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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
(Mark One) | |
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
For the quarterly period ended | |
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or | |
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
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For the transition period from _____ to _____ | |
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Commission File Number: | |
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of | (I.R.S. Employer |
incorporation or organization) | Identification No.) |
|
|
(Address of principal executive offices) | (Zip Code) |
(
(Registrant’s telephone number; including area code)
Not Applicable
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
þ | Accelerated filer | ☐ | ||
Non-accelerated filer | ◻ | Smaller reporting company | ||
|
| 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. ◻
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
As of April 28, 2022, there were
Adtalem Global Education Inc.
Form 10-Q
Table of Contents
| Page | |
Item 1. | 1 | |
1 | ||
2 | ||
3 | ||
4 | ||
5 | ||
6 | ||
Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 41 |
Item 3. | 62 | |
Item 4. | 63 | |
Item 1. | 63 | |
Item 1A. | 63 | |
Item 2. | 64 | |
Item 3. | 64 | |
Item 4. | 64 | |
Item 5. | 64 | |
Item 6. | 65 | |
66 |
Part I. Financial Information
Item 1. Financial Statements
Adtalem Global Education Inc.
Consolidated Balance Sheets
(unaudited)
(in thousands, except par value)
March 31, | June 30, | March 31, | |||||||
2022 | 2021 | 2021 | |||||||
Assets: | |||||||||
Current assets: | |||||||||
Cash and cash equivalents | $ | | $ | | $ | | |||
Restricted cash |
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Accounts receivable, net |
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Prepaid expenses and other current assets |
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Current assets held for sale |
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Total current assets |
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Noncurrent assets: |
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Property and equipment, net | | | | ||||||
Operating lease assets |
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Deferred income taxes |
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Intangible assets, net |
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Goodwill |
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Other assets, net |
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Noncurrent assets held for sale |
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Total noncurrent assets |
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Total assets | $ | | $ | | $ | | |||
Liabilities and shareholders' equity: |
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Current liabilities: |
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Accounts payable | $ | | $ | | $ | | |||
Accrued payroll and benefits |
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Accrued liabilities |
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Deferred revenue |
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Current operating lease liabilities |
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Current portion of long-term debt |
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Current liabilities held for sale |
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Total current liabilities |
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Noncurrent liabilities: |
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Long-term debt |
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Long-term operating lease liabilities |
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Deferred income taxes |
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Other liabilities |
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Noncurrent liabilities held for sale |
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Total noncurrent liabilities |
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Total liabilities |
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Commitments and contingencies (Note 19) |
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Redeemable noncontrolling interest |
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Shareholders' equity: |
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Common stock, $ |
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Additional paid-in capital |
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Retained earnings |
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Accumulated other comprehensive loss |
| ( |
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Treasury stock, at cost, |
| ( |
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Total shareholders' equity |
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Total liabilities and shareholders' equity | $ | | $ | | $ | | |||
See accompanying Notes to Consolidated Financial Statements.
1
Adtalem Global Education Inc.
Consolidated Statements of Income
(unaudited)
(in thousands, except per share data)
Three Months Ended | Nine Months Ended | ||||||||||||
March 31, | March 31, | ||||||||||||
2022 | 2021 | 2022 | 2021 | ||||||||||
Revenue | $ | | $ | | $ | | $ | | |||||
Operating cost and expense: |
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Cost of educational services |
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Student services and administrative expense |
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Restructuring expense |
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Business acquisition and integration expense |
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Total operating cost and expense |
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Operating income |
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Other income (expense): |
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Interest and dividend income |
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Interest expense |
| ( |
| ( |
| ( |
| ( | |||||
Investment gain | — | | | | |||||||||
Net other expense |
| ( |
| ( |
| ( |
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(Loss) income from continuing operations before income taxes |
| ( |
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Benefit from (provision for) income taxes |
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Income (loss) from continuing operations |
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Discontinued operations: |
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Income from discontinued operations before income taxes |
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Gain on disposal of discontinued operations before income taxes | |
| — |
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Provision for income taxes |
| ( |
| ( |
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Income (loss) from discontinued operations |
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Net income |
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Net loss attributable to redeemable noncontrolling interest from discontinued operations |
| — |
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Net income attributable to Adtalem | $ | | $ | | $ | | $ | | |||||
Amounts attributable to Adtalem: |
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Net income (loss) from continuing operations | $ | | $ | | $ | ( | $ | | |||||
Net income from discontinued operations |
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Net income attributable to Adtalem | $ | | $ | | $ | | $ | | |||||
Earnings (loss) per share attributable to Adtalem: |
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Basic: |
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Continuing operations | $ | | $ | | $ | ( | $ | | |||||
Discontinued operations | $ | | $ | | $ | | $ | | |||||
Total basic earnings per share | $ | | $ | | $ | | $ | | |||||
Diluted: |
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Continuing operations | $ | | $ | | $ | ( | $ | | |||||
Discontinued operations | $ | | $ | | $ | | $ | | |||||
Total diluted earnings per share | $ | | $ | | $ | | $ | | |||||
Weighted-average shares outstanding: | |||||||||||||
Basic shares | | | | | |||||||||
Diluted shares | | | | | |||||||||
See accompanying Notes to Consolidated Financial Statements.
2
Adtalem Global Education Inc.
Consolidated Statements of Comprehensive Income
(unaudited)
(in thousands)
Three Months Ended | Nine Months Ended | ||||||||||||
March 31, | March 31, | ||||||||||||
2022 | 2021 | 2022 | 2021 | ||||||||||
Net income | $ | | $ | | $ | | $ | | |||||
Other comprehensive income (loss), net of tax |
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(Loss) gain on foreign currency translation adjustments |
| ( |
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Unrealized loss on available-for-sale marketable securities |
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Unrealized gain on interest rate swap | | | | | |||||||||
Comprehensive income before reclassification |
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Reclassification adjustment for realized gain on foreign currency translation adjustments | ( | | ( | | |||||||||
Reclassification adjustment for unrealized loss on interest rate swap | | | | | |||||||||
Comprehensive income |
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Comprehensive loss attributable to redeemable noncontrolling interest from discontinued operations |
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Comprehensive income attributable to Adtalem | $ | | $ | | $ | | $ | | |||||
See accompanying Notes to Consolidated Financial Statements.
3
Adtalem Global Education Inc.
Consolidated Statements of Cash Flows
(unaudited)
(in thousands)
Nine Months Ended | ||||||
March 31, | ||||||
2022 | 2021 | |||||
Operating activities: | ||||||
Net income | $ | | $ | | ||
(Income) loss from discontinued operations |
| ( |
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(Loss) income from continuing operations | ( | | ||||
Adjustments to reconcile net income to net cash provided by operating activities: |
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Stock-based compensation expense |
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Amortization and adjustments to operating lease assets | | | ||||
Depreciation |
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Amortization of intangible assets |
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Amortization and write-off of debt discount and issuance costs | | | ||||
Provision for bad debts | | | ||||
Deferred income taxes |
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| ( | ||
Loss on disposals, accelerated depreciation, and adjustments to property and equipment |
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Realized and unrealized gain on investments | | ( | ||||
Changes in assets and liabilities: |
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Accounts receivable |
| ( |
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Prepaid expenses and other current assets |
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| ( | ||
Accounts payable |
| ( |
| ( | ||
Accrued payroll and benefits | ( | ( | ||||
Accrued liabilities |
| ( |
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Deferred revenue |
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Operating lease liabilities | ( | ( | ||||
Other assets and liabilities |
| ( |
| ( | ||
Net cash provided by operating activities-continuing operations |
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Net cash (used in) provided by operating activities-discontinued operations |
| ( |
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Net cash provided by operating activities |
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Investing activities: |
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Capital expenditures |
| ( |
| ( | ||
Proceeds from sales of marketable securities | | | ||||
Purchases of marketable securities |
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Payment for purchase of business, net of cash and restricted cash acquired |
| ( |
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Cash received on DeVry University loan | | | ||||
Net cash used in investing activities-continuing operations |
| ( |
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Net cash used in investing activities-discontinued operations |
| ( |
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Proceeds from sale of business, net of cash transferred |
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Net cash used in investing activities |
| ( |
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Financing activities: |
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Proceeds from exercise of stock options |
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Employee taxes paid on withholding shares |
| ( |
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Proceeds from stock issued under Colleague Stock Purchase Plan |
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Repurchases of common stock for treasury |
| ( |
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Payment for purchase of equity forward contract | ( | | ||||
Proceeds from long-term debt |
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Repayments of long-term debt |
| ( |
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Payment of debt discount and issuance costs |
| ( |
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Payment for purchase of redeemable noncontrolling interest of subsidiary |
| ( |
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Net cash (used in) provided by financing activities |
| ( |
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Effect of exchange rate changes on cash, cash equivalents and restricted cash |
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Net (decrease) increase in cash, cash equivalents and restricted cash |
| ( |
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Cash, cash equivalents and restricted cash at beginning of period |
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Cash, cash equivalents and restricted cash at end of period |
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Less: cash, cash equivalents and restricted cash of discontinued operations at end of period |
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Cash, cash equivalents and restricted cash of continuing operations at end of period | $ | | $ | | ||
See accompanying Notes to Consolidated Financial Statements.
4
Adtalem Global Education Inc.
Consolidated Statements of Shareholders’ Equity
(unaudited)
(in thousands)
Accumulated | ||||||||||||||||||||||||
Additional | Other | |||||||||||||||||||||||
Common Stock | Paid-In | Retained | Comprehensive | Treasury Stock | ||||||||||||||||||||
Shares | Amount | Capital | Earnings | Loss | Shares | Amount | Total | |||||||||||||||||
December 31, 2020 | | $ | | $ | | $ | | $ | ( | | $ | ( | $ | | ||||||||||
Net income attributable to Adtalem |
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Other comprehensive loss, net of tax |
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Stock-based compensation |
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Net activity from stock-based compensation awards |
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| ( |
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Proceeds from stock issued under Colleague Stock Purchase Plan | ( | ( | | | ||||||||||||||||||||
Repurchases of common stock for treasury |
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| ( |
| ( | |||||||||||||
March 31, 2021 | | $ | | $ | | $ | | $ | ( | | $ | ( | $ | | ||||||||||
December 31, 2021 | | $ | | $ | | $ | | $ | ( | | $ | ( | $ | | ||||||||||
Net income attributable to Adtalem |
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Other comprehensive loss, net of tax |
| ( |
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Reclassification adjustment for realized gain on foreign currency translation adjustments | ( | ( | ||||||||||||||||||||||
Stock-based compensation |
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Net activity from stock-based compensation awards |
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| ( |
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Proceeds from stock issued under Colleague Stock Purchase Plan |
| ( | ( |
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Repurchases of common stock for treasury |
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Equity forward contract |
| ( |
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March 31, 2022 | | $ | | $ | | $ | | $ | ( | | $ | ( | $ | | ||||||||||
June 30, 2020 | | $ | | $ | | $ | | $ | ( | | $ | ( | $ | | ||||||||||
Net income attributable to Adtalem |
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Other comprehensive income, net of tax |
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Stock-based compensation |
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Net activity from stock-based compensation awards |
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| ( |
| ( | ||||||||||
Proceeds from stock issued under Colleague Stock Purchase Plan | ( | ( | | | ||||||||||||||||||||
Repurchases of common stock for treasury |
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| ( |
| ( | |||||||||||||
March 31, 2021 | | $ | | $ | | $ | | $ | ( | | $ | ( | $ | | ||||||||||
June 30, 2021 | | $ | | $ | | $ | | $ | ( | | $ | ( | $ | | ||||||||||
Net income attributable to Adtalem |
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Other comprehensive income, net of tax |
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Reclassification adjustment for realized gain on foreign currency translation adjustments |
| ( |
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Reclassification adjustment for unrealized loss on interest rate swap |
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Stock-based compensation |
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Net activity from stock-based compensation awards |
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| ( |
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Proceeds from stock issued under Colleague Stock Purchase Plan |
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Repurchases of common stock for treasury |
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Equity forward contract |
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March 31, 2022 | | $ | | $ | | $ | | $ | ( | | $ | ( | $ | | ||||||||||
See accompanying Notes to Consolidated Financial Statements.
5
Adtalem Global Education Inc.
Notes to Consolidated Financial Statements
(unaudited)
Table of Contents
Note |
| Page |
1 | 7 | |
2 | 7 | |
3 | 9 | |
4 | 11 | |
5 | 13 | |
6 | 15 | |
7 | 16 | |
8 | 17 | |
9 | 17 | |
10 | 21 | |
11 | 21 | |
12 | 23 | |
13 | 25 | |
14 | 30 | |
15 | 31 | |
16 | 32 | |
17 | 32 | |
18 | 34 | |
19 | 36 | |
20 | 38 |
6
1. Nature of Operations
In this Quarterly Report on Form 10-Q, Adtalem Global Education Inc., together with its subsidiaries, is collectively referred to as “Adtalem,” “we,” “our,” “us,” or similar references.
Adtalem is a leading workforce solutions provider. During the first quarter of fiscal year 2022, Adtalem made a change to its reportable segments to align with current strategic priorities and resource allocation.
Beginning in the second quarter of fiscal year 2022, Adtalem eliminated its Financial Services segment when the Association of Certified Anti-Money Laundering Specialists (“ACAMS”), Becker Professional Education (“Becker”), OnCourse Learning (“OCL”), and EduPristine were classified as discontinued operations and assets held for sale. In accordance with U.S. generally accepted accounting principles (“GAAP”), we have classified ACAMS, Becker, OCL, and EduPristine entities as “Held for Sale” and “Discontinued Operations” in all periods presented as applicable. As a result, all financial results, disclosures, and discussions of continuing operations in this Quarterly Report on Form 10-Q exclude ACAMS, Becker, OCL, and EduPristine operations, unless otherwise noted. On March 10, 2022, we completed the sale of ACAMS, Becker, and OCL. We are in the process of selling EduPristine and expect to close during the fourth quarter of fiscal year 2022. In addition, we continue to incur costs associated with ongoing litigation and settlements related to the DeVry University divestiture, which was completed during fiscal year 2019, and are classified as expense within discontinued operations. See Note 4 “Discontinued Operations and Assets Held for Sale” for additional information.
We present
Chamberlain – Offers degree and non-degree programs in the nursing postsecondary education industry. This segment includes the operations of Chamberlain University (“Chamberlain”).
Walden – Offers more than
Medical and Veterinary – Offers degree and non-degree programs in the medical and veterinary postsecondary education industry. This segment includes the operations of the American University of the Caribbean School of Medicine (“AUC”), Ross University School of Medicine (“RUSM”), and Ross University School of Veterinary Medicine (“RUSVM”), which are collectively referred to as the “medical and veterinary schools.”
“Home Office and Other” includes activities not allocated to a reportable segment. See Note 20 “Segment Information” for additional information.
2. Summary of Significant Accounting Policies
Basis of Presentation
A full listing of our significant accounting policies is described in Note 2 “Summary of Significant Accounting Policies” of our Annual Report on Form 10-K for the fiscal year ended June 30, 2021 (“2021 Form 10-K”). We have prepared the accompanying unaudited consolidated financial statements in accordance with GAAP for interim financial statements and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (which are normal and recurring in nature) considered necessary for a fair presentation have been included. The year-end balance sheet data was derived from audited financial statements, but does not include all disclosures required by GAAP. These consolidated financial statements and accompanying notes should be read in conjunction with our annual consolidated financial statements and the notes thereto included in our 2021 Form 10-K.
7
We use the same accounting policies in preparing quarterly and annual financial statements. Unless otherwise noted, amounts presented within the Notes to Consolidated Financial Statements refer to our continuing operations.
Certain prior period amounts have been reclassified for consistency with the current period presentation.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the financial statements, as well as the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.
Although our current estimates contemplate current conditions, including the impact of the novel coronavirus (“COVID-19”) pandemic, and how we anticipate them to change in the future, as appropriate, it is reasonably possible that actual conditions could differ from what was anticipated in those estimates, which could materially affect our results of operations and financial condition. On March 11, 2020, the COVID-19 outbreak was declared a pandemic by the World Health Organization, which recommended containment and mitigation measures worldwide. COVID-19 and the response of governmental and public health organizations in dealing with the pandemic included restricting general activity levels within communities, the economy, and operations of our customers. While we have experienced an impact to our business, operations, and financial results as a result of the COVID-19 pandemic, it may have even more far-reaching impacts on many aspects of our operations including the impact on customer behaviors, business operations, our employees, and the market in general. The extent to which the COVID-19 pandemic ultimately impacts our business, financial condition, results of operations, cash flows, and liquidity may differ from management’s current estimates due to inherent uncertainties regarding the duration and further spread of COVID-19, actions taken to contain the virus, the efficacy and distribution of the vaccines, as well as, how quickly and to what extent normal economic and operating conditions can resume.
Recent Accounting Standards
Recently adopted accounting standards
In December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2019-12: “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes.” The guidance was issued as part of FASB’s overall simplification initiative to reduce costs and complexity of applying accounting standards while maintaining or improving the usefulness of the information provided to users of financial statements. Amendments include removal of certain exceptions to the general principles of Topic 740, “Income Taxes,” and simplification in several other areas. The guidance is effective for financial statements issued for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years. We adopted this guidance on July 1, 2021 and it did not have a material impact on Adtalem’s consolidated financial statements.
Recently issued accounting standards not yet adopted
In October 2021, the FASB issued ASU No. 2021-08: “Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers.” The amendments require that an entity (acquirer) recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606. At the acquisition date, an acquirer should account for the related revenue contracts in accordance with Topic 606 as if it had originated the contracts. The guidance is effective for financial statements issued for fiscal years beginning after December 15, 2022, and interim periods within those fiscal years. The amendments should be applied prospectively to business combinations occurring on or after the effective date of the amendments. Early adoption of the amendments is permitted, including adoption in an interim period. An entity that early adopts in an interim period should apply the amendments (1) retrospectively to all business combinations for which the acquisition date occurs on or after the beginning of the fiscal year that includes the interim period of early application and (2) prospectively to all business combinations that occur on or after the date of initial application. We do not expect to early adopt these amendments during fiscal year 2022, and therefore, Adtalem’s consolidated financial statements would not be impacted during fiscal year 2022.
8
Management will early adopt the amendments during the first quarter of fiscal year 2023 and apply the revised guidance to any future business combinations.
In March 2022, the FASB issued ASU No. 2022-02: “Financial Instruments-Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures.” The guidance was issued as improvements to ASU No. 2016-13. The vintage disclosure changes are relevant to Adtalem and require an entity to disclose current-period gross writeoffs by year of origination for financing receivables. The guidance is effective for financial statements issued for fiscal years beginning after December 15, 2022, and interim periods within those fiscal years. The amendments should be applied prospectively. Early adoption of the amendments is permitted, including adoption in an interim period. The amendments will impact our disclosures but will not otherwise impact Adtalem’s consolidated financial statements. Management is evaluating if we will early adopt the amendments during the first quarter of fiscal year 2023.
We reviewed all other recently issued accounting pronouncements and concluded that they were either not applicable or not expected to have a significant impact on our consolidated financial statements.
3. Acquisitions
Walden University
On August 12, 2021, Adtalem completed the acquisition of
The operations of Walden are included in Adtalem’s Walden reportable segment (see Note 20 “Segment Information”). The results of Walden’s operations have been included in the consolidated financial statements of Adtalem since the date of acquisition, which included revenue of $
The acquisition was accounted for as a business combination and the preliminary allocation of the purchase price to the assets acquired and liabilities assumed was based upon preliminary valuations performed to determine the fair values of the acquired items as of the acquisition date. As these valuations, particularly as they relate to intangible assets, were preliminary, they may be adjusted for up to one year after the closing date to reflect final valuations.
9
The following table summarizes the preliminary fair values of the assets acquired and liabilities assumed at the date of acquisition (in thousands):
August 12, | |||
2021 | |||
Assets acquired: | |||
Cash and cash equivalents | $ | | |
Restricted cash | | ||
Accounts receivable | | ||
Prepaid expenses and other current assets | | ||
Property and equipment |
| | |
Operating lease assets | | ||
Deferred income taxes | | ||
Intangible assets |
| | |
Goodwill |
| | |
Other assets, net |
| | |
Total assets acquired |
| | |
Liabilities assumed: |
| ||
Accounts payable |
| | |
Accrued payroll and benefits |
| | |
Accrued liabilities |
| | |
Deferred revenue | | ||
Current operating lease liabilities | | ||
Long-term operating lease liabilities | | ||
Other liabilities | | ||
Total liabilities assumed |
| | |
Net assets acquired | $ | | |
Goodwill, which represents the excess of the purchase price over the fair value of the net assets acquired, was all assigned to the Walden reporting unit and reportable segment. The amounts in the table above changed from that reported in our Quarterly Report on Form 10-Q for the quarter ended December 31, 2021 after an adjustment to purchase accounting. The entire goodwill amount is expected to be tax deductible. Factors that contributed to a purchase price resulting in the recognition of goodwill includes Walden’s strategic fit into Adtalem’s workforce solutions provider strategy, the reputation of the Walden brand as a leader in online education industry, and potential future growth opportunity. Of the $
August 12, 2021 | |||||
Value | Estimated | ||||
Assigned | Useful Life | ||||
Student relationships | $ | | |||
Curriculum |
| $ | |
| |
The Title IV eligibility and accreditations intangible asset was valued using the with and without method of the income approach. The student relationships intangible asset was valued using the multi-period excess earnings method. The trade name intangible asset was valued using the relief-from-royalty method. The curriculum intangible asset was valued using the cost to replace method. Significant judgments and assumptions were used in these valuations.
10
The following unaudited pro forma financial information summarizes our results of operations as though the acquisition occurred on July 1, 2020 (in thousands):
Three Months Ended | Nine Months Ended | ||||||||||||
March 31, | March 31, | ||||||||||||
2022 | 2021 | 2022 | 2021 | ||||||||||
Revenue | $ | | $ | | $ | | $ | | |||||
Net income attributable to Adtalem | $ | | $ | | $ | | $ | | |||||
The unaudited pro forma financial information includes adjustments to reflect the additional amortization that would have been charged assuming the fair value adjustments to intangible assets had been applied from July 1, 2020, with the consequential tax effects. The unaudited pro forma financial information also includes adjustments to reflect the additional interest expense on the debt we issued to fund the acquisition (see Note 13 “Debt” for additional information). As the ticking fees are representative of the historical interest expense incurred by Adtalem on the Term Loan B from the period of February 12, 2021 to August 12, 2021 and the unaudited pro forma financial information for the three and nine months ended March 31, 2021 has been adjusted to include interest expense assuming the Term Loan B had been entered into as of July 1, 2020, we have made a further adjustment to remove the ticking fees recognized in the unaudited pro forma financial information for the nine months ended March 31, 2022 (see Note 13 “Debt” for additional information on ticking fees). Had the Term Loan B been drawn upon on July 1, 2020, none of the ticking fees would have been incurred and, accordingly, the inclusion of such amounts would be duplicative to the interest expense incurred by Adtalem on a pro forma basis. The acquisition transaction costs we incurred in connection with the Walden acquisition are reflected in the unaudited pro forma financial information results for the nine months ended March 31, 2021.
This unaudited pro forma financial information is for informational purposes only. It does not reflect the integration of the business or any synergies that may result from the acquisition. As such, it is not indicative of the results of operations that would have been achieved had the acquisition been consummated on July 1, 2020. In addition, the unaudited pro forma financial information amounts are not indicative of future operating results.
4. Discontinued Operations and Assets Held for Sale
On December 11, 2018, Adtalem completed the sale of DeVry University to Cogswell Education, LLC (“Cogswell”) for de minimis consideration. As the sale represented a strategic shift that had a major effect on Adtalem’s operations and financial results, DeVry University is presented in Adtalem’s financial reporting as a discontinued operation. The purchase agreement includes an earn-out entitling Adtalem to payments of up to $
On March 10, 2022, Adtalem completed the sale of ACAMS, Becker, and OCL to Wendel Group and Colibri Group (“Purchaser”), pursuant to the Equity Purchase Agreement (“Purchase Agreement”) dated January 24, 2022. Pursuant to the terms and subject to the conditions set forth in the Purchase Agreement, Adtalem sold the issued and outstanding shares of ACAMS, Becker, and OCL to the Purchaser for $
11
represented a strategic shift that had a major effect on Adtalem’s operations and financial results, these businesses previously included in our former Financial Services segment are presented in Adtalem’s financial reporting as discontinued operations. In accordance with GAAP, we have classified ACAMS, Becker, OCL, and EduPristine entities as “Held for Sale” and “Discontinued Operations” in all periods presented as applicable.
The following is a summary of balance sheet information of assets and liabilities reported as held for sale, which includes ACAMS, Becker, OCL, and EduPristine (in thousands):
March 31, | June 30, | March 31, | ||||||||
2022 | 2021 | 2021 | ||||||||
Assets: |
|
|
| |||||||
Current assets: |
|
|
| |||||||
Cash and cash equivalents | $ | | $ | | $ | | ||||
Accounts receivable, net |
| |
| |
| | ||||
Prepaid expenses and other current assets |
| |
| |
| | ||||
Total current assets held for sale |
| |
| |
| | ||||
Noncurrent assets: |
|
|
| |||||||
Property and equipment, net | — | | | |||||||
Operating lease assets |
| — |
| |
| | ||||
Intangible assets, net |
| — |
| |
| | ||||
Goodwill |
| — |
| |
| | ||||
Other assets, net |
| |
| |
| | ||||
Total noncurrent assets held for sale |
| |
| |
| | ||||
Total assets held for sale | $ | | $ | | $ | | ||||
Liabilities: |
|
|
| |||||||
Current liabilities: |
|
|
| |||||||
Accounts payable | $ | | $ | | $ | | ||||
Accrued payroll and benefits |
| — |
| |
| | ||||
Accrued liabilities |
| — |
| |
| | ||||
Deferred revenue |
| |
| |
| | ||||
Current operating lease liabilities |
| — |
| |
| | ||||
Total current liabilities held for sale |
| |
| |
| | ||||
Noncurrent liabilities: |
|
|
| |||||||
Long-term operating lease liabilities |
| — |
| |
| | ||||
Deferred income taxes |
| — |
| |
| | ||||
Other liabilities |
| |
| |
| | ||||
Total noncurrent liabilities held for sale |
| |
| |
| | ||||
Total liabilities held for sale | $ | | $ | | $ | | ||||
12
The following is a summary of income statement information of operations reported as discontinued operations, which includes ACAMS, Becker, OCL, and EduPristine operations through the date of each respective sale, and activity related to the DeVry University divestiture, which includes litigation and settlement costs we continue to incur and the earn-out we received (in thousands):
Three Months Ended | Nine Months Ended | ||||||||||||
March 31, | March 31, | ||||||||||||
2022 | 2021 | 2022 | 2021 | ||||||||||
Revenue | $ | | $ | | $ | | $ | | |||||
Operating cost and expense: |
|
|
|
| |||||||||
Cost of educational services |
| |
| |
| |
| | |||||
Student services and administrative expense |
| |
| |
| |
| | |||||
Restructuring expense |
| |
| |
| |
| | |||||
Total operating cost and expense |
| |
| |
| |
| | |||||
Income from discontinued operations before income taxes | | | | | |||||||||
Gain on disposal of discontinued operations before income taxes | | | | | |||||||||
Provision for income taxes |
| ( |
| ( |
| ( |
| ( | |||||
Income (loss) from discontinued operations | | | | ( | |||||||||
Net loss attributable to redeemable noncontrolling interest from discontinued operations | | | | | |||||||||
Net income from discontinued operations attributable to Adtalem | $ | | $ | | $ | | $ | | |||||
5. Revenue
Revenue is recognized when control of the promised goods or services is transferred to our customers (students), in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services.
The following tables disaggregate revenue by source (in thousands):
Three Months Ended March 31, 2022 | ||||||||||||
Chamberlain | Walden |
| Medical and | Consolidated | ||||||||
Tuition and fees | $ | | $ | |
| $ | | $ | | |||
Other | | | | | ||||||||
Total |
| $ | |
| $ | |
| $ | |
| $ | |
Nine Months Ended March 31, 2022 | ||||||||||||
Chamberlain | Walden |
| Medical and | Consolidated | ||||||||
Tuition and fees |
| $ | |
| $ | |
| $ | |
| $ | |
Other | | | | | ||||||||
Total |
| $ | |
| $ | |
| $ | |
| $ | |
Three Months Ended March 31, 2021 | ||||||||||||
Chamberlain | Walden |
| Medical and | Consolidated | ||||||||
Tuition and fees | $ | | $ | |
| $ | | $ | | |||
Other | | | | | ||||||||
Total |
| $ | |
| $ | |
| $ | |
| $ | |
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Nine Months Ended March 31, 2021 | ||||||||||||
Chamberlain | Walden |
| Medical and | Consolidated | ||||||||
Tuition and fees | $ | |
| $ | |
| $ | |
| $ | | |
Other | | | | | ||||||||
Total |
| $ | |
| $ | |
| $ | |
| $ | |
In addition, see Note 20 “Segment Information” for a disaggregation of revenue by geographical region.
Performance Obligations and Revenue Recognition
Tuition and fees: The majority of revenue is derived from tuition and fees, which is recognized on a straight-line basis over the term as instruction is delivered. Books and other educational product revenue are recognized when products are shipped or students receive access to electronic materials. Under certain circumstances, we report revenue from these books and other educational products on a net basis because our performance obligation is to facilitate a transaction between the student and a vendor, which revenue was not significant for the three and nine months ended March 31, 2022 and 2021.
Other: Other revenue consists of housing and other miscellaneous services. Other revenue is recognized over the period in which the applicable performance obligation is satisfied.
Arrangements for payment are agreed to prior to registration of the student’s first academic term. The majority of U.S. students obtain Title IV or other financial aid resulting in institutions receiving a significant amount of the transaction price at the beginning of the academic term. Students utilizing private funding or funding through Adtalem’s credit extension programs (see Note 9 “Accounts Receivable and Credit Losses” for additional information) generally pay after the academic term is complete.
Transaction Price
Revenue, or transaction price, is measured as the amount of consideration expected to be received in exchange for transferring goods or services.
Students may receive discounts, scholarships, or refunds, which gives rise to variable consideration. The amounts of discounts or scholarships are applied to individual student accounts when such amounts are awarded. Therefore, the transaction price is reduced directly by these discounts or scholarships from the amount of the standard tuition rate charged. Upon withdrawal, a student may be eligible to receive a refund, or partial refund, the amount of which is dependent on the timing of the withdrawal during the academic term. If a student withdraws prior to completing an academic term, federal and state regulations and accreditation criteria permit Adtalem to retain only a set percentage of the total tuition received from such student, which varies with, but generally equals or exceeds, the percentage of the academic term completed by such student. Payment amounts received by Adtalem in excess of such set percentages of tuition are refunded to the student or the appropriate funding source. For contracts with similar characteristics and historical data on refunds, the expected value method is applied in determining the variable consideration related to refunds. Estimates of Adtalem’s expected refunds are determined at the outset of each academic term, based upon actual refunds in previous academic terms. Reserves related to refunds are presented as refund liabilities within accrued liabilities on the Consolidated Balance Sheets. All refunds are netted against revenue during the applicable academic term.
Management reassesses collectability on a student-by-student basis throughout the period revenue is recognized. This reassessment is based upon new information and changes in facts and circumstances relevant to a student’s ability to pay. Management also reassesses collectability when a student withdraws from the institution and has unpaid tuition charges. Such unpaid charges do not meet the threshold of reasonably collectible and are recognized as revenue on a cash basis.
We believe it is probable that no significant reversal will occur in the amount of cumulative revenue recognized when the uncertainty associated with the variable consideration is subsequently resolved. Therefore, the estimate of variable consideration is not constrained.
14
Contract Balances
Students are billed at the beginning of each academic term and payment is due at that time. Adtalem’s performance obligation is to provide educational services in the form of instruction during the academic term. As instruction is provided, deferred revenue is reduced. A significant portion of student payments are from Title IV financial aid and other programs and are generally received during the first month of the respective academic term. For students utilizing Adtalem’s credit extension programs (see Note 9 “Accounts Receivable and Credit Losses”), payments are generally received after the academic term, and the corresponding performance obligation, is complete. When payments are received, accounts receivable is reduced.
Revenue of $
The difference between the opening and closing balances of deferred revenue includes decreases from revenue recognized during the period, increases from charges related to the start of academic terms beginning during the period, increases from payments received related to academic terms commencing after the end of the reporting period, and increases from the Walden acquisition.
Practical Expedients
As our performance obligations have an original expected duration of
6. Restructuring Charges
During the third quarter and first nine months of fiscal year 2022, Adtalem recorded restructuring charges primarily related to workforce reductions related to synergy actions with regard to the Walden acquisition and Medical and Veterinary and Adtalem’s home office real estate consolidations. During the third quarter and first nine months of fiscal year 2021, Adtalem recorded restructuring charges primarily related to Adtalem’s home office real estate consolidations. When estimating costs of exiting lease space, estimates are made which could differ materially from actual results and result in additional restructuring charges or reversals in future periods. Termination benefit charges represented severance pay and benefits for these employees. Adtalem’s home office is classified as “Home Office and Other” in Note 20 “Segment Information.”
Three Months Ended March 31, 2022 | Nine Months Ended March 31, 2022 | |||||||||||||||||
Real Estate | Termination | Total | Real Estate | Termination | Total | |||||||||||||
Chamberlain |
| $ | |
| $ | |
| $ | | $ | |
| $ | |
| $ | | |
Walden |
| |
| |
| | |
| |
| | |||||||
Medical and Veterinary |
| |
| |
| | |
| |
| | |||||||
Home Office and Other |
| |
| |
| | |
| |
| | |||||||
Total | $ | | $ | | $ | | $ | | $ | | $ | | ||||||
Three Months Ended March 31, 2021 | Nine Months Ended March 31, 2021 | |||||||||||||||||
Real Estate | Termination | Total | Real Estate | Termination | Total | |||||||||||||
Home Office and Other |
| $ | |
| $ | |
| $ | |
| $ | |
| $ | |
| $ | |
Total | $ | | $ | | $ | | $ | | $ | | $ | | ||||||
15
The following table summarizes the separation and restructuring plan activity for fiscal years 2021 and 2022, for which cash payments are required (in thousands):
Liability balance as of June 30, 2020 | $ | | |
Increase in liability (separation and other charges) |
| | |
Reduction in liability (payments and adjustments) |
| ( | |
Liability balance as of June 30, 2021 |
| | |
Increase in liability (separation and other charges) |
| | |
Reduction in liability (payments and adjustments) |
| ( | |
Liability balance as of March 31, 2022 | $ | |
The liability balance of $
7. Income Taxes
Our income tax benefits from continuing operations were $
On March 11, 2021, the American Rescue Plan Act of 2021 (the “Rescue Act”) was enacted in response to the COVID-19 pandemic. The Rescue Act, among other things, expands the number of employees subject to the tax deductibility limitation of employee compensation in excess of $1 million for tax years beginning after December 31, 2026 and repeals the election for U.S. affiliated groups to allocate interest expense on a worldwide basis. Management does not expect that the other provisions of the Rescue Act would result in a material tax or cash detriment.
16
8. Earnings per Share
As a result of incurring a net loss from continuing operations for the nine months ended March 31, 2022, potential common shares of
Three Months Ended | Nine Months Ended | ||||||||||||
March 31, | March 31, | ||||||||||||
2022 | 2021 | 2022 | 2021 | ||||||||||
Numerator: | |||||||||||||
Net income (loss) attributable to Adtalem: |
|
|
|
| |||||||||
Continuing operations | $ | | $ | | $ | ( | $ | | |||||
Discontinued operations | | | | | |||||||||
Net income attributable to Adtalem | $ | | $ | | $ | | $ | | |||||
Denominator: | |||||||||||||
Weighted-average basic shares outstanding |
| |
| |
| |
| | |||||
Effect of dilutive stock awards |
| |
| |
| |
| | |||||
Weighted-average diluted shares outstanding |
| |
| |
| |
| | |||||
Earnings (loss) per share attributable to Adtalem: | |||||||||||||
Basic: | |||||||||||||
Continuing operations | $ | | $ | | $ | ( | $ | | |||||
Discontinued operations | $ | | $ | | $ | | $ | | |||||
Total basic earnings per share | $ | | $ | | $ | | $ | | |||||
Diluted: | |||||||||||||
Continuing operations | $ | | $ | | $ | ( | $ | | |||||
Discontinued operations | $ | | $ | | $ | | $ | | |||||
Total diluted earnings per share | $ | | $ | | $ | | $ | | |||||
Weighted-average antidilutive shares | | | | | |||||||||
9. Accounts Receivable and Credit Losses
We categorize our accounts receivable balances as trade receivables or financing receivables. Our trade receivables relate to student balances occurring in the normal course of business. Trade receivables have a term of less than one year and are included in accounts receivable, net on our Consolidated Balance Sheets. Our financing receivables relate to credit extension programs where the student is provided payment terms in excess of one year with their respective school and are included in accounts receivable, net and other assets, net on our Consolidated Balance Sheets.
17
The classification of our accounts receivable balances was as follows (in thousands):
March 31, 2022 | |||||||||
Gross | Allowance | Net | |||||||
Trade receivables, current | $ | | $ | ( | $ | | |||
Financing receivables, current | | ( | | ||||||
Accounts receivable, current | $ | | $ | ( | $ | | |||
Financing receivables, current | $ | | $ | ( | $ | | |||
Financing receivables, noncurrent | | ( | | ||||||
Total financing receivables | $ | | $ | ( | $ | | |||
June 30, 2021 | |||||||||
Gross | Allowance | Net | |||||||
Trade receivables, current | $ | | $ | ( | $ | | |||
Financing receivables, current | | ( | | ||||||
Accounts receivable, current | $ | | $ | ( | $ | | |||
Financing receivables, current | $ | | $ | ( | $ | | |||
Financing receivables, noncurrent | | ( | | ||||||
Total financing receivables | $ | | $ | ( | $ | | |||
March 31, 2021 | |||||||||
Gross | Allowance | Net | |||||||
Trade receivables, current | $ | | $ | ( | $ | | |||
Financing receivables, current | | ( | | ||||||
Accounts receivable, current | $ | | $ | ( | $ | | |||
Financing receivables, current | $ | | $ | ( | $ | | |||
Financing receivables, noncurrent | | ( | | ||||||
Total financing receivables | $ | | $ | ( | $ | | |||
Our financing receivables relate to credit extension programs available to students at Chamberlain, AUC, RUSM, and RUSVM. These credit extension programs are designed to assist students who are unable to completely cover educational costs consisting of tuition, fees, and books, and are available only after all other student financial assistance has been applied toward those purposes. In addition, AUC, RUSM, and RUSVM allow students to finance their living expenses. Repayment plans for financing agreements are developed to address the financial circumstances of the particular student. Interest charges at rates from
Credit Quality
The primary credit quality indicator for our financing receivables is delinquency. Balances are considered delinquent when contractual payments on the loan become past due. We charge-off financing receivable balances after they have been sent to a third party collector, the timing of which varies by the institution granting the loan, but in most cases is when the financing agreement is at least 181 days past due. Payments are applied first to outstanding interest and then to the unpaid principal balance.
18
The credit quality analysis of financing receivables as of March 31, 2022 was as follows (in thousands):
Amortized Cost Basis by Origination Year | |||||||||||||||||||||
Prior | 2018 | 2019 | 2020 | 2021 | 2022 | Total | |||||||||||||||
1-30 days past due |
| $ | | $ | |
| $ | |
| $ | |
| $ | |
| $ | |
| $ | | |
31-60 days past due | | | | | | | | ||||||||||||||
61-90 days past due | | | | | | | | ||||||||||||||
91-120 days past due | | | | | | | | ||||||||||||||
121-150 days past due | | | | | | | | ||||||||||||||
Greater than 150 days past due | | | | | | | | ||||||||||||||
Total past due | | | | | | | | ||||||||||||||
Current | | | | | | | | ||||||||||||||
Financing receivables, gross | $ | | $ | | $ | | $ | | $ | | $ | | $ | | |||||||
The credit quality analysis of financing receivables as of June 30, 2021 was as follows (in thousands):
Amortized Cost Basis by Origination Year | |||||||||||||||||||||
Prior | 2017 | 2018 | 2019 | 2020 | 2021 | Total | |||||||||||||||
1-30 days past due |
| $ | | $ | |
| $ | |
| $ | |
| $ | |
| $ | |
| $ | | |
31-60 days past due | | | | | | | | ||||||||||||||
61-90 days past due | | | | | | | | ||||||||||||||
91-120 days past due | | | | | | | | ||||||||||||||
121-150 days past due | | | | | | | | ||||||||||||||
Greater than 150 days past due | | | | | | | | ||||||||||||||
Total past due | | | | | | | | ||||||||||||||
Current | | | | | | | | ||||||||||||||
Financing receivables, gross | $ | | $ | | $ | | $ | | $ | | $ | | $ | | |||||||
The credit quality analysis of financing receivables as of March 31, 2021 was as follows (in thousands):
Amortized Cost Basis by Origination Year | |||||||||||||||||||||
Prior | 2017 | 2018 | 2019 | 2020 | 2021 | Total | |||||||||||||||
1-30 days past due |
| $ | | $ | |
| $ | |
| $ | |
| $ | |
| $ | |
| $ | | |
31-60 days past due | | | | | | | | ||||||||||||||
61-90 days past due | | | | | | | | ||||||||||||||
91-120 days past due | | | | | | | | ||||||||||||||
121-150 days past due | | | | | | | | ||||||||||||||
Greater than 150 days past due | | | | | | | | ||||||||||||||
Total past due | | | | | | | | ||||||||||||||
Current | | | | | | | | ||||||||||||||
Financing receivables, gross | $ | | $ | | $ | | $ | | $ | | $ | | $ | | |||||||
Allowance for Credit Losses
The allowance for credit losses represents an estimate of the lifetime expected credit losses inherent in our accounts receivable balances as of each balance sheet date. In evaluating the collectability of all our accounts receivable balances, we utilize historical events, current conditions, and reasonable and supportable forecasts about the future.
For our trade receivables, we primarily use historical loss rates based on an aging schedule and a student’s status to determine the allowance for credit losses. As these trade receivables are short-term in nature, management believes a student’s status provides the best credit loss estimate, while also factoring in delinquency. Students still attending classes, recently graduated, or current on payments are more likely to pay than those who are inactive due to being on a leave of absence, withdrawing from school, or not current on payments.
19
For our financing receivables, we primarily use historical loss rates based on an aging schedule. As these financing receivables are based on long-term financing agreements offered by Adtalem, management believes that delinquency provides the best credit loss estimate. As the financing receivable balances become further past due, it is less likely we will receive payment, causing our estimate of credit losses to increase.
The following tables provide a rollforward of the allowance for credit losses (in thousands):
Three Months Ended March 31, 2022 |
| Nine Months Ended March 31, 2022 | ||||||||||||||||
Trade | Financing | Total |
| Trade | Financing | Total | ||||||||||||
Beginning balance |
| $ | | $ | |
| $ | | $ | | $ | |
| $ | | |||
Write-offs | ( | ( | ( | ( | ( | ( | ||||||||||||
Recoveries | | | | | | | ||||||||||||
Provision for credit losses | | | | | | | ||||||||||||
Ending balance | $ | | $ | | $ | | $ | | $ | | $ | | ||||||
Three Months Ended March 31, 2021 | Nine Months Ended March 31, 2021 | |||||||||||||||||
Trade | Financing | Total | Trade | Financing | Total | |||||||||||||
Beginning balance |
| $ | | $ | |
| $ | | $ | | $ | |
| $ | | |||
Write-offs | ( | ( | ( | ( | ( | ( | ||||||||||||
Recoveries | | | | | | | ||||||||||||
Provision for credit losses | | | | | | | ||||||||||||
Ending balance | $ | | $ | | $ | | $ | | $ | | $ | | ||||||
Allowance for bad debts on short-term and long-term receivables as of March 31, 2022, June 30, 2021, and March 31, 2021 was $
Other Financing Receivables
In connection with the sale of DeVry University, Adtalem loaned $
On July 31, 2019, Adtalem sold its Chicago, Illinois, campus facility to DePaul College Prep Foundation (“DePaul College Prep”). In connection with the sale, Adtalem holds a mortgage from DePaul College Prep for $
20
10. Property and Equipment, Net
Property and equipment, net consisted of the following (in thousands):
March 31, | June 30, | March 31, | |||||||
2022 | 2021 | 2021 | |||||||
Land |
| $ | | $ | |
| $ | | |
Building | | | | ||||||
Equipment | | | | ||||||
Construction in progress | | | | ||||||
Property and equipment, gross | | | | ||||||
Accumulated depreciation |
| ( |
| ( |
| ( | |||
Property and equipment, net | $ | | $ | | $ | | |||
On July 31, 2019, Adtalem sold its Chicago, Illinois, campus facility to DePaul College Prep for $
11. Leases
We determine if a contract contains a lease at inception. We have entered into operating leases for academic sites, housing facilities, and office space which expire at various dates through June 2032, most of which include options to
Operating lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease assets represent our right to use an underlying asset during the lease term. Operating lease assets and liabilities are recognized at the lease commencement date based on the present value of future lease payments over the lease term. Operating lease assets are adjusted for any prepaid or accrued lease payments, lease incentives, initial direct costs, and impairments. Our incremental borrowing rate is utilized in determining the present value of the lease payments based upon the information available at the commencement date. Our incremental borrowing rate is determined using a secured borrowing rate for the same currency and term as the associated lease. Operating lease expense is recognized on a straight-line basis over the lease term.
As of March 31, 2022, we entered into
21
The components of lease cost were as follows (in thousands):
Three Months Ended | Nine Months Ended | |||||||||||
March 31, |
| March 31, | ||||||||||
2022 | 2021 | 2022 | 2021 | |||||||||
Operating lease cost | $ | | $ | | $ | | $ | | ||||
Sublease income |
| ( |
| ( |
| ( |
| ( | ||||
Total lease cost | $ | | $ | | $ | | $ | | ||||
Maturities of lease liabilities by fiscal year as of March 31, 2022 were as follows (in thousands):
Operating | |||
Fiscal Year | Leases | ||
2022 (remaining) | $ | | |
2023 | | ||
2024 | | ||
2025 | | ||
2026 | | ||
Thereafter | | ||
Total lease payments |
| | |
Less: imputed interest | ( | ||
Present value of lease liabilities | $ | | |
Lease term and discount rate were as follows:
March 31, | |||
2022 | |||
Weighted-average remaining operating lease term (years) | |||
Weighted-average operating lease discount rate | |||
Supplemental disclosures of cash flow information related to leases were as follows (in thousands):
Three Months Ended | Nine Months Ended | |||||||||||
March 31, | March 31, | |||||||||||
2022 | 2021 | 2022 | 2021 | |||||||||
Cash paid for amounts in the measurement of operating lease liabilities (net of sublease receipts) | $ | | $ | | $ | | $ | | ||||
Operating lease assets obtained in exchange for operating lease liabilities | $ | | $ | ( | $ | | $ | | ||||
During the second quarter of fiscal year 2021, we recorded an increase in our operating lease asset and operating lease liability for an existing operating lease location because we were reasonably certain to extend the lease. Due to a change in circumstances, we are no longer extending the lease. Therefore, we recorded a reversal of the increase in the operating lease asset and operating lease liability during the third quarter of fiscal year 2021, which resulted in the negative value in the table above.
Adtalem maintains agreements to lease either a portion or the full space of
22
space, we recorded estimated restructuring charges in prior periods. Actual results may differ from these estimates, which could result in additional restructuring charges or reversals in future periods.
Fiscal Year | Amount | ||
2022 (remaining) | $ | | |
2023 | | ||
2024 |
| | |
2025 |
| | |
2026 |
| | |
Total lease and sublease rental income | $ | | |
12. Goodwill and Intangible Assets
The table below summarizes goodwill balances by reporting unit (in thousands):
March 31, | June 30, | March 31, | |||||||
Reporting Unit | 2022 | 2021 | 2021 | ||||||
Chamberlain | $ | | $ | | $ | | |||
Walden | | | | ||||||
AUC |
| |
| |
| | |||
RUSM and RUSVM |
| |
| |
| | |||
Total | $ | | $ | | $ | | |||
The table below summarizes goodwill balances by reportable segment (in thousands):
March 31, | June 30, | March 31, | |||||||
Reportable Segment | 2022 | 2021 | 2021 | ||||||
Chamberlain | $ | | $ | | $ | | |||
Walden | | | | ||||||
Medical and Veterinary | | | | ||||||
Total | $ | | $ | | $ | | |||
The table below summarizes the changes in goodwill balances by reportable segment (in thousands):
Medical and | ||||||||||||
Chamberlain | Walden | Veterinary | Total | |||||||||
June 30, 2020 | $ | | $ | | $ | | $ | | ||||
March 31, 2021 | | | | | ||||||||
June 30, 2021 | | | | | ||||||||
Acquisition |
| |
| |
| |
| | ||||
March 31, 2022 | $ | | $ | | $ | | $ | | ||||
Amortizable intangible assets consisted of the following (in thousands):
March 31, 2022 | ||||||||
Gross Carrying | Accumulated | Weighted-Average | ||||||
Amortizable intangible assets | Amount | Amortization | Amortization Period | |||||
Student relationships | $ | | $ | ( |
| |||
Curriculum |
| |
| ( |
| |||
Total | $ | | $ | ( |
| |||
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Indefinite-lived intangible assets consisted of the following (in thousands):
March 31, | June 30, | March 31, | |||||||
Indefinite-lived intangible assets | 2022 | 2021 | 2021 | ||||||
Walden trade name | $ | | $ | | $ | | |||
AUC trade name | | | | ||||||
Ross trade name | | | | ||||||
Chamberlain Title IV eligibility and accreditations |
| |
| |
| | |||
Walden Title IV eligibility and accreditations | | | | ||||||
AUC Title IV eligibility and accreditations |
| |
| |
| | |||
Ross Title IV eligibility and accreditations |
| |
| |
| | |||
Total | $ | | $ | | $ | | |||
The table below summarizes the indefinite-lived intangible asset balances by reportable segment (in thousands):
March 31, | June 30, | March 31, | |||||||
Reportable Segment | 2022 | 2021 | 2021 | ||||||
Chamberlain | $ | | $ | | $ | | |||
Walden | | | | ||||||
Medical and Veterinary | | | | ||||||
Total | $ | | $ | | $ | | |||
Amortization expense for amortized intangible assets was $
Fiscal Year | Walden | ||
2022 (remaining) | $ | | |
2023 |
| | |
2024 |
| | |
2025 |
| | |
2026 |
| | |
Thereafter |
| | |
Total | $ | | |
Curriculum is amortized on a straight-line basis. Student relationships is amortized based on the estimated retention of the students and giving consideration to the revenue and cash flow associated with these existing students.
Indefinite-lived intangible assets related to trade names and Title IV eligibility and accreditations are not amortized, as there are no legal, regulatory, contractual, economic or other factors that limit the useful life of these intangible assets to the reporting entity.
Goodwill and indefinite-lived intangibles are not amortized, but are tested for impairment annually and when an event occurs or circumstances change such that it is more likely than not that an impairment may exist. Our annual testing date is May 31.
Adtalem has
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Adtalem has
These interim triggering event conclusions were based on the fact that the annual impairment review of Adtalem’s reporting units and indefinite-lived intangible assets resulted in
Determining the fair value of a reporting unit or an intangible asset involves the use of significant estimates and assumptions. Management bases its fair value estimates on assumptions it believes to be reasonable at the time, but such assumptions are subject to inherent uncertainty. Actual results may differ from those estimates, which could lead to future impairments of goodwill or intangible assets.
13. Debt
Long-term debt consisted of the following senior secured credit facilities (in thousands):
March 31, | June 30, | March 31, | |||||||
2022 | 2021 | 2021 | |||||||
Total debt: |
| ||||||||
Senior Secured Notes due 2028 | $ | | $ | | $ | | |||
Term Loan B |
| |
| |
| | |||
Prior Term Loan B |
| |
| |
| | |||
Total principal payments due |
| |
| |
| | |||
Unamortized debt discount and issuance costs |
| ( |
| ( |
| ( | |||
Total amount outstanding |
| |
| |
| | |||
Less current portion: |
| ||||||||
Prior Term Loan B |
| |
| ( |
| ( | |||
Noncurrent portion | $ | | $ | | $ | | |||
Scheduled future maturities of long-term debt were as follows (in thousands):
Maturity | |||
Fiscal Year | Payments | ||
2022 (remaining) | $ | | |
2023 |
| | |
2024 |
| | |
2025 |
| | |
2026 |
| | |
Thereafter | | ||
Total | $ | | |
25
Senior Secured Notes due 2028
On March 1, 2021, Adtalem Escrow Corporation (the “Escrow Issuer”), a wholly-owned subsidiary of Adtalem, issued $
The Escrow Issuer deposited the net proceeds of the offering, along with certain additional funds, into a segregated depositary account (the “Escrow Account”). On August 12, 2021, Adtalem used the net proceeds of the offering, along with other financing sources, to finance the purchase price paid in connection with the Walden acquisition, repay the then existing $
On August 12, 2021, the Escrow Issuer merged with and into Adtalem, with Adtalem continuing as the surviving corporation (the “Escrow Merger”), and Adtalem assumed all of the Escrow Issuer's obligations under the Notes, the Indenture, any supplemental indentures thereto, the applicable collateral documents, and the other applicable documents (the “Assumption”) and subject to the satisfaction of certain other conditions, the net proceeds from the offering and the other additional funds were released from the Escrow Account to the Issuer or its designee. The term “Issuer” refers (a) prior to the Assumption, to the Escrow Issuer and (b) from and after the Assumption, to Adtalem.
The Notes were issued at
At any time prior to March 1, 2024, the Issuer may redeem all or a part of the Notes at a redemption price equal to
On April 11, 2022, we repaid $
Accrued interest on the Notes of $
Credit Facility
On February 12, 2021, Adtalem placed a $
26
30, 2021. All ticking fees were paid at the time of the Term Loan B closing date, on August 12, 2021, and are recorded within interest expense as accrued in the Consolidated Statements of Income.
On August 12, 2021, Adtalem replaced the Prior Credit Facility and Prior Credit Agreement (as defined below) by entering into its new credit agreement (the “Credit Agreement”) that provides for (1) a $
Term Loan B
Borrowings under the Term Loan B bear interest at Adtalem’s option at a rate per annum equal to LIBOR, subject to a LIBOR floor of
Interest on our Term Loan B and the Revolver is set based on LIBOR, which is based on observable market transactions. The U.K. Financial Conduct Authority, which regulates LIBOR, has announced that no new contracts referencing LIBOR are allowed. In addition, publication of one-week and two-month LIBOR rates ceased on December 31, 2021; however, all other LIBOR tenors will be published through June 30, 2023. Various parties, including government agencies, are seeking to identify an alternative rate to replace LIBOR. Management is monitoring their efforts. The Credit Agreement provides guidance surrounding the implementation of a replacement benchmark rate, however the specific replacement benchmark rate has not been identified.
Revolver
Borrowings under the Revolver bear interest at a rate per annum equal to LIBOR, subject to a LIBOR floor of
Adtalem had a letter of credit outstanding of $
Adtalem had a letter of credit outstanding of $
27
Prior Credit Agreement
On
Prior Term Loan B
For eurocurrency rate loans, Prior Term Loan B interest is equal to LIBOR or a
On March 24, 2020, we executed a pay-fixed, receive-variable interest rate swap agreement (the “Swap”) with a multinational financial institution to mitigate risks associated with the variable interest rate on our Prior Term Loan B debt. We paid interest at a fixed rate of
During the operating term of the Swap, the annual interest rate on the amount of the Prior Term Loan B was fixed at
The Swap was designated as a cash flow hedge and as such, changes in its fair value were recognized in accumulated other comprehensive loss on the Consolidated Balance Sheets and are reclassified into the Consolidated Statements of Income within interest expense in the periods in which the hedged transactions affect earnings.
On July 29, 2021, prior to refinancing our Credit Agreement (as discussed above), we settled and terminated the Swap for $
Prior Revolver
Prior Revolver interest is equal to LIBOR or a LIBOR-equivalent rate for eurocurrency rate loans or a base rate, plus an applicable margin based on Adtalem’s consolidated leverage ratio, as defined in the Prior Credit Agreement. The applicable margin ranges from
Debt Discount and Issuance Costs
The Term Loan B was issued at a price of
28
Prior | Prior | ||||||||||||||||||||
Notes | Term Loan B | Bridge | Revolver | Term Loan B | Revolver | Total | |||||||||||||||
Unamortized debt discount and issuance costs as of June 30, 2021 | $ | | $ | | $ | | $ | | $ | | $ | | $ | | |||||||
Payment of debt discount and issuance costs |
| |
| |
| |
| |
| |
| |
| | |||||||
Amortization of debt discount and issuance costs |
| ( |
| ( |
| |
| ( |
| ( |
| ( |
| ( | |||||||
Debt discount and issuance costs write-off | | ( | ( | | ( | ( | ( | ||||||||||||||
Unamortized debt discount and issuance costs as of March 31, 2022 | $ | | $ | | $ | | $ | | $ | | $ | | $ | | |||||||
Interest Expense
The components of interest expense were as follows (in thousands):
Three Months Ended | Nine Months Ended | |||||||||||
March 31, | March 31, | |||||||||||
2022 | 2021 | 2022 | 2021 | |||||||||
Notes interest expense | $ | | $ | | $ | | $ | | ||||
Term Loan B interest expense | | | | | ||||||||
Term Loan B ticking fees | | | | | ||||||||
Prior Term Loan B interest expense | | | | | ||||||||
Credit Facility debt discount and issuance costs write-off | | | | | ||||||||
Unused bridge fee | | | | | ||||||||
Prior Credit Facility issuance costs write-off | | | | | ||||||||
Swap settlement | | | | | ||||||||
Amortization of debt discount and issuance costs | | | | | ||||||||
Other | | | | | ||||||||
Total interest expense | $ | | $ | | $ | | $ | | ||||
Covenants and Guarantees
The Credit Agreement and Notes contain customary covenants, including restrictions on our restricted subsidiaries’ ability to merge and consolidate with other companies, incur indebtedness, grant liens or security interest on assets, make acquisitions, loans, advances or investments, or sell or otherwise transfer assets.
Under the terms of the Credit Agreement, beginning on the fiscal quarter ending December 31, 2021 and through December 31, 2023, Adtalem is required to maintain a Total Net Leverage Ratio of equal to or less than
Obligations under the Credit Agreement are secured by a first-priority lien on substantially all of the assets of Adtalem and certain of its domestic wholly owned subsidiaries (the “Subsidiary Guarantors”), which Subsidiary Guarantors also
29
guarantee the obligations of Adtalem under the Credit Agreement, subject to certain exceptions. The Credit Agreement contains customary affirmative and negative covenants customary for facilities of its type, which, among other things, generally limit (with certain exceptions): mergers, amalgamations, or consolidations; the incurrence of additional indebtedness (including guarantees); the incurrence of additional liens; the sale, assignment, lease, conveyance or transfer of assets; certain investments; dividends and stock redemptions or repurchases in excess of certain amounts; transactions with affiliates; engaging in materially different lines of business; payments and modifications of indebtedness or the governing documents of Adtalem or any Subsidiary Guarantor; and other activities customarily restricted in such agreements.
The Credit Agreement contains customary events of default for facilities of this type. If an event of default under the Credit Agreement occurs and is continuing, the commitments thereunder may be terminated and the principal amount outstanding thereunder, together with all accrued and unpaid interest and other amounts owed thereunder, may be declared immediately due and payable.
The Term Loan B requires mandatory prepayments equal to the net cash proceeds from an asset sale or disposition which is not reinvested in assets within
The Notes contain covenants that limit the ability of the Issuer and each of the Guarantors to incur or guarantee additional debt or issue disqualified stock or preferred stock; pay dividends and make other distributions on, or redeem or repurchase, capital stock; make certain investments; incur certain liens; enter into transactions with affiliates; consolidate, merge, sell or otherwise dispose of all or substantially all of its assets; create certain restrictions on the Guarantors to make dividends or other payments to Adtalem; designate restricted subsidiaries as unrestricted subsidiaries; and transfer or sell certain assets. These covenants are subject to a number of important exceptions and qualifications. The Indenture and the Notes also provide for certain customary events of default which, if any of them occurs, would permit or require the principal of and accrued interest on the Notes to become or be declared due and payable or would allow the trustee or the holders of at least
Adtalem was in compliance with the debt covenants related to the Credit Agreement and the Notes covenants as of March 31, 2022.
14. Redeemable Noncontrolling Interest
Prior to the third quarter of fiscal year 2022, Adtalem maintained a
30
The following table shows the changes in redeemable noncontrolling interest balance (in thousands):
Three Months Ended | Nine Months Ended | |||||||||||
March 31, | March 31, | |||||||||||
2022 | 2021 | 2022 | 2021 | |||||||||
Balance at beginning of period | $ | | $ | | $ | | $ | | ||||
Net loss attributable to redeemable noncontrolling interest |
| |
| ( |
| |
| ( | ||||
Payment for purchase of redeemable noncontrolling interest of subsidiary | ( | | ( | | ||||||||
Balance at end of period | $ | | $ | | $ | | $ | | ||||
15. Share Repurchases
Open Market Share Repurchase Programs
On November 8, 2018, we announced that the Board authorized Adtalem’s eleventh share repurchase program, which allowed Adtalem to repurchase up to $
Three Months Ended | Nine Months Ended | Life-to-Date | |||||||||||||
March 31, | March 31, | Current Share | |||||||||||||
2022 | 2021 | 2022 | 2021 | Repurchase Program | |||||||||||
Total number of share repurchases | | | | | | ||||||||||
Total cost of share repurchases | $ | | $ | | $ | | $ | | $ | | |||||
Average price paid per share | $ | | $ | | $ | | $ | | $ | | |||||
As of March 31, 2022, $
ASR Agreement
On March 14, 2022, we entered into an ASR agreement to repurchase $
31
We recorded the $
16. Accumulated Other Comprehensive Loss
The following table shows the changes in accumulated other comprehensive loss by component (in thousands):
Three Months Ended | Nine Months Ended | ||||||||||||
March 31, | March 31, | ||||||||||||
2022 | 2021 | 2022 | 2021 | ||||||||||
Foreign currency translation adjustments | |||||||||||||
Beginning balance | $ | ( | $ | ( | $ | ( | $ | ( | |||||
(Loss) gain on foreign currency translation | ( | ( | | | |||||||||
Reclassification from other comprehensive income | ( | | ( | | |||||||||
Ending balance | $ | ( | $ | ( | $ | ( | $ | ( | |||||
Available-for-sale marketable securities | |||||||||||||
Beginning balance, gross | $ | | $ | | $ | | $ | | |||||
Beginning balance, tax effect | | ( | | ( | |||||||||
Beginning balance, net of tax | | | | | |||||||||
Unrealized loss on available-for-sale marketable securities | | ( | | ( | |||||||||
Tax effect | | | | | |||||||||
Ending balance | $ | | $ | | $ | | $ | | |||||
Interest rate swap | |||||||||||||
Beginning balance, gross | $ | | $ | ( | $ | ( | $ | ( | |||||
Beginning balance, tax effect | | | | | |||||||||
Beginning balance, net of tax | | ( | ( | ( | |||||||||
Unrealized gain on interest rate swap | | | | | |||||||||
Tax effect | | ( | | ( | |||||||||
Reclassification from other comprehensive income | | | | | |||||||||
Ending balance | $ | | $ | ( | $ | | $ | ( | |||||
Total ending balance at March 31 | $ | ( | $ | ( | $ | ( | $ | ( | |||||
17. Stock-Based Compensation
Adtalem maintains
Stock-based compensation expense is measured at the grant date based on the fair value of the award. Adtalem accounts for stock-based compensation granted to retirement eligible employees that fully vests upon an employee’s retirement under the non-substantive vesting period approach. Under this approach, the entire stock-based compensation expense is recognized at the grant date for stock-based grants issued to retirement eligible employees. For non-retirement eligible employees, stock-based compensation expense is recognized as expense over the employee requisite service period. We account for forfeitures of unvested awards in the period they occur.
32
As of March 31, 2022,
The following is a summary of options activity for the nine months ended March 31, 2022:
Weighted-Average | ||||||||||
Remaining | Aggregate | |||||||||
Number of | Weighted-Average | Contractual Life | Intrinsic Value | |||||||
Options | Exercise Price | (in years) | (in thousands) | |||||||
Outstanding as of July 1, 2021 |
| | $ | |
| |||||
Granted |
| |
| |
| |||||
Exercised |
| ( | |
| ||||||
Forfeited |
| ( | |
| ||||||
Expired |
| ( | |
| ||||||
Outstanding as of March 31, 2022 |
| |
| |
| $ | | |||
Exercisable as of March 31, 2022 |
| | $ | |
| $ | | |||
The total intrinsic value of options exercised for the nine months ended March 31, 2022 and 2021 was $
The fair value of Adtalem’s stock option awards was estimated using a binomial model. This model uses historical cancellation and exercise experience of Adtalem to determine the option value. It also takes into account the illiquid nature of employee options during the vesting period.
The weighted-average estimated grant date fair value of options granted at market price under Adtalem’s stock-based incentive plans during the first nine months of fiscal years 2022 and 2021 was $
Fiscal Year | |||||
2022 | 2021 | ||||
Expected life (in years) |
|
|
| ||
Expected volatility |
| | % | | % |
Risk-free interest rate |
| | % | | % |
Dividend yield |
| | % | | % |
The expected life of the options granted is based on the weighted-average exercise life with age and salary adjustment factors from historical exercise behavior. Adtalem’s expected volatility is computed by combining and weighting the implied market volatility, the most recent volatility over the expected life of the option grant, and Adtalem’s long-term historical volatility.
During the first nine months of fiscal year 2022, Adtalem granted
33
to receive dividend equivalents, if any. This right does not pertain to the performance-based RSUs.
Weighted-Average | |||||
Number of | Grant Date | ||||
RSUs | Fair Value | ||||
Outstanding as of July 1, 2021 |
| | $ | | |
Granted |
| |
| | |
Vested |
| ( |
| | |
Forfeited |
| ( |
| | |
Outstanding as of March 31, 2022 |
| | $ | | |
The weighted-average estimated grant date fair values of RSUs granted at market price under Adtalem’s stock-based incentive plans during the first nine months of fiscal years 2022 and 2021 were $
Stock-based compensation expense, which is primarily included in student services and administrative expense, and the related income tax benefit were as follows (in thousands):
Three Months Ended | Nine Months Ended | ||||||||||||
March 31, | March 31, | ||||||||||||
2022 | 2021 | 2022 | 2021 | ||||||||||
Stock-based compensation | $ | | $ | | $ | | $ | | |||||
Income tax benefit |
| ( |
| ( |
| ( |
| ( | |||||
Stock-based compensation, net of tax | $ | | $ | | $ | | $ | | |||||
As of March 31, 2022, $
There was
Adtalem has an established practice of issuing new shares of common stock to satisfy stock-based grant exercises. However, Adtalem also may issue treasury shares to satisfy stock-based grant exercises under certain of its stock-based incentive plans.
18. Fair Value Measurements
Adtalem has elected not to measure any assets or liabilities at fair value other than those required to be measured at fair value on a recurring basis. Assets measured at fair value on a nonrecurring basis include goodwill, intangible assets, and assets of businesses where the long-term value of the operations have been impaired.
Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants. The guidance specifies a fair value hierarchy based upon the observability of inputs used in valuation techniques. Observable inputs (highest level) reflect market data obtained from independent sources, while unobservable inputs (lowest level) reflect internally developed market assumptions. The guidance establishes fair value measurement classifications under the following hierarchy:
Level 1 – Quoted prices for identical instruments in active markets.
Level 2 – Observable inputs other than prices included in Level 1, such as quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs or significant value-drivers are observable in active markets.
34
Level 3 –Model-derived valuations in which one or more significant inputs or significant value-drivers are unobservable.
When available, Adtalem uses quoted market prices to determine fair value, and such measurements are classified within Level 1. In cases where market prices are not available, Adtalem makes use of observable market-based inputs to calculate fair value, in which case the measurements are classified within Level 2. If quoted or observable market prices are not available, fair value is based upon internally developed models that use, where possible, current market-based parameters such as interest rates and yield curves. These measurements are classified within Level 3.
Fair value measurements are classified according to the lowest level input or value-driver that is significant to the valuation. A measurement may therefore be classified within Level 3 even though there may be significant inputs that are readily observable.
The carrying value of our cash and cash equivalents approximates fair value because of their short-term nature and is classified as Level 1.
Adtalem maintains a rabbi trust with investments in stock and bond mutual funds to fund obligations under a nonqualified deferred compensation plan. The fair value of the investments in the rabbi trust included in prepaid expenses and other current assets on the Consolidated Balance Sheets as of March 31, 2022, June 30, 2021, and March 31, 2021 was $
The fair value of the credit extension programs, which approximates its carrying value, included in accounts receivable, net and other assets, net on the Consolidated Balance Sheets as of March 31, 2022, June 30, 2021, and March 31, 2021 of $
In connection with the sale of DeVry University, Adtalem loaned $
On July 31, 2019, Adtalem sold its Chicago, Illinois, campus facility to DePaul College Prep. In connection with the sale, Adtalem holds a mortgage from DePaul College Prep for $
Adtalem has a nonqualified deferred compensation plan for highly compensated employees and its Board members. The participant’s “investments” are in a hypothetical portfolio of investments which are tracked by an administrator. Changes in the fair value of the nonqualified deferred compensation obligation are derived using quoted prices in active markets based on the market price per unit multiplied by the number of units. Total liabilities under the plan included in accrued liabilities on the Consolidated Balance Sheets as of March 31, 2022, June 30, 2021, and March 31, 2021 were $
As of March 31, 2022, June 30, 2021, and March 31, 2021, borrowings under our long-term debt agreements were $
35
approximates fair value because the interest rates on these borrowings approximated the effective interest rate and is classified as Level 2. See Note 13 “Debt” for additional information on our long-term debt agreements.
On March 24, 2020, we executed a pay-fixed, receive-variable interest rate swap agreement with a multinational financial institution to fully mitigate risks associated with the variable interest rate on our Prior Term Loan B debt with an effective date of March 31, 2020. The fair value of our Swap was based in part on data received from the counterparty, and represented the estimated amount we would receive or pay to settle the Swap, taking into consideration current and projected future interest rates as well as the creditworthiness of the counterparty, all of which can be validated through readily observable data from external sources, in which case the measurements are classified within Level 2. The fair value of the Swap was represented within other liabilities on the Consolidated Balance Sheets with a balance of $
As of March 31, 2022, June 30, 2021, and March 31, 2021, there were
Assets measured at fair value on a nonrecurring basis include goodwill and indefinite-lived intangibles arising from a business combination. These assets are not amortized and charged to expense over time. Instead, goodwill and indefinite-lived intangibles must be reviewed annually for impairment or more frequently if circumstances arise indicating potential impairment. This impairment review was most recently completed as of May 31, 2021. See Note 12 “Goodwill and Intangible Assets” for additional information on the impairment review, including valuation techniques and assumptions.
19. Commitments and Contingencies
Adtalem is subject to lawsuits, administrative proceedings, regulatory reviews, and investigations associated with financial assistance programs and other matters arising in the normal conduct of its business. As of March 31, 2022, Adtalem believes it has adequately reserved for potential losses. The following is a description of pending legal and regulatory matters that may be considered other than ordinary, routine, and incidental to the business. Descriptions of certain matters from prior SEC filings may not be carried forward in this report to the extent we believe such matters no longer are required to be disclosed or there has not been, to our knowledge, significant activity relating to them. We have recorded accruals for those matters where management believes a loss is probable and can be reasonably estimated as of March 31, 2022. For those matters for which we have not recorded an accrual, their possible impact on Adtalem’s business, financial condition, or results of operations, cannot be predicted at this time. The continued defense, resolution, or settlement of any of the following matters could require us to expend significant resources and could have a material adverse effect on our business, financial condition, results of operations, and cash flows, and result in the imposition of significant restrictions on us and our ability to operate.
On April 13, 2018, a putative class action lawsuit was filed by Nicole Versetto, individually and on behalf of others similarly situated, against Adtalem, DeVry University Inc., and DeVry/New York Inc. (collectively the “Adtalem Parties”) in the Circuit Court of Cook County, Illinois, Chancery Division. The complaint was filed on behalf of herself and
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loss contingency accrual of $
In addition to Valderrama, Stoltmann Law Offices represented
On November 2, 2021, Adtalem and the Stoltmann Law Offices participated in a mediation to resolve the claims of the Stoltmann Claimants. Adtalem and the Stoltmann Law Offices reached agreement on settlement terms (“Stoltmann Settlement”). The Adtalem Board of Directors approved the Stoltmann Settlement. The settlement amount, $
On January 19, 2021, a putative class action was filed in the United States District Court for the Northern District of Ohio against Chamberlain by Tanesia Dean on behalf of herself and similarly situated students of Chamberlain. The complaint alleged breach of contract and unjust enrichment claims against Chamberlain related to its decision to transition all classes online in March 2020, in light of the global COVID-19 pandemic, without altering tuition or fees. The putative class was defined to include all students, nationwide, who paid tuition and fees during the following academic sessions: May 2020, July 2020, September 2020, November 2020, and January 2021. Plaintiff sought monetary relief exceeding $
On March 12, 2021, Travontae Johnson, a current student of Chamberlain, filed a putative class action against Chamberlain in the Circuit Court of Cook County, Illinois, Chancery Division. The plaintiff claims that Chamberlain’s use of Respondus Monitor, an online remote proctoring tool for student examinations, violated the Illinois Biometric Information Privacy Act (“BIPA”), 740 ILCS 14/15. More particularly, the plaintiff claims that Chamberlain required students to use Respondus Monitor, which collected, captured, stored, used, and disclosed students’ biometric identifiers and biometric information without written and informed consent. The plaintiff also alleges that Chamberlain lacked a legally compliant written policy establishing a retention schedule and guidelines for destroying biometric identifiers and biometric information. The potential class purportedly includes all students who took an assessment using the proctoring tool, as a student of Chamberlain in Illinois, at any time from March 12, 2016 through January 20, 2021. The plaintiff and the putative class seek damages in excess of $
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On July 19, 2021, Chamberlain filed its motion to dismiss the amended complaint arguing that plaintiff’s lawsuit is expressly preempted by Title V of the Gramm-Leach-Bliley Act. Chamberlain’s motion is pending.
On July 22, 2021, plaintiffs Cheryl Burleigh and Chad Harris (both contributing faculty members at Walden) filed a class action complaint in the Superior Court of Alameda County, California alleging violations of California wage and hour laws by Walden and Laureate Education, Inc. The complaint alleges that Walden’s “per assignment” pay scale results in uncompensated work time for plaintiffs and class members for time spent in trainings and meetings. Plaintiffs also allege that they were not paid for meal and rest breaks, that they were not reimbursed for necessary business expenses, that Walden did not provide wage statements as required by California state law, and that they were not paid wages due upon termination. Plaintiffs also allege derivative claims under California’s Unfair Competition Law. The complaint seeks restitution including pay for uncompensated hours of work, unreimbursed business expenses and interest, liquidated damages, declaratory relief, injunctive relief, penalties, and attorney fees and costs. Walden and Laureate have filed a demurrer. On January 28, 2022, the parties agreed to settle the complaint for an immaterial amount, subject to the approval of the Superior Court of Alameda County, California.
On January 12, 2022, Walden was served with a complaint filed in the United States District Court for the District of Maryland by Aljanal Carroll, Claudia Provost Charles, and Tiffany Fair against Walden for damages, injunctive relief, and declaratory relief on behalf of themselves and all other similarly-situated individuals alleging violations of Title VI of the Civil Rights Act of 1964, the Equal Credit Opportunity Act, the Minnesota Prevention of Consumer Fraud Act, the Minnesota Uniform Deceptive Trade Practices Act, Minnesota statutes prohibiting false statements in advertising, and for common law fraudulent misrepresentation. Plaintiffs allege that Walden has targeted, deceived, and exploited Black and female Doctor of Business Administration (“DBA”) students by knowingly misrepresenting and understating the number of “capstone” credits required to complete the DBA program and obtain a degree. On March 23, 2022, Walden filed a Motion to Dismiss the Plaintiffs’ claims for failure to state a claim upon which relief can be granted.
As previously disclosed, pursuant to the terms of the Stock Purchase Agreement by and between Adtalem and Cogswell, dated as of December 4, 2017, as amended, Adtalem sold DeVry University to Cogswell and Adtalem agreed to indemnify DeVry University for certain losses up to $
20. Segment Information
During the first quarter of fiscal year 2022, Adtalem made a change to its reportable segments to align with current strategic priorities and resource allocation.
Beginning in the second quarter of fiscal year 2022, Adtalem eliminated its Financial Services segment when ACAMS, Becker, OCL, and EduPristine, were classified as discontinued operations. See Note 4 “Discontinued Operations and Assets Held for Sale” for additional information. Segment information presented excludes the results of the former Financial Services segment. Discontinued operations assets are included in the table below to reconcile to total consolidated assets presented on the Consolidated Balance Sheets. In addition, certain expenses previously allocated to ACAMS, Becker, OCL, and EduPristine within our former Financial Services segment during fiscal year 2021 and the first quarter of fiscal year 2022 were reclassified to Home Office and Other based on discontinued operations reporting guidance regarding allocation of corporate overhead. Beginning in the second quarter of fiscal year 2022, these costs are being allocated to the Chamberlain, Walden, and Medical and Veterinary segments.
We present
Chamberlain – Offers degree and non-degree programs in the nursing postsecondary education industry. This segment includes the operations of Chamberlain.
Walden – Offers more than
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Medical and Veterinary – Offers degree and non-degree programs in the medical and veterinary postsecondary education industry. This segment includes the operations of AUC, RUSM, and RUSVM, which are collectively referred to as the “medical and veterinary schools.”
These segments are consistent with the method by which the Chief Operating Decision Maker (Adtalem’s President and Chief Executive Officer) evaluates performance and allocates resources. Performance evaluations are based on each segment’s operating income excluding special items. Operating income excludes special items, which consists of deferred revenue adjustment, CEO transition costs, restructuring expense, business acquisition and integration expense, and Walden intangible asset amortization. Adtalem’s management excludes these items from its review of the results of the operating segments for purposes of measuring segment profitability and allocating resources. “Home Office and Other” includes activities not allocated to a reportable segment and is included to reconcile segment results to the consolidated financial statements. Segments may have allocated depreciation expense related to depreciable assets reported as an asset in a different segment or at Home Office and Other. The accounting policies of the segments are the same as those described in Note 2 “Summary of Significant Accounting Policies.”
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Summary financial information by reportable segment is as follows (in thousands):
Three Months Ended | Nine Months Ended | ||||||||||||
March 31, | March 31, | ||||||||||||
2022 | 2021 | 2022 | 2021 | ||||||||||
Revenue: |
|
|
|
|
| ||||||||
Chamberlain | $ | | $ | | $ | | $ | | |||||
Walden | | | | | |||||||||
Medical and Veterinary | | | | | |||||||||
Total consolidated revenue | $ | | $ | | $ | | $ | | |||||
Operating income excluding special items: |
|
|
| ||||||||||
Chamberlain | $ | | $ | | $ | | $ | | |||||
Walden | | | | | |||||||||
Medical and Veterinary | | | | | |||||||||
Home Office and Other |
| ( |
| ( |
| ( |
| ( | |||||
Total consolidated operating income excluding special items | | | | | |||||||||
Reconciliation to consolidated financial statements: | |||||||||||||
Deferred revenue adjustment | | | ( | | |||||||||
CEO transition costs | | | ( | | |||||||||
Restructuring expense |
| ( |
| ( |
| ( |
| ( | |||||
Business acquisition and integration expense | ( |
| ( | ( |
| ( | |||||||
Walden intangible amortization expense | ( |
| | ( |
| | |||||||
Total consolidated operating income | | | | | |||||||||
Net other expense |
| ( |
| ( |
| ( |
| ( | |||||
Total consolidated (loss) income from continuing operations before income taxes | $ | ( | $ | | $ | ( | $ | | |||||
Segment assets: |
|
| |||||||||||
Chamberlain | $ | | $ | | $ | | $ | | |||||
Walden | | | | | |||||||||
Medical and Veterinary | | | | | |||||||||
Home Office and Other |
| |
| |
| |
| | |||||
Discontinued Operations |
| |
| |
| |
| | |||||
Total consolidated assets | $ | | $ | | $ | | $ | | |||||
Capital expenditures: |
|
| |||||||||||
Chamberlain | $ | | $ | | $ | | $ | | |||||
Walden | | | | | |||||||||
Medical and Veterinary | | | | | |||||||||
Home Office and Other |
| |
| |
| |
| | |||||
Total consolidated capital expenditures | $ | | $ | | $ | | $ | | |||||
Depreciation expense: |
|
| |||||||||||
Chamberlain | $ | | $ | | $ | | $ | | |||||
Walden | | | | | |||||||||
Medical and Veterinary | | | | | |||||||||
Home Office and Other |
| |
| |
| |
| | |||||
Total consolidated depreciation expense | $ | | $ | | $ | | $ | | |||||
Intangible asset amortization expense: |
|
| |||||||||||
Walden | $ | | $ | | $ | | $ | | |||||
Total consolidated intangible asset amortization expense | $ | | $ | | $ | | $ | | |||||
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Adtalem conducts its educational operations in the U.S., Barbados, St. Kitts, and St. Maarten.
Three Months Ended | Nine Months Ended | ||||||||||||
March 31, | March 31, | ||||||||||||
2022 | 2021 | 2022 | 2021 | ||||||||||
Revenue from unaffiliated customers: |
|
|
|
| |||||||||
Domestic operations | $ | | $ | | $ | | $ | | |||||
Barbados, St. Kitts, and St. Maarten |
| |
| |
| |
| | |||||
Total consolidated revenue | $ | | $ | | $ | | $ | | |||||
Long-lived assets: |
|
|
| ||||||||||
Domestic operations | $ | | $ | | $ | | $ | | |||||
Barbados, St. Kitts, and St. Maarten |
| |
| |
| |
| | |||||
Total consolidated long-lived assets | $ | | $ | | $ | | $ | | |||||
No one customer accounted for more than 10% of Adtalem’s consolidated revenue for all periods presented.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
In this Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MDA”), Adtalem Global Education Inc., together with its subsidiaries, is collectively referred to as “Adtalem,” “we,” “our,” “us,” or similar references.
Discussions within this MDA may contain forward-looking statements. See the “Forward-Looking Statements” section for details about the uncertainties that could cause our actual results to be materially different than those expressed in our forward-looking statements.
Throughout this MDA, we sometimes use information derived from the consolidated financial statements and the notes thereto but not presented in accordance with U.S. generally accepted accounting principles (“GAAP”). Certain of these items are considered “non-GAAP financial measures” under the Securities and Exchange Commission (“SEC”) rules. See the “Non-GAAP Financial Measures and Reconciliations” section for the reasons we use these non-GAAP financial measures and the reconciliations to their most directly comparable GAAP financial measures.
Certain items presented in tables may not sum due to rounding. Percentages presented are calculated from the underlying numbers in thousands. Discussions throughout this MDA are based on continuing operations unless otherwise noted. The MDA should be read in conjunction with the consolidated financial statements and the notes thereto.
Available Information
We use our website (www.adtalem.com) as a routine channel of distribution of company information, including press releases, presentations, and supplemental information, as a means of disclosing material non-public information and for complying with our disclosure obligations under Regulation FD. Accordingly, investors should monitor our website in addition to following press releases, SEC filings, and public conference calls and webcasts. Investors and others can receive notifications of new information posted on our investor relations website in real time by signing up for email alerts. You may also access our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports, as well as other reports relating to us that are filed with or furnished to the SEC, free of charge in the investor relations section of our website as soon as reasonably practicable after such material is electronically filed with or furnished to the SEC. The SEC also maintains a website that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at www.sec.gov. The content of the websites mentioned above is not incorporated into and should not be considered a part of this report.
Segments
During the first quarter of fiscal year 2022, Adtalem made a change to its reportable segments to align with current strategic priorities and resource allocation.
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Beginning in the second quarter of fiscal year 2022, Adtalem eliminated its Financial Services segment when the Association of Certified Anti-Money Laundering Specialists (“ACAMS”), Becker Professional Education (“Becker”), OnCourse Learning (“OCL”), and EduPristine were classified as discontinued operations and assets held for sale. In accordance with GAAP, we have classified ACAMS, Becker, OCL, and EduPristine entities as “Held for Sale” and “Discontinued Operations” in all periods presented as applicable. As a result, all financial results, disclosures, and discussions of continuing operations in this Quarterly Report on Form 10-Q exclude ACAMS, Becker, OCL, and EduPristine operations, unless otherwise noted. On March 10, 2022, we completed the sale of ACAMS, Becker, and OCL. We are in the process of selling EduPristine and expect to close during the fourth quarter of fiscal year 2022. In addition, we continue to incur costs associated with ongoing litigation and settlements related to the DeVry University divestiture, which was completed during fiscal year 2019, and are classified as expense within discontinued operations. See Note 4 “Discontinued Operations and Assets Held for Sale” to the Consolidated Financial Statements for additional discontinued operations information.
We present three reportable segments as follows:
Chamberlain – Offers degree and non-degree programs in the nursing postsecondary education industry. This segment includes the operations of Chamberlain University (“Chamberlain”).
Walden – Offers more than 100 online certificate, bachelor’s, master’s, and doctoral degrees, including those in nursing, education, counseling, business, psychology, public health, social work and human services, public administration and public policy, and criminal justice. This segment includes the operations of Walden University (“Walden”), which was acquired by Adtalem on August 12, 2021. See Note 3 “Acquisitions” to the Consolidated Financial Statements for additional information on the acquisition.
Medical and Veterinary – Offers degree and non-degree programs in the medical and veterinary postsecondary education industry. This segment includes the operations of the American University of the Caribbean School of Medicine (“AUC”), Ross University School of Medicine (“RUSM”), and Ross University School of Veterinary Medicine (“RUSVM”), which are collectively referred to as the “medical and veterinary schools.”
“Home Office and Other” includes activities not allocated to a reportable segment. Financial and descriptive information about Adtalem’s reportable segments is presented in Note 20 “Segment Information” to the Consolidated Financial Statements.
Certain expenses previously allocated to ACAMS, Becker, OCL, and EduPristine within our former Financial Services segment during fiscal year 2021 and the first quarter of fiscal year 2022 have been reclassified to Home Office and Other based on discontinued operations reporting guidance regarding allocation of corporate overhead. Beginning in the second quarter of fiscal year 2022, these costs are being allocated to the Chamberlain, Walden, and Medical and Veterinary segments.
Walden University Acquisition
On August 12, 2021, Adtalem completed the acquisition of all the issued and outstanding equity interest in Walden e-Learning, LLC, a Delaware limited liability company (“e-Learning”), and its subsidiary, Walden University, LLC, a Florida limited liability company, from Laureate Education, Inc. (“Laureate” or “Seller”) in exchange for a purchase price of $1.5 billion in cash, as set forth in the Membership Interest Purchase Agreement, as amended (the “Agreement) (the “Acquisition”). See the “Liquidity and Capital Resources” section of this MDA for a discussion on the financing used to fund the Acquisition. The risks and uncertainties related to the Acquisition are described in Item 1A. “Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended June 30, 2021 (“2021 Form 10-K”).
Third Quarter Highlights
Financial and operational highlights for the third quarter of fiscal year 2022 include:
| ● | Adtalem revenue grew $135.4 million, or 58.8%, in the third quarter of fiscal year 2022 compared to the year-ago quarter. Excluding the effect of the Walden acquisition, Adtalem revenue declined $3.7 million, or 1.6%, in the third |
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| quarter of fiscal year 2022 compared to the year-ago quarter. The Medical and Veterinary segment revenue was relatively flat compared to the year-ago quarter, while the Chamberlain segment saw a decline in revenue. |
| ● | Net income attributable to Adtalem of $349.8 million ($7.09 diluted earnings per share) increased $325.2 million ($6.61 diluted earnings per share) in the third quarter of fiscal year 2022 compared to net income attributable to Adtalem of $24.7 million in the year-ago quarter. This increase was primarily driven by the gain on the disposal of ACAMS, Becker, and OCL, partially offset by increased interest expense. Net income from continuing operations excluding special items of $42.8 million ($0.87 diluted earnings per share) increased $12.1 million ($0.27 diluted earnings per share), or 39.5%, in the third quarter of fiscal year 2022 compared to the year-ago quarter. This increase was driven principally by the addition of Walden operations, partially offset by increased interest expense. |
| ● | For the March 2022 session, total student enrollment at Chamberlain decreased 4.3% compared to the same session last year. Chamberlain experienced declining enrollment in several programs, with the most pronounced being in the Registered Nurse to Bachelor of Science in Nursing (“RN-to-BSN”) online degree program. |
| ● | On August 12, 2021, Adtalem completed its acquisition of Walden. As of March 31, 2022, total student enrollment at Walden was 42,788 students. Total enrollment decreased 8.4% compared to the same session last year. (Prior year figures are as calculated in the prior year by Walden while controlled by Laureate — these figures are used for comparative purposes only.) |
| ● | On March 11, 2022, we made a prepayment of $396.7 million on our Term Loan B debt. Subsequent to the end of the third quarter, on April 11, 2022, we repaid $373.3 of our 5.50% Senior Secured Notes due 2028 (the “Notes”), for cash at a price equal to 100% of the principal amount of the Notes. |
| ● | On March 14, 2022, we entered into an accelerated share repurchase (“ASR”) agreement to repurchase $150.0 million of common stock. We received an initial delivery of 4,709,576 shares of common stock. The final settlement of the ASR agreement is expected to be completed no later than during the second quarter of fiscal year 2023. |
| ● | On March 1, 2022, we announced that the Board of Directors (the “Board”) authorized Adtalem’s thirteenth share repurchase program, which allows Adtalem to repurchase up to $300.0 million of its common stock through February 25, 2025. No repurchases were made under this program during the third quarter of fiscal year 2022. |
Overview of the Impact of COVID-19
On March 11, 2020, the novel coronavirus (“COVID-19”) outbreak was declared a pandemic by the World Health Organization. COVID-19 has had tragic consequences across the globe and altered business and consumer activity across many industries. Management initiated several changes to the operations of our institutions and administrative functions in order to protect the health of our students and employees and to mitigate the financial effects of COVID-19 and its resultant economic slowdown. We will continue to evaluate, and if appropriate, adopt other measures in the future required for the ongoing safety of our students and employees.
Results of Operations
Management believes the decreased enrollments at Chamberlain and Walden, and to a lesser extent at Medical and Veterinary, are partially driven by disruptions in the nursing and healthcare markets caused by COVID-19. The amount of revenue, operating income, and earnings per share losses in the third quarter and first nine months of fiscal year 2022 driven by this disruption are not quantifiable. Management anticipates COVID-19 will continue to negatively affect consolidated revenue, operating income, and earnings per share during the remainder of fiscal year 2022 and beyond or for as long as the pandemic and the various surges continue. In the third quarter and first nine months of fiscal year 2022, we experienced higher variable expenses associated with bringing students back to campus and providing a safe environment in the context of COVID-19 as in-person instruction continues at Chamberlain and the medical and veterinary schools. These higher variable expenses are expected to continue during the remainder of fiscal year 2022; however, these are expenses incurred in the normal course of on campus operations and will not be categorized as COVID-19 expenses. COVID-19 effects on the third quarter and first nine months of fiscal year 2022 and 2021 results of operations of the Adtalem institutions are described below.
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Although COVID-19 has had a negative effect on the operating results of all four reporting units that contain goodwill and indefinite-lived intangible assets as of March 31, 2022, at this time none of the effects are considered significant enough to create an impairment triggering event since our annual goodwill impairment assessment on May 31, 2021. While management has considered the effects of the COVID-19 pandemic in evaluating the existence of an impairment triggering event, it is possible that effects to revenue and cash flows will be more significant than currently expected if the effects of the COVID-19 pandemic and measures established to combat the virus become more severe and restrictive and continue for an extended period of time. Should economic conditions deteriorate beyond expectations during the remainder of fiscal year 2022, an impairment triggering event could arise and require reassessment of the fair values of goodwill and intangible assets.
Liquidity
Adtalem’s cash and cash equivalents balance as of March 31, 2022 was $788.7 million. Adtalem generated $58.4 million in operating cash flow from continuing operations in the first nine months of fiscal year 2022. This cash balance was reduced subsequent to March 31, 2022 with the repayment of $373.3 million of the Notes. In the event of unexpected market conditions or negative economic changes, including those caused by COVID-19, that could negatively affect Adtalem’s earnings and/or operating cash flow, Adtalem maintains a $400.0 million revolving credit facility with
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availability of $316.0 million as of March 31, 2022. Management currently projects that COVID-19 will continue to have an effect on operations; however, we believe the current balances of cash, cash generated from operations, and our credit facility will be sufficient to fund both Adtalem’s current domestic and international operations and growth plans for the foreseeable future. See further discussion on the new financing executed to close the Acquisition in the section of this MDA titled “Liquidity and Capital Resources.”
Results of Operations
The following table presents selected Consolidated Statements of Income data as a percentage of revenue:
Three Months Ended | Nine Months Ended | ||||||||||
March 31, | March 31, | ||||||||||
2022 | 2021 | 2022 | 2021 | ||||||||
Revenue | 100.0 | % | 100.0 | % | 100.0 | % | 100.0 | % | |||
Cost of educational services | 45.4 | % | 49.9 | % | 48.6 | % | 50.0 | % | |||
Student services and administrative expense | 41.0 | % | 32.3 | % | 42.2 | % | 31.8 | % | |||
Restructuring expense | 2.9 | % | 0.5 | % | 1.7 | % | 0.8 | % | |||
Business acquisition and integration expense | 1.6 | % | 1.6 | % | 4.0 | % | 4.1 | % | |||
Total operating cost and expense | 90.9 | % | 84.4 | % | 96.5 | % | 86.7 | % | |||
Operating income | 9.1 | % | 15.6 | % | 3.5 | % | 13.3 | % | |||
Net other expense | (9.7) | % | (3.1) | % | (10.4) | % | (1.6) | % | |||
(Loss) income from continuing operations before income taxes | (0.6) | % | 12.5 | % | (6.9) | % | 11.7 | % | |||
Benefit from (provision for) income taxes | 2.2 | % | (2.0) | % | 3.8 | % | (1.8) | % | |||
Income (loss) from continuing operations | 1.6 | % | 10.5 | % | (3.1) | % | 9.9 | % | |||
Income (loss) from discontinued operations, net of tax | 94.1 | % | 0.1 | % | 33.3 | % | (0.0) | % | |||
Net income | 95.7 | % | 10.7 | % | 30.2 | % | 9.9 | % | |||
Net loss attributable to redeemable noncontrolling interest from discontinued operations | 0.0 | % | 0.0 | % | 0.0 | % | 0.1 | % | |||
Net income attributable to Adtalem | 95.7 | % | 10.7 | % | 30.2 | % | 9.9 | % | |||
Revenue
The following tables present revenue by segment detailing the changes from the year-ago periods (in thousands):
Three Months Ended March 31, 2022 |
| ||||||||||||
Chamberlain |
| Walden |
| Medical and |
| Consolidated |
| ||||||
Fiscal year 2021 as reported | $ | 146,313 | $ | — | $ | 83,900 | $ | 230,213 | |||||
Organic (decline) growth | (3,763) | — | 92 | (3,671) | |||||||||
Effect of acquisitions | — | 139,081 | — | 139,081 | |||||||||
Fiscal year 2022 as reported | $ | 142,550 | $ | 139,081 | $ | 83,992 | $ | 365,623 | |||||
Fiscal year 2022 % change: | |||||||||||||
Organic (decline) growth | (2.6) | % | NM | 0.1 | % | (1.6) | % | ||||||
Effect of acquisitions | — | NM | — | 60.4 | % | ||||||||
Fiscal year 2022 % change as reported | (2.6) | % | NM | 0.1 | % | 58.8 | % | ||||||
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Nine Months Ended March 31, 2022 |
| ||||||||||||
Chamberlain |
| Walden |
| Medical and |
| Consolidated |
| ||||||
Fiscal year 2021 as reported | $ | 422,054 | $ | — | $ | 261,381 | $ | 683,435 | |||||
Organic decline | (4,744) | — | (1,125) | (5,869) | |||||||||
Effect of acquisitions | — | 348,325 | — | 348,325 | |||||||||
Fiscal year 2022 as reported | $ | 417,310 | $ | 348,325 | $ | 260,256 | $ | 1,025,891 | |||||
Fiscal year 2022 % change: | |||||||||||||
Organic decline | (1.1) | % | NM | (0.4) | % | (0.9) | % | ||||||
Effect of acquisitions | — | NM | — | 51.0 | % | ||||||||
Fiscal year 2022 % change as reported | (1.1) | % | NM | (0.4) | % | 50.1 | % | ||||||
Chamberlain
Chamberlain Student Enrollment:
Fiscal Year 2022 | |||||||||||||
Session | July 2021 | Sept. 2021 | Nov. 2021 | Jan. 2022 | Mar. 2022 | ||||||||
Total students | 32,729 | 34,539 | 33,648 | 34,141 | 34,158 | ||||||||
% change from prior year | 1.6 | % | (2.8) | % | (2.1) | % | (4.5) | % | (4.3) | % | |||
Fiscal Year 2021 | |||||||||||||
Session | July 2020 | Sept. 2020 | Nov. 2020 | Jan. 2021 | Mar. 2021 | May 2021 |
| ||||||
Total students | 32,198 | 35,525 | 34,387 | 35,750 | 35,702 | 34,930 | |||||||
% change from prior year | 12.2 | % | 11.9 | % | 10.2 | % | 5.6 | % | 5.8 | % | 4.6 | % | |
Chamberlain revenue decreased 2.6%, or $3.8 million, to $142.6 million in the third quarter and decreased 1.1%, or $4.7 million, to $417.3 million in the first nine months of fiscal year 2022 compared to the year-ago periods. These decreases were driven by declining total enrollment in the September 2021 through March 2022 sessions compared to the same sessions from the prior year. Management believes that a decrease in total student enrollment in several programs, with the most pronounced being in the RN-to-BSN online degree program, may partially be driven by prolonged COVID-19 disruptions in the healthcare industry. It is expected disruptions caused by COVID-19 may continue to effect enrollment for as long as the pandemic and its aftermath continue to stress healthcare professionals.
Chamberlain currently operates 23 campuses in 15 states, including Chamberlain’s newest campus in Irwindale, California, which began instruction in May 2021.
Tuition Rates:
Tuition for the BSN onsite degree program ranges from $675 to $699 per credit hour. Tuition for the Registered Nurse to BSN (“RN-to-BSN”) online degree program is $590 per credit hour. Tuition for the online Master of Science in Nursing (“MSN”) degree program is $650 per credit hour. Tuition for the online Family Nurse Practitioner (“FNP”) degree program is $665 per credit hour. Tuition for the online Doctor of Nursing Practice (“DNP”) degree program is $775 per credit hour. Tuition for the online Master of Public Health (“MPH”) degree program is $550 per credit hour. Tuition for the online Master of Social Work (“MSW”) degree program is $695 per credit hour. These tuition rates do not include the cost of course fees, books, supplies, transportation, clinical fees, living expenses, or other fees as listed in the Chamberlain academic catalog.
47
Walden
Walden Student Enrollment:
Fiscal Year 2022 | |||||||
September 30, | December 31, | March 31, | |||||
Period | 2021 | 2021 | 2022 | ||||
Total students | 44,886 | 41,158 | 42,788 | ||||
Walden total student enrollment represents those students attending instructional sessions as of September 30, 2021, December 31, 2021, and March 31, 2022. Walden revenue was $139.1 million in the third quarter and $348.3 million in the first nine months of fiscal year 2022, which includes the deferred revenue purchase accounting adjustment of $8.6 million in the first nine months of fiscal year 2022. There was no comparable revenue in the year-ago periods as Adtalem acquired Walden on August 12, 2021. Management believes that a decrease in total enrollment may partially be driven by prolonged COVID-19 disruptions in the healthcare industry and the negative publicity surrounding the now concluded U.S. Department of Justice inquiry into potential false representations and false advertising to students. This inquiry ultimately concluded favorably, with no findings of misconduct by Walden. In addition, the uncertainty from potential students around the change in control and the Walden acquisition may have negatively affected enrollment. It is expected disruptions caused by COVID-19 may continue to effect enrollment for as long as the pandemic and its aftermath continue to stress healthcare professionals.
Tuition Rates:
On a per credit hour basis, tuition for Walden programs range from $123 per credit hour to $1,020 per credit hour, with the wide range due to the nature of the programs. General education courses are charged at $333 per credit hour. Other programs such as those with a subscription-based learning modality or those billed on a subscription period or term basis range from $1,500 to $6,970 per term. Students are charged a technology fee that ranges from $50 to $220 per term as well as a clinical fee of $150 per course for specific programs. Some programs require students to attend residencies, skills labs, and pre-practicum labs, which are charged at a range of $938 to $2,475 per event. These tuition rates, event charges, and fees do not include the cost of books or personal technology, supplies, transportation, or living expenses.
Medical and Veterinary
Medical and Veterinary Student Enrollment:
Fiscal Year 2022 | |||||||
Semester | Sept. 2021 | Jan. 2022 | |||||
Total students | 5,449 | 5,228 | |||||
% change from prior year | (6.9) | % | (1.2) | % | |||
Fiscal Year 2021 | |||||||
Semester | Sept. 2020 | Jan. 2021 | May 2021 |
| |||
Total students | 5,850 | 5,292 | 5,126 | ||||
% change from prior year | 4.3 | % | (6.2) | % | (1.2) | % | |
Medical and Veterinary revenue increased 0.1%, or $0.1 million, to $84.0 million in the third quarter and decreased 0.4%, or $1.1 million, to $260.3 million in the first nine months of fiscal year 2022 compared to the year-ago periods, driven by lower enrollment offset by an increase in clinical revenue and housing revenue at RUSM in the third quarter of fiscal year 2022 and partially offset by increased clinical revenue and housing revenue at RUSM in the first nine months of fiscal year 2022.
In the January 2022 semester, total student enrollment increased at AUC and RUSM but declined at RUSVM. Previous declines in total student enrollment at RUSM were partially driven by the inability to offer clinical experiences to all students caused by an increase in students waiting to pass their USMLE Step 1 exam. If a student has not yet started in a clinical program, is not eligible to be enrolled in a clinical program, or not participating in other educational experiences, they are not included in the enrollment count for that semester. In the January 2022 semester this clinical backlog continued
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to decrease and is expected to be less of a negative factor in enrollment totals going forward. Management believes increased competition for students and hesitancy on participating in on campus instruction were drivers of lower total student enrollment in the basic science programs at all three institutions. Management is executing its plan to differentiate the medical and veterinary schools from the competition, with a core goal of increasing international students, increasing affiliations with historically black colleges and universities (“HBCU”) and Hispanic-serving institutions (“HSI”), expanding AUC’s medical education program based in the U.K. in partnership with the University of Central Lancashire (“UCLAN”), and improving the effectiveness of marketing and enrollment investments.
Tuition Rates:
| ● | Effective for semesters beginning in September 2021, tuition rates for the beginning basic sciences and final clinical rotation portions of AUC’s medical program are $23,800 and $26,625, respectively, per semester. These tuition rates represent a 2.4% increase from the prior academic year. |
| ● | Effective for semesters beginning in September 2021, tuition rates for the beginning basic sciences and final clinical rotation portions of RUSM’s medical program are $24,750 and $27,310, respectively, per semester. These tuition rates represent a 2.4% increase from the prior academic year. |
| ● | For students who entered the RUSVM program in September 2018 or later, the tuition rate for the pre-clinical (Semesters 1-7) and clinical curriculum (Semesters 8-10) is $21,603 per semester effective September 2021. For students who entered RUSVM before September 2018, tuition rates for the pre-clinical and clinical curriculum are $20,066 and $25,190, respectively, per semester effective September 2021. All of these tuition rates represent a 3.5% increase from the prior academic year. |
The respective tuition rates for AUC, RUSM, and RUSVM do not include the cost of transportation, living expenses, or health insurance.
Cost of Educational Services
The largest component of cost of educational services is the cost of faculty and staff who support educational operations. This expense category also includes the costs of facilities, adjunct faculty, supplies, housing, bookstore, other educational materials, student education-related support activities, and the provision for bad debts. We have not yet experienced significant inflationary pressures on wages or other costs of delivering our educational services; however, should inflation persist in the overall economy, cost increases could affect our results of operations in the future. The following tables present cost of educational services by segment detailing the changes from the year-ago periods (in thousands):
Three Months Ended March 31, 2022 |
| |||||||||||||||
| Chamberlain |
| Walden |
| Medical and |
| Home Office | Consolidated | ||||||||
Fiscal year 2021 as reported |
| $ | 65,014 | $ | — |
| $ | 49,444 | $ | 519 |
| $ | 114,977 | |||
Cost decrease |
|
| (2,307) |
| — |
|
| (2,084) |
| (519) |
|
| (4,910) | |||
Effect of acquisitions |
|
| — |
| 55,960 |
|
| — |
| — |
|
| 55,960 | |||
Fiscal year 2022 as reported |
| $ | 62,707 | $ | 55,960 |
| $ | 47,360 | $ | — |
| $ | 166,027 | |||
Fiscal year 2022 % change: |
| |||||||||||||||
Cost decrease |
| (3.5) | % |
| NM | (4.2) | % |
| NM | (4.3) | % | |||||
Effect of acquisitions |
| — |
| NM | — |
| NM | 48.7 | % | |||||||
Fiscal year 2022 % change as reported |
| (3.5) | % |
| NM | (4.2) | % |
| NM | 44.4 | % | |||||
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Nine Months Ended March 31, 2022 |
| |||||||||||||||
| Chamberlain |
| Walden |
| Medical and |
| Home Office | Consolidated | ||||||||
Fiscal year 2021 as reported |
| $ | 188,735 | $ | — |
| $ | 151,106 | $ | 1,656 |
| $ | 341,497 | |||
Cost increase (decrease) |
|
| 6,257 |
| — |
| 2,708 |
| (1,656) |
|
| 7,309 | ||||
Effect of acquisitions |
|
| — |
| 149,691 |
|
| — |
| — |
|
| 149,691 | |||
Fiscal year 2022 as reported |
| $ | 194,992 | $ | 149,691 |
| $ | 153,814 | $ | — |
| $ | 498,497 | |||
Fiscal year 2022 % change: |
| |||||||||||||||
Cost increase |
| 3.3 | % |
| NM | 1.8 | % |
| NM | 2.1 | % | |||||
Effect of acquisitions |
| — |
| NM | — |
| NM | 43.8 | % | |||||||
Fiscal year 2022 % change as reported |
| 3.3 | % |
| NM | 1.8 | % |
| NM | 46.0 | % | |||||
Cost of educational services increased 44.4%, or $51.1 million, to $166.0 million in the third quarter and increased 46.0%, or $157.0 million, to $498.5 million in the first nine months of fiscal year 2022 compared to the year-ago periods. Excluding the effect of the Walden acquisition, cost of education services decreased 4.3%, or $4.9 million, in the third quarter and increased 2.1%, or $7.3 million, in the first nine months of fiscal year 2022 compared to the year-ago periods. Costs decreased in the third quarter of fiscal year 2022 primarily driven by cost reduction efforts across all institutions. Costs increased in the first nine months of fiscal year 2022 primarily driven by return to campus cost increases at Chamberlain, AUC, RUSM, and RUSVM, increased clinical expense to support increased clinical hours, and costs to support Chamberlain campus growth.
As a percentage of revenue, cost of educational services was 45.4% and 48.6% in the third quarter and first nine months of fiscal year 2022, respectively, compared to 49.9% and 50.0% in the year-ago periods. The decreases in the percentages were primarily the result of the influence of Walden’s higher gross margins. Walden’s fully online operating model results in lower cost of educational services.
Student Services and Administrative Expense
The student services and administrative expense category includes expenses related to student admissions, marketing and advertising, general and administrative, and amortization expense of finite-lived intangible assets related to business acquisitions. We have not yet experienced significant inflationary pressures on wages or other costs of providing services to our students and educational institutions; however, should inflation persist in the overall economy, cost increases could affect our results of operations in the future. The following tables present student services and administrative expense by segment detailing the changes from the year-ago periods (in thousands):
Three Months Ended March 31, 2022 |
| |||||||||||||||
| Chamberlain |
| Walden |
| Medical and |
| Home Office | Consolidated | ||||||||
Fiscal year 2021 as reported | $ | 45,192 | $ | — | $ | 19,479 | $ | 9,741 | $ | 74,412 | ||||||
Cost decrease |
| (4,258) |
| — |
| (2,329) |
| (1,684) |
| (8,271) | ||||||
Effect of acquisitions excluding special items |
| — |
| 56,932 |
| — |
| — |
| 56,932 | ||||||
Walden intangible amortization expense | — | 26,817 | — | — | 26,817 | |||||||||||
Fiscal year 2022 as reported | $ | 40,934 | $ | 83,749 | $ | 17,150 | $ | 8,057 | $ | 149,890 | ||||||
Fiscal year 2022 % change: |
|
| ||||||||||||||
Cost decrease | (9.4) | % |
| NM | (12.0) | % |
| NM | (11.1) | % | ||||||
Effect of acquisitions excluding special items |
| — |
| NM |
| — |
| NM |
| 76.5 | % | |||||
Effect of Walden intangible amortization expense |
| — |
| NM |
| — |
| NM |
| 36.0 | % | |||||
Fiscal year 2022 % change as reported |
| (9.4) | % |
| NM |
| (12.0) | % |
| NM |
| 101.4 | % | |||
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Nine Months Ended March 31, 2022 |
| |||||||||||||||
| Chamberlain |
| Walden |
| Medical and |
| Home Office | Consolidated | ||||||||
Fiscal year 2021 as reported | $ | 134,562 | $ | — | $ | 53,648 | $ | 29,292 | $ | 217,502 | ||||||
Cost increase (decrease) |
| 2,201 |
| — |
| (2,059) |
| (2,477) |
| (2,335) | ||||||
Effect of acquisitions excluding special items |
| — |
| 137,594 |
| — |
| — |
| 137,594 | ||||||
Walden intangible amortization expense | — | 73,967 | — | — | 73,967 | |||||||||||
CEO transition costs | — | — | — | 6,195 | 6,195 | |||||||||||
Fiscal year 2022 as reported | $ | 136,763 | $ | 211,561 | $ | 51,589 | $ | 33,010 | $ | 432,923 | ||||||
Fiscal year 2022 % change: |
|
| ||||||||||||||
Cost increase (decrease) | 1.6 | % |
| NM | (3.8) | % |
| NM | (1.1) | % | ||||||
Effect of acquisitions excluding special items |
| — |
| NM |
| — |
| NM |
| 63.3 | % | |||||
Effect of Walden intangible amortization expense |
| — |
| NM |
| — |
| NM |
| 34.0 | % | |||||
Effect of CEO transition costs |
| — |
| NM |
| — |
| NM |
| 2.8 | % | |||||
Fiscal year 2022 % change as reported |
| 1.6 | % |
| NM |
| (3.8) | % |
| NM |
| 99.0 | % | |||
Student services and administrative expense increased 101.4%, or $75.5 million, to $149.9 million in the third quarter and increased 99.0%, or $215.4 million, to $432.9 million in the first nine months of fiscal year 2022 compared to the year-ago periods. Excluding the effect of the Walden acquisition and CEO transition costs, student services and administrative expense decreased 11.1%, or $8.3 million, in the third quarter and decreased 1.1%, or $2.3 million, in the first nine months of fiscal year 2022 compared to the year-ago periods. Decreased costs excluding Walden in the third quarter and first nine months of fiscal year 2022 were primarily driven by cost reduction efforts across all institutions and home office. These cost decreases were partially offset by higher marketing expense at Medical and Veterinary in the third quarter and at Chamberlain and Medical and Veterinary in the first nine months of fiscal year 2022.
As a percentage of revenue, student services and administrative expense was 41.0% and 42.2% in the third quarter and first nine months of fiscal year 2022, respectively, compared to 32.3% and 31.8% in the year-ago periods. The increases in the percentages were primarily the result of an increase in Chamberlain and Medical and Veterinary marketing expense, Walden intangible amortization expense and CEO transition costs.
Restructuring Expense
Restructuring expense in the third quarter and first nine months of fiscal year 2022 was $10.5 million and $17.0 million, respectively, compared to $1.2 million and $5.3 million in the year-ago periods. The primary driver of the increased restructure expense in the third quarter and first nine months of fiscal year 2022 was the higher severance charges related to workforce reductions including those related to synergy actions with regard to the Walden acquisition and Medical and Veterinary real estate consolidations. See Note 6 “Restructuring Charges” to the Consolidated Financial Statements for additional information on restructuring charges.
In addition to continuing to incur restructuring charges or reversals related to exiting leased space from previous restructuring activities, we have begun additional restructuring plans to achieve synergies after the Walden acquisition.
Business Acquisition and Integration Expense
Business acquisition and integration expense in the third quarter and first nine months of fiscal year 2022 was $5.9 million and $41.5 million, respectively, compared to $3.6 million and $28.2 million in the year-ago periods. These are transaction costs associated with acquiring Walden and costs associated with integrating Walden into Adtalem. We expect to incur additional integration costs through the remainder of fiscal year 2022 and into fiscal year 2023.
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Operating Income
The following tables present operating income by segment detailing the changes from the year-ago periods (in thousands):
Three Months Ended March 31, 2022 | |||||||||||||||
Chamberlain |
| Walden |
| Medical and |
| Home Office | Consolidated | ||||||||
Fiscal year 2021 as reported | $ | 36,107 | $ | — | $ | 14,977 | $ | (15,123) | $ | 35,961 | |||||
Organic change | 2,803 | — | 4,505 | 2,203 | 9,511 | ||||||||||
Effect of acquisitions excluding special items |
| — |
| 26,188 |
| — |
| — |
| 26,188 | |||||
Restructuring expense change | (1,931) | (2,225) | (4,569) | (576) | (9,301) | ||||||||||
Business acquisition and integration expense change | — | — | — | (2,278) | (2,278) | ||||||||||
Walden intangible amortization expense change | — | (26,817) | — | — | (26,817) | ||||||||||
Fiscal year 2022 as reported | $ | 36,979 | $ | (2,854) | $ | 14,913 | $ | (15,774) | $ | 33,264 | |||||
Nine Months Ended March 31, 2022 | |||||||||||||||
Chamberlain |
| Walden |
| Medical and |
| Home Office | Consolidated | ||||||||
Fiscal year 2021 as reported | $ | 98,758 | $ | — | $ | 56,626 | $ | (64,408) | $ | 90,976 | |||||
Organic change | (13,202) | — | (1,773) | 4,132 | (10,843) | ||||||||||
Effect of acquisitions excluding special items |
| — |
| 69,601 |
| — |
| — |
| 69,601 | |||||
Deferred revenue adjustment change | — | (8,561) | — | — | (8,561) | ||||||||||
CEO transition costs change | — | — | — | (6,195) | (6,195) | ||||||||||
Restructuring expense change | (2,266) | (4,016) | (4,757) | (661) | (11,700) | ||||||||||
Business acquisition and integration expense change | — | — | — | (13,376) | (13,376) | ||||||||||
Walden intangible amortization expense change | — | (73,967) | — | — | (73,967) | ||||||||||
Fiscal year 2022 as reported | $ | 83,290 | $ | (16,943) | $ | 50,096 | $ | (80,508) | $ | 35,935 | |||||
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The following table presents a reconciliation of operating income (GAAP) to operating income excluding special items (non-GAAP) by segment (in thousands):
Three Months Ended | Nine Months Ended | |||||||||||||||||
March 31, | March 31, | |||||||||||||||||
2022 | 2021 | Increase | 2022 | 2021 | Increase | |||||||||||||
Chamberlain: | ||||||||||||||||||
Operating income (GAAP) | $ | 36,979 | $ | 36,107 | 2.4 | % | $ | 83,290 | $ | 98,758 | (15.7) | % | ||||||
Restructuring expense | 1,931 | — | 2,266 | — | ||||||||||||||
Operating income excluding special items (non-GAAP) | $ | 38,910 | $ | 36,107 | 7.8 | % | $ | 85,556 | $ | 98,758 | (13.4) | % | ||||||
Walden: | ||||||||||||||||||
Operating loss (GAAP) | $ | (2,854) | $ | — | NM | $ | (16,943) | $ | — | NM | ||||||||
Deferred revenue adjustment | — | — | 8,561 | — | ||||||||||||||
Restructuring expense | 2,225 | — | 4,016 | — | ||||||||||||||
Walden intangible amortization expense | 26,817 | — | 73,967 | — | ||||||||||||||
Operating income excluding special items (non-GAAP) | $ | 26,188 | $ | — | NM | $ | 69,601 | $ | — | NM | ||||||||
Medical and Veterinary: | ||||||||||||||||||
Operating income (GAAP) | $ | 14,913 | $ | 14,977 | (0.4) | % | $ | 50,096 | $ | 56,626 | (11.5) | % | ||||||
Restructuring expense | 4,569 | — | 4,757 | — | ||||||||||||||
Operating income excluding special items (non-GAAP) | $ | 19,482 | $ | 14,977 | 30.1 | % | $ | 54,853 | $ | 56,626 | (3.1) | % | ||||||
Home Office and Other: | ||||||||||||||||||
Operating loss (GAAP) | $ | (15,774) | $ | (15,123) | (4.3) | % | $ | (80,508) | $ | (64,408) | (25.0) | % | ||||||
CEO transition costs | — | — | 6,195 | — | ||||||||||||||
Restructuring expense | 1,793 | 1,217 | 5,960 | 5,299 | ||||||||||||||
Business acquisition and integration expense | 5,924 | 3,646 | 41,537 | 28,161 | ||||||||||||||
Operating loss excluding special items (non-GAAP) | $ | (8,057) | $ | (10,260) | 21.5 | % | $ | (26,816) | $ | (30,948) | 13.4 | % | ||||||
Adtalem Global Education: | ||||||||||||||||||
Operating income (GAAP) | $ | 33,264 | $ | 35,961 | (7.5) | % | $ | 35,935 | $ | 90,976 | (60.5) | % | ||||||
Deferred revenue adjustment | — | — | 8,561 | — | ||||||||||||||
CEO transition costs | — | — | 6,195 | — | ||||||||||||||
Restructuring expense | 10,518 | 1,217 | 16,999 | 5,299 | ||||||||||||||
Business acquisition and integration expense | 5,924 | 3,646 | 41,537 | 28,161 | ||||||||||||||
Walden intangible amortization expense | 26,817 | — | 73,967 | — | ||||||||||||||
Operating income excluding special items (non-GAAP) | $ | 76,523 | $ | 40,824 | 87.4 | % | $ | 183,194 | $ | 124,436 | 47.2 | % | ||||||
Total consolidated operating income decreased 7.5%, or $2.7 million, to $33.3 million in the third quarter and decreased 60.5%, or $55.0 million, to $35.9 million in the first nine months of fiscal year 2022 compared to the year-ago periods. Excluding the effect of the Walden acquisition, total consolidated operating income increased $0.2 million and decreased $38.1 million in the third quarter and first nine months of fiscal year 2022, respectively, compared to the year-ago periods. The primary driver of the increase in the third quarter operating income was cost reduction efforts across all institutions and home office, partially offset by decreased revenue at Chamberlain, increased restructuring costs, and increased business acquisition and integration costs. The primary drivers of the operating income decrease in the first nine months of fiscal year 2022 were decreased revenue at Chamberlain, increased costs at Chamberlain and Medical and Veterinary for return to campus, increased marketing expense at Chamberlain and Medical and Veterinary, CEO transition costs, increased restructuring costs, and increased business acquisition and integration costs.
Consolidated operating income excluding special items increased 87.4%, or $35.7 million, in the third quarter and increased 47.2%, or $58.8 million, in the first nine months of fiscal year 2022 compared to the year-ago periods. The primary driver of the operating income excluding special items increases was the addition of operating income excluding special items from Walden.
Chamberlain
Chamberlain operating income increased 2.4%, or $0.9 million, to $37.0 million in the third quarter and decreased 15.7%, or $15.5 million, to $83.3 million in the first nine months of fiscal year 2022 compared to the year-ago periods. The primary driver of the increase in operating income in the third quarter of fiscal year 2022 was the result of cost
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reduction efforts. The primary drivers of the decrease in operating income in the first nine months of fiscal year 2022 was decreased revenue, increased costs for return to campus, and increased marketing expense.
Walden
Walden operating loss was $2.9 million in the third quarter and an operating loss of $16.9 million in the first nine months of fiscal year 2022, which were impacted by intangible amortization expense and the deferred revenue purchase accounting adjustments. Segment operating income excluding special items was $26.2 million and $69.6 million in the third quarter and first nine months of fiscal year 2022, respectively. There was no comparable operating income in the year-ago periods as Adtalem acquired Walden on August 12, 2021.
Medical and Veterinary
Medical and Veterinary operating income decreased 0.4%, or $0.1 million, to $14.9 million in the third quarter and decreased 11.5%, or $6.5 million, to $50.1 million in the first nine months of fiscal year 2022 compared to the year-ago periods. Segment operating income excluding special items increased 30.1%, or $4.5 million, in the third quarter and decreased 3.1%, or $1.8 million, in the first nine months of fiscal year 2022 compared to the year-ago periods. The increase in operating income in the third quarter of fiscal year 2022 was primarily driven by cost reduction efforts. The primary driver of the decrease in operating income in the first nine months of fiscal year 2022 was an increase in costs for return to campus.
Net Other Expense
Net other expense in the third quarter and first nine months of fiscal year 2022 was $35.5 million and $107.1 million, respectively, compared to $7.2 million and $10.8 million in the year-ago periods. The increase in net other expense was primarily the result of increased borrowings (as discussed in Note 13 “Debt” to the Consolidated Financial Statements) to finance the Walden acquisition and a write-off of debt discount and issuance costs related to prepayments of debt.
Benefit from (Provision for) Income Taxes
Our effective income tax rate (“ETR”) from continuing operations can differ from the 21% U.S. federal statutory rate due to several factors, including the rate of tax applied by state and local jurisdictions, the rate of tax applied to earnings outside the U.S., tax incentives, changes in valuation allowances, liabilities for uncertain tax positions, and tax benefits on stock-based compensation awards. Additionally, our ETR is impacted by the provisions from the Tax Cuts and Jobs Act of 2017 (the “Tax Act”), which primarily includes a tax on global intangible low-taxed income (“GILTI”), a deduction for foreign derived intangible income (“FDII”), and a limitation of tax benefits on certain executive compensation. The impact of the Tax Act may be revised in future periods as we obtain additional data and consider any new regulations or guidance that may be released.
Our income tax benefits from continuing operations were $8.1 million and $38.9 million in the three and nine months ended March 31, 2022, respectively, and our income tax expenses from continuing operations were $4.6 million and $12.4 million in the three and nine months ended March 31, 2021, respectively. The increase in the fiscal year 2022 income tax benefit is the result of the losses incurred in the three and nine months ended March 31, 2022 and a catch-up tax benefit recorded in the second and third quarters of fiscal year 2022 due to the change in the full year ETR after reflecting discontinued operations treatment for the Financial Services segment.
On March 11, 2021, the American Rescue Plan Act of 2021 (the “Rescue Act”) was enacted in response to the COVID-19 pandemic. The Rescue Act, among other things, expands the number of employees subject to the tax deductibility limitation of employee compensation in excess of $1 million for tax years beginning after December 31, 2026 and repeals the election for U.S. affiliated groups to allocate interest expense on a worldwide basis. Management does not expect that the other provisions of the Rescue Act would result in a material tax or cash detriment.
Discontinued Operations
Beginning in the second quarter of fiscal year 2022, ACAMS, Becker, OCL, and EduPristine operations were classified as discontinued operations. In addition, we continue to incur costs associated with ongoing litigation and settlements
54
related to the DeVry University divestiture, which was completed during fiscal year 2019, and are classified as expense within discontinued operations.
Net income from discontinued operations attributable to Adtalem was $344.0 million and $342.0 million in the third quarter and first nine months of fiscal year 2022, respectively, compared to $0.4 million and $0.1 million in the year-ago periods. On March 10, 2022, we completed the sale of ACAMS, Becker, and OCL, which resulted in an after-tax gain of $337.1 million in the third quarter and first nine months of fiscal year 2022.
Regulatory Environment
Student Payments
Adtalem’s primary source of liquidity is the cash received from payments for student tuition, books, other educational materials, and fees. These payments include funds originating as financial aid from various federal and state loan and grant programs, student and family educational loans (“private loans”), employer educational reimbursements, scholarships, and student and family financial resources. Adtalem continues to provide financing options for its students, including Adtalem’s credit extension programs.
The following table, which excludes ACAMS, Adtalem Brazil (divestiture completed during fiscal year 2020), Becker, EduPristine, and OCL revenue, summarizes Adtalem’s revenue by fund source as a percentage of total revenue for fiscal years 2021 and 2020.
Fiscal Year |
| ||||
2021 | 2020 |
| |||
Federal assistance (Title IV) program funding (grants and loans) |
| 72 | % | 71 | % |
State grants |
| 1 | % | 1 | % |
Private loans |
| 2 | % | 2 | % |
Student accounts, cash payments, private scholarships, employer and military provided tuition assistance, and other |
| 25 | % | 26 | % |
Total |
| 100 | % | 100 | % |
The pattern of cash receipts during the year is seasonal. Adtalem’s cash collections on accounts receivable peak at the start of each institution’s term. Accounts receivable reach their lowest level at the end of each institution’s term.
Financial Aid
Like other higher education companies, Adtalem is highly dependent upon the timely receipt of federal financial aid funds. All financial aid and assistance programs are subject to political and governmental budgetary considerations. In the U.S., the Higher Education Act (“HEA”) guides the federal government’s support of postsecondary education. If there are changes to financial aid programs that restrict student eligibility or reduce funding levels, Adtalem’s financial condition and cash flows could be materially and adversely affected. See Item 1A. “Risk Factors” in our 2021 Form 10-K for a discussion of student financial aid related risks.
In addition, government-funded financial assistance programs are governed by extensive and complex regulations in the U.S. Like any other educational institution, Adtalem’s administration of these programs is periodically reviewed by various regulatory agencies and is subject to audit or investigation by other governmental authorities. Any violation could be the basis for penalties or other disciplinary action, including initiation of a suspension, limitation, or termination proceeding.
If the U.S. Department of Education (“ED”) determines that we have failed to demonstrate either financial responsibility or administrative capability in any pending program review, or otherwise determines that an institution has violated the terms of its Program Participation Agreement (“PPA”), we could be subject to sanctions including: fines, penalties, reimbursement for discharged loan obligations, a requirement to post a letter of credit, and/or suspension or termination of our eligibility to participate in the Title IV programs.
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During the fourth quarter of fiscal year 2020 and the first quarter of fiscal year 2021, ED provisionally recertified AUC, RUSM, and RUSVM’s Title IV PPAs with expiration dates of December 31, 2022, March 31, 2023, and June 30, 2023, respectively. The provisional nature of the agreements stemmed from increased and/or repeated Title IV compliance audit findings. No financial ramifications, such as a letter of credit, heightened cash monitoring, or student enrollment limitations, were imposed on any of these institutions. While corrective actions have been taken to resolve past compliance matters and eliminate the incidence of repetition, if AUC, RUSM, or RUSVM fail to maintain administrative capability as defined by ED while under provisional status or otherwise fail to comply with ED requirements, the institution(s) could lose eligibility to participate in Title IV programs or have that eligibility adversely conditioned, which could have a material adverse effect on the businesses, financial condition, results of operations, and cash flows.
On October 13, 2016, DeVry University and ED reached a negotiated agreement (the “ED Settlement”) to settle the claims asserted in a Notice of Intent to Limit from the Multi-Regional and Foreign School Participation Division of the Federal Student Aid office of the Department of Education (“ED FSA”). Under the terms of the ED Settlement, among other things, without admitting wrongdoing, DeVry University agreed to certain compliance requirements regarding its past and future advertising, that DeVry University’s participation in Title IV programs was subject to provisional certification for five years and that DeVry University was required to post a letter of credit equal to the greater of 10% of DeVry University’s annual Title IV disbursements or $68.4 million for a five-year period. The posted letter of credit continued to be posted by Adtalem following the closing of the sale of DeVry University. This letter of credit expired during the second quarter of fiscal year 2022 and is no longer outstanding as of March 31, 2022.
Walden must apply periodically to ED for continued certification to participate in Title IV programs. Such recertification generally is required every six years, but may be required earlier, including when an institution undergoes a change in control. ED may place an institution on provisional certification status if it finds that the institution does not fully satisfy all of the eligibility and certification standards and in certain other circumstances, such as when an institution is certified for the first time or undergoes a change in control. During the period of provisional certification, the institution must comply with any additional conditions included in the institution’s program participation agreement. In addition, ED may more closely review an institution that is provisionally certified if it applies for recertification or approval to open a new location, add an educational program, acquire another institution or make any other significant change. Students attending provisionally certified institutions remain eligible to receive Title IV program funds. If ED determines that a provisionally certified institution is unable to meet its responsibilities under its program participation agreement, it may seek to revoke the institution’s certification to participate in Title IV programs without advance notice or opportunity for the institution to challenge the action. Walden University is currently on a temporary provisional program participation agreement which is required for participation in Title IV programs on a month-to-month basis. Walden’s provisional certification prior to the acquisition was due to Walden’s prior parent company (Laureate Education Inc.) failing composite score under ED’s financial responsibility standards and ED’s approval of Laureate’s initial public offering in February 2017, which it viewed as a change in control. As a result of Adtalem’s acquisition of Walden, the provisional nature of Walden’s program participation agreement remains in effect on a month-to-month basis while ED reviews the change in ownership application relating to the acquisition of Walden by Adtalem. Walden also is subject to a letter of credit and is subject to additional cash management requirements with respect to its disbursements of Title IV funds, as well as a restriction on changes to its educational programs, including a prohibition on the addition of new programs or locations that had not been approved by ED prior to the change in ownership during the period in which Walden participates under provisional certification (either as a result of the change in ownership or because of the continuation of the financial responsibility letter of credit). As of March 31, 2022, Adtalem maintains a letter of credit for $84.0 million in favor of ED, which allows Walden to participate in Title IV programs. This letter of credit, which was assumed in the Acquisition, reduces Adtalem’s borrowing capacity dollar-for-dollar under its Credit Facility (as defined in Note 13 “Debt” to the Consolidated Financial Statements).
An ED regulation known as the “90/10 Rule” affects only proprietary postsecondary institutions, such as Chamberlain, Walden, AUC, RUSM, and RUSVM. Under this regulation, an institution that derives more than 90% of its revenue on a cash basis from Title IV student financial assistance programs in two consecutive fiscal years loses eligibility to participate in these programs for at least two fiscal years. The Rescue Act enacted on March 11, 2021 amended the 90/10 rule to require that a proprietary institution derive no more than 90% of its revenue from federal education assistance funds, including but not limited to previously excluded U.S. Department of Veterans Affairs and military tuition assistance benefits. This change is subject to negotiated rulemaking, which began in January 2022. The amended rule will first apply to institutional fiscal years beginning on or after January 1, 2023. The following table details the percentage of revenue on
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a cash basis from federal financial assistance programs (excluding the U.S. Department of Veterans Affairs and military tuition assistance benefits) for each of Adtalem’s Title IV-eligible institutions for fiscal years 2021 and 2020.
Fiscal Year |
| ||||
2021 | 2020 |
| |||
Chamberlain University |
| 66 | % | 62 | % |
American University of the Caribbean School of Medicine |
| 80 | % | 81 | % |
Ross University School of Medicine |
| 85 | % | 85 | % |
Ross University School of Veterinary Medicine |
| 82 | % | 84 | % |
Fiscal year data for Walden is not available as they previously reported on a calendar year basis. As reported by Laureate Education, Inc. in their February 2021 Annual Report on Form 10-K, Walden derived approximately 76% of its revenues (calculated on a cash basis) from Title IV program funds for the year ended December 31, 2020.
In September 2016, Adtalem committed to voluntarily limit to 85% the amount of revenue that each of its Title IV-eligible institutions derive from federal funding, including the U.S. Department of Veterans Affairs and military tuition assistance benefits. As disclosed in the third party review reports that have been made publicly available, Adtalem’s institutions that were owned at each reporting date have met this lower threshold for each fiscal year since the commitment was made. Adtalem is committed to implementing measures to promote responsible recruitment and enrollment, successful student outcomes, and informed student choice. Management believes students deserve greater transparency to make informed choices about their education. This commitment builds upon a solid foundation and brings Adtalem to a new self-imposed level of public accountability and transparency.
A financial responsibility test is required for continued participation by an institution’s students in U.S. federal financial assistance programs. For Adtalem’s participating institutions, this test is calculated at the consolidated Adtalem level. The test is based upon a composite score of three ratios: an equity ratio that measures the institution’s capital resources; a primary reserve ratio that measures an institution’s ability to fund its operations from current resources; and a net income ratio that measures an institution’s ability to operate profitably. A minimum score of 1.5 is necessary to meet ED’s financial standards. Institutions with scores of less than 1.5 but greater than or equal to 1.0 are considered financially responsible, but require additional oversight. These institutions are subject to heightened cash monitoring and other participation requirements. An institution with a score of less than 1.0 is considered not financially responsible. However, an institution with a score of less than 1.0 may continue to participate in the Title IV programs under provisional certification. In addition, this lower score typically requires that the institution be subject to heightened cash monitoring requirements and post a letter of credit (equal to a minimum of 10% of the Title IV aid it received in the institution's most recent fiscal year).
For the past several years, Adtalem’s composite score has exceeded the required minimum of 1.5. Changes to the manner in which the composite score is calculated that were effective on July 1, 2020 has negatively affected Adtalem’s composite score for fiscal year 2021 and will continue to negatively affect future Adtalem scores. At this time, management does not believe these changes by themselves will result in the score falling below 1.5. However, as a result of the acquisition of Walden and the related transactions, Adtalem expects its consolidated composite score to fall below 1.5 for its fiscal year 2022 financial responsibility test. If Adtalem becomes unable to meet requisite financial responsibility standards within the regulations, management believes it will be able to otherwise demonstrate its ability to continue to provide educational services; however, our institutions will be subject to additional state regulatory approvals, heightened cash monitoring, or be required to post a letter of credit to continue to participate in federal and state financial assistance programs.
Liquidity and Capital Resources
Adtalem’s consolidated cash and cash equivalents balance of $788.7 million, $476.4 million, and $461.6 million as of March 31, 2022, June 30, 2021, and March 31, 2021, respectively, included cash and cash equivalents held at Adtalem’s international operations of $46.6 million, $111.7 million, and $70.9 million as of March 31, 2022, June 30, 2021, and March 31, 2021, respectively, which is available to Adtalem for general corporate purposes.
Under the terms of Adtalem institutions’ participation in financial aid programs, certain cash received from state governments and ED is maintained in restricted bank accounts. Adtalem receives these funds either after the financial aid authorization and disbursement process for the benefit of the student is completed, or just prior to that authorization. Once
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the authorization and disbursement process for a particular student is completed, the funds may be transferred to unrestricted accounts and become available for Adtalem to use in operations. This process generally occurs during the academic term for which such funds have been authorized. Cash in the amount of $1.3 million, $0.4 million, and $3.7 million was held in these restricted bank accounts as of March 31, 2022, June 30, 2021, and March 31, 2021, respectively. In addition, $818.6 million and $804.3 million was recorded within restricted cash on the Consolidated Balance Sheets as of June 30, 2021 and March 31, 2021, respectively, which represents cash held in an escrow account designated to fund the Acquisition and was not available to Adtalem for general corporate purposes (see Note 13 “Debt” to the Consolidated Financial Statements for additional information).
Cash Flow Summary
Operating Activities
The following table provides a summary of cash flows from operating activities (in thousands):
Nine Months Ended | ||||||
March 31, | ||||||
2022 | 2021 | |||||
(Loss) income from continuing operations | $ | (32,291) | $ | 67,765 | ||
Non-cash items |
| 221,025 |
| 79,655 | ||
Changes in assets and liabilities |
| (130,337) |
| (21,744) | ||
Net cash provided by operating activities-continuing operations | $ | 58,397 | $ | 125,676 | ||
Net cash provided by operating activities from continuing operations in the nine months ended March 31, 2022 was $58.4 million compared to $125.7 million in the year-ago period. The decrease was driven by increased interest payments and payments for business acquisition and integration expenses related to the Walden acquisition. The increase of $141.4 million in non-cash items between the nine months ended March 31, 2022 and the nine months ended March 31, 2021 was principally driven by increases in Walden intangible asset amortization, Walden depreciation, Walden bad debt expense, amortization and write-off of debt discount and issuance costs, and stock-based compensation expense related to the CEO transition. The decrease of $108.6 million in cash generated from changes in assets and liabilities was primarily due to changes in accounts receivable, prepaid assets, prepaid income taxes, accounts payable, accrued payroll and benefits, accrued liabilities, accrued interest, and deferred revenue.
Investing Activities
Capital expenditures in the first nine months of fiscal year 2022 and 2021 were $22.2 million and $28.6 million, respectively. The capital expenditures in fiscal year 2022 primarily consisted of spending for Chamberlain new campus development and improvements. Capital spending for the remainder of fiscal year 2022 will support continued investment for new campus development at Chamberlain, maintenance at the medical and veterinary schools, and Adtalem’s home office. Management anticipates full fiscal year 2022 capital spending to be in the $30 to $35 million range, including $22.2 million spent during the first nine months of fiscal year 2022. The source of funds for this capital spending will be from operations.
On March 10, 2022, Adtalem completed the sale of ACAMS, Becker, and OCL to Wendel Group and Colibri Group (“Purchaser”), pursuant to the Equity Purchase Agreement (“Purchase Agreement”) dated January 24, 2022. Adtalem received $962.7 million, net of cash of $21.5 million, in sale proceeds.
On August 12, 2021, Adtalem completed the acquisition of 100% of the equity interests of Walden for $1,488.1 million, net of cash and restricted cash of $83.4 million.
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Financing Activities
The following table provides a summary of cash flows from financing activities (in thousands):
Nine Months Ended | ||||||
March 31, | ||||||
2022 | 2021 | |||||
Repurchases of common stock for treasury | $ | (120,000) | $ | (81,568) | ||
Payment for purchase of equity forward contract | (30,000) | — | ||||
Net proceeds from long-term debt | 162,333 | 797,750 | ||||
Payment of debt discount and issuance costs | (49,553) | (18,047) | ||||
Payment for purchase of redeemable noncontrolling interest of subsidiary | (1,790) | — | ||||
Other |
| 6,106 |
| (3,095) | ||
Net cash (used in) provided by financing activities | $ | (32,904) | $ | 695,040 | ||
On November 8, 2018, we announced that the Board authorized Adtalem’s eleventh share repurchase program, which allowed Adtalem to repurchase up to $300.0 million of its common stock through December 31, 2021. The eleventh share repurchase program commenced in January 2019 and was completed in January 2021. On February 4, 2020, we announced that the Board authorized Adtalem’s twelfth share repurchase program, which allowed Adtalem to repurchase up to $300.0 million of its common stock through December 31, 2021. The twelfth share repurchase program commenced in January 2021 and expired on December 31, 2021. On March 1, 2022, we announced that the Board authorized Adtalem’s thirteenth share repurchase program, which allows Adtalem to repurchase up to $300.0 million of its common stock through February 25, 2025. We did not make any share repurchases under these programs during the nine months ended March 31, 2022. See Note 15 “Share Repurchases” to the Consolidated Financial Statements for additional information on our share repurchase programs.
On March 14, 2022, we entered into an ASR agreement to repurchase $150.0 million of common stock. We received an initial delivery of 4,709,576 shares of common stock representing approximately 80% of the total shares expected to be delivered at the time of executing the ASR based on the per share price on the day prior to the execution date. The final number of shares to be repurchased will be based on the average of the daily volume-weighted average price of Adtalem’s common stock during the term of the ASR agreement, less a discount and subject to adjustments pursuant to the terms of the ASR agreement. The final settlement of the ASR agreement is expected to be completed no later than during the second quarter of fiscal year 2023. At settlement, our counterparty may be required to deliver additional shares of common stock to us, or, under certain circumstances, we may be required to deliver shares of our common stock or may elect to make a cash payment to our counterparty.
On March 24, 2020, we executed a pay-fixed, receive-variable interest rate swap agreement (the “Swap”) with a multinational financial institution to mitigate risks associated with the variable interest rate on our Prior Term Loan B (as defined in Note 13 “Debt” to the Consolidated Financial Statements) debt. We paid interest at a fixed rate of 0.946% and received variable interest of one-month LIBOR (subject to a minimum of 0.00%), on a notional amount equal to the amount outstanding under the Prior Term Loan B. The effective date of the Swap was March 31, 2020 and settlements with the counterparty occurred on a monthly basis. The Swap was set to terminate on February 28, 2025. On July 29, 2021, prior to refinancing our Prior Credit Agreement (as discussed below), we settled and terminated the Swap for $4.5 million, which resulted in a charge to interest expense for this amount in the first nine months of fiscal year 2022. During the operating term of the Swap, the annual interest rate on the amount of the Prior Term Loan B was fixed at 3.946% (including the impact of the 3% interest rate margin on LIBOR loans) for the applicable interest rate period. The Swap was designated as a cash flow hedge and as such, changes in its fair value were recognized in accumulated other comprehensive loss on the Consolidated Balance Sheets and were reclassified into the Consolidated Statements of Income within interest expense in the periods in which the hedged transactions affected earnings.
As discussed in the previous section of this MDA titled “Walden University Acquisition,” on August 12, 2021, Adtalem acquired all of the issued and outstanding equity interest in Walden, in exchange for a purchase price of $1.5 billion in cash. On March 1, 2021, we issued $800.0 million aggregate principal amount of 5.50% Senior Secured Notes due 2028 (the “Notes”), which mature on March 1, 2028. On August 12, 2021, Adtalem replaced the Prior Credit Facility and Prior Credit Agreement (as defined in Note 13 “Debt” to the Consolidated Financial Statements) by entering into its
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new credit agreement (the “Credit Agreement”) that provides for (1) a $850.0 million senior secured term loan (“Term Loan B”) with a maturity date of August 12, 2028 and (2) a $400.0 million senior secured revolving loan facility (“Revolver”) with a maturity date of August 12, 2026. We refer to the Term Loan B and Revolver collectively as the “Credit Facility.” The proceeds of the Notes and the Term Loan B were used, among other things, to finance the Acquisition, refinance Adtalem’s Prior Credit Agreement, and pay fees and expenses related to the Acquisition. The Revolver will be used to finance ongoing working capital and for general corporate purposes. During the third quarter of fiscal year 2022, we made a prepayment of $396.7 million on the Term Loan B. With this prepayment, we are no longer required to make quarterly installment payments. As of March 31, 2022, the amount of debt outstanding under the Notes and Credit Facility was $1,253.3 million. See Note 13 “Debt” to the Consolidated Financial Statements for additional information on the Notes and our Credit Agreement.
On April 11, 2022, we repaid $373.3 million of Notes, which were outstanding on the Consolidated Balance Sheets as of March 31, 2022, at a price equal to 100% of the principal amount of the Notes.
Management currently projects that COVID-19 will continue to have an effect on operations and, as a result, liquidity, as discussed in the previous section of this MDA titled “Overview of the Impact of COVID-19”; however, we believe the current balances of cash, cash generated from operations, and our Credit Facility will be sufficient to fund both Adtalem’s current domestic and international operations and growth plans for the foreseeable future.
Material Cash Requirements
Long-Term Debt – We have issued $800.0 million of Notes and maintain a $853.3 million credit facility, which requires interest payments. With the prepayment noted above, we are no longer required to make quarterly principal installment payments. As of March 31, 2022, the amount of debt outstanding under the Notes and our Credit Facility was $1,253.3 million. See Note 13 “Debt” to the Consolidated Financial Statements for additional information on our Credit Agreement.
Operating Lease Obligations – We have operating lease obligations for the minimum payments required under various lease agreements which are recorded on the Consolidated Balance Sheets. In addition, we sublease certain space to third parties, which partially offsets the lease obligations at these facilities. See Note 11 “Leases” to the Consolidated Financial Statements for additional information on our lease agreements.
Seasonality
The seasonal pattern of Adtalem’s enrollments and its educational programs’ starting dates affect the results of operations and the timing of cash flows. Therefore, management believes that comparisons of its results of operations should primarily be made to the corresponding period in the preceding year. Comparisons of financial position should be made to both the end of the previous fiscal year and to the end of the corresponding quarterly period in the preceding year.
Critical Accounting Policies and Estimates
There have been no material changes in our critical accounting policies and estimates as disclosed in our 2021 Form 10-K.
Recent Accounting Pronouncements
For a discussion of recent accounting pronouncements, see Note 2 “Summary of Significant Accounting Policies” to the Consolidated Financial Statements.
Forward-Looking Statements
Certain statements in this Quarterly Report on Form 10-Q are forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements provide current expectations of future events based on certain assumptions and include any statement that does not directly relate to any historical or current fact, which includes statements regarding the future impact of the COVID-19 pandemic, and the efficacy and distribution of the vaccines, and the expected synergies from the recent Walden acquisition. Forward-looking statements can also be identified by words such as “future,” “believe,” “expect,” “anticipate,” “estimate,” “plan,” “intend,” “may,” “will,”
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“would,” “could,” “can,” “continue,” “preliminary,” “range,” and similar terms. These forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those described in the statements. These risks and uncertainties include the risk factors described in Item 1A. “Risk Factors” of our 2021 Form 10-K and this Quarterly Report on Form 10-Q, which should be read in conjunction with the forward-looking statements in this Quarterly Report on Form 10-Q. These forward-looking statements are based on information available to us as of the date any such statements are made, and we do not undertake any obligation to update any forward-looking statement, except as required by law.
Non-GAAP Financial Measures and Reconciliations
We believe that certain non-GAAP financial measures provide investors with useful supplemental information regarding the underlying business trends and performance of Adtalem’s ongoing operations and are useful for period-over-period comparisons. We use these supplemental non-GAAP financial measures internally in our assessment of performance and budgeting process. However, these non-GAAP financial measures should not be considered as a substitute for, or superior to, measures of financial performance prepared in accordance with GAAP. The following are non-GAAP financial measures used in this Quarterly Report on Form 10-Q:
Net income from continuing operations excluding special items (most comparable GAAP measure: net income attributable to Adtalem) – Measure of Adtalem’s net income attributable to Adtalem adjusted for deferred revenue adjustment, CEO transition costs, restructuring expense, business acquisition and integration expense, Walden intangible amortization expense, pre-acquisition interest expense and write-off of debt discount and issuance costs, and net income from discontinued operations attributable to Adtalem.
Earnings per share from continuing operations excluding special items (most comparable GAAP measure: earnings per share) – Measure of Adtalem’s diluted earnings per share adjusted for deferred revenue adjustment, CEO transition costs, restructuring expense, business acquisition and integration expense, Walden intangible amortization expense, pre-acquisition interest expense and write-off of debt discount and issuance costs, and net income from discontinued operations attributable to Adtalem.
Operating income excluding special items (most comparable GAAP measure: operating income) – Measure of Adtalem’s operating income adjusted for deferred revenue adjustment, CEO transition costs, restructuring expense, business acquisition and integration expense, and Walden intangible amortization expense. This measure is applied on a consolidated and segment basis, depending on the context of the discussion.
A description of special items in our non-GAAP financial measures described above are as follows:
| ● | Deferred revenue adjustment related to a revenue purchase accounting adjustment to record Walden’s deferred revenue at fair value. |
| ● | CEO transition costs related to acceleration of stock-based compensation expense. |
| ● | Restructuring expense primarily related to plans to achieve synergies with the Walden acquisition and real estate consolidations at Medical and Veterinary and Adtalem’s home office. |
| ● | Business acquisition and integration expense include expenses related to the Walden acquisition. |
| ● | Walden intangible amortization expense on acquired intangible assets. |
| ● | Pre-acquisition interest expense and write-off of debt discount and issuance costs related to financing arrangements in connection with the Walden acquisition and prepayment of debt. |
| ● | Net income from discontinued operations attributable to Adtalem includes the operations of ACAMS, Becker, OCL, including the after-tax gain on the sale of these businesses, and EduPristine operations, in addition to costs related to DeVry University. |
The following tables provide a reconciliation from the most directly comparable GAAP measure to these non-GAAP financial measures. The operating income reconciliation is included in the results of operations section within this MDA.
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Net income attributable to Adtalem reconciliation to net income from continuing operations excluding special items (in thousands):
Three Months Ended | Nine Months Ended | ||||||||||||
March 31, | March 31, | ||||||||||||
2022 | 2021 | 2022 | 2021 | ||||||||||
Net income attributable to Adtalem (GAAP) | $ | 349,842 | $ | 24,652 | $ | 309,691 | $ | 67,897 | |||||
Deferred revenue adjustment | — | — | 8,561 | — | |||||||||
CEO transition costs | — | — | 6,195 | — | |||||||||
Restructuring expense | 10,518 | 1,217 | 16,999 | 5,299 | |||||||||
Business acquisition and integration expense | 5,924 | 3,646 | 41,537 | 28,161 | |||||||||
Walden intangible amortization expense | 26,817 | — | 73,967 | — | |||||||||
Pre-acquisition interest expense and write-off of debt discount and issuance costs | 12,471 | 4,951 | 44,105 | 4,996 | |||||||||
Income tax impact on non-GAAP adjustments (1) | (18,769) | (3,365) | (60,871) | (10,972) | |||||||||
Net income from discontinued operations attributable to Adtalem | (343,985) | (414) | (341,982) | (132) | |||||||||
Net income from continuing operations excluding special items (non-GAAP) | $ | 42,818 | $ | 30,687 | $ | 98,202 | $ | 95,249 | |||||
| (1) | Represents the income tax impact of non-GAAP continuing operations adjustments that is recognized in our GAAP financial statements. |
Earnings per share reconciliation to earnings per share from continuing operations excluding special items (shares in thousands):
Three Months Ended | Nine Months Ended | ||||||||||||
March 31, | March 31, | ||||||||||||
2022 | 2021 | 2022 | 2021 | ||||||||||
Earnings per share, diluted (GAAP) | $ | 7.09 | $ | 0.48 | $ | 6.26 | $ | 1.30 | |||||
Effect on diluted earnings per share: | |||||||||||||
Deferred revenue adjustment | - | - | 0.17 | - | |||||||||
CEO transition costs | - | - | 0.12 | - | |||||||||
Restructuring expense | 0.21 | 0.02 | 0.34 | 0.10 | |||||||||
Business acquisition and integration expense | 0.12 | 0.07 | 0.83 | 0.54 | |||||||||
Walden intangible amortization expense | 0.54 | - | 1.48 | - | |||||||||
Pre-acquisition interest expense and write-off of debt discount and issuance costs | 0.25 | 0.10 | 0.88 | 0.10 | |||||||||
Income tax impact on non-GAAP adjustments (1) | (0.38) | (0.07) | (1.22) | (0.21) | |||||||||
Net income from discontinued operations attributable to Adtalem | (6.97) | (0.01) | (6.91) | (0.00) | |||||||||
Earnings per share from continuing operations excluding special items, diluted (non-GAAP) | $ | 0.87 | $ | 0.60 | $ | 1.97 | $ | 1.83 | |||||
Diluted shares used in non-GAAP EPS calculation | 49,377 | 51,111 | 49,872 | 52,101 | |||||||||
| (1) | Represents the income tax impact of non-GAAP continuing operations adjustments that is recognized in our GAAP financial statements. |
Item 3. Quantitative and Qualitative Disclosures About Market Risk
The interest rate on Adtalem’s Term Loan B is based upon LIBOR for eurocurrency rate loans or an alternative base rate for periods typically ranging from one to three months. As of March 31, 2022, Adtalem had $453.3 million in outstanding borrowings under the Term Loan B with an interest rate of 5.25%. Based upon borrowings of $453.3 million, a 100 basis point increase in short-term interest rates would result in $3.2 million of additional annual interest expense.
Interest on our Credit Facility is set based on LIBOR, which is based on observable market transactions. The U.K. Financial Conduct Authority, which regulates LIBOR, has announced that no new contracts referencing LIBOR are
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allowed. In addition, publication of one-week and two-month LIBOR rates ceased on December 31, 2021; however, all other LIBOR tenors will be published through June 30, 2023. Various parties, including government agencies, are seeking to identify an alternative rate to replace LIBOR. Management is monitoring their efforts. The Credit Agreement provides guidance surrounding the implementation of a replacement benchmark rate, however the specific replacement benchmark rate has not been identified.
There have been no other material changes in Adtalem’s market risk exposure during the first nine months of fiscal year 2022. For a discussion of Adtalem’s exposure to market risk, refer to Item 7A. “Quantitative and Qualitative Disclosures About Market Risk” contained in Adtalem’s Annual Report on Form 10-K for the fiscal year ended June 30, 2021.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Based on an evaluation under the supervision and with the participation of Adtalem’s management, Adtalem’s Chief Executive Officer and Chief Financial Officer have concluded that Adtalem’s disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act were effective as of March 31, 2022 to ensure that information required to be disclosed by Adtalem in reports that it files or submits under the Exchange Act is (i) recorded, processed, summarized, and reported within the time periods specified in the SEC rules and forms and (ii) accumulated and communicated to Adtalem’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
Changes in Internal Control Over Financial Reporting
During the first nine months of fiscal year 2022, Adtalem completed its acquisition of Walden on August 12, 2021 (the “Acquired Company”). See Note 3 “Acquisitions” to the Consolidated Financial Statements included in Part I. Item 1. of this Quarterly Report on Form 10-Q for a discussion of the acquisition and related financial data. Adtalem is currently in the process of integrating the Acquired Company’s internal controls over financial reporting. Except for the inclusion of the Acquired Company, there has been no change in our internal control over financial reporting that occurred during the third quarter of fiscal year 2022 that has materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Part II. Other Information
Item 1. Legal Proceedings
For information regarding legal proceedings, see Note 19 “Commitments and Contingencies” to the Consolidated Financial Statements included in Item 1. “Financial Statements.”
Item 1A. Risk Factors
In addition to the other information set forth in this report, the factors discussed in Item 1A. “Risk Factors” in Adtalem’s Annual Report on Form 10-K for the fiscal year ended June 30, 2021, which could materially affect Adtalem’s business, financial condition, or future results, should be carefully considered. Such risks are not the only risks facing Adtalem. Additional risks and uncertainties not currently known to Adtalem or that management currently deems to be immaterial also may materially adversely affect its business, financial condition, and/or operating results. There have been no material changes to Adtalem’s risk factors since its Annual Report on Form 10-K for the fiscal year ended June 30, 2021.
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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Issuer Purchases of Equity Securities
Period | Total Number of Shares Purchased | Average Price Paid per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1) | Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (1) | ||||||
January 1, 2022 - January 31, 2022 | — | $ | — | — | $ | — | ||||
February 1, 2022 - February 28, 2022 | — | — | — | — | ||||||
March 1, 2022 - March 31, 2022 | 4,709,576 | 25.48 | 4,709,576 | 300,000,000 | ||||||
Total | 4,709,576 | $ | 25.48 | 4,709,576 | $ | 300,000,000 | ||||
(1) | On November 8, 2018, we announced that the Board of Directors of Adtalem (the “Board”) authorized the eleventh share repurchase program, which allowed Adtalem to repurchase up to $300.0 million of its common stock through December 31, 2021. The eleventh share repurchase program commenced in January 2019 and was completed in January 2021. On February 4, 2020, we announced that the Board authorized Adtalem’s twelfth share repurchase program, which allowed Adtalem to repurchase up to $300.0 million of its common stock through December 31, 2021. The twelfth share repurchase program commenced in January 2021 and expired on December 31, 2021. On March 1, 2022, we announced that the Board authorized Adtalem’s thirteenth share repurchase program, which allows Adtalem to repurchase up to $300.0 million of its common stock through February 25, 2025. The timing and amount of any future repurchases will be determined based on an evaluation of market conditions and other factors. On March 14, 2022, we entered into an accelerated share repurchase (“ASR”) agreement to repurchase $150.0 million of common stock under which 4,709,576 were initially delivered. See Note 15 “Share Repurchases” to the Consolidated Financial Statements for additional information on our share repurchase programs, including the ASR agreement. |
Other Purchases of Equity Securities
Period | Total Number of Shares Purchased (1) | Average Price Paid per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs | |||||
January 1, 2022 - January 31, 2022 | — | $ | — | NA | NA | ||||
February 1, 2022 - February 28, 2022 | 1,909 | 23.76 | NA | NA | |||||
March 1, 2022 - March 31, 2022 | 6,819 | 24.01 | NA | NA | |||||
Total | 8,728 | $ | 23.96 | NA | NA | ||||
(1) | Represents shares delivered back to Adtalem for payment of withholding taxes from employees for vesting restricted stock units and shares swapped for payment on exercise of incentive stock options pursuant to the terms of Adtalem’s stock incentive plans. |
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
None.
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Item 6. Exhibits
2.1 | ||
2.2 | ||
10.1 | ||
31.1 | ||
31.2 | ||
32 | ||
101.INS | Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | |
101.SCH | Inline XBRL Taxonomy Extension Schema Document | |
101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | |
101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
* Furnished herewith.
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SIGNATURE
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 thereunto duly authorized.
Adtalem Global Education Inc. | ||
Date: May 5, 2022 | By: | /s/ Robert J. Phelan |
Robert J. Phelan | ||
Senior Vice President and Chief Financial Officer | ||
(Principal Financial Officer) | ||
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