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Earnings Call: Q4 2021

Aug 19, 2021

Speaker 1

Greetings, and welcome to the Adtalem Global Education 4th Quarter Fiscal Year 2021 Earnings Call. At this time, all participants are in a listen only mode. A question and answer session will follow the formal presentation. Please note that this conference is being recorded. I will now turn the conference over to our host, John Kristoff, Vice President of Communications and Investor Relations.

Thank you. You may begin.

Speaker 2

Thank you. I'd like to remind you that this conference call will contain forward looking statements within the meaning of the Safe Harbor provision of the Private Securities Litigation Reform Act of 1995 with respect to the future performance and financial condition of Adtalem Global Education that involve risks and uncertainties. Actual results may differ materially from those projected or implied by these forward looking statements. Potential risks, Uncertainties and other factors that could cause results to differ are described more fully in Item 1A Risk Factors of our most recent annual report on Form 10 ks filed with the SEC and our other filings with the SEC. Any forward looking statement made by us is based only on the information currently available to us and speaks only as of the date on which it was made.

We undertake no obligation to publicly update any forward looking statement whether written or verbal that may be made from time to time whether due to new information, Future developments or otherwise, except as required by law. During today's call, our commentary will refer to non GAAP financial measures, which are intended to supplement, though not substitute for, our most direct comparable GAAP measures. Our press release, which contains the GAAP financial Please note that all financial results and comparisons made during today's call are on a continuing operations basis, exclude special items and are in comparison to the prior year period unless otherwise stated. Telephone and webcast replays of today's call are available for 30 days. To access the replays, please refer to today's press release.

We'll begin today's presentation with prepared remarks from Lisa Wardell, At Talend's Chairman and Chief Executive Officer Bob Phelan, Interim Chief Financial Officer and Steve Beard, Chief Operating Officer. Following the prepared remarks, we'll have a question and answer session. And with that, I'll now turn the call over to Lisa.

Speaker 3

Thank you, John. Thank you all for joining us on our Q4 and full year 2021 earnings call. Fiscal 2021 was a year of significant progress at Adtalem as we continue to strengthen our position as a leading workforce solutions provider. This year, we further extended our mission to be the market leader in healthcare education, helping employers address the critical workforce shortages and talent gaps that exist in the medical and healthcare sectors, while continuing to expand access to education within diverse communities. With the completion of the Walden acquisition, we are even better positioned going forward to address the increasing demand for Healthcare workers, and we are uniquely positioned to help underserved communities.

Before we get into the results for the quarter fiscal year, I wanted to briefly outline our agenda for today's call. I'll start off by discussing our results for the fiscal year quarter, our decision to begin exploring strategic alternatives for our Financial Services segment and the ongoing CEO transition. I'll then hand Over to Bob to discuss our results in greater detail. Steve will then conclude by discussing the successful close of the Walden transaction, which we announced on August 12 and perspectives on future growth under his leadership as the incoming CEO. The path of the COVID-nineteen virus and the broader macroeconomic environment remain unpredictable and the alarming rise in the new cases and hospitalizations related to the Delta variant magnify the increasing need for skilled healthcare workers, particularly in underserved communities.

We are energized that Adtalem will be able to play an even greater role in solving these worker shortages through the increased scale and differentiated capabilities made possible by our acquisition of Walden. Now turning to our results for the quarter and the fiscal year. Starting with the Q4, we had a solid finish to the year as our strategy continued to deliver results. Our strong financial performance was driven by increasing demand for our Programs and offerings, strong student outcomes across our institutions and programs and previous investments in marketing. Financial Services delivered particularly strong performance with nearly 18% revenue growth in the quarter as the leadership changes and prior investments continued to drive improved operating performance.

Our full year performance was in line with our outlook Despite lingering COVID-nineteen headwinds, our healthcare institutions performed well as strong student outcomes continue to drive demand for the programs. New student enrollment at our medical and veterinary institutions, for example, grew 12% in the May session. Starting with the Medical and Healthcare segment. At Chamberlain, new student enrollment increased approximately 4% in the May session with growth in total student enrollment of about 5%, driven by growth in our campus based BSN and doctorate level programs. We continue to see strength in total enrollment across our campuses, including evening weekend and hybrid options.

We also had the cap on our New Orleans program lifted, while our New Brunswick campus had their cap increased. In May, Chamberlain and LCMC Health established a program to address LCMC's workforce needs. This innovative Call to Care Scholars program is the first of its kind nursing program that addresses the need for more nurses by expanding access for RNs to obtain a BSN degree. Through a forgivable loan program, LCMC Health We'll fund 100 percent of tuition costs for up to 90 BSN students per year through this alliance with Chamberlain. In exchange for those students committing to work for LCMC Health for up to 3 years after graduation and passing the NCLEX exam.

And just last week, we signed an agreement with Emory Healthcare in Atlanta, one of our most innovative and forward thinking partners. Emory is working to address the enormous nurse staffing challenges across the country and is committed to supporting their experienced registered nurses achieve a BSN. Emory chose to partner with Chamberlain based on the depth and quality of its RN to BSN program and the superior student outcomes that Chamberlain continues to demonstrate in all of its nursing programs. These partnerships are perfect examples of our workforce solutions provided strategy in action. In our medical and veterinary schools May session, new student enrollment increased 12%, the highest May session new students start in over six years.

Total student enrollment declined 1% as we continue to work through the pandemic induced backlog of students waiting to begin clinical in Q4. I also want to say I'm very proud of the more than 1,000 Ross Med and AUC students who graduated in May, An incredible achievement in the face of the pandemic. First time residency match rates at Ross Med and AUC were both 91%. Historically, Ross Medin AUC graduates have entered primary care where the physician shortage is projected to be most severe at twice the rate of their U. S.

Medical graduate counterparts, and that trend continues for our 2021 graduates. To round out the medical and healthcare segment, Ross Beck's May session new enrollment was in line with last year's strong May session, reflecting continued interest in the veterinary profession and returns on previous investments in student support and marketing. We believe that the strong demand for veterinarians will continue post pandemic. Turning to our Financial Services segment. Strong revenue growth continued in Q4.

Our ability to capture demand generated by strong secular trends delivered double digit revenue growth. We're also establishing prominent growth factors to enable expansion and Diversification into new markets. Investments in new offerings are positioning the segment for long term growth. With respect to each of our individual programs, ACAMS, the premier anti financial crimes organization, continued to see strong demand in the 4th quarter. Non conference revenue increased 19% in the quarter driven by demand for compliance certification.

In Q4, year over year conference revenue was substantially higher as ACAMS held its 1st in person conference since the start of the pandemic. The Australia conference in June was the inaugural event in the region and successfully hosted nearly 260 in person attendees. The next planned in person event is the Las Vegas conference scheduled for the end of September for both in person and virtual participants. The pandemic remains a dynamic situation, and we will continue to monitor it closely. The favorable mortgage environment continued in the 4th quarter and OnCourse Learning leveraged its leading position to drive strong mortgage pre licensing sales results.

Continuing education sales also grew as businesses are retaining a high number of mortgage loan officers to meet refinance and new purchase mortgage needs. OCL is well positioned to drive long term growth as we continue to build new relationships and expand existing ones. Becca continued its leading position in the CPA test preparation market. Becca CPA test preparation sales grew slightly in the quarter As hiring among large CPA firms and our institutional clients improved, Becker is poised to capture future CPA review demand as the test taker market returns pre COVID levels. Becker's continuing education offerings performed well and remain a source of future growth, attracting B2B and B2C customers.

In July, we named Josh Braunstein as President and Managing Director of Becca in addition to his role as President of OCL. Josh was the interim leader at Becca, and he will continue to scale and leverage the 2 organizations' core competencies and strength to help drive continued growth. On August 4, we announced that we are beginning to explore strategic alternatives for our Financial Services segment. This decision is consistent with our long standing commitment to delivering long term shareholder value and is a natural progression of our efforts to focus the portfolio on the healthcare industry. Each of the brands within our financial services portfolio are the leaders in their respective markets.

Together, they comprise a premium platform in an industry with attractive tailwinds as the regulatory and compliance burdens on the financial services industry proliferate, driving increased demand for the unique solutions that these businesses offer. As we said at the time of the announcement, no timetable has been established for the completion strategic review and as the Adtalem Board approves specific actions or otherwise concludes the strategic review, we will disclose further developments to our stakeholders. I want to take this opportunity to reiterate my thanks to the entire Financial Services team whose hard work and dedication have created a highly attractive set of businesses, enabling us to take this path. I am extraordinarily proud of the teams at ACAMS, OCL and Becker. Alongside the financial services news, we also announced on August 4 That Steve Beard will succeed me as the CEO, and I will transition to the role of Executive Chairman of our Board of Directors Effective September 8, it has been a great honor serving as the CEO of Adtalem over the last 5 years.

During that time, we have redefined the company's identity, built a diverse, inclusive and mission driven culture, streamlined our portfolio of institutions and brands, delivered strong returns and value to our shareholders and repositioned the company to become a Delivering superior academic outcomes has been a primary focus for Adtalem throughout my 5 year tenure as CEO, And I am immensely proud of everything we've achieved. This year, first time residency match rates at Ralph Med and AUC were both 91%, More than 70% of our 2019 2020 medical graduates chose to enter critical roles in the primary care across all 50 U. S. States and Puerto Rico. And at Chamberlain, we have received we have first time NCLEX pass rates of over 91 These outcomes demonstrate that our dedication has paid off, and we remain committed to building a pipeline of highly qualified talent to solve complex issues in the healthcare industry.

Adtalem is in a position of strength and is set up for long term growth. Following a solid end to the year, I am so excited about the future of Adtalem under Steve's leadership. Many of you have witnessed Steve's operational and strategic expertise over the last 4 years in the various positions he's held at Adtalem, first serving as our General Counsel and then as our Chief Operating Officer. Steve's leadership has been instrumental as we divested non core assets such as Adtalem Brazil, DeVry University and Carrington College, repositioned our financial services companies for long term profitable growth, attracted key leadership talent to the company and energized and aligned the team around our enterprise strategy. Under Steve's leadership of the Financial Services segment, the brands have enhanced their market leadership positions, diversified and resulting in double digit revenue growth and expanded operating margins.

Steve also spearheaded our successful acquisition of Walden and drove the integration planning process, marking a pivotal step in expanding our scale as a leading workforce solutions provider. Navigating leadership transitions is a core competency of a highly effective Board, and I am gratified that a well designed and well Succession plan has presented the opportunity to promote an internal successor who has been instrumental to the strategic direction and execution of Antalem for the last 4 years. I'm looking forward to continuing to partner with Steve, my fellow directors and our leadership team to continue driving results and superior student outcomes. Now I'd like to turn over to Bob to discuss our results in further detail, after which Steve will provide some thoughts on recent announcements and the year ahead.

Speaker 4

Thank you, Lisa, and hello, everyone. We delivered fiscal year 2021 revenue growth in the middle of the range of our prior full year outlook and EPS growth near the top of that range. Fiscal 2021 revenue increased 5.7 percent to $1,100,000,000 driven by growth in both medical and healthcare and financial services. Diluted earnings per share from continuing operations, Excluding special items, for the fiscal year 2021 was $2.98 a 30.7% increase from the prior year. In the Q4, revenue increased 7.9 percent to $280,400,000 and strong demand across our businesses, driven by the strength of our student outcomes and our investments in marketing and new offerings.

Cost of educational services was 125 $600,000 in the 4th quarter, an increase of 8.3% compared with the prior year. Student services and administrative expense was $107,900,000 in the 4th quarter, a 4.1% increase when compared with the prior year. Consolidated operating income excluding special items in the 4th quarter increased 17.1 percent to $46,900,000 primarily driven by increased revenue and operating leverage across the business. Net income from continuing operations, excluding special items, was $35,100,000 a 14.9% increase compared with the prior year and diluted earnings per share from continuing operations, excluding special items, was $0.70 compared to $0.58 a 20.7 percent year over year increase. Now turning to our segment results for the quarter.

In Medical and Healthcare, revenue for the vertical was $223,500,000 a 5.7% increase compared with the prior year. Revenue in Chamberlain in the 4th quarter increased 5.3 compared with the prior year period, driven by continued growth in new student enrollment. New and total student enrollment increased 3.6% and 4.6%, respectively, for the May session. Revenue for the medical and vet schools in the 4th quarter increased 6.3% compared with the prior year, primarily driven by new student enrollment growth. New student med and vet enrollment in the May session grew 12.3%, while total enrollment in the session decreased 1.2%.

As Lisa mentioned, total enrollment was negatively impacted by the clinical placement headwinds we view as transitory. Medical and Healthcare segment operating income, The increase was driven by higher revenue in the segment, partially offset by higher operating costs. Turning now to our Financial Services segment. 4th quarter revenue was $56,900,000 an increase of 17.8% compared with the prior year, driven by revenue growth at ACAMS, iCourse Learning and Becker. ACAMS revenue increased as the non conference offerings continue to perform well and conference revenue began to show a recovery.

OnCourse Learning's continued focus on execution In a favorable mortgage market and strength in its continuing education business drove increased revenue in the quarter. Becker's revenue increase was driven by growth in its continuing education program offerings and an increase in CPA exam prep. 4th quarter operating income excluding special items in the Financial Services segment increased 29.8 percent to $11,000,000 Turning now to our balance sheet. We ended the fiscal year with cash and cash equivalents of $494,600,000 and outstanding bank borrowings under our existing term loan B of $291,000,000 We repurchased 481,000 shares in the 4th quarter for a total of $18,400,000 In fiscal year 2021, we repurchased 2,900,000 shares for a total of $100,000,000 As of June 30, 2021, we had 49,300,000 shares outstanding. Turning to cash flow in the 4th quarter.

Net cash provided by continuing operations was $56,000,000 Our capital expenditures for the quarter totaled $13,800,000 As a result, free cash flow in the 4th quarter was $42,100,000 As a reminder, we define free cash flow as cash provided by continuing operations less capital expenditures. For the full fiscal year, net cash provided by continuing operations was $223,200,000 Capital expenditures totaled $48,700,000 resulting in a free cash flow of $174,500,000 compared with a free cash flow of $105,400,000 in the prior period. As previously discussed, we continue to expect significant free cash flow growth in the coming years. Post Walden integration, we would expect Adtalem to generate Over $300,000,000 of free cash flow on an annual basis. The strong free cash flow generation supports our commitment to delever the balance sheet to below 2x net leverage within 24 months.

Moving on to our outlook. With the close of the Walden acquisition, we will present our future financials on an adjusted basis. For the full fiscal year 2022, We expect revenue to be within the range of $1,685,000,000 $1,735,000,000 and adjusted diluted earnings per share of $4.20 to $4.45 from continuing operations excluding special items. With that, I will now turn the call over to Steve.

Speaker 5

Thanks, Bob. I'm honored to serve as Alum's Next CEO and to lead the organization during such an exciting and pivotal time. Over the last 4 years, Lisa and I have worked closely together as she led the company's repositioning to a leading workforce solutions provider with the scale to help solve complex challenges for our employer partners. Anyone who works with Lisa knows she is deeply committed to high performance and positive social impact. Her leadership has resulted in superior student outcomes and significant value creation for our shareholders, leaving us well positioned for long term growth.

On behalf of the entire Aptalem family, I want to thank Lisa for her extraordinary contributions to our collective mission. Whatever success we enjoy in the future rests fully and entirely on the strength of the foundation she has built. Thank you, Lisa. I look forward to partnering with you as Chairman of the Adtalem Board. Last Thursday, we announced the successful close of our acquisition of Walden University, positioning Adtalem as a leading healthcare educator, providing more licensed positions than any other school in the United States and having the largest undergraduate and graduate nursing enrollment in the United States.

This transaction is a pivotal step in expanding our scale as a workforce solutions provider and enables us to better address Critical workforce shortages and inequities that exist in the healthcare sector. As you know, there continues to be strong demand for healthcare practice and healthcare support professionals, with demand currently exceeding supply by 44% and 9%, respectively. With a concentration of online graduate level health and behavioral sciences programs that are highly complementary to our core curriculum, Walden significantly expands our national healthcare education footprint and will further enable us to reimagine the future of healthcare education. Walden immediately strengthens our core nursing offering and allows us to expand into attractive I demand adjacencies, including the social and behavioral sciences, while also extending the customer lifecycle from pre licensure programs to graduate and advanced degrees. All of this will have a direct benefit to our employer partners, make us more competitive and ultimately generate significant long term shareholder value.

Walden is a high quality asset with market leading programs and innovative business model and dynamic leadership. We're pleased to have completed the acquisition in the Q1 of fiscal 2022 as planned. Turning to our financial expectations for Walden, we're excited about the incredible opportunities for revenue and margin expansion We remain extremely confident in achieving at least $60,000,000 in annual run rate cost synergies. Moreover, we expect to realize half of those run rate savings within the 1st year. Post integration, we believe we'll generate more than $300,000,000 of free cash flow annually and significant adjusted earnings per share accretion of $1.15 in the 1st 12 months and $2.35 by year 4.

Our integration of Walden kicked off immediately after closed and we're delighted to welcome more than 6,000 new Walden colleagues to Adtalem. We're also pleased to officially welcome Paula Singer, who will continue to serve as Walden's President, Managing Strategy and operations for the university. In closing, I am bullish on Adtalem's future and excited about our next phase of growth. With our acquisition of Walden now complete, we are establishing A market leading position in the rapidly growing healthcare sector. And we do so while continuing to deliver superior academic outcomes for our students, Outcomes that propelled the kind of successful career journeys that change lives and lift communities.

Our role in helping to meet the significant demand for diverse and qualified healthcare professionals is one of the more compelling attributes of our strategy. These talent shortages worsened by the pandemic create a tremendous market opportunity for qualified graduates in the health and behavioral sciences professions. We are extremely gratified to be able to play an increasingly important role in meeting this market demand and do so at a time when global health has never been more important. And with that, I'll turn the call over to the operator for Q and A.

Speaker 1

Thank you. And ladies and gentlemen, at this time, we'll be conducting our question and answer session. It may be necessary to pick up your handset before pressing the star keys. Our first question comes from Jeff Silber with BMO Capital Markets. Please state your question.

Speaker 6

Thanks so much. And Lisa, I want to wish you all the luck in the world and thank you for everything and Steve, best of luck to you as well in your new role. That you've been facing in some of the programs and you're hoping that they're just transitory.

Speaker 7

Can you

Speaker 6

give a little bit more color what's been happening with that? And when do you think they'll become non transitory?

Speaker 8

Yes, absolutely. And let me start by saying this is in the medical school. So those clinicals for medical students at AUC and Ross who are who just finished the best basic So I'm not on the other side of Med Health. So as we talked about last quarter, there was a backlog simply because obviously there We're hospitals that were taking clinical patients through COVID and sort of getting to a place where Clinical could be in place. Certainly, we then had a backlog of students.

And then, of course, we've got Coming through as enrollments have increased. And so it's really getting through that backlog into those hospital systems, which now For the most part figured out in a real surge area figured out how to do both because of course it's helpful for them to have The frankly the students in there and working etcetera. And so if you think about it now, we've got some We prioritize those students who were waiting, right? We've got more students coming through the queue, but we see that over the next Couple of quarters being able to level out. One of the things that the team has been able to do is actually And our clinical partnerships through this whole process because of course we were having to sort of move regionally as COVID surged.

I'm sure there'll be More of that with the delta variant and sort of the risk there. So in the medium and long term, Jeff, this is going to be Beneficial for us because it really does expand the number of slots that we have across the network of our clinical operations. In the short term, we've got to get those newer students through step 1 and into clinicals, some of them taking longer to get there and then those students who are in the backlog into clinical. So another couple of quarters, I think, last quarter we said this was going to be something that was going to rectify in FY 2022. We got a bit of that done Past Q4 and we'll see more of that as we go into FY 2022.

Speaker 1

Thank you. And our next question comes from Jeff Meuler with Baird. Please state your question.

Speaker 7

Yes. Thank you and congratulations to both of you. So just on the starting point on the guidance, just trying to understand like what the At Talem Growth is so you said if the transaction closed at the end of the quarter, I think it would have been an $0.86 Contribution, if it on a 12 month basis, it's $1.15 So I guess do we split the difference Just anything that you can say about what kind of Adtalem growth is assumed in the guidance?

Speaker 9

Yes. I think the best answer is to split that difference. And you wind up at about $1 In terms of the incremental EPS accretion at that point.

Speaker 7

Okay. So can you Give us any sense of you have, I guess, 3 different pieces. You have remainco At Talendical and Health, you have acquired Co, Walden and then I guess, Divasco Financial Services is still in the guidance. Can you give us any sense of what kind of growth you're expecting for different parts of the business, especially since that Part of what's in guidance is expected to no longer be in the company by the end of the year?

Speaker 9

Yes. I think at this point what I would say is that our guidance relatively consistent with what we've done with guidance in the past, which is in that 5% to 7% range, whether you're talking about the Adtalem Previous Adtalem or Adtalem plus Walden. So that's the way I would look at that range on the low and high end.

Speaker 8

And just to jump in a little bit on the financial services side, obviously, they had a great quarter And certainly for both we don't break them out, but certainly on ACHF and OCL, you're looking at double digit growth in those organizations and Becker also grew. So we expect that trajectory to continue into FY 2022.

Speaker 7

Okay. And then just given your response, Lisa, to the last question that it sounds like the clinical headwind should lessen. And as you said in the prepared remarks, you're getting back to some in person conferences. The COVID estimated impact was a $0.50 EPS headwind in 20 And 2021, what are you assuming in the 2022 guidance? Just wondering how much of the kind of Adtalem growth And the guidance is coming from a lessening of COVID headwinds versus maybe more core growth?

Speaker 8

Yes. I'll let Bob jump in on the EPS piece, but let me just say from sort of those risks and the continuing COVID risk, you can sort of see in Med Health that the total students were lessening that gap as I said as the clinical get Phil, but we do have to keep continue to monitor a couple of things, right? 1, on the ACAMS conferences, we had a successful In person in Australia, we are scheduled to do so in Vegas and you'll recall that Jeff, that September conference is a big one. We also have that's going to be hybrid. So we have options both ways.

But we'll need to continue to look at that. And just in general Cross nursing enrollment, right? To date, we've really been able to navigate that. And in fact, the demand has been quite strong. But we all know, right, that Nursing, the profession in general, right, just like all health care workers is seeing some fatigue and things like that.

So that's how I think about sort of the overall risks from a qualitative perspective. And I'll let Bob jump in on the guidance.

Speaker 9

Sure. On the guidance, I guess, what I would say is that's part of the reason on the low end that we're actually at 420 because if you just did a calculation, you'd Slightly higher than that. But with the variation due to not knowing where we're going to be with COVID, we wanted to provide a little bit more of a wider range They're on the guidance. And that's both on the low end as well as the high end.

Speaker 7

Okay. And then just one last one for me. I'm not sure if it's For Steve or Lisa or maybe you both want to chime in. But I guess why is now the right time for A CEO transition, while you have a large divestiture pending and a large acquisition Closing, it seems like a lot to and you have an interim CFO for the time being. So it seems like a lot going on to time a CEO transition.

That's it for me. Thank you.

Speaker 8

Got it. So I will start and I'll let Steve jump in. So For me, this is actually a perfect time as I think about my time in this seat and in this role a little over 5 years now. So if you think about the Portfolio where it started, how we thought about streamlining that portfolio and where we wanted that focus the organization to be as we gravitated and in fact really proved out our right to win on the Med Health Care side, it made sense to This transition as you know with this transition as well I mean transaction as well as most transactions in this space. We had 10 months to really do 2 things.

1, prepare for the synergies and 2, to prepare for what does the future look like And who is best served to take us on that next piece of the journey. And as I said internally here at Atallum, Steve has been a partner in this journey for almost a little over actually 4 years now. So he is not coming into the Without a great understanding both of our mission and where we need to really focus from an academic outcome perspective, That's important both for our internal stakeholders, but also external. I mean, that's why we're here and why we come here every day. Buddy also understands the challenges across the institution and what we really need to do to drive synergies.

And so from my perspective, This really derisks this entire transition because I am not going anywhere. I am going to be in that Executive Chairman Roll, I'm going to be working with the team and with the Board to make sure not only that this transaction and integration It's successful, but also to continue to tell our story as it relates to what we're really trying to do and change in the Healthcare Education Industry. So that's my $0.02 I'll let Steve jump in.

Speaker 10

Not a lot I can add to that except to reiterate that Both sides of the leadership transition are really intended to ensure continuity and no loss of momentum over time. So as Lisa pointed out, I've been involved in all these critical activities from their inception. Very, very immense in the near term activity whether it's Related to the integration of Walden, whether it's related to the divestiture of the finserv assets, whether it's related to What we're attempting to do in this coming fiscal year from a performance perspective. So I'm grateful for the opportunity. I'm equally grateful have Lisa as a partner as the Chair of our Board.

That's a critical role as we go through these activities, and you can believe I'm not letting her off the hook Anytime soon.

Speaker 7

Sounds good. Thank you.

Speaker 1

Thank you. Our next question comes Alex Paris, your line is open. Please unmute yourself.

Speaker 11

Yes, sorry, I was on mute. I apologize. Congratulations on the strong finish to the year and a special congratulations to Steve and Lisa. Steve on the promotion and Lisa on your numerous accomplishments during your tenure. It's been great working with you.

Speaker 10

Thanks, Jeff.

Speaker 11

So A similar question to the last, why is now the right time for a financial services strategic review to start with?

Speaker 8

Yes. Great question. So I will start and also let Steve jump in. So we have always said that As we think about the portfolio, we want to make sure that we are focused on those areas where we can really drive Momentum across the entire portfolio. Obviously, when we signed the transaction to acquire Walden University, We really had shifted the center of gravity of the organization to medical and healthcare.

That certainly doesn't mean that we believe the financial Services don't have a mission, I've always said, right, that we are helping people remain relevant in their current And have a career journey and not just a job and we do that on both sides. But in terms of timing, this is a time where These businesses are on a great growth trajectory where a lot of the investments that we've made and talked about with you all Quarter in and quarter out have are starting to really come to fruition here whether it's marketing, Technology, etcetera. And we also have the right leadership and teams in those organizations now, which as you all know, we went through those transitions Over the last year or 2. So from our perspective, this is the right time for us to determine a home that can really focus On them and the financial services programs and offerings that they have.

Speaker 10

Yes. I would concur with all of that. The overall trajectory of the Finserv businesses is one that we're quite proud of at this point. We feel really good about the leadership that are in place. We think that we've got better visibility into the forward momentum of those businesses, COVID notwithstanding.

And given the investments we've made in the what is now the core health care business, we think it's a great time to try to realize that value for our shareholders and find a home for those businesses where they can continue to grow And continue to be the beneficiary of investments to grow consistent with their trajectory. So we're excited about that. Since the announcement, We've gotten lots of inbound interest. We think these are highly attractive assets that are going to attract ton of interest from lots of high quality Suitors. So we're excited about that process and we believe it will end in a way that is highly valuable to our owners.

Speaker 11

Great. Well, thanks for that additional color. A question about Weldon. At the time of the acquisition announcement last September, you gave trailing 12 months Revenue and adjusted EBITDA. Can you do that now on a trailing 12 month basis or will you do that now?

Speaker 9

No. That's I mean that's something we have not disclosed at this point. So I would just say we don't update at this time.

Speaker 11

All right. And then has any of the assumptions changed? You had posted expectations for free cash flow in year 1 through 4 and adjusted EPS Contribution year 1 through 4. It sounds like that hasn't changed at all.

Speaker 8

That's correct. The only thing We've said we're saying, at the beginning of this was, we obviously will have not the full 12 months in this fiscal year, You're just a month and a half, but if you right size the EPS on that absolutely it's nothing has changed.

Speaker 11

Okay, great. And then the last question and I'll let you go is, I think you said $60,000,000 worth of synergies. I just didn't jot it down quick enough. Is it half in fiscal 2022 and then the full $60,000,000 in fiscal 2023 and beyond? Is that what you said?

Speaker 10

That's correct. I mean, obviously, we expect to receive the full $60,000,000 within the 1st 2 years of the transaction. We expect to realize half of that in 1st year, we don't necessarily expect to realize that on a ratable basis across the year given we've just taken possession of the asset. So we expect that to be back end loaded In year 1, but we are committed to delivering the 60 within 24 months at close.

Speaker 11

Great. And then what's the expectation for the one time costs

Speaker 9

It was we've already incurred roughly $15,000,000 We estimate another $30,000,000 for the current year And then there will be roughly another $15,000,000 in fiscal 'twenty three. $60,000,000

Speaker 10

in ACRE. Total. Right.

Speaker 8

Okay.

Speaker 11

So $60,000,000 in synergies and at a one to one kind of cost basis?

Speaker 10

One time $60,000,000 cost or $60,000,000 run rate synergies. Annual. Annual.

Speaker 11

Right. Annual. Got it. All right. Good.

That sounds great.

Speaker 1

Our next Question comes from Gregory Pendy with Sidoti. Please state your question.

Speaker 12

Just one quick one. I mean, just in light of the annual guidance, you said On the prior question, it's not going to happen ratably. Can you give us a little bit of color on how to think about the cadence as it is back half loaded As you sort of build to that $30,000,000 in synergies just that we have kind of from a quarterly standpoint a way to think about it?

Speaker 9

Yes. I think there's a number of things. One is what Steve just went through in terms of the fact that the $30,000,000 Synergies would be back end loaded really for the 1st year. So that's one point. But also, what Lisa had talked about is with the clinicals, That's another thing that we would be again looking at a little bit more back end loaded in terms of getting that back.

And then the other thing I should point out is just the fact that we're closing in August on the Walden transaction is that We've only got a half of a quarter for that. So really once again you're going to see lower numbers in the Q1 relative That's and more in the second, third, 4th.

Speaker 8

And Greg, the only thing I would add to that is Sorry. The only thing I would add to that is, we're confident in those numbers because we're hitting the ground running because we've had 10 months basically For better or for worse, we've had 10 months waiting for regulatory approvals etcetera to really put the planning process in place. So it's not so much We have the plan. It's just that, as Bob said, we will only have them about half of Q1.

Speaker 12

Okay, great. And then just one last final one. If I'm not mistaken, in the past, maybe a few years ago, you sold your test prep Business for veterinary? And if I am correct, can you talk a little bit about the valuation that you received for that as we kind of think about financial services in Becker?

Speaker 8

Yes. I think you're referring to the Becker Health test prep, which was Okay. So the release is all part of that business company. Yes. Couple of $1,000,000 in revenues.

We can get that for you, Craig, On the individual call, but not comparable to this type of multiple comparison.

Speaker 12

Got it. Okay, fair point. Okay, thanks a lot.

Speaker 1

Our next question comes from Jeff Silber with BMO Capital Markets. Please state your question.

Speaker 6

I'm sorry, I got cut off earlier. I don't know if this was asked, but you did talk about the Walden impact for 2022. You mentioned that You only have half a quarter's worth this year and how the synergies are going to be back end loaded. Beyond those 2, can we talk about the Cadence of the Walden business by quarter, are there any peaks and valleys that we should be aware of on a seasonal basis?

Speaker 8

Yes. So I think in some respects, it's a bit like Chamberlain, right? So it's all about the session. So by way of example there Q3, our Q1, they had a session in August, They will not have another session or before our Q1, so they will not have another session until we get into Q2 For some of their programs, some of their programs are more interval. So as we start reporting Walden As part of our ordinary course, you'll see that we'll highlight that.

And you'll recall, for example, in July, we have that online only session So changes the numbers, we'll make sure that we get that to you so that you don't have to dig for it as we add them to the reporting.

Speaker 6

So are you going to be reporting Walden as a separate segment as well?

Speaker 9

I think we have to work on determining how we're going to report segments at this point. That's something that's still in the works that was underway.

Speaker 6

Yes. Okay. But hopefully we'll get enrollment data and hopefully revenue and EBITDA data from Walden separately even if it's not a separate segment?

Speaker 8

I think that we will be able to help you understand the trends as we do today, right, in both

Speaker 1

Thank you. That concludes our question and answer session. I'll now turn it back to John Kristoff for closing remarks.

Speaker 2

All right. Thank you, everyone, for joining us. And as always, if you have additional questions Sorry, Lisa had a closing comments.

Speaker 8

No, I just was going to say thank you to everybody who has been so supportive of us, Certainly, during my tenure and I have to say during this last year, the Team here at Attellum reminds us every day, and now soon to be Walden team also we've had a lot of interaction with them. Reminds us every day why we come here and why we do what we do. And that this is really a social mission company. And for all of you who are listening to I just so appreciate the support that you've shown me and I'm really excited about partnering with Steve and watching him in this And I know that you will be supportive to him. So thank you to all of you for joining our call today.

Speaker 2

Thanks, Lisa. That concludes our call. Thank you, everyone.

Speaker 1

Thank you. This concludes today's call. All parties may disconnect. Have a great day. Thank you.

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