8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 8, 2022

Adtalem Global Education Inc.

(Exact name of registrant as specified in its charter)

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

(866) 374-2678

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock $0.01 par value per share	ATGE	New York Stock Exchange
Common stock $0.01 par value per share	ATGE	Chicago Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 7.01 Regulation FD Disclosure

As previously reported by Adtalem Global Education (“Adtalem”) on the Current Report on Form 8-K dated January 24, 2022, Adtalem entered into an Equity Purchase Agreement (the “Agreement”) with Wendel Group and Colibri Group (the “Purchaser”). Pursuant to the terms and subject to the conditions set forth in the Agreement, Adtalem will sell all of the issued and outstanding shares of the Association  of Certified Anti-Money Laundering Specialists (“ACAMS”), Becker Professional Education (“Becker”), and OnCourse Learning (“OCL”) to the Purchaser for cash (such sale, the “Transaction”).

Adtalem is furnishing this Current Report on Form 8-K to provide historical unaudited Consolidated Statements of Income (Loss) information, which reflects the Financial Services segment as a discontinued operation and certain non-GAAP earnings information and operating income for the Financial Services segment for the previously reported fiscal years ended June 30, 2020 and June 30, 2021, and the previously reported quarterly periods ended September 30, 2020 through September 30, 2021.

The schedule in Exhibit 99.2 includes net income from continuing operations excluding special items and reconciles this non-GAAP measure to the most directly comparable GAAP measure. Management believes that the non-GAAP disclosure of net income from continuing operations excluding special items provide investors with useful supplemental information regarding the underlying business trends and performance of Adtalem’s ongoing operations and is useful for period-over-period comparisons of such operations given the nature of the special items. Adtalem uses these supplemental financial measures internally in its management and budgeting process. However, these non-GAAP financial measures should be viewed in addition to, and not as a substitute for, Adtalem’s reported results prepared in accordance with GAAP.

The schedule in Exhibit 99.3 includes operating income excluding special items on a consolidated and segment basis and reconciles these non-GAAP measures to the most directly comparable GAAP measures. Certain expenses previously allocated to the Financial Services segment have been reclassified to the Home Office and Other segment for all periods as of September 30, 2021 and prior based on discontinued operations reporting guidance regarding allocation of corporate overhead.

The information furnished in this Item 7.01, including Exhibits 99.1, 99.2, and 99.3, shall not be deemed “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific references in such a filing.

Item 9.01 Financial Statements and Exhibits

Exhibit Number	Description
99.1	Unaudited Consolidated Statements of Income (Loss) for the fiscal years ended June 30, 2020 and June 30, 2021, and quarterly periods ended September 30, 2020 through September 30, 2021.
99.2	Schedule of non-GAAP Earnings for the fiscal years ended June 30, 2020 and June 30, 2021, and quarterly periods ended September 30, 2020 through September 30, 2021.
99.3	Schedule of non-GAAP Segment Operating Income for the fiscal years ended June 30, 2020 and June 30, 2021, and quarterly periods ended September 30, 2020 through September 30, 2021.
104	Cover Page Interactive Data File (formatted as Inline XBRL)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Adtalem Global Education Inc.
Date: February 8, 2022	By:	/s/ Robert J. Phelan
		Robert J. Phelan
		Senior Vice President and Chief Financial Officer

EX-99.1

Exhibit 99.1

Adtalem Global Education Inc.

Consolidated Statements of Income (Loss)

(unaudited)

(in thousands, except per share data)

	Three Months Ended										Year Ended
	Sept. 30,		June 30,		March 31,		Dec. 31,		Sept. 30,		June 30,		June 30,
	2021		2021		2021		2020		2020		2021		2020
Revenue	$	289,070	$	223,466	$	230,213	$	234,396	$	218,826	$	906,901	$	866,427
Operating cost and expense:
Cost of educational services		152,050		116,408		114,977		120,827		105,693		457,905		457,165
Student services and administrative expense		129,436		74,980		74,412		72,260		70,830		292,482		280,291
Restructuring expense		3,094		1,570		1,217		1,166		2,916		6,869		23,683
Business acquisition and integration expense		26,553		3,432		3,646		11,079		13,436		31,593		—
Gain on sale of assets		—		—		—		—		—		—		(4,779)
Total operating cost and expense		311,133		196,390		194,252		205,332		192,875		788,849		756,360
Operating income (loss)		(22,063)		27,076		35,961		29,064		25,951		118,052		110,067
Other income (expense):
Interest and dividend income		878		961		910		1,219		1,004		4,094		3,688
Interest expense		(47,393)		(25,382)		(8,555)		(3,736)		(3,692)		(41,365)		(19,510)
Investment gain		—		636		479		1,005		518		2,638		18
Gain on derivative		—		—		—		—		—		—		110,723
Net other income (expense)		(46,515)		(23,785)		(7,166)		(1,512)		(2,170)		(34,633)		94,919
Income (loss) from continuing operations before income taxes		(68,578)		3,291		28,795		27,552		23,781		83,419		204,986
(Provision for) benefit from income taxes		(8,604)		(726)		(4,557)		(3,611)		(4,195)		(13,089)		14,939
Income (loss) from continuing operations		(77,182)		2,565		24,238		23,941		19,586		70,330		219,925
Discontinued operations:
Income (loss) from discontinued operations before income taxes		(6,050)		7,326		1,416		72		671		9,485		(30,386)
Loss on disposal of discontinued operations before income taxes (includes ($293,360) accumulated other comprehensive income reclassifications for realized loss on foreign currency translation adjustments for the year ended June 30, 2020)		—		—		—		—		—		—		(287,560)
(Provision for) benefit from income taxes		25,228		(954)		(1,104)		(864)		(418)		(3,340)		12,243
Income (loss) from discontinued operations		19,178		6,372		312		(792)		253		6,145		(305,703)
Net income (loss)		(58,004)		8,937		24,550		23,149		19,839		76,475		(85,778)
Net loss attributable to redeemable noncontrolling interest		—		75		102		166		91		434		444
Net income (loss) attributable to Adtalem Global Education	$	(58,004)	$	9,012	$	24,652	$	23,315	$	19,930	$	76,909	$	(85,334)
Amounts attributable to Adtalem Global Education:
Net income (loss) from continuing operations	$	(77,182)	$	2,565	$	24,238	$	23,941	$	19,586	$	70,330	$	219,925
Net income (loss) from discontinued operations		19,178		6,447		414		(626)		344		6,579		(305,259)
Net income (loss) attributable to Adtalem Global Education	$	(58,004)	$	9,012	$	24,652	$	23,315	$	19,930	$	76,909	$	(85,334)
Earnings (loss) per share attributable to Adtalem Global Education:
Basic:
Continuing operations	$	(1.55)	$	0.05	$	0.48	$	0.46	$	0.37	$	1.37	$	4.10
Discontinued operations	$	0.39	$	0.13	$	0.01	$	(0.01)	$	0.01	$	0.13	$	(5.69)
Net	$	(1.17)	$	0.18	$	0.49	$	0.45	$	0.38	$	1.50	$	(1.59)
Diluted:
Continuing operations	$	(1.55)	$	0.05	$	0.47	$	0.46	$	0.37	$	1.36	$	4.07
Discontinued operations	$	0.39	$	0.13	$	0.01	$	(0.01)	$	0.01	$	0.13	$	(5.64)
Net	$	(1.17)	$	0.18	$	0.48	$	0.44	$	0.38	$	1.49	$	(1.58)
Weighted-average shares outstanding:
Basic shares		49,663		49,884		50,658		52,251		52,464		51,322		53,659
Diluted shares		49,663		50,326		51,111		52,441		52,797		51,645		54,094

EX-99.2

Exhibit 99.2

Adtalem Global Education Inc.

Schedule of non-GAAP Earnings

(in thousands, except per share data)

	Three Months Ended										Year Ended
	Sept. 30,		June 30,		March 31,		Dec. 31,		Sept. 30,		June 30,		June 30,
	2021		2021		2021		2020		2020		2021		2020
Net income (loss) attributable to Adtalem (GAAP)	$	(58,004)	$	9,012	$	24,652	$	23,315	$	19,930	$	76,909	$	(85,334)
Deferred revenue adjustment		6,207		—		—		—		—		—		—
CEO transition costs		6,195		—		—		—		—		—		—
Restructuring expense		3,094		1,570		1,217		1,166		2,916		6,869		23,683
Business acquisition and integration expense		26,553		3,432		3,646		11,079		13,436		31,593		—
Walden intangible amortization expense		16,451		—		—		—		—		—		—
Pre-acquisition interest expense		31,634		21,750		4,951		45		—		26,746		—
Gain on sale of assets		—		—		—		—		—		—		(4,779)
Gain on derivative		—		—		—		—		—		—		(110,723)
Tax Cuts and Jobs Act of 2017 and tax charges related to the divestiture of DeVry University		—		—		—		—		—		—		(2,230)
Net tax benefit for a former subsidiary investment loss		—		—		—		—		—		—		(25,688)
Income tax impact on non-GAAP adjustments		4,640		(5,325)		(3,365)		(4,006)		(3,601)		(16,297)		(4,399)
(Income) loss from discontinued operations		(19,178)		(6,447)		(414)		626		(344)		(6,579)		305,259
Net income from continuing operations attributable to Adtalem excluding special items (non-GAAP)	$	17,592	$	23,992	$	30,687	$	32,225	$	32,337	$	119,241	$	95,789

	Three Months Ended										Year Ended
	Sept. 30,		June 30,		March 31,		Dec. 31,		Sept. 30,		June 30,		June 30,
	2021		2021		2021		2020		2020		2021		2020
Earnings (loss) per share, diluted (GAAP)	$	(1.17)	$	0.18	$	0.48	$	0.44	$	0.38	$	1.49	$	(1.58)
Effect on diluted earnings per share:
Deferred revenue adjustment		0.12		—		—		—		—		—		—
CEO transition costs		0.12		—		—		—		—		—		—
Restructuring expense		0.06		0.03		0.02		0.02		0.06		0.13		0.44
Business acquisition and integration expense		0.53		0.07		0.07		0.21		0.25		0.61		—
Walden intangible amortization expense		0.33		—		—		—		—		—		—
Pre-acquisition interest expense		0.63		0.43		0.10		0.00		—		0.52		—
Gain on sale of assets		—		—		—		—		—		—		(0.09)
Gain on derivative		—		—		—		—		—		—		(2.05)
Tax Cuts and Jobs Act of 2017 and tax charges related to the divestiture of DeVry University		—		—		—		—		—		—		(0.04)
Net tax benefit for a former subsidiary investment loss		—		—		—		—		—		—		(0.47)
Income tax impact on non-GAAP adjustments		0.09		(0.11)		(0.07)		(0.08)		(0.07)		(0.32)		(0.08)
(Income) loss from discontinued operations		(0.38)		(0.13)		(0.01)		0.01		(0.01)		(0.13)		5.64
Earnings per share from continuing operations excluding special items, diluted (non-GAAP)	$	0.35	$	0.48	$	0.60	$	0.61	$	0.61	$	2.31	$	1.77
Diluted shares used in non-GAAP EPS calculation		50,222		50,326		51,111		52,441		52,797		51,645		54,094

EX-99.3

Exhibit 99.3

Adtalem Global Education Inc.

Schedule of non-GAAP Segment Operating Income

(in thousands)

	Three Months Ended										Year Ended
	Sept. 30,		June 30,		March 31,		Dec. 31,		Sept. 30,		June 30,		June 30,
	2021		2021		2021		2020		2020		2021		2020
Chamberlain:
Operating income (GAAP)	$	20,855	$	30,093	$	36,107	$	32,482	$	30,169	$	128,851	$	99,361
Restructuring expense		—		—		—		—		—		—		291
Operating income excluding special items (non-GAAP)	$	20,855	$	30,093	$	36,107	$	32,482	$	30,169	$	128,851	$	99,652
Walden:
Operating loss (GAAP)	$	(11,646)	$	—	$	—	$	—	$	—	$	—	$	—
Deferred revenue adjustment		6,207		—		—		—		—		—		—
Walden intangible amortization expense		16,451		—		—		—		—		—		—
Operating income excluding special items (non-GAAP)	$	11,012	$	—	$	—	$	—	$	—	$	—	$	—
Medical and Veterinary:
Operating income (GAAP)	$	15,665	$	11,226	$	14,977	$	18,808	$	22,841	$	67,852	$	66,676
Restructuring expense		—		—		—		—		—		—		1,416
Operating income excluding special items (non-GAAP)	$	15,665	$	11,226	$	14,977	$	18,808	$	22,841	$	67,852	$	68,092
Home Office and Other:
Previously reported operating loss (GAAP)	$	(42,233)	$	(10,471)	$	(10,774)	$	(18,760)	$	(23,576)	$	(63,581)	$	(41,399)
Stranded costs allocated to continuing operations		(4,704)		(3,772)		(4,349)		(3,466)		(3,483)		(15,070)		(14,571)
Adjusted reported operating loss (GAAP)		(46,937)		(14,243)		(15,123)		(22,226)		(27,059)		(78,651)		(55,970)
CEO transition costs		6,195		—		—		—		—		—		—
Restructuring expense		3,094		1,570		1,217		1,166		2,916		6,869		21,976
Business acquisition and integration expense		26,553		3,432		3,646		11,079		13,436		31,593		—
Gain on sale of assets		—		—		—		—		—		—		(4,779)
Operating loss excluding special items (non-GAAP)	$	(11,095)	$	(9,241)	$	(10,260)	$	(9,981)	$	(10,707)	$	(40,189)	$	(38,773)
Adtalem Global Education:
Previously reported operating income (loss) (GAAP)	$	(4,731)	$	40,240	$	44,214	$	40,323	$	36,706	$	161,483	$	142,260
Financial Services operating income charged to discontinued operations		(12,628)		(9,392)		(3,904)		(7,793)		(7,272)		(28,361)		(17,622)
Stranded costs allocated to continuing operations		(4,704)		(3,772)		(4,349)		(3,466)		(3,483)		(15,070)		(14,571)
Adjusted reported operating income (loss) (GAAP)		(22,063)		27,076		35,961		29,064		25,951		118,052		110,067
Deferred revenue adjustment		6,207		—		—		—		—		—		—
CEO transition costs		6,195		—		—		—		—		—		—
Restructuring expense		3,094		1,570		1,217		1,166		2,916		6,869		23,683
Business acquisition and integration expense		26,553		3,432		3,646		11,079		13,436		31,593		—
Walden intangible amortization expense		16,451		—		—		—		—		—		—
Gain on sale of assets		—		—		—		—		—		—		(4,779)
Operating income excluding special items (non-GAAP)	$	36,437	$	32,078	$	40,824	$	41,309	$	42,303	$	156,514	$	128,971

XML

Document and Entity Information	Feb. 08, 2022
Document Information [Line Items]
Document Type	8-K
Document Period End Date	Feb. 08, 2022
Entity File Number	001-13988
Entity Registrant Name	Adtalem Global Education Inc.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	36-3150143
Entity Address, Address Line One	500 West Monroe Street
Entity Address, City or Town	Chicago,
Entity Address, State or Province	IL
Entity Address, Postal Zip Code	60661
City Area Code	866
Local Phone Number	374-2678
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0000730464
Amendment Flag	false
New York Stock Exchange
Document Information [Line Items]
Title of 12(b) Security	Common stock $0.01 par value per share
Trading Symbol	ATGE
Security Exchange Name	NYSE
Chicago Stock Exchange
Document Information [Line Items]
Title of 12(b) Security	Common stock $0.01 par value per share
Trading Symbol	ATGE
Security Exchange Name	CHX