-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HcEtjeNFyapdsL5qpZGY2aVKSrmqE6uHg+yBVmdpEXxaaGdO7j+LScqQ7joJih91 FeiTUKDMUy5wwBWiCiIvlg== 0001104659-03-022931.txt : 20031016 0001104659-03-022931.hdr.sgml : 20031016 20031016082727 ACCESSION NUMBER: 0001104659-03-022931 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20031016 ITEM INFORMATION: FILED AS OF DATE: 20031016 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ITT EDUCATIONAL SERVICES INC CENTRAL INDEX KEY: 0000922475 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EDUCATIONAL SERVICES [8200] IRS NUMBER: 362061311 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13144 FILM NUMBER: 03942868 BUSINESS ADDRESS: STREET 1: 13000 NORTH MERIDIAN CITY: CARMEL STATE: IN ZIP: 46032-1404 BUSINESS PHONE: 317 706 9289 MAIL ADDRESS: STREET 1: 13000 NORTH MERIDIAN STREET STREET 2: - CITY: CARMEL STATE: IN ZIP: 46032-1404 8-K 1 a03-4067_18k.htm 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):  October 16, 2003

 

ITT EDUCATIONAL SERVICES, INC.

(Exact name of registrant as specified in its charter)

 

 

 

 

 

Delaware

 

1-13144

 

36-2061311

(State or other
jurisdiction of
incorporation)

 

(Commission
File Number)

 

(IRS Employer
Identification No.)

 

 

 

 

 

13000 North Meridian Street
Carmel, Indiana

 

46032-1404

(Address of principal executive offices)

 

(Zip Code)

 

 

 

 

 

Registrant’s telephone number, including area code:  (317) 706-9200

 

 



 

Item 12.             Results of Operations and Financial Condition.

 

The following information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or 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 reference in such a filing.

 

The Press Release issued by the Registrant dated October 16, 2003 reporting the Registrant’s results of operations and financial condition for the Registrant’s fiscal quarter ended September 30, 2003, is incorporated herein by reference and furnished to the Securities and Exchange Commission with this report as Exhibit 99.1.

 

2



 

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 hereunto duly authorized.

 

Date: October 16, 2003

 

 

 

ITT Educational Services, Inc.

 

 

 

By:

    /s/ Clark D. Elwood

 

 

 

Name: Clark D. Elwood

 

 

Title:

Senior Vice President,
General Counsel and Secretary

 

3



 

INDEX TO EXHIBITS

 

Exhibit No.

 

Description

 

 

 

99.1

 

Text of Press Release issued by the Registrant dated October 16, 2003.

 

4


EX-99.1 3 a03-4067_1ex99d1.htm EX-99.1

Exhibit 99.1

 

ITT EDUCATIONAL SERVICES, INC. REPORTS 30.8 PERCENT INCREASE IN EPS IN THIRD QUARTER 2003,
NEW STUDENT INCREASE OF 20.7 PERCENT

 

INDIANAPOLIS, IN, October 16, 2003—ITT Educational Services, Inc. (NYSE:  ESI), a leading provider of technology-oriented postsecondary degree programs, today reported its financial and operating results for the third quarter and the first nine months of 2003.  During the three months ended September 30, 2003, earnings per share (“EPS”) increased 30.8 percent to $0.34 compared to $0.26 in the same period of 2002.  EPS in the first nine months of 2003 increased 38.9 percent to $0.75 compared to $0.54 in the comparable period of 2002.  In the third quarter of 2003, new student enrollment (excluding international enrollments and enrollments at two of its institutes that are gradually ceasing operations) increased 20.7 percent to 12,690 compared to 10,518 in the same period of 2002. Total student enrollment as of September 30, 2003 (excluding international enrollments and enrollments at the two institutes that are gradually ceasing operations) increased 10.8 percent to 36,947 compared to 33,352 as of September 30, 2002. Rene R. Champagne, chairman and CEO of ITT/ESI said, “Our strong enrollment and financial performance in the third quarter and first nine months of 2003 reflects the solid demand we have experienced for our programs of study.  These results position us well to meet or exceed our internal financial goals for the full year of 2003 and the full year of 2004.”  The Company provided the following information for the three and nine months ending September 30, 2003:

 

Three Months Ending September 30th Financial and Operating Results

(Dollars in thousands, except earnings per share and revenue per student)

 

 

 

2003

 

2002

 

Increase/
(Decrease)

 

 

 

 

 

 

 

 

 

Revenues (A)

 

$

134,382

 

$

117,746

 

14.1

%

Operating Income

 

$

25,206

 

$

18,837

 

33.8

%

Operating Margin

 

18.8

%

16.0

%

280

 basis points

Net Income

 

$

15,841

 

$

12,101

 

30.9

%

EPS (diluted)

 

$

0.34

 

$

0.26

 

30.8

%

Return on Equity (TTM) (B)

 

53.2

%

46.1

%

711

 basis points

New Student Enrollment (C)

 

12,690

 

10,518

 

20.7

%

Continuing Students (C)

 

24,257

 

22,834

 

6.2

%

Total Student Enrollment as of September 30th (C)

 

36,947

 

33,352

 

10.8

%

Online Course Registrations (D)

 

1,531

 

166

 

822

%

Revenue Per Student

 

$

4,018

 

$

3,731

 

7.7

%

Cash and Cash Equivalents, Short-term Investments and Investments as of September 30th

 

$

204,116

 

$

126,576

 

61.3

%

Bad Debt Expense as a Percent of Revenues

 

1.1

%

1.6

%

(50

)basis points

Days Sales Outstanding as of September 30th

 

6.7

 days

10.0

 days

(3.3

)days

Deferred Tuition Revenue as of September 30th

 

$

110,087

 

$

89,475

 

23.0

%

Debt

 

$

0

 

$

0

 

 

Fully Diluted Shares of Common Stock Outstanding

 

46,415

 

46,506

 

 

Shares of Common Stock Repurchased

 

0

 

584,300

(E)

 

Land and Building Purchases

 

$

3,766

(F)

$

19,843

(G)

 

Number of New Colleges Opened

 

1

(H)

2

(I)

 

Capital Expenditures

 

$

5,046

 

$

3,003

 

 

 



 

Nine Months Ending September 30th Financial and Operating Results

(Dollars in thousands, except earnings per share)

 

 

 

2003

 

2002

 

Increase/
(Decrease)

 

 

 

 

 

 

 

 

 

Revenues (A)

 

$

378,213

 

$

331,183

 

14.2

%

Operating Income

 

$

54,333

 

$

38,836

 

39.9

%

Operating Margin

 

14.4

%

11.7

%

270

 basis points

Net Income

 

$

34,368

 

$

25,261

 

36.1

%

EPS (diluted)

 

$

0.75

 

$

0.54

 

38.9

%

Shares of Common Stock Repurchased

 

1,078,000

(J)

1,734,300

(K)

 

Land and Building Purchases

 

$

21,069

(L)

$

19,843

(M)

 

Capital Expenditures, Net

 

$

11,057

 

$

12,315

 

 

New Student Enrollment (N)

 

28,568

 

24,717

 

15.6

%

 


(A)      In an effort to improve revenue comparability to its peers, the Company reported that, effective June 30, 2003, it began classifying tuition and fee refunds resulting from student withdrawals as a reduction of revenue.  Previously, the Company included tuition and fees from withdrawing students in Revenues and recorded an offsetting expense in Cost of educational services.  The new classification had no impact on the Company’s Net income.

(B)        Represents return on equity for the trailing 12 months.

(C)        Excludes international enrollments and enrollments at the two ITT Technical Institutes that are gradually ceasing operations.  In the three months ending September 30, 2003, there were 3 new student enrollments at those two colleges compared to 142 in the three months ending September 30, 2002.  As of September 30, 2003, the combined total student enrollment at those two colleges was 212 compared to 447 as of September 30, 2002.

(D)       Represents the number of online courses that students were registered to take.

(E)         For approximately $10.0 million or at an average price of $17.12 per share.

(F)         Represents one of the Company’s colleges.

(G)        Represents six of the Company’s colleges.

(H)       Hilliard (Columbus), Ohio commenced its first class in September 2003.

(I)            Chantilly (Washington, D.C.), Virginia and Canton (Detroit), Michigan commenced their first classes in September 2002.

(J)           For approximately $28.7 million or at an average price of $26.65 per share.

(K)       For approximately $34.6 million or at an average price of $19.92 per share.

(L)         Represents four of the Company’s colleges and its corporate offices.

(M)    Represents 6 of the Company’s colleges.

(N)       Excludes international enrollments and enrollments at the two ITT Technical Institutes that are gradually ceasing operations.  In the nine months ending September 30, 2003, the combined new student enrollment at those two colleges was 35 compared to 334 in the same period in 2002.

 

Champagne continued, “Our third quarter EPS of $0.34 exceeded analysts’ consensus estimates by 2 cents per share.  Our strong financial and operating results in the quarter were primarily driven by increased total student enrollment, tuition increases and greater leveraging of the Company’s operating costs.  Lead flow resulting from our marketing efforts remained strong in the third quarter, and our student recruiters continued to improve their lead conversion rates during that period.  In the first nine months of 2003, new student enrollment (excluding international enrollments and enrollments at the two institutes that are gradually ceasing operations) increased 15.6 percent compared to the first nine months of 2002.  Demand for our programs of study has been strong to date in 2003.  We are optimistic that demand can remain strong for the balance of 2003 and 2004.”

 

Omer Waddles, president and COO of ITT/ESI said, “We are continuing to implement our 10-Point Growth Plan.  New programs of study, particularly at the bachelor’s degree level, continue to be offered at more of our colleges.  During the first nine months of 2003, we received 131 new program approvals.  Our 76th college in Hilliard (Columbus), Ohio commenced its first class in September and we hope to begin marketing our 77th college located in Eden Prairie (Minneapolis), Minnesota soon for a first class in

 

2



 

December 2003.  New sites for an additional three to four new college start-ups in 2004 are being identified and will be reported at a later date.  A new MBA program that is delivered completely online commenced its initial class in September.  The ITT Technical Institute in Indianapolis had received all required regulatory authorizations to offer the online MBA program in 38 states as of September 30th .  Our 2+1 hybrid delivery model is now offered at 19 colleges.  We anticipate introducing the 2+1 model at an increasing number of our colleges over the next several quarters.  As of September 30th, 57 of our colleges had received all required regulatory authorizations to offer the 2+1 hybrid delivery model.”

 

Kevin M. Modany, senior vice president and CFO said, “Operating margin in the third quarter of 2003 increased 280 basis points as a result of increased total student enrollment, tuition price increases, leveraging of overhead operating costs and various cost containment projects.  Revenue per student in the third quarter of 2003 increased 7.7 percent compared to the same period in 2002.  Net income increased 30.9 percent in the third quarter and 36.1 percent in the first nine months compared to the same periods last year.  We continue to operate without debt and have $204.1 million of cash, short-term investments and investments.  We are confident that we can achieve or exceed our internal financial goals for 2003.”

 

Champagne concluded, “Based on our strong student enrollment increases and financial performance in the first nine months of 2003, we are increasing our internal EPS goal for the full year of 2003 to a range of $1.22 to $1.23 from our previous goal of $1.20 to $1.21.  We are also increasing our internal EPS goal for 2004 to a range of $1.46 to $1.50 from our previous goal of $1.44 to $1.48.  Other 2004 goals include increasing:

 

      new student enrollment in the range of 10 to 12 percent compared to 2003;

      total student enrollment in the range of 9 to 11 percent compared to 2003;

      revenue in the range of 14 to 17 percent compared to 2003; and

      operating margin by 120 to 150 basis points compared to 2003.”

 

ITT/ESI intends to conduct a conference call and a live webcast open to the public today at 11:00 a.m. EDT to discuss this release.  The webcast may be accessed on ITT/ESI’s web site, located at www.ittesi.com and will also be available for replay.

 

Except for the historical information contained herein, the matters discussed in this press release are forward-looking statements within the meaning of the Private Securities Litigation Reform Act.  Forward-looking statements are made based upon the current expectations and beliefs of the company’s management concerning future developments and their potential effect on the Company.  There can be no assurance that future developments affecting the Company will be those anticipated by its management.  These forward-looking statements involve a number of risks and uncertainties. Among the factors that could cause actual results to differ materially are the following: business conditions and growth in the postsecondary education industry and in the general economy; changes in federal and state governmental regulations with respect to education and accreditation standards, or the interpretation or enforcement thereof, including, but not limited to, the level of government funding for, and the Company’s eligibility to participate in, student financial aid programs utilized by the Company’s students; the results of the qui tam action brought under the False Claims Act, 31 U.S.C. Section 3730, in which the Company is a defendant which, if adversely determined, could result in a demand for repayment of federal student financial aid funds, trebled under the False Claims Act, and penalties; effects of any change in ownership of the Company resulting in a change in control of the Company, including, but not limited to, the consequences of such changes on the accreditation and federal and state regulation of the institutes; the Company’s ability to implement its growth strategies; receptivity of students and employers to the Company’s existing program offerings and new curricula; loss of lender access to the Company’s students for student loans; and other risks and uncertainties detailed from time to time in the Company’s filings with the Securities and Exchange Commission. The Company undertakes no obligation to update or revise any forward-looking information, whether as a result of new information, future developments or otherwise.

 

3



 

FOR FURTHER INFORMATION:

 

COMPANY:

 

 

 

WEB SITE:

Martin Grossman

 

Nancy Brown

 

www.ittesi.com

Senior Vice President

 

Director Corporate Relations

 

 

(317) 706-9207

 

(317) 706-9260

 

 

 

4



 

ITT EDUCATIONAL SERVICES, INC.

CONSOLIDATED STATEMENTS OF INCOME

(In thousands, except per share and operating data)

(unaudited)

 

 

 

Three Months Ended
September 30,

 

Nine Months Ended
September 30,

 

 

 

2003

 

2002

 

2003

 

2002

 

 

 

 

 

 

 

 

 

 

 

Revenues (a)

 

$

134,382

 

$

117,746

 

$

378,213

 

$

331,183

 

 

 

 

 

 

 

 

 

 

 

Costs and Expenses (a)

 

 

 

 

 

 

 

 

 

Cost of educational services

 

69,681

 

64,743

 

210,463

 

193,705

 

Student services and administrative expenses

 

39,495

 

34,166

 

113,417

 

98,642

 

Total costs and expenses

 

109,176

 

98,909

 

323,880

 

292,347

 

 

 

 

 

 

 

 

 

 

 

Operating income

 

25,206

 

18,837

 

54,333

 

38,836

 

 

 

 

 

 

 

 

 

 

 

Interest income, net

 

551

 

755

 

1,549

 

2,050

 

 

 

 

 

 

 

 

 

 

 

Income before income taxes

 

25,757

 

19,592

 

55,882

 

40,886

 

 

 

 

 

 

 

 

 

 

 

Income taxes

 

9,916

 

7,491

 

21,514

 

15,625

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

15,841

 

$

12,101

 

$

34,368

 

$

25,261

 

 

 

 

 

 

 

 

 

 

 

Earnings per common share (b):

 

 

 

 

 

 

 

 

 

Basic

 

$

0.35

 

$

0.26

 

$

0.76

 

$

0.55

 

Diluted

 

$

0.34

 

$

0.26

 

$

0.75

 

$

0.54

 

 

 

 

 

 

 

 

 

 

 

Supplemental Data:

 

 

 

 

 

 

 

 

 

Cost of educational services

 

51.9

%

55.0

%

55.6

%

58.5

%

Student services and administrative expenses

 

29.4

%

29.0

%

30.0

%

29.8

%

Operating margin

 

18.8

%

16.0

%

14.4

%

11.7

%

Student enrollment at end of period

 

37,159

 

33,799

 

37,159

 

33,799

 

Technical institutes at end of period

 

76

 

74

 

76

 

74

 

Shares for earnings per share calculation:

 

 

 

 

 

 

 

 

 

Basic

 

45,119

 

45,668

 

44,988

 

45,914

 

Diluted

 

46,415

 

46,506

 

46,126

 

46,968

 

 


(a)          The reclassification with respect to withdrawing students reduced revenues and costs and expenses by $2,993 and $9,073 in the three and nine month periods ended September 30, 2003, and by $2,763 and $7,699 in the three and nine month periods ended September 30, 2002.

 

(b)         Earnings per common share and the number of shares in all prior periods have been restated to reflect the two-for-one stock split declared on May 10, 2002 that became effective on June 6, 2002.

 

5



 

ITT EDUCATIONAL SERVICES, INC.

CONSOLIDATED BALANCE SHEETS

(In thousands, except per share data)

 

 

 

September  30, 2003

 

December 31, 2002

 

September  30, 2002

 

 

 

(unaudited)

 

 

 

(unaudited)

 

Assets

 

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

159,749

 

$

123,934

 

$

94,496

 

Restricted cash

 

 

7,103

 

 

Short-term investments

 

37,912

 

25,671

 

32,080

 

Accounts receivable, net

 

9,943

 

8,973

 

12,780

 

Deferred and prepaid income tax

 

2,950

 

1,988

 

3,621

 

Prepaids and other current assets

 

4,409

 

5,597

 

3,884

 

Total current assets

 

214,963

 

173,266

 

146,861

 

Property and equipment, net

 

78,910

 

62,584

 

66,054

 

Direct marketing costs

 

10,470

 

10,609

 

10,432

 

Investments

 

6,455

 

 

 

Other assets

 

811

 

1,248

 

1,313

 

Total assets

 

$

311,609

 

$

247,707

 

$

224,660

 

 

 

 

 

 

 

 

 

Liabilities and Shareholders’ Equity

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

 

Accounts payable

 

$

41,297

 

$

18,162

 

$

25,893

 

Accrued compensation and benefits

 

13,925

 

9,196

 

7,647

 

Other accrued liabilities

 

16,146

 

12,140

 

8,601

 

Deferred revenue

 

110,087

 

102,997

 

89,475

 

Total current liabilities

 

181,455

 

142,495

 

131,616

 

Deferred income tax

 

2,714

 

6,204

 

6,372

 

Minimum pension liability

 

8,041

 

8,041

 

3,021

 

Other liabilities

 

2,582

 

1,943

 

1,476

 

Total liabilities

 

194,792

 

158,683

 

142,485

 

 

 

 

 

 

 

 

 

Shareholders’ equity

 

 

 

 

 

 

 

Preferred stock, $.01 par value, 5,000,000 shares authorized, none issued or outstanding

 

 

 

 

Common stock, $.01 par value, 150,000,000 shares authorized, 54,068,904 issued

 

540

 

540

 

540

 

Capital surplus

 

49,838

 

40,393

 

40,135

 

Retained earnings

 

199,956

 

184,409

 

166,263

 

Accumulated other comprehensive income (loss)

 

(4,888

)

(4,888

)

(1,837

)

Treasury stock,  8,798,609,  8,986,267 and 8,621,740 shares, at cost

 

(128,629

)

(131,430

)

(122,926

)

Total shareholders’ equity

 

116,817

 

89,024

 

82,175

 

Total liabilities and shareholders’ equity

 

$

311,609

 

$

247,707

 

$

224,660

 

 

6



 

ITT EDUCATIONAL SERVICES, INC.

 CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(unaudited)

 

 

 

Three Months
Ended September 30,

 

Nine Months
Ended September 30,

 

 

 

2003

 

2002

 

2003

 

2002

 

Cash flows provided by (used for) operating activities:

 

 

 

 

 

 

 

 

 

Net income

 

$

15,841

 

$

12,101

 

$

34,368

 

$

25,261

 

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

4,787

 

4,932

 

15,800

 

15,697

 

Provision for doubtful accounts

 

1,482

 

1,884

 

5,024

 

5,404

 

Deferred taxes

 

(1,006

)

128

 

(4,452

)

665

 

Increase/decrease in operating assets and liabilities:

 

 

 

 

 

 

 

 

 

Short-term investments

 

(7,687

)

(6,845

)

5,796

 

8,988

 

Accounts receivable

 

(3,103

)

(3,473

)

(5,994

)

(5,505

)

Direct marketing costs

 

148

 

486

 

139

 

88

 

Accounts payable and accrued liabilities

 

1,094

 

3,202

 

32,518

 

14,721

 

Prepaids and other assets

 

1,188

 

2,793

 

1,625

 

2,005

 

Deferred revenue

 

15,060

 

12,091

 

7,090

 

12,323

 

Net cash provided by (used for) operating activities

 

27,804

 

27,299

 

91,914

 

79,647

 

 

 

 

 

 

 

 

 

 

 

Cash flows provided by (used for) investing activities:

 

 

 

 

 

 

 

 

 

Facility purchases

 

(3,766

)

(19,843

)

(21,069

)

(19,843

)

Capital expenditures, net

 

(5,046

)

(3,003

)

(11,057

)

(12,315

)

Purchase of held to maturity invesments

 

(24,492

)

 

(24,492

)

 

Net cash provided by (used for) investing activities

 

(33,304

)

(22,846

)

(56,618

)

(32,158

)

 

 

 

 

 

 

 

 

 

 

Cash flows provided by (used for) financing activities:

 

 

 

 

 

 

 

 

 

Purchase of treasury stock

 

 

(10,001

)

(28,726

)

(34,552

)

Exercise of stock options

 

9,037

 

227

 

22,142

 

12,395

 

Net cash flow provided by (used for) financing activities

 

9,037

 

(9,774

)

(6,584

)

(22,157

)

 

 

 

 

 

 

 

 

 

 

Net increase (decrease) in cash, cash equivalents and restricted cash

 

3,537

 

(5,321

)

28,712

 

25,332

 

 

 

 

 

 

 

 

 

 

 

Cash, cash equivalents and restricted cash at beginning of period

 

156,212

 

99,817

 

131,037

 

69,164

 

 

 

 

 

 

 

 

 

 

 

Cash, cash equivalents and restricted cash at end of period

 

$

159,749

 

$

94,496

 

$

159,749

 

$

94,496

 

 

7


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