined to be the result of an adverse change in the customer’s ability to pay are recorded as bad debt expense.
CONCORDE CAREER COLLEGES, INC.
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
Financing Component
For significant financing components, the Company has elected a practical expedient, which allows an entity to recognize the promised amount of consideration without adjusting for the time value of money if the contract has a duration of one year or less. For those contracts that have a duration of greater than one year, the Company has presented revenue on a present value basis.
Contract Costs
The Company has applied the practical expedient provided by FASB ASC 340-40-25-4, and all incremental student contract acquisition costs are expensed as they are incurred, as the amortization period of the asset that the Company otherwise would have recognized is one year or less in duration.
Note 4 - Accounts and Notes Receivable
Accounts and notes receivables consisted of the following:
| Current | Noncurrent | Total | ||||
|---|---|---|---|---|---|---|
| September 30, 2022 | ||||||
| Accounts and notes receivable | ||||||
| Due from students | $ | 8,679,000 | $ | 7,439,000 | $ | 16,118,000 |
| Title IV and federal loan programs | 6,137,000 | — | 6,137,000 | |||
| Less allowance for doubtful accounts | (4,936,000) | (2,652,000) | (7,588,000) | |||
| Total | $ | 9,880,000 | $ | 4,787,000 | $ | 14,667,000 |
| December 31, 2021 | ||||||
| Accounts and notes receivable | ||||||
| Due from students | $ | 6,376,000 | $ | 7,011,000 | $ | 13,387,000 |
| Title IV and federal loan programs | 4,024,000 | — | 4,024,000 | |||
| Less allowance for doubtful accounts | (4,492,000) | (2,981,000) | (7,473,000) | |||
| Total | $ | 5,908,000 | $ | 4,030,000 | $ | 9,938,000 |
The following table summarizes the activity in the student accounts and notes receivable allowance for doubtful accounts:
| September 30, 2022 | December 31, 2021 | |||
|---|---|---|---|---|
| Allowance for Doubtful Accounts | ||||
| Balance, beginning of the year | $ | 7,473,000 | $ | 9,040,000 |
| Provision charged to expense | 5,935,000 | 6,780,000 | ||
| Account write-offs | (5,820,000) | (8,347,000) | ||
| Balance, end of year | $ | 7,588,000 | $ | 7,473,000 |
Student accounts and notes receivables are recognized as they are earned over the course of a student’s program and/or term. The Company monitors the credit quality of its student accounts and notes receivables using collection trends, aging of accounts and other current factors. Outstanding notes accrue interest based on the terms of the respective note agreements. Notes receivable are presented net of discount for notes extending beyond one year in length at an imputed interest rate of 12 percent per annum. The discount on notes receivable was $75,000 and $53,000 at September 30, 2022 and December 31, 2021, respectively, and is included net of due from students.
CONCORDE CAREER COLLEGES, INC.
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
Note 5 - Property and Equipment, net
Property and equipment, net consisted of the following:
| September 30, 2022 | December 31, 2021 | |||
|---|---|---|---|---|
| Furniture and equipment | $ | 45,635,000 | $ | 41,343,000 |
| Leasehold improvements | 48,371,000 | 43,637,000 | ||
| Assets under finance leases | 3,943,000 | 8,291,000 | ||
| Construction in progress | 3,024,000 | 1,331,000 | ||
| 100,973,000 | 94,602,000 | |||
| Less: Accumulated depreciation and amortization | (70,563,000) | (66,352,000) | ||
| $ | 30,410,000 | $ | 28,250,000 |
Note 6 - Leases
As of September 30, 2022, Concorde leased all 17 of the currently operating campuses and its corporate headquarters under non-cancelable operating or finance leases, some of which contain escalation clauses and requirements to pay other fees associated with the leases. The facility leases have original lease terms ranging from five to 15 years and expire at various dates through 2036. In addition, the leases commonly include lease incentives in the form of rent abatements and tenant improvement allowances. We sublease certain portions of unused building space to third parties, which as of September 30, 2022, resulted in minimal income. All of the leases, other than those that may qualify for the short-term scope exception of 12 months or less, are recorded on our condensed consolidated balance sheets.
The components of lease expense are included in general and administrative expenses on the consolidated statement of operations, with the exception of interest on lease liabilities, which is included in “Interest expense.”
The components of lease expense during the nine months ended September 30, 2022 were as follows:
| Nine Months Ended September 30, | ||
|---|---|---|
| Lease Expense | 2022 | |
| Operating lease expense(1) | $ | 9,759,000 |
| Finance lease expense: | ||
| Amortization of leased assets | 417,000 | |
| Interest on lease liabilities | 415,000 | |
| Variable lease expense | 2,242,000 | |
| Sublease income | (36,000) | |
| Total net lease expense | $ | 12,797,000 |
(1) Excludes the expense for short-term leases not accounted for under ASC 842, which was not significant for the nine months ended September 30, 2022.
Rent expense was $11,058,000 for the nine months ended September 30, 2021.
Supplemental balance sheet and other information related to our leases was as follows:
| Leases | Classification | September 30, 2022 | |
|---|---|---|---|
| Assets: | |||
| Operating lease assets | Right-of-use assets for operating leases | $ | 75,180,000 |
| Finance lease assets | Property and equipment, net(1) | 3,433,000 |
CONCORDE CAREER COLLEGES, INC.
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
| Leases | Classification | September 30, 2022 | |
|---|---|---|---|
| Total leased assets | $ | 78,613,000 | |
| Liabilities: | |||
| Current | |||
| Operating lease liabilities | Operating lease liability, current portion | $ | 11,642,000 |
| Finance lease liabilities | Long-term debt, current portion | 615,000 | |
| Noncurrent | |||
| Operating lease liabilities | Operating lease liability | 72,660,000 | |
| Finance lease liabilities | Long-term debt | 5,152,000 | |
| Total lease liabilities | $ | 90,069,000 |
(1) Finance lease assets are recorded net of accumulated amortization of $418,000 as of September 30, 2022.
| Lease Term and Discount Rate | September 30, 2022 | |
|---|---|---|
| Weighted-average remaining lease term (in years): | ||
| Operating leases | 8.17 | |
| Finance leases | 6.33 | |
| Weighted average discount rate: | ||
| Operating leases | 2.96 | % |
| Finance leases | 9.29 | % |
Maturities of lease liabilities were as follows:
| As of September 30, 2022 | ||||
|---|---|---|---|---|
| Years ending December 31, | Operating Leases | Finance Leases | ||
| Remainder of 2022 | $ | 3,465,000 | $ | 276,000 |
| 2023 | 13,977,000 | 1,133,000 | ||
| 2024 | 13,999,000 | 1,167,000 | ||
| 2025 | 12,174,000 | 1,202,000 | ||
| 2026 | 11,111,000 | 1,238,000 | ||
| 2027 and thereafter | 40,664,000 | 2,698,000 | ||
| Total lease payments | 95,390,000 | 7,714,000 | ||
| Less: interest | (11,088,000) | (1,947,000) | ||
| Present value of lease liabilities | 84,302,000 | 5,767,000 | ||
| Less: current lease liabilities | (11,642,000) | (615,000) | ||
| Long-term lease liabilities | $ | 72,660,000 | $ | 5,152,000 |
CONCORDE CAREER COLLEGES, INC.
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
Disclosures Related to Periods Prior to the Adoption of ASC 842
As of September 30, 2021, minimum lease payments under non-cancelable operating leases by period were expected to be as follows (in thousands):
| Years ending September 30, | Operating Leases | Finance Leases | ||
|---|---|---|---|---|
| Remainder of 2021 | $ | 3,585,000 | $ | 268,000 |
| 2022 | 13,280,000 | 1,100,000 | ||
| 2023 | 12,604,000 | 1,133,000 | ||
| 2024 | 11,363,000 | 1,167,000 | ||
| 2025 | 9,778,000 | 1,202,000 | ||
| 2026 and Thereafter | 46,626,000 | 3,942,000 | ||
| Total lease payments | $ | 97,236,000 | $ | 8,812,000 |
| Less: interest | (2,515,000) | |||
| Present value of future minimum lease payments | $ | 6,297,000 |
Note 7 - Income Taxes
Our income tax expense for the nine months ended September 30, 2022 was $1,108,000, or 32% of pre-tax income, compared to income tax expense of $103,000, or 55% of pre-tax income, for the nine months ended September 30, 2021. The effective income tax rate in each period differed from the federal statutory tax rate of 21% primarily as a result of state income and franchise taxes. As of each reporting date, management considers new evidence, both positive and negative, that could affect its view of the future realization of deferred tax assets.
Note 8 - Commitments and Contingencies
Legal
The Company is subject to various lawsuits from time to time including students who claim to be dissatisfied with the results of their program of study. Typically, the claims allege a breach of contract; deceptive advertising and misrepresentation and the student or students seek reimbursement of tuition. Punitive damages sometimes are also sought. In addition, the United States Department of Education (“USDE”) may allege regulatory violations found during routine program reviews. The Company has and will continue to dispute these findings as appropriate in the normal course of business.
During January 2021, the Company entered into a legal settlement for approximately $860,000 related to a class action lawsuit which was included in accrued liabilities on the consolidated balance sheet as of December 31, 2020. The final payment was made in January 2021.
With the exception of the previous matters noted, in the opinion of the Company’s management, resolution of such pending litigation and disputed findings will not have a material effect on the Company’s consolidated financial condition or its results of operations. Events could occur that would change this estimate in the near term.
Note 9 - Related Party Transactions
During the nine months ended September 30, 2022 and 2021, the Company did not pay management fees to Liberty Partners (shareholder).
The Company paid board member fees totaling $142,000 and $184,000 during the nine months ended September 30, 2022 and 2021, respectively.
CONCORDE CAREER COLLEGES, INC.
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
Note 10 - Government Regulation and Financial Aid
At September 30, 2022 and December 31, 2021, the Company’s management believes it has met the United States Department of Education’s (“USDE”) standards of financial responsibility.
Federal Student Financial Aid expenditures are subject to future audit by the USDE. The Company’s management believes the Federal Student Financial Aid Programs have been managed appropriately and does not anticipate any material adjustments resulting from future audits. Due to the complex nature of the USDE regulations, the ultimate impact of future audits on the Company’s consolidated financial statements could vary materially.
15
Document
Exhibit 99.3
UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION
Introduction
The following unaudited pro forma combined financial statements are presented to illustrate the estimated effects of the acquisition by Universal Technical institute Inc., a Delaware corporation (the “Company”), of Concorde Career Colleges, Inc., a Delaware corporation (“Concorde”) which was completed on December 1, 2022, and the effects of the Company’s New Revolving Credit Facility, entered into on November 18, 2022.
Under the terms of the stock purchase agreement, the Company acquired all of the issued and outstanding shares of capital stock of Concorde for a base purchase price of $50.0 million, less $1.3 million of net adjustments, for total cash consideration paid of $48.7 million (the “Acquisition”). As a result of the transaction contemplated by the purchase agreement, Concorde is now a wholly owned subsidiary of the Company. The Acquisition was funded with available cash on hand at December 1, 2022, the source of which was from borrowings under the Company's secured revolving credit facility entered into on November 18, 2022.
The Acquisition is being accounted for as a business combination using the acquisition method of accounting with the Company as the accounting acquirer in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 805, Business Combinations (“ASC 805”). Under this method of accounting, the respective purchase price for the Acquisition will be allocated to the assets acquired and liabilities assumed based upon their estimated fair values at the date of consummation of the Acquisition.
The following unaudited pro forma combined financial statements illustrate the effects of the Acquisition and the effects of the Company’s new secured revolving credit facility. The unaudited pro forma combined statements of operations for the fiscal year ended September 30, 2022 includes the effect of the Pro Forma Transaction assuming it took place on October 1, 2021, the beginning of the earliest period presented. The unaudited pro forma combined statements of operations for the fiscal year ended September 30, 2022 combines the Company’s unaudited consolidated statement of operations for the fiscal year ended September 30, 2022 with Concorde’s unaudited consolidated statement of operations for the twelve months ended September 30, 2022, (which combines the unaudited period from October 1, 2021 through December 31, 2021 with the unaudited nine months ended September 30, 2022). The unaudited pro forma combined balance sheet as of September 30, 2022, gives effect to the acquisition as if it took place on September 30, 2022, and combines the unaudited consolidated balance sheet of the Company as of September 30, 2022, with Concorde’s unaudited consolidated balance sheet as of September 30, 2022.
The unaudited pro forma combined financial information was prepared in accordance with the requirements of Article 11 of Regulation S-X, in accordance with SEC Final Rule Release No. 33-10786, Amendments to Financial Disclosures About Acquired and Disposed Businesses (“Release No. 33-10786”). Release No. 33-10786 replaces the existing pro forma adjustment criteria with simplified requirements to depict for the transaction (“Transaction Accounting Adjustments”) and the option to present the reasonably estimable synergies and other transaction effects that have occurred or are reasonably expected to occur (“Management’s Adjustments”). The Company has elected not to present Management’s Adjustments and has only presented Transaction Accounting Adjustments in the following unaudited pro forma combined financial information. The unaudited pro forma financial statements are provided for illustrative purposes only and does not purport to represent what the actual combined results would have been had the Acquisition and related financing transaction occurred on the dates indicated above, nor are they necessarily indicative of future combined results of operations. The unaudited pro forma statements of operations neither reflect the costs of any integration activities nor the synergies and benefits that may result from realization of any anticipated revenue growth or operational efficiencies expected to result from the acquisition of Concorde. Actual results may differ materially from the assumptions within the accompanying unaudited pro forma combined financial information.
The unaudited pro forma adjustments represent management’s estimates based on information available as of the date of this unaudited pro forma combined financial information and are subject to change as additional information becomes available and analyses are performed.
The unaudited pro forma combined financial information should be read in conjunction with the Company’s historical consolidated financial statements contained in its 2022 Annual Report on Form 10-K filed with the SEC on December 12, 2022 and the historical and combined financial statements of Concorde and accompanying notes filed as exhibits to this Form 8-K/A.
UNIVERSAL TECHNICAL INSTITUTE, INC.
UNAUDITED PRO FORMA COMBINED BALANCE SHEET
AS OF SEPTEMBER 30, 2022
| Historical | Transaction Accounting Adjustments | Reclassification Adjustments | Revolving Credit Facility Adjustments | Pro Forma Combined September 30, 2022 | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| September 30, 2022 | September 30, 2022 | ||||||||||||||
| UTI | Concorde | (Note 6) | (Note 4) | (Note 8) | |||||||||||
| CURRENT ASSETS | |||||||||||||||
| Cash and cash equivalents | $ | 66,452 | $ | 37,495 | $ | (48,726) | 6(a) | $ | 89,516 | 8(a) | $ | 144,737 | |||
| Restricted cash | 3,544 | — | 1,689 | 4(a) | 5,233 | ||||||||||
| Held-to-maturity investments | 28,918 | — | 28,918 | ||||||||||||
| Receivables, net | 16,450 | — | 11,248 | 4(b) | 27,698 | ||||||||||
| Accounts and notes receivable, net | 9,880 | (9,880) | 4(b) | — | |||||||||||
| Other accounts receivable | — | 84 | (84) | 4(b) | — | ||||||||||
| Notes receivable, current portion | 5,641 | — | 5,641 | ||||||||||||
| Prepaid expenses | 6,139 | 4,782 | 10,921 | ||||||||||||
| Refundable income taxes | — | 1,284 | (1,284) | 4(b) | — | ||||||||||
| Other current assets | 8,809 | — | 8,809 | ||||||||||||
| Total Current Assets | 135,953 | 53,525 | (48,726) | 1,689 | 89,516 | 231,957 | |||||||||
| Property, and equipment, net | 214,292 | 30,410 | (3,581) | 6(b) | 241,121 | ||||||||||
| Goodwill | 16,859 | — | 9,321 | 6(c) | 26,180 | ||||||||||
| Intangible assets | 14,215 | — | 4,069 | 6(d) | 731 | 4(c) | 19,015 | ||||||||
| Restricted cash deposits | — | 1,689 | (1,689) | 4(a) | — | ||||||||||
| Notes receivable, less current portion | 30,231 | 4,787 | (4,787) | 4(d) | 30,231 | ||||||||||
| Right-of-use assets for operating leases | 132,038 | 75,180 | 207,218 | ||||||||||||
| Deferred tax assets, net | 3,365 | 3,568 | 231 | 6(e) | 7,164 | ||||||||||
| Other assets | 5,958 | 1,145 | 4,056 | 4(c,d) | 484 | 8(b) | 11,643 | ||||||||
| TOTAL ASSETS | $ | 552,911 | $ | 170,304 | $ | (38,686) | $ | — | $ | 90,000 | $ | 774,529 | |||
| Historical | Transaction Accounting Adjustments | Reclassification Adjustments | Revolving Credit Facility Adjustments | Pro Forma Combined September 30, 2022 | |||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| September 30, 2022 | September 30, 2022 | ||||||||||||||
| UTI | Concorde | (Note 6) | (Note 4) | (Note 8) | |||||||||||
| CURRENT LIABILITIES | |||||||||||||||
| Accounts payable and accrued expenses | $ | 63,504 | $ | 2,170 | 6(h) | $ | 20,960 | 4(e) | $ | 86,634 | |||||
| Accounts payable | — | 12,161 | (12,161) | 4(e) | — | ||||||||||
| Accrued liabilities | — | 2,552 | (2,552) | 4(e) | — | ||||||||||
| Accrued salaries and wages | — | 5,969 | (5,969) | 4(e) | — | ||||||||||
| Deferred revenue | 54,223 | — | 20,589 | 4(f) | 74,812 | ||||||||||
| Prepaid tuition | — | 20,589 | (20,589) | 4(f) | — | ||||||||||
| Accrued tool sets | 3,176 | — | 3,176 | ||||||||||||
| Operating lease liability, current portion | 12,959 | 11,642 | 24,601 | ||||||||||||
| Long-term debt, current portion | 1,115 | 615 | 1,730 | ||||||||||||
| Other current liabilities | 2,745 | — | 2,745 | ||||||||||||
| Federal student financial assistance liability | — | 278 | (278) | 4(e) | — | ||||||||||
| Total Current Liabilities | 137,722 | 53,806 | 2,170 | — | — | 193,698 | |||||||||
| LONG-TERM LIABILITIES | |||||||||||||||
| Operating lease liability | 129,302 | 72,660 | 201,962 | ||||||||||||
| Long-term debt | 66,423 | 5,152 | 90,000 | 8(b) | 161,575 | ||||||||||
| Other liabilities | 4,067 | — | 4,067 | ||||||||||||
| TOTAL LIABILITIES | $ | 337,514 | $ | 131,618 | $ | 2,170 | $ | — | $ | 90,000 | $ | 561,302 | |||
| Historical | Transaction Accounting Adjustments | Reclassification Adjustments | Revolving Credit Facility Adjustments | Pro Forma Combined September 30, 2022 | |||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | ||
| September 30, 2022 | September 30, 2022 | ||||||||||||||
| UTI | Concorde | (Note 6) | (Note 4) | (Note 8) | |||||||||||
| SHAREHOLDERS' EQUITY | |||||||||||||||
| Commitments and contingencies | $ | — | $ | — | $ | — | |||||||||
| Common stock, Class A | — | 1 | (1) | 6(f) | — | ||||||||||
| Common stock, Class B | — | 9 | (9) | 6(f) | — | ||||||||||
| Common stock, $0.0001 par value, 100,000 shares authorized, 33,857 shares issued, and 33,775 shares outstanding as of September 30, 2022 | 3 | — | 3 | ||||||||||||
| Preferred stock, $0.0001 par value, 10,000 shares authorized; 676 shares of Series A Convertible Preferred Stock issued and outstanding as of September 30, 2022, liquidation preference of $100 per share | — | — | — | ||||||||||||
| Paid-in-capital - common | 148,372 | 81,237 | (81,237) | 6(f) | 148,372 | ||||||||||
| Paid-in-capital - preferred | 66,481 | — | 66,481 | ||||||||||||
| Treasury stock, at cost, 82 shares as of September 30, 2022 | (365) | — | (365) | ||||||||||||
| Retained deficit | (1,307) | (42,561) | 40,391 | 6(g,h) | (3,477) | ||||||||||
| Accumulated other comprehensive income | 2,213 | — | 2,213 | ||||||||||||
| Total shareholders' equity | 215,397 | 38,686 | (40,856) | — | — | 213,227 | |||||||||
| TOTAL LIABILITIES & SHAREHOLDERS' EQUITY | $ | 552,911 | $ | 170,304 | $ | (38,686) | $ | — | $ | 90,000 | $ | 774,529 |
The accompanying notes are an integral part of these unaudited pro forma combined financial statements.
UNIVERSAL TECHNICAL INSTITUTE, INC.
UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS
TWELVE MONTHS ENDED SEPTEMBER 30, 2022
| Historical | Transaction Accounting Adjustments | Reclassification Adjustments | Revolving Credit Facility Adjustments | Pro Forma Combined September 30, 2022 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| September 30, 2022 | September 30, 2022 | |||||||||||||
| UTI | Concorde | (Note 7) | (Note 5) | (Note 8) | ||||||||||
| Revenues | $ | 418,765 | $ | 199,367 | $ | 618,132 | ||||||||
| Operating expenses: | ||||||||||||||
| Educational services and facilities | 207,233 | — | (2,740) | 7(a,b) | 124,205 | 328,698 | ||||||||
| Selling, general and administrative | 189,158 | — | 2,170 | 7(e) | 66,879 | 258,207 | ||||||||
| Instruction costs and services | — | 61,571 | (61,571) | — | ||||||||||
| Selling and promotional | — | 30,335 | (30,335) | — | ||||||||||
| General and administrative | — | 91,518 | (91,518) | — | ||||||||||
| Provision for uncollectible accounts | — | 7,660 | (7,660) | — | ||||||||||
| Total operating expenses | 396,391 | 191,084 | (570) | — | — | 586,905 | ||||||||
| Income from operations | 22,374 | 8,283 | 570 | — | — | 31,227 | ||||||||
| Other (expense) income: | ||||||||||||||
| Interest income | 507 | 479 | 986 | |||||||||||
| Interest expense | (2,002) | (566) | (6,047) | 8(b) | (8,615) | |||||||||
| Other expense | (438) | — | (438) | |||||||||||
| Total other expense | (1,933) | (87) | — | — | (6,047) | (8,067) | ||||||||
| Income (loss) before income taxes | 20,441 | 8,196 | 570 | (6,047) | 23,160 | |||||||||
| Income tax benefit (expense) | 5,407 | (2,285) | (143) | 7(c) | 1,512 | 8(c) | 4,491 | |||||||
| Net income | 25,848 | 5,911 | 427 | — | (4,535) | 27,651 | ||||||||
| Preferred stock dividends | (5,159) | (5,159) | ||||||||||||
| Income available for distribution | 20,689 | 5,911 | 427 | — | (4,535) | 22,492 | ||||||||
| Income allocated to participating securities | (7,847) | (684) | 7(d) | (8,531) | ||||||||||
| Net income available to common shareholders | $ | 12,842 | $ | 5,911 | $ | (257) | $ | — | $ | (4,535) | $ | 13,961 | ||
| Historical | Transaction Accounting Adjustments | Reclassification Adjustments | Revolving Credit Facility Adjustments | Pro Forma Combined September 30, 2022 | ||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | ||||||
| September 30, 2022 | September 30, 2022 | |||||||||||||
| UTI | Concorde | (Note 7) | (Note 5) | (Note 8) | ||||||||||
| Earnings per share | ||||||||||||||
| Net income per share - basic | $ | 0.39 | $ | 0.42 | ||||||||||
| Net income per share - diluted | 0.38 | 0.41 | ||||||||||||
| Weighted average number of shares outstanding: | ||||||||||||||
| Basic | 33,218 | 33,218 | ||||||||||||
| Diluted | 33,743 | 33,743 |
The accompanying notes are an integral part of these unaudited pro forma combined financial statements.
NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS
Note 1 – Basis of Presentation
The accompanying unaudited pro forma combined financial information of the Company was prepared in accordance with Article 11 of SEC Regulation S-X. The September 30, 2022, unaudited pro forma combined balance sheet gives effect to the pro forma adjustments necessary to reflect the transaction as if it had occurred on September 30, 2022. The unaudited pro forma combined statement of operations gives effect to the pro forma adjustments to reflect the transaction as if it had occurred on October 1, 2021. The unaudited pro forma adjustments related to the transaction are based on available information and assumptions that management believes are directly attributable to the transaction and factually supportable.
The Company has concluded that the Acquisition represents a business combination pursuant to ASC 805. The Company has completed a preliminary external valuation analysis of the fair value of Concorde’s assets acquired and liabilities assumed. Using the total consideration for the transaction, the Company has preliminarily allocated the purchase price to such assets and liabilities as of the acquisition date, December 1, 2022. These preliminary purchase price allocations have been used to prepare pro forma adjustments in the unaudited pro forma financial statements. The final purchase price allocations will be determined when the Company has completed the detailed valuations, other studies and necessary calculations. The final purchase price allocations could differ materially from the preliminary purchase price allocations. The final purchase price allocations may include changes to leases, intangible assets, goodwill and other assets and liabilities based on the results of certain valuations and other studies that have yet to be completed.
Upon completion of the Acquisition, the Company is in the process of performing a comprehensive review of Concorde’s accounting policies. As a result of the review, the Company may identify additional differences between the accounting policies of the two companies, which when conformed, could have a material impact on the unaudited pro forma combined financial information. Based on a preliminary analysis, the Company did not identify any differences that would have a material impact on the unaudited pro forma combined financial information other than certain pro forma reclassifications which are described in Note 4 and Note 5. The reclassifications are necessary to present Concorde’s financial statements consistent with the Company’s financial statement presentation. Accordingly, this unaudited pro forma combined financial information assumes there are no material differences in accounting policies between the companies except for those reclassifications discussed below.
The unaudited pro forma combined financial information presented is for illustrative purposes only and is not necessarily indicative of the financial position or results of operations that would have been realized if the Acquisition and new secured revolving credit facility had been completed on the dates indicated, nor is it indicative of future operating results or financial position. The unaudited pro forma combined financial information does not reflect any cost savings, operating synergies, or revenue enhancements that the combined company may achieve as a result of the Acquisition, the costs to integrate the operations of the Company and Concorde or the costs necessary to achieve these cost savings, operating synergies, and revenue enhancements.
Note 2 - Description of the Transactions
The unaudited pro forma combined financial statements are presented to illustrate the estimated effects of the following transactions:
Stock Purchase Agreement
On May 3, 2022, the Company entered into a stock purchase agreement with Concorde. On December 1, 2022, the Company completed the acquisition contemplated by the previously announced stock purchase agreement.
Concorde is a leading provider of industry-aligned healthcare education programs in fields such as nursing, dental hygiene and medical diagnostics. Concorde operates 17 campuses across eight states with approximately 7,600 students, and offers its programs in ground, hybrid and online formats. The Acquisition aligns with the Company’s
growth and diversification strategy, which is focused on offering a broader array of high-quality, in-demand workforce education solutions which both prepare students for a variety of careers in fast-growing fields and help close the country's skills gap by leveraging key industry partnerships.
Under the terms of the stock purchase agreement, the Company acquired all of the issued and outstanding shares of capital stock of Concorde from the Seller for a base purchase price of $50.0 million, less $1.3 million in net adjustments, for total cash consideration paid of $48.7 million. As a result, Concorde is now a wholly-owned subsidiary of the Company. The consideration paid was funded by a new secured revolving credit facility entered into on November 18, 2022 which is described further below.
Description of the New Revolving Credit Facility
In connection with and in contemplation of the Acquisition, on November 18, 2022, the Company entered into a credit agreement with Fifth Third Bank, National Association (“Lender”) together referred to as the Loan Parties, to extend a revolving credit facility to the borrower to provide funds necessary for the purpose of providing working capital financing, funds for other general corporate purposes and funds for all or part of the Acquisition (the “Credit Agreement”). Under the Credit Agreement, the Company obtained a $100.0 million senior secured revolving credit facility with Fifth Third Bank, a national banking association for a term of three years (the “New Revolving Credit Facility”), unless earlier terminated pursuant to the terms and conditions set forth in the Credit Agreement. The New Revolving Credit Facility also includes a $20.0 million sub facility that is available for letters of credit, and it also includes certain debt financing fees as further described in Note 7. Concurrent with, and as a condition to, the New Revolving Credit Facility, the Loan Parties executed a Guaranty and Security Agreement for the benefit of the Lender, pursuant to which the Loan Parties (a) guaranteed the payment obligations of the Company under the Credit Agreement, and (b) secured the payment obligations of the Company with the assets of the Loan Parties (subject to certain exceptions).
The Credit Agreement provides that the revolver will amortize on an interest-only basis during its term with principal able to be borrowed, re-paid and re-borrowed throughout the term of the New Revolving Credit Facility and with the outstanding principal due and payable at maturity. Advances made under the New Revolving Credit Facility will bear interest at a floating rate equal to, at the Company’s option, either (a) the Base Rate, which is a variable rate equal to the greater of: (i) 3.5%, or (ii) the rate that the lender publicly announces, publishes or designates from time to time as its index rate or prime rate, or any successor rate thereto, in effect at its principal office, or (b) the Tranche Rate, which is a variable rate equal to the greater of (i) 0%, or (ii) the Secured Overnight Financing Rate (“SOFR”) relating to quotations for one (1) or three (3) months, as selected by the Company or as otherwise set pursuant to the terms of the Credit Agreement, as applicable, plus, in the case of any Term SOFR loan, an adjustment equal to 0.10% if the interest period is one (1) month and 0.15% if the interest period is three (3) months. Interest in the case of Tranche Rate loans will be increased by an applicable margin that varies from 1.75% up to 2.25% based on the Company’s then-current total leverage ratio.
The Company is subject to certain customary affirmative and negative covenants under the Credit Agreement for financing and for the New Revolving Credit Facility, including financial covenants such as total leverage ratio, a fixed charge coverage ratio, and a quick ratio. In addition, the Company is required to maintain a financial responsibility composite score of at least 1.4 as of the end of the fiscal year ending September 30, 2023, and of at least 1.5 as of the end of any fiscal year thereafter. Lastly, the Company is subject to a “clean off” provision, under which within the first 20 months after the initial draw under the New Revolving Credit Facility, the amount outstanding on the New Revolving Credit Facility will not exceed $20.0 million for a single 30 consecutive day period.
Note 3 – Preliminary Purchase Price Allocations
The Acquisition, which closed on December 1, 2022, resulted in the Company acquiring all of the issued and outstanding shares of capital stock of Concorde for a base purchase price of $50.0 million, less $1.3 million of net adjustments, for total cash consideration paid of $48.7 million. The Company acquired both the operations and property and equipment of Concorde.
The acquisition accounting is dependent upon certain valuations and other studies that have yet to progress to a stage where there is sufficient information for a final measurement. The Company is in the process of completing the valuations and other studies and will finalize the allocation of consideration as soon as practicable, but in no event later than one year following the closing date of the Acquisition. The assets and liabilities of Concorde have been measured based on various preliminary estimates using assumptions that the Company believes are reasonable based on information that is currently available. Accordingly, the transaction related adjustments are preliminary and have been made solely for the purpose of providing pro forma financial statements prepared in accordance with Article 11 of Regulation S-X. Differences between these preliminary estimates and the final acquisition accounting may occur and these differences could have a material impact on the accompanying pro forma financial statements and the combined company’s future results of operations and financial position.
The Company has performed a preliminary valuation analysis of the fair value of Concorde's assets and liabilities. The following table sets forth a preliminary allocation of the cash consideration to the identifiable assets acquired and liabilities assumed of Concorde based on Concorde’s unaudited consolidated balance sheet as of December 1, 2022, with the excess recorded to goodwill (in thousands):
| Cash and cash equivalents | $ | 30,064 |
|---|---|---|
| Restricted cash | 1,689 | |
| Accounts receivable | 10,814 | |
| Prepaid expenses | 3,490 | |
| Other current assets | 828 | |
| Property and equipment | 26,829 | |
| Operating lease right-of-use assets | 71,912 | |
| Goodwill | 10,133 | |
| Intangibles | 4,800 | |
| Deferred tax assets | 3,799 | |
| Other assets | 4,997 | |
| Total assets acquired | 169,355 | |
| Accounts payable and accrued expenses | (15,762) | |
| Deferred revenue | (16,471) | |
| Operating lease liability, current portion | (11,720) | |
| Long-term debt, current portion (1) | (630) | |
| Other current liabilities | (208) | |
| Long-term debt (1) | (5,037) | |
| Operating lease liability, net of current portion | (70,801) | |
| Total liabilities assumed | (120,629) | |
| Net assets acquired | $ | 48,726 |
(1) Long-term debt consists of one lease classified as a finance lease under ASC 842.
Factors that contributed to a purchase price resulting in the recognition of goodwill includes Concorde’s strategic fit into the Company’s growth and diversification strategy, which is focused on offering a broader array of high-quality, in-demand workforce education solutions which both prepare students for a variety of careers in fast-growing fields and help close the country's skills gap by leveraging key industry partnerships. None of the goodwill is expected to be deductible for tax purposes. Goodwill is reviewed at least annually for impairment, or more frequently if there are indicators of impairment, which might result from the deterioration in the operating performance of acquired businesses, adverse market conditions, adverse changes in applicable laws or regulations and a variety of other
circumstances. Any resulting impairment charge is recognized as an expense in the period in which impairment is identified.
The Company previously early-adopted ASU 2021-08, Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, therefore no reclassification adjustments were made to deferred revenue. In addition, Concorde early adopted ASU 2016-13, Financial Instruments—Credit Losses, during 2022 and concluded there was no impact associated with the adoption of the new standard.
Note 4 – Accounting policies and reclassification adjustments for the Consolidated Balance Sheet
Accounting Policies
The accounting policies used in the preparation of this unaudited pro forma combined financial information are those set out in the Company’s 2022 Annual Report on Form 10-K filed with the SEC on December 12, 2022. The Company is in the process of reviewing the accounting policies of Concorde to ensure conformity of such accounting policies to those of the Company and, as a result of that review, the Company may identify differences among the accounting policies of the two companies, that when conformed, could have an impact on the consolidated financial statements. The Company has identified the new accounting policy noted below.
New Significant Accounting Policy for Retail Installment Contract Receivables
Concorde currently and historically offers certain students retail installment contracts for payment of their tuition that is not covered by federal student financial aid or other funding sources. The retail installment contracts are due to Concorde from current and former students and are generally due over a period of one to two years and bear interest ranging from 0 percent to 15 percent. Due to the fact that there is no interest imposed on certain of the retail installment contracts, primarily while students are actively completing their selected programs, we calculate the imputed interest expense on the retail installment contracts. However, the imputed interest expense is not considered material for such retail installment contracts and therefore not recorded. Retail installment contract receivables are recorded at amortized cost less an allowance for credit losses that are not expected to be recovered. The allowance for credit losses is recognized at inception and is reassessed each reporting period. The short-term portion of the retail installment contract receivable and related allowance for credit losses are included in “Receivables, net” while the long-term portion of the retail installment contract receivable and related allowance for credit losses is presented in “Other assets” on our consolidated balance sheet.
Reclassification Adjustments
Certain reclassification adjustments have been made to the unaudited pro forma combined financial information below, these represent the reclassification of balance sheet accounts at Concorde to conform to the presentation used by the Company.
a)Reflects the reclassification adjustment of Concorde “Restricted cash deposits” to “Restricted cash” to conform to the presentation used by the Company.
b) Reflects the reclassification adjustment of Concorde “Accounts and notes receivable, net,” “Other accounts receivable,” and “Refundable income taxes” to “Receivables, net” to conform to the presentation used by the Company. The current portion of the retail installment contract receivables is presented in “Receivables, net.” See note (d) below for additional details on the retail installment contracts receivable.
c) Reflects the reclassification adjustment of Concorde intangible assets previously included in “Other assets” to “Intangible assets” to conform to the presentation used by the Company.
d) Reflects the reclassification adjustment of Concorde “Notes receivable, less current portion” to “Other assets” to conform to the presentation used by the Company. The balance represents the long-term portion
of Concorde’s retail installment contract receivables. The current portion of the retail installment contract receivables is presented in “Receivables, net.”
Additionally, includes the reclassification adjustment of Concorde intangible assets previously included in “Other assets” to “Intangible assets” to conform to the presentation used by the Company.
| Reclassify the long-term portion of retail installment contracts receivable | $ | 4,787 |
|---|---|---|
| Reclassify intangible assets | (731) | |
| Net adjustment to Other assets | $ | 4,056 |
e) Reflects the reclassification adjustment of Concorde “Accounts payable,” “Accrued liabilities,” “Accrued salaries and wages,” and “Federal student financial assistance liability” to “Accounts payable and accrued expenses” to conform to the presentation used by the Company.
| Reclassify Accounts payable | $ | 12,161 |
|---|---|---|
| Reclassify Accrued liabilities | 2,552 | |
| Reclassify Accrued salaries and wages | 5,969 | |
| Reclassify Federal student financial assistance liability | 278 | |
| Net adjustment to Accounts payable and accrued expenses | $ | 20,960 |
f) Reflects the reclassification adjustment of Concorde “Prepaid tuition” to “Deferred revenue” to conform to the presentation used by the Company.
Note 5 - Accounting policies and reclassification adjustments for the Consolidated Income Statement
The accounting policies used in the preparation of this unaudited pro forma combined financial information are those set out in the Company’s 2022 Annual Report on Form 10-K filed with the SEC on December 12, 2022. The Company is in the process of reviewing the accounting policies of Concorde to ensure conformity of such accounting policies to those of the Company and, as a result of that review, the Company may identify differences among the accounting policies of the two companies, that when conformed, could have a material impact on the consolidated financial statements.
Certain reclassification adjustments have been made to the unaudited pro forma combined financial information below, these represent the reclassification of income statement accounts at Concorde to conform to the presentation used by the Company.
| Operating expenses reclassified to Educational services and facilities: | ||
|---|---|---|
| Instruction costs and services | $ | 61,571 |
| Selling and promotional | 10,299 | |
| General and administrative | 44,675 | |
| Provision for uncollectible accounts | 7,660 | |
| Total | $ | 124,205 |
| Operating expenses reclassified to Selling, general and administrative: | ||
| Selling and promotional | $ | 20,036 |
| General and administrative | 46,843 | |
| $ | 66,879 |
Note 6 - Unaudited Pro Forma Combined Balance Sheet
The following adjustments have been made to the accompanying unaudited pro forma combined balance sheet as of September 30, 2022.
a)Reflects the adjustment to cash of $48.7 million, which would have been financed through borrowings under the New Revolving Credit Facility, if the transaction closed on September 30, 2022.
b)Reflects the purchase price accounting adjustment of property and equipment and finance leases based on the acquisition method of accounting as shown in thousands:
| Elimination of Concorde's property and equipment —carrying value | $ | (30,410) |
|---|---|---|
| Property and equipment —fair value | 27,501 | |
| Financing right of use assets – unfavorable market value reduction | (672) | |
| Net adjustment to property and equipment | $ | (3,581) |
c)Reflects the preliminary goodwill for the estimated acquisition consideration in excess of the fair value of the net assets acquired in connection with the Acquisition. Refer to Note 3 for additional information on the goodwill expected to be recognized.
d)Reflects the preliminary purchase accounting adjustment for estimated intangible assets based on the acquisition method of accounting as shown in thousands. The estimated useful lives for trademarks, trade names and curriculum were determined based on a review of the time period over which economic benefit is estimated to be generated as well as additional factors. Accreditations and regulatory approvals are integral to operations of the Company and will be renewed as needed and used indefinitely.
| Elimination of Concorde's intangibles assets - carrying value | $ | (731) |
|---|---|---|
| Intangible assets - fair value | 4,800 | |
| Net adjustment to intangible assets | $ | 4,069 |
| Intangible Assets | Fair Value | |
| --- | --- | |
| Accreditations and regulatory approvals | 2,800 | |
| Trademarks and trade names | 500 | |
| Curriculum | 1,500 | |
| 4,800 |
All values are in US Dollars.
e)This adjustment reflects deferred tax assets (“DTAs”) and deferred tax liabilities (“DTLs”) resulting from pro forma fair value adjustments of the acquired assets and assumed liabilities based on applicable statutory tax rates for the jurisdictions associated with the respective estimated purchase price allocation. The originating net DTA is primarily related to the preliminary purchase price allocation associated with fair value adjustments to: Property and Equipment and ROU asset, offset by DTL for acquired intangible assets without tax basis. The estimate of net DTAs is preliminary and is subject to change based upon the Company’s final determination of the fair value of assets acquired and liabilities assumed, by jurisdiction including the final allocation across such legal entities and related jurisdictions.
f)Represents the elimination of the net parent investment in Concorde as follows (in thousands):
| Common Stock | Paid-in-capital - common | |||
|---|---|---|---|---|
| Elimination of historical Concorde equity | $ | (10) | $ | (81,237) |
g)Reflects the following adjustments to retained deficit:
| Elimination of Concorde's historical retained deficit | $ | 42,561 |
|---|---|---|
| Accrual for transaction costs incurred by the Company post September 30, 2022 and transaction costs expected to be incurred by the Company | (2,170) | |
| Net adjustment to retained deficit | $ | 40,391 |
h)Represents an adjustment to accounts payable and accrued expenses for the transaction costs incurred by the Company between October 1, 2022 and December 1, 2022 and future transaction costs expected to be incurred by the Company. Such transactions expenses relate to legal, financial advisory and other professional fees related to the Acquisition which are not expected to reoccur.
Note 7 - Unaudited Pro Forma Combined Statements of Operations
The following adjustments have been made to the accompanying unaudited pro forma combined statement of operations for the twelve months ended September 30, 2022.
a)Reflects the adjustment to record new amortization expense based on the fair value of the identifiable acquired intangible assets (in thousands).
| Fair Value | Amortization Expense | ||
|---|---|---|---|
| Accreditations and regulatory approvals | 2,800 | $ | — |
| Trademarks and trade names | 500 | 50 | |
| Curriculum | 1,500 | 300 | |
| 4,800 | 350 | ||
| Historical amortization expense | (287) | ||
| Transaction accounting adjustments to amortization | $ | 63 |
All values are in US Dollars.
b)Reflects the depreciation expense adjustment resulting from the fair value adjustment of the property and equipment acquired from Concorde. The estimated fair value of the property and equipment was lower than Concorde’s carrying value, therefore depreciation expense would decrease. The adjustment below eliminates historical depreciation expense, records new depreciation expense based on the fair value of the property and equipment acquired. Pro forma depreciation expense related to property and equipment is calculated using the straight-line method. Furniture and equipment are depreciated over the estimated useful lives of the assets (three to five years) using the straight-line method. Leasehold improvements are amortized over the shorter of their estimated useful life or terms of the related leases using the straight-line method.
| Recognition of annual depreciation expense based on fair value of property and equipment on a straight-line basis | $ | 4,368 |
|---|---|---|
| Elimination of historical depreciation expense | (7,171) | |
| Transaction accounting adjustment to depreciation expense | $ | (2,803) |
c)Reflects the net transaction adjustment impact to pretax book income at the estimated U.S. federal and state statutory income tax rate of 25%.
d)Reflects adjustment to the income allocated to participating securities as of September 30, 2022, as if the acquisition had occurred on October 1, 2021. The Company calculates earnings per share pursuant to the two-class method. The two-class method uses net income available to common shareholders and assumes conversion of all potential shares other than the participating securities. Under the two-class method all earnings, distributed and undistributed, are allocated to common shares and participating securities based on their respective rights to receive dividends. See Note 9 for a table which summarizes the computation of earnings per share.
e)Represents an adjustment to selling, general and administrative expenses for the transaction costs incurred by the Company between October 1, 2022 and December 1, 2022 and future transaction costs expected to be incurred by the Company. Such transactions expenses relate to legal, financial advisory and other professional fees related to the Acquisition which are not expected to reoccur.
Note 8 – New Revolving Credit Facility Adjustments
To finance the acquisition, the Company completed a borrowing of $90 million under the New Revolving Credit Facility. Approximately $48.7 million of the $90 million in proceeds from the New Revolving Credit Facility were used to fund the acquisition. The remaining proceeds will be used to support both current and future business needs, which may include working capital management, supporting internal initiatives, acquisition and other activities related to the Company’s growth and diversification strategy. The unaudited pro forma combined financial statements reflect the following adjustments related to the financing:
a)Reflects the New Revolving Credit Facility funding in thousands as described in Note 2 and the payment of debt issuance costs.
| Cash proceeds from the revolving credit facility | $ | 90,000 |
|---|---|---|
| Debt issuance costs paid | (484) | |
| Net adjustment to cash and cash equivalents | $ | 89,516 |
b)Reflects the new long-term debt from the New Revolving Credit Facility to fund the Acquisition. In executing the New Revolving Credit Facility, the Company incurred $0.5 million in debt issuance costs which have been recorded in “Other assets.” At the June 18, 2015, EITF meeting, the SEC staff confirmed that ASC 835-30, as amended by ASU 2015-03, “does not address the presentation and subsequent measurement of debt issuance costs related to line-of-credit arrangements” and announced that it would “not object to an entity deferring and presenting [such] costs as an asset and subsequently amortizing the . . . costs ratably over the term of the line-of-credit arrangement.” Under the method outlined by the SEC staff, an entity presents unamortized debt issuance costs associated with a line-of-credit or revolving-debt arrangement as an asset even if the entity currently has a recognized debt liability for amounts outstanding under the arrangement. Further, the entity amortizes such costs over the life of the arrangement irrespective of whether it repays previously drawn amounts.The following tables summarizes the borrowings under the revolving credit facility and impact of the amortization of the debt issuance costs (in thousands):
| Principal Outstanding | Blended Interest Rate | Unamortized Debt Issuance Costs Presented in Other Assets | Net Cash Proceeds | ||
|---|---|---|---|---|---|
| Revolving Credit Facility | $ 90,000 | 6.54% | $ (484) | $89,516 | |
| Term | Long-Term Debt | ||||
| --- | --- | --- | --- | --- | --- |
| Revolving Credit Facility | 3 Year | - | $ 90,000 |
All values are in US Dollars.
| Pro Forma Year Ended September 30, 2022 | ||
|---|---|---|
| Interest expense on anticipated borrowings | $ | 5,886 |
| Amortization of debt issuance costs | 161 | |
| Net adjustment to interest expense | $ | 6,047 |
c)Reflects the income tax benefit of the interest expense at the estimated U.S. federal and state statutory income tax rate of 25%.
A sensitivity analysis on interest expense for the year ended September 30, 2022, has been performed to assess the effect of a change of 12.5 basis points of the hypothetical interest would have on the new debt. The following tables shows the change in interest expense in thousands for the New Revolving Credit Facility:
| Interest Rate | ||
|---|---|---|
| Senior Secured Revolving Credit Facility (Revolver) | 3-month SOFR + 2.00% Margin + .15% Credit Spread Adjustment | |
| Pro Forma Year Ended September 30, 2022 | ||
| --- | --- | --- |
| Interest expense assuming: | ||
| Increase of 12.5 basis points | $ | 113 |
| Decrease of 12.5 basis points | (113) |
Note 9 - Earnings Per Share
Represents the earnings per share for the year ended September 30, 2022 calculated using the historical basic and diluted weighted average shares outstanding as a result of the pro forma adjustments. There were no shares issued in connection with the Acquisition. The following table summarizes the computation of basic and diluted earnings per common share under the two-class, as well as the anti-dilutive shares excluded (in thousands, except share per share data):
| Basic pro forma earnings per common share: | |||
|---|---|---|---|
| Pro forma net income | $ | 27,651 | |
| Less: Preferred stock dividend declared | (5,159) | ||
| Income available for distribution | 22,492 | ||
| Pro forma income allocated to participating securities | (8,531) | ||
| Pro forma net income available to common shareholders | 13,961 | ||
| Weighted average basic shares outstanding | 33,218 | ||
| Basic pro forma income per common share | $ | 0.42 | |
| Diluted pro forma earnings per common share: | |||
| --- | --- | --- | --- |
| Method used: | Two-class | ||
| Pro forma net income available to common shareholders | $ | 13,961 | |
| Weighted average basic shares outstanding | 33,218 | ||
| Dilutive effect related to employee stock plans | 525 | ||
| Weighted average diluted shares outstanding | 33,743 | ||
| Diluted pro forma income per common share | $ | 0.41 |
17