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Last10K.com | 8-K Material Event Thu Feb 02 2023
Exhibit 99.1
![]() |
News Release
Investor Contact
Chandrika Nigam
Chandrika.Nigam@Adtalem.com
312-681-3209
|
Media Contact
Rosalind D’Eugenio
Rosalind.Deugenio@adtalem.com
312-906-6600
|
Adtalem Global Education Announces Fiscal Second Quarter 2023 Results
Ongoing margin expansion supported by solid operational execution
CHICAGO – Feb. 2, 2023 – Adtalem Global Education Inc. (NYSE: ATGE), a national leader in post-secondary education and a leading provider of professional talent to the healthcare industry, today reported academic, operating and
financial results for its second quarter fiscal 2023 ended Dec. 31, 2022.
“During the second quarter, we maintained our commitment to disciplined operational execution and enhanced student outcomes, which delivered solid results.
Our ability to maximize operational effectiveness across our institutions, coupled with the implementation of a number of transformational initiatives, gives us confidence that we remain on track to deliver on our full year expectations,” said
Steve Beard, president and CEO of Adtalem Global Education.
Beard continued, “Our teams have done an impressive job building the foundation to advance Adtalem’s leading position in healthcare education, supporting
an expanding margin profile while positioning us for sustainable, long-term growth. Heading into the latter half of fiscal 2023, we remain optimistic that the demand environment will see modest improvement. Our strategic investments and enhanced
operational effectiveness leave us well prepared to maximize the benefit of an improved macro dynamic for the benefit of all our stakeholders.”
Financial Highlights
Selected financial data for the three months ended Dec. 31, 2022:
•
|
Revenue of $363.3 million decreased 2.1% compared with the prior year
|
•
|
Diluted earnings per share increased to $0.52 from $0.36 in the prior year; adjusted earnings per share increased to $1.17 or by 56.0%, compared with $0.75 in the prior year
|
•
|
Operating income was $46.0 million, compared with $24.7 million in the prior year; adjusted operating income was $79.5 million, an increase of 13.2% compared with the prior year. Operating margin was
12.7% and adjusted operating margin increased to 21.9% from 18.9%
|
•
|
Net income was $24.1 million, compared with $17.9 million in the prior year; adjusted net income was $54.2 million, an increase of 43.4% compared with the prior year
|
•
|
Adjusted EBITDA was $92.1 million, an increase of 7.0% compared with the prior year; adjusted EBITDA margin expanded by 220 basis points to 25.4% from 23.2%
|
•
|
Gross debt was reduced by $50 million, representing a 6.6% decrease from the prior quarter end gross debt balance
|
Selected financial data for the six months ended Dec. 31, 2022:
•
|
Revenue of $717.9 million increased 8.7% compared with the prior year primarily due to the timing of the acquisition of Walden
|
•
|
Diluted earnings per share was $0.57 compared with diluted loss per share of $0.81 in the prior year; adjusted earnings per share increased to $2.06 or by 87.3%, compared with $1.10 in the prior year
|
•
|
Operating income was $69.1 million, compared with $2.7 million in the prior year; adjusted operating income was $144.6 million, an increase of 35.6% compared with the prior year. Operating margin was
9.6% and adjusted operating margin increased to 20.1% from 16.2%
|
•
|
Net income was $26.3 million compared with a net loss of $40.2 million in the prior year, adjusted net income was $95.2 million, an increase of 71.9% compared with the prior year
|
•
|
Adjusted EBITDA was $174.2 million, an increase of 27.6%, compared with the prior year; adjusted EBITDA margin expanded by 360 basis points to 24.3% compared with 20.7% in the prior year
|
Business Highlights
•
|
Chamberlain University launched
a home health specialty initiative with $1.2 million grant from American Nurses Foundation awarded to Chamberlain in May for its Practice Ready Specialty FocusedTM model to address the dire need of
healthcare professionals in continuing care and home health.
|
•
|
Walden University, a pioneer
in flexible learning, launched the Believe and Achieve ScholarshipTM in line with its mission to empower students throughout their educational journey, paving a way for them to effect change in
their careers and the communities they serve.
|
•
|
Adtalem was named one of
America’s Most Responsible Companies 2023 by Newsweek magazine and Statista Inc. Statista is the world-leading statistics portal and industry ranking provider. Adtalem was selected based on key
performance indicators derived from corporate social responsibility reports, as well as an independent survey of U.S. residents.
|
•
|
Michael Malafronte was
elected as Chairman of Adtalem's board of directors. Having previously served as an independent director since 2016, Malafronte will lead the board’s oversight of Adtalem’s vision and strategy.
|
•
|
Blake Simpson was appointed
as Senior Vice President and Chief Communications Officer. In this newly created role, Simpson is responsible for the development and implementation of Adtalem’s enterprise brand and communications
strategy, including investor, government, and media relations, as well as sustainability.
|
Segment Highlights
Chamberlain
Revenue in the second quarter increased to $141.4 million from $139.1 million in the prior year, and segment operating income increased 30.5% to
$33.2 million primarily due to continued benefit from value capture initiatives and lower labor costs. Adjusted EBITDA increased to $37.7 million or by 17.2% compared with the prior year.
Total student enrollment decreased 0.8% compared with the prior year, primarily attributable to growth in pre-licensure nursing programs offset by
declines in post-licensure nursing programs.
Walden
Revenue in the second quarter decreased to $131.9 million from $140.6 million in the prior year. Segment operating income increased to $12.8
million. Adjusted segment operating income decreased by 10.5% to $29.0 million compared with the prior year, due to lower revenue, partially offset by lower expenses. Adjusted EBITDA decreased to $31.6 million or by 11.5% compared with the
prior year.
Total student enrollment decreased 7.8% compared with the prior year, which was primarily attributable to headwinds faced by post-licensure nursing
programs.
Medical and Veterinary
Revenue in the second quarter decreased to $90.0 million from $91.5 million in the prior year. Segment operating income increased 17.5% to $22.9
million compared with the prior year due to continued benefit from cost discipline initiatives. Adjusted EBITDA increased to $26.3 million or by 8.0% compared with the prior year.
Adtalem Outlook
Adtalem reaffirmed its guidance of fiscal year 2023 revenue to be within the range of $1,380 million and $1,450 million, and adjusted earnings per
share to be within the range of $3.95 to $4.20.
Conference Call and Webcast Information
Adtalem will hold a conference call to discuss its fiscal 2023 second quarter on Thursday, Feb. 2, 2023, at 4 p.m. CST (5 p.m. EST). The conference
call will be led by Steve Beard, president and chief executive officer, and Bob Phelan, senior vice president and chief financial officer. For those participating by telephone, dial 877-407-6184 (United States) or +1 201-389-0877 (outside
the United States) and request the “Adtalem Call” or use conference ID: 13734624. Adtalem will also broadcast the conference call live on the web at:
https://event.choruscall.com/mediaframe/webcast.html?webcastid=N0txs9lD.
Please access the website at least 15 minutes prior to the start of the call to register, download and install any necessary audio software.
Adtalem will archive a replay of the call until March 3, 2023. To access the replay, dial 877-660-6853 (United States) or +1 201-612-7415
(outside the United States), conference ID: 13734624, or visit the Adtalem website at: https://investors.adtalem.com/overview/default.aspx.
About Adtalem Global Education
Adtalem Global Education (NYSE: ATGE) is a national leader in post-secondary education and leading provider of professional talent to the
healthcare industry. With a dedicated focus on driving strong outcomes that increase workforce preparedness, Adtalem empowers a diverse learner population to achieve their goals and make inspiring contributions to their communities.
Adtalem is the parent organization of American University of the Caribbean School of Medicine, Chamberlain University, Ross University School of Medicine, Ross University School of Veterinary Medicine and Walden University. Adtalem’s
family of institutions has more than 300,000 alumni and 10,000 employees. Adtalem was named one of America’s Most Responsible Companies in 2021 and 2023 by Newsweek and Statista, and one of America’s Best Employers for Diversity in 2021
and 2022 by Forbes and Statista. Visit Adtalem.com for more information and follow on Twitter and LinkedIn.
Forward-Looking Statements
Certain statements contained in this release are forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995.
Forward-looking statements provide current expectations of future events based on certain assumptions and include any statement that does not directly relate to any historical or current fact, which includes statements regarding the
future impacts of the COVID-19 pandemic, and the expected synergies from the Walden acquisition. Forward-looking statements can also be identified by words such as “future,” “believe,” “expect,” “anticipate,” “estimate,” “plan,” “intend,”
“may,” “will,” “would,” “could,” “can,” “continue,” “preliminary,” “range,” and similar terms. These forward-looking statements are subject to risk and uncertainties that could cause actual results to differ materially from those
described in the statements. These risk and uncertainties include the risk factors described in Item 1A. “Risk Factors” of our most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission (SEC) and our other
filings with the SEC. These forward-looking statements are based on information available to us as of the date any such statements are made, and we do not undertake any obligation to update any forward-looking statement, except as
required by law.
Q2 2023
|
Q2 2022
|
% Change
|
||
Adtalem Global Education Student Enrollments
|
||||
Total students(1)
|
76,980
|
80,255
|
-4.1
|
%
|
Chamberlain University
|
||||
Total students
|
33,390
|
33,648
|
-0.8
|
%
|
Walden University(3)
|
||||
Walden University
|
||||
Total students
|
37,956
|
41,158
|
-7.8
|
%
|
Walden University(3)
|
||||
Medical & Veterinary(2)
|
||||
Total students
|
5,634
|
5,449
|
3.4
|
%
|
(1)
|
Represents total students attending sessions during each institution’s most recent enrollment period in Q2 FY 2023 and Q2 FY 2022
|
(2)
|
Medical and Veterinary segment does not have an intake period during the fiscal second quarter
|
Adtalem Global Education Inc.
Consolidated Balance Sheets
(unaudited)
(in thousands, except par value)
December 31,
|
June 30,
|
December 31,
|
||||||||||
2022
|
2022
|
2021
|
||||||||||
Assets:
|
||||||||||||
Current assets:
|
||||||||||||
Cash and cash equivalents
|
$
|
207,776
|
$
|
346,973
|
$
|
275,420
|
||||||
Restricted cash
|
2,234
|
964
|
1,224
|
|||||||||
Accounts receivable, net
|
99,542
|
81,635
|
92,744
|
|||||||||
Prepaid expenses and other current assets
|
113,564
|
126,467
|
166,722
|
|||||||||
Current assets held for sale
|
—
|
—
|
74,397
|
|||||||||
Total current assets
|
423,116
|
556,039
|
610,507
|
|||||||||
Noncurrent assets:
|
||||||||||||
Property and equipment, net
|
275,617
|
289,926
|
301,666
|
|||||||||
Operating lease assets
|
175,097
|
177,995
|
155,356
|
|||||||||
Deferred income taxes
|
52,460
|
51,093
|
61,536
|
|||||||||
Intangible assets, net
|
838,873
|
873,577
|
923,701
|
|||||||||
Goodwill
|
961,262
|
961,262
|
960,058
|
|||||||||
Other assets, net
|
116,613
|
119,283
|
117,621
|
|||||||||
Noncurrent assets held for sale
|
—
|
—
|
529,328
|
|||||||||
Total noncurrent assets
|
2,419,922
|
2,473,136
|
3,049,266
|
|||||||||
Total assets
|
$
|
2,843,038
|
$
|
3,029,175
|
$
|
3,659,773
|
||||||
Liabilities and shareholders' equity:
|
||||||||||||
Current liabilities:
|
||||||||||||
Accounts payable
|
$
|
71,189
|
$
|
57,140
|
$
|
65,422
|
||||||
Accrued payroll and benefits
|
42,465
|
66,642
|
52,086
|
|||||||||
Accrued liabilities
|
93,705
|
98,124
|
134,585
|
|||||||||
Deferred revenue
|
115,658
|
144,840
|
124,347
|
|||||||||
Current operating lease liabilities
|
48,445
|
50,781
|
54,845
|
|||||||||
Current portion of long-term debt
|
—
|
—
|
8,500
|
|||||||||
Current liabilities held for sale
|
—
|
—
|
57,690
|
|||||||||
Total current liabilities
|
371,462
|
417,527
|
497,475
|
|||||||||
Noncurrent liabilities:
|
||||||||||||
Long-term debt
|
693,781
|
838,908
|
1,599,538
|
|||||||||
Long-term operating lease liabilities
|
166,496
|
177,045
|
155,827
|
|||||||||
Deferred income taxes
|
26,676
|
25,554
|
27,127
|
|||||||||
Other liabilities
|
61,901
|
65,074
|
58,040
|
|||||||||
Noncurrent liabilities held for sale
|
—
|
—
|
32,086
|
|||||||||
Total noncurrent liabilities
|
948,854
|
1,106,581
|
1,872,618
|
|||||||||
Total liabilities
|
1,320,316
|
1,524,108
|
2,370,093
|
|||||||||
Commitments and contingencies
|
||||||||||||
Redeemable noncontrolling interest
|
—
|
—
|
1,790
|
|||||||||
Shareholders' equity:
|
||||||||||||
Common stock, $0.01 par value per share, 200,000 shares authorized; 45,443, 45,177, and
49,797 shares outstanding as of December 31, 2022, June 30, 2022, and December 31, 2021,
respectively
|
822
|
818
|
817
|
|||||||||
Additional paid-in capital
|
561,376
|
521,848
|
542,296
|
|||||||||
Retained earnings
|
2,349,146
|
2,322,810
|
1,964,954
|
|||||||||
Accumulated other comprehensive loss
|
(2,227
|
)
|
(960
|
)
|
(634
|
)
|
||||||
Treasury stock, at cost, 36,713, 36,619, and 31,908 shares as of December 31, 2022, June 30,
2022, and December 31, 2021, respectively
|
(1,386,395
|
)
|
(1,339,449
|
)
|
(1,219,543
|
)
|
||||||
Total shareholders' equity
|
1,522,722
|
1,505,067
|
1,287,890
|
|||||||||
Total liabilities and shareholders' equity
|
$
|
2,843,038
|
$
|
3,029,175
|
$
|
3,659,773
|
Adtalem Global Education Inc.
Consolidated Statements of Income (Loss)
(unaudited)
(in thousands, except per share data)
Three Months Ended
|
Six Months Ended
|
|||||||||||||||
December 31,
|
December 31,
|
|||||||||||||||
2022
|
2021
|
2022
|
2021
|
|||||||||||||
Revenue
|
$
|
363,302
|
$
|
371,198
|
$
|
717,861
|
$
|
660,268
|
||||||||
Operating cost and expense:
|
||||||||||||||||
Cost of educational services
|
159,303
|
180,420
|
318,948
|
332,470
|
||||||||||||
Student services and administrative expense
|
140,668
|
153,597
|
289,009
|
283,033
|
||||||||||||
Restructuring expense
|
1,363
|
3,387
|
16,428
|
6,481
|
||||||||||||
Business acquisition and integration expense
|
15,941
|
9,060
|
24,356
|
35,613
|
||||||||||||
Total operating cost and expense
|
317,275
|
346,464
|
648,741
|
657,597
|
||||||||||||
Operating income
|
46,027
|
24,734
|
69,120
|
2,671
|
||||||||||||
Interest expense
|
(15,589
|
)
|
(25,929
|
)
|
(33,349
|
)
|
(73,322
|
)
|
||||||||
Other (expense) income, net
|
(2,574
|
)
|
861
|
(1,007
|
)
|
1,739
|
||||||||||
Income (loss) from continuing operations before income taxes
|
27,864
|
(334
|
)
|
34,764
|
(68,912
|
)
|
||||||||||
(Provision for) benefit from income taxes
|
(4,247
|
)
|
39,368
|
(5,301
|
)
|
30,764
|
||||||||||
Income (loss) from continuing operations
|
23,617
|
39,034
|
29,463
|
(38,148
|
)
|
|||||||||||
Discontinued operations:
|
||||||||||||||||
Income (loss) from discontinued operations before income taxes
|
524
|
4,159
|
(2,914
|
)
|
(1,891
|
)
|
||||||||||
Gain (loss) on disposal of discontinued operations before income taxes
|
185
|
—
|
(3,174
|
)
|
—
|
|||||||||||
(Provision for) benefit from income taxes
|
(182
|
)
|
(25,340
|
)
|
2,961
|
(112
|
)
|
|||||||||
Income (loss) from discontinued operations
|
527
|
(21,181
|
)
|
(3,127
|
)
|
(2,003
|
)
|
|||||||||
Net income (loss)
|
$
|
24,144
|
$
|
17,853
|
$
|
26,336
|
$
|
(40,151
|
)
|
|||||||
Earnings (loss) per share:
|
||||||||||||||||
Basic:
|
||||||||||||||||
Continuing operations
|
$
|
0.52
|
$
|
0.78
|
$
|
0.65
|
$
|
(0.77
|
)
|
|||||||
Discontinued operations
|
$
|
0.01
|
$
|
(0.43
|
)
|
$
|
(0.07
|
)
|
$
|
(0.04
|
)
|
|||||
Total basic earnings (loss) per share
|
$
|
0.53
|
$
|
0.36
|
$
|
0.58
|
$
|
(0.81
|
)
|
|||||||
Diluted:
|
||||||||||||||||
Continuing operations
|
$
|
0.51
|
$
|
0.78
|
$
|
0.64
|
$
|
(0.77
|
)
|
|||||||
Discontinued operations
|
$
|
0.01
|
$
|
(0.42
|
)
|
$
|
(0.07
|
)
|
$
|
(0.04
|
)
|
|||||
Total diluted earnings (loss) per share
|
$
|
0.52
|
$
|
0.36
|
$
|
0.57
|
$
|
(0.81
|
)
|
|||||||
Weighted-average shares outstanding:
|
||||||||||||||||
Basic shares
|
45,425
|
49,776
|
45,350
|
49,719
|
||||||||||||
Diluted shares
|
46,121
|
50,237
|
46,232
|
49,719
|
Adtalem Global Education Inc.
Consolidated Statements of Cash Flows
(unaudited)
(unaudited)
(in thousands)
Six Months Ended
|
||||||||
December 31,
|
||||||||
2022
|
2021
|
|||||||
Operating activities:
|
||||||||
Net income (loss)
|
$
|
26,336
|
$
|
(40,151
|
)
|
|||
Loss from discontinued operations
|
3,127
|
2,003
|
||||||
Income (loss) from continuing operations
|
29,463
|
(38,148
|
)
|
|||||
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
|
||||||||
Stock-based compensation expense
|
8,113
|
13,931
|
||||||
Amortization and impairments to operating lease assets
|
28,612
|
24,421
|
||||||
Depreciation
|
21,461
|
22,130
|
||||||
Amortization of intangible assets
|
34,704
|
47,150
|
||||||
Amortization and write-off of debt discount and issuance costs
|
6,819
|
19,985
|
||||||
Provision for bad debts
|
14,275
|
12,577
|
||||||
Deferred income taxes
|
(245
|
)
|
(9,331
|
)
|
||||
Loss on disposals, accelerated depreciation, and impairments to property and equipment
|
3,483
|
266
|
||||||
Gain on extinguishment of debt
|
(71
|
)
|
—
|
|||||
Loss on investment
|
5,000
|
—
|
||||||
Changes in assets and liabilities:
|
||||||||
Accounts receivable
|
(25,045
|
)
|
(33,765
|
)
|
||||
Prepaid expenses and other current assets
|
227
|
(29,686
|
)
|
|||||
Accounts payable
|
13,233
|
(8,304
|
)
|
|||||
Accrued payroll and benefits
|
(24,145
|
)
|
(26,594
|
)
|
||||
Accrued liabilities
|
(4,849
|
)
|
(10,524
|
)
|
||||
Deferred revenue
|
(29,182
|
)
|
44,582
|
|||||
Operating lease liabilities
|
(25,923
|
)
|
(23,027
|
)
|
||||
Other assets and liabilities
|
(13,654
|
)
|
(24,631
|
)
|
||||
Net cash provided by (used in) operating activities-continuing operations
|
42,276
|
(18,968
|
)
|
|||||
Net cash (used in) provided by operating activities-discontinued operations
|
(862
|
)
|
20,062
|
|||||
Net cash provided by operating activities
|
41,414
|
1,094
|
||||||
Investing activities:
|
||||||||
Capital expenditures
|
(9,747
|
)
|
(14,772
|
)
|
||||
Payment for purchase of business, net of cash and restricted cash acquired
|
—
|
(1,488,054
|
)
|
|||||
Net cash used in investing activities-continuing operations
|
(9,747
|
)
|
(1,502,826
|
)
|
||||
Net cash used in investing activities-discontinued operations
|
—
|
(2,199
|
)
|
|||||
Payment for working capital adjustment for sale of business
|
(3,174
|
)
|
—
|
|||||
Net cash used in investing activities
|
(12,921
|
)
|
(1,505,025
|
)
|
||||
Financing activities:
|
||||||||
Proceeds from exercise of stock options
|
1,422
|
8,200
|
||||||
Employee taxes paid on withholding shares
|
(4,108
|
)
|
(2,518
|
)
|
||||
Proceeds from stock issued under Colleague Stock Purchase Plan
|
289
|
244
|
||||||
Payment on equity forward contract
|
(13,162
|
)
|
—
|
|||||
Proceeds from long-term debt
|
—
|
850,000
|
||||||
Repayments of long-term debt
|
(150,861
|
)
|
(291,000
|
)
|
||||
Payment of debt discount and issuance costs
|
—
|
(49,553
|
)
|
|||||
Net cash (used in) provided by financing activities
|
(166,420
|
)
|
515,373
|
|||||
Effect of exchange rate changes on cash, cash equivalents and restricted cash
|
—
|
36
|
||||||
Net decrease in cash, cash equivalents and restricted cash
|
(137,927
|
)
|
(988,522
|
)
|
||||
Cash, cash equivalents and restricted cash at beginning of period
|
347,937
|
1,313,616
|
||||||
Cash, cash equivalents and restricted cash at end of period
|
210,010
|
325,094
|
||||||
Less: cash, cash equivalents and restricted cash of discontinued operations at end of period
|
—
|
48,450
|
||||||
Cash, cash equivalents and restricted cash of continuing operations at end of period
|
$
|
210,010
|
$
|
276,644
|
||||
Non-cash investing and financing activities:
|
||||||||
Accrued capital expenditures
|
$
|
5,209
|
$
|
3,247
|
Adtalem Global Education Inc.
Segment Information
(unaudited)
(in thousands)
Three Months Ended
|
Six Months Ended
|
||||||||||||||||||||||||||||||
December 31,
|
December 31,
|
||||||||||||||||||||||||||||||
Increase/(Decrease)
|
Increase/(Decrease)
|
||||||||||||||||||||||||||||||
2022
|
2021
|
$ |
|
%
|
2022
|
2021
|
$ |
|
%
|
||||||||||||||||||||||
Revenue:
|
|||||||||||||||||||||||||||||||
Chamberlain
|
$
|
141,396
|
$
|
139,121
|
$
|
2,275
|
1.6
|
%
|
$
|
276,801
|
$
|
274,760
|
$
|
2,041
|
0.7
|
%
|
|||||||||||||||
Walden
|
131,940
|
140,627
|
(8,687
|
)
|
(6.2
|
)%
|
262,841
|
209,244
|
53,597
|
25.6
|
%
|
||||||||||||||||||||
Medical and Veterinary
|
89,966
|
91,450
|
(1,484
|
)
|
(1.6
|
)%
|
178,219
|
176,264
|
1,955
|
1.1
|
%
|
||||||||||||||||||||
Total consolidated revenue
|
$
|
363,302
|
$
|
371,198
|
$
|
(7,896
|
)
|
(2.1
|
)%
|
$
|
717,861
|
$
|
660,268
|
$
|
57,593
|
8.7
|
%
|
||||||||||||||
Operating income (loss):
|
|||||||||||||||||||||||||||||||
Chamberlain
|
$
|
33,229
|
$
|
25,456
|
$
|
7,773
|
30.5
|
%
|
$
|
59,413
|
$
|
46,311
|
$
|
13,102
|
28.3
|
%
|
|||||||||||||||
Walden
|
12,795
|
(2,443
|
)
|
15,238
|
NM
|
14,578
|
(14,089
|
)
|
28,667
|
NM
|
|||||||||||||||||||||
Medical and Veterinary
|
22,930
|
19,518
|
3,412
|
17.5
|
%
|
33,458
|
35,183
|
(1,725
|
)
|
(4.9
|
)%
|
||||||||||||||||||||
Home Office and Other
|
(22,927
|
)
|
(17,797
|
)
|
(5,130
|
)
|
(28.8
|
)%
|
(38,329
|
)
|
(64,734
|
)
|
26,405
|
40.8
|
%
|
||||||||||||||||
Total consolidated operating income
|
$
|
46,027
|
$
|
24,734
|
$
|
21,293
|
86.1
|
%
|
$
|
69,120
|
$
|
2,671
|
$
|
66,449
|
2,487.8
|
%
|
Non-GAAP Financial Measures and Reconciliations
We believe that certain non-GAAP financial measures provide investors with useful supplemental information regarding the underlying
business trends and performance of Adtalem’s ongoing operations as seen through the eyes of management and are useful for period-over-period comparisons. We use these supplemental non-GAAP financial measures internally in our assessment of
performance and budgeting process. However, these non-GAAP financial measures should not be considered as a substitute for, or superior to, measures of financial performance prepared in accordance with GAAP. The following are non-GAAP
financial measures used in the subsequent GAAP to non-GAAP reconciliation tables:
Adjusted net income (most comparable GAAP
measure: net income (loss)) – Measure of Adtalem’s net income (loss) adjusted for deferred revenue adjustment, CEO transition costs, restructuring expense, business acquisition and integration expense, intangible amortization
expense, pre-acquisition interest expense, write-off of debt discount and issuance costs, gain on extinguishment of debt, investment impairment, and net (income) loss from discontinued operations.
Adjusted earnings per share (most
comparable GAAP measure: earnings (loss) per share) – Measure of Adtalem’s diluted earnings (loss) per share adjusted for deferred revenue adjustment, CEO transition costs, restructuring expense, business acquisition and
integration expense, intangible amortization expense, pre-acquisition interest expense, write-off of debt discount and issuance costs, gain on extinguishment of debt, investment impairment, and net (income) loss from discontinued
operations.
Adjusted operating income (most
comparable GAAP measure: operating income) – Measure of Adtalem’s operating income adjusted for deferred revenue adjustment, CEO transition costs, restructuring expense, business acquisition and integration expense, and intangible
amortization expense. This measure is applied on a consolidated and segment basis, depending on the context of the discussion.
Adjusted EBITDA (most comparable GAAP
measure: net income (loss)) – Measure of Adtalem’s net income (loss) adjusted for net (income) loss from discontinued operations, interest expense, other expense (income), net, provision for (benefit from) income taxes,
depreciation and amortization, stock-based compensation, deferred revenue adjustment, CEO transition costs, restructuring expense, and business acquisition and integration expense. This measure is applied on a consolidated and segment
basis, depending on the context of the discussion. Income taxes, interest expense, and other expense (income), net is not recorded at the reportable segments, and therefore, the segment adjusted EBITDA reconciliations begin with operating
income.
Free cash flow (most comparable GAAP
measure: net cash provided by operating activities-continuing operations) – Defined as net cash provided by operating activities-continuing operations less capital expenditures.
Net debt – Defined as long-term
debt less cash and cash equivalents.
Net leverage – Defined as net debt
divided by adjusted EBITDA.
A description of special items in our non-GAAP financial measures described above are as follows:
•
|
Deferred revenue adjustment related to a revenue purchase accounting adjustment to record Walden’s deferred revenue at fair value.
|
•
|
CEO transition costs related to acceleration of stock-based compensation expense.
|
•
|
Restructuring expense primarily related to plans to achieve synergies with the Walden acquisition and real estate consolidations at Walden, Medical and Veterinary, and Adtalem’s home office.
|
•
|
Business acquisition and integration expense include expenses related to the Walden acquisition and certain costs related to growth transformation initiatives.
|
•
|
Intangible amortization expense on acquired intangible assets.
|
•
|
Pre-acquisition interest expense related to financing arrangements in connection with the Walden acquisition, write-off of debt discount and issuance costs and gain on extinguishment of debt
related to prepayments of debt, and impairment of an equity investment.
|
Net (income) loss from discontinued operations includes the operations of ACAMS, Becker, OCL, and EduPristine, in addition to costs
related to DeVry University.
Adtalem Global Education Inc.
Non-GAAP Operating Income by Segment
(unaudited)
(in thousands)
Three Months Ended
|
Six Months Ended
|
||||||||||||||||||||||||||||||
December 31,
|
December 31,
|
||||||||||||||||||||||||||||||
Increase/(Decrease)
|
Increase/(Decrease)
|
||||||||||||||||||||||||||||||
2022
|
2021
|
$ |
|
%
|
2022
|
2021
|
$ |
|
%
|
||||||||||||||||||||||
Chamberlain:
|
|||||||||||||||||||||||||||||||
Operating income (GAAP)
|
$
|
33,229
|
$
|
25,456
|
$
|
7,773
|
30.5
|
%
|
$
|
59,413
|
$
|
46,311
|
$
|
13,102
|
28.3
|
%
|
|||||||||||||||
Restructuring expense
|
—
|
335
|
(335
|
)
|
818
|
335
|
483
|
||||||||||||||||||||||||
Adjusted operating income (non-GAAP)
|
$
|
33,229
|
$
|
25,791
|
$
|
7,438
|
28.8
|
%
|
$
|
60,231
|
$
|
46,646
|
$
|
13,585
|
29.1
|
%
|
|||||||||||||||
Operating margin (GAAP)
|
23.5
|
%
|
18.3
|
%
|
21.5
|
%
|
16.9
|
%
|
|||||||||||||||||||||||
Operating margin (non-GAAP)
|
23.5
|
%
|
18.5
|
%
|
21.8
|
%
|
17.0
|
%
|
|||||||||||||||||||||||
Walden:
|
|||||||||||||||||||||||||||||||
Operating income (loss) (GAAP)
|
$
|
12,795
|
$
|
(2,443
|
)
|
$
|
15,238
|
NM
|
$
|
14,578
|
$
|
(14,089
|
)
|
$
|
28,667
|
NM
|
|||||||||||||||
Deferred revenue adjustment
|
—
|
2,354
|
(2,354
|
)
|
—
|
8,561
|
(8,561
|
)
|
|||||||||||||||||||||||
Restructuring expense
|
41
|
1,791
|
(1,750
|
)
|
3,121
|
1,791
|
1,330
|
||||||||||||||||||||||||
Intangible amortization expense
|
16,176
|
30,699
|
(14,523
|
)
|
34,704
|
47,150
|
(12,446
|
)
|
|||||||||||||||||||||||
Adjusted operating income (non-GAAP)
|
$
|
29,012
|
$
|
32,401
|
$
|
(3,389
|
)
|
(10.5
|
)%
|
$
|
52,403
|
$
|
43,413
|
$
|
8,990
|
20.7
|
%
|
||||||||||||||
Operating margin (GAAP)
|
9.7
|
%
|
(1.7
|
)%
|
5.5
|
%
|
(6.7
|
)%
|
|||||||||||||||||||||||
Operating margin (non-GAAP)
|
22.0
|
%
|
23.0
|
%
|
19.9
|
%
|
20.7
|
%
|
|||||||||||||||||||||||
Medical and Veterinary:
|
|||||||||||||||||||||||||||||||
Operating income (GAAP)
|
$
|
22,930
|
$
|
19,518
|
$
|
3,412
|
17.5
|
%
|
$
|
33,458
|
$
|
35,183
|
$
|
(1,725
|
)
|
(4.9
|
)%
|
||||||||||||||
Restructuring expense
|
87
|
188
|
(101
|
)
|
6,913
|
188
|
6,725
|
||||||||||||||||||||||||
Adjusted operating income (non-GAAP)
|
$
|
23,017
|
$
|
19,706
|
$
|
3,311
|
16.8
|
%
|
$
|
40,371
|
$
|
35,371
|
$
|
5,000
|
14.1
|
%
|
|||||||||||||||
Operating margin (GAAP)
|
25.5
|
%
|
21.3
|
%
|
18.8
|
%
|
20.0
|
%
|
|||||||||||||||||||||||
Operating margin (non-GAAP)
|
25.6
|
%
|
21.5
|
%
|
22.7
|
%
|
20.1
|
%
|
|||||||||||||||||||||||
Home Office and Other:
|
|||||||||||||||||||||||||||||||
Operating loss (GAAP)
|
$
|
(22,927
|
)
|
$
|
(17,797
|
)
|
$
|
(5,130
|
)
|
(28.8
|
)%
|
$
|
(38,329
|
)
|
$
|
(64,734
|
)
|
$
|
26,405
|
40.8
|
%
|
||||||||||
CEO transition costs
|
—
|
—
|
—
|
—
|
6,195
|
(6,195
|
)
|
||||||||||||||||||||||||
Restructuring expense
|
1,235
|
1,073
|
162
|
5,576
|
4,167
|
1,409
|
|||||||||||||||||||||||||
Business acquisition and integration expense
|
15,941
|
9,060
|
6,881
|
24,356
|
35,613
|
(11,257
|
)
|
||||||||||||||||||||||||
Adjusted operating loss (non-GAAP)
|
$
|
(5,751
|
)
|
$
|
(7,664
|
)
|
$
|
1,913
|
25.0
|
%
|
$
|
(8,397
|
)
|
$
|
(18,759
|
)
|
$
|
10,362
|
55.2
|
%
|
|||||||||||
Adtalem Global Education:
|
|||||||||||||||||||||||||||||||
Operating income (GAAP)
|
$
|
46,027
|
$
|
24,734
|
$
|
21,293
|
86.1
|
%
|
$
|
69,120
|
$
|
2,671
|
$
|
66,449
|
2,487.8
|
%
|
|||||||||||||||
Deferred revenue adjustment
|
—
|
2,354
|
(2,354
|
)
|
—
|
8,561
|
(8,561
|
)
|
|||||||||||||||||||||||
CEO transition costs
|
—
|
—
|
—
|
—
|
6,195
|
(6,195
|
)
|
||||||||||||||||||||||||
Restructuring expense
|
1,363
|
3,387
|
(2,024
|
)
|
16,428
|
6,481
|
9,947
|
||||||||||||||||||||||||
Business acquisition and integration expense
|
15,941
|
9,060
|
6,881
|
24,356
|
35,613
|
(11,257
|
)
|
||||||||||||||||||||||||
Intangible amortization expense
|
16,176
|
30,699
|
(14,523
|
)
|
34,704
|
47,150
|
(12,446
|
)
|
|||||||||||||||||||||||
Adjusted operating income (non-GAAP)
|
$
|
79,507
|
$
|
70,234
|
$
|
9,273
|
13.2
|
%
|
$
|
144,608
|
$
|
106,671
|
$
|
37,937
|
35.6
|
%
|
|||||||||||||||
Operating margin (GAAP)
|
12.7
|
%
|
6.7
|
%
|
9.6
|
%
|
0.4
|
%
|
|||||||||||||||||||||||
Operating margin (non-GAAP)
|
21.9
|
%
|
18.9
|
%
|
20.1
|
%
|
16.2
|
%
|
Adtalem Global Education Inc.
Non-GAAP Adjusted EBITDA by Segment
(unaudited)
(in thousands)
Three Months Ended
|
Six Months Ended
|
||||||||||||||||||||||||||||||
December 31,
|
December 31,
|
||||||||||||||||||||||||||||||
Increase/(Decrease)
|
Increase/(Decrease)
|
||||||||||||||||||||||||||||||
2022
|
2021
|
$
|
%
|
2022
|
2021
|
$ |
|
%
|
|||||||||||||||||||||||
Chamberlain:
|
|||||||||||||||||||||||||||||||
Operating income (GAAP)
|
$
|
33,229
|
$
|
25,456
|
$
|
7,773
|
30.5
|
%
|
$
|
59,413
|
$
|
46,311
|
$
|
13,102
|
28.3
|
%
|
|||||||||||||||
Restructuring expense
|
—
|
335
|
(335
|
)
|
818
|
335
|
483
|
||||||||||||||||||||||||
Depreciation
|
4,099
|
4,726
|
(627
|
)
|
8,580
|
9,310
|
(730
|
)
|
|||||||||||||||||||||||
Stock-based compensation
|
404
|
1,688
|
(1,284
|
)
|