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Earnings Call: Q4 2021

Aug 19, 2021

Operator

I will now turn the conference over to our host, John Kristoff, Vice President of Communications and Investor Relations. Thank you. You may begin.

John Kristoff
VP of Communications and Investor Relations, Adtalem Global Education

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-K 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 and other quantitative information to be discussed today, as well as reconciliation of GAAP to non-GAAP measures, is available on our website. 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, Adtalem'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. With that, I'll now turn the call over to Lisa.

Lisa Wardell
Chairman and CEO, Adtalem Global Education

Thank you, John Kristoff. Thank you all for joining us on our 4th quarter 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 and fiscal year, I want to briefly outline our agenda for today's call.

I'll start off by discussing our results for the fiscal year and 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 12th, and perspectives on future growth under his leadership as the incoming CEO. The path of the COVID-19 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.

Turning to our results for the quarter and the fiscal year. Starting with the fourth quarter, 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-19 headwinds. Our healthcare institutions performed well as strong student outcomes continued 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 Called-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 will fund 100% 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 three years after graduation and passing the NCLEX exam. 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 providers strategy in action.

In our medical and veterinary schools May session, new student enrollment increased 12%, the highest May session new student 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 clinicals 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 Med and 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 school graduate counterparts, and that trend continues for our 2021 graduates.

To round out the Medical and Healthcare segment, Ross Vet'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 vectors 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 fourth 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 first 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 fourth 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.

Becker continues its leading position in the CPA test preparation market. Becker 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 to 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 Becker, in addition to his role as President of OCL. Josh was the interim leader at Becker, and he will continue to scale and leverage the two organizations' core competencies and strengths to help drive continued growth. On August 4th, we announced that we are beginning to explore strategic alternatives for our financial services segment.

This decision is consistent with our longstanding 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 of the 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 4th 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 8th. It has been a great honor serving as the CEO of Adtalem over the last five 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 pure play healthcare educator through our successful acquisition of Walden University, which we'll discuss in further detail later in the call. Delivering superior academic outcomes has been a primary focus for Adtalem throughout my five-year tenure as CEO, and I am immensely proud of everything we've achieved. This year, first-time residency match rates at Ross 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. At Chamberlain, 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 four 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. We positioned 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 expanded their product portfolios and customer bases, recruited world-class talent, and leveraged best-in-class capabilities across the segment, 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-executed succession plan has presented the opportunity to promote an internal successor who has been instrumental to the strategic direction and execution of Adtalem for the last four 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. Afterwards, Steve will provide some thoughts on recent announcements and the year ahead.

Bob Phelan
Interim CFO, Adtalem Global Education

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% to $1.1 billion, 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 fourth quarter, revenue increased 7.9% to $280.4 million on 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 $125.6 million in the fourth quarter, an increase of 8.3% compared with the prior year. Student services and administrative expense was $107.9 million in the fourth quarter, a 4.1% increase when compared with the prior year.

Consolidated operating income, excluding special items in the fourth quarter, increased 17.1% to $46.9 million, primarily driven by increased revenue and operating leverage across the business. Net income from continuing operations, excluding special items, was $35.1 million, a 14.9% increase compared with the prior year. Diluted earnings per share from continuing operations, excluding special items, was $0.70 compared to $0.58, a 20.7% year-over-year increase. Now turning to our segment results for the quarter. In medical and healthcare, revenue for the vertical was $223.5 million, a 5.7% increase compared with the prior year. Revenue in Chamberlain in the fourth 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 fourth 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, excluding special items for the fourth quarter, was $41.3 million, a 3.4% increase. The increase was driven by higher revenue in the segment, partially offset by higher operating costs. Turning now to our financial services segment. Fourth quarter revenue was $56.9 million, an increase of 17.8% compared with the prior year, driven by revenue growth at ACAMS, OnCourse Learning, and Becker. ACAMS revenue increased as the non-conference certification offerings continued 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. Fourth quarter operating income, excluding special items in the financial services segment, increased 29.8% to $11 million. Turning now to our balance sheet. We ended the fiscal year with cash and cash equivalents of $494.6 million and outstanding bank borrowings under our existing Term Loan B of $291 million. We repurchased 481,000 shares in the fourth quarter for a total of $18.4 million. In fiscal year 2021, we repurchased 2.9 million shares for a total of $100 million. As of June 30th, 2021, we had 49.3 million shares outstanding. Turning to cash flow in the fourth quarter, net cash provided by continuing operations was $56 million.

Our capital expenditures for the quarter totaled $13.8 million. As a result, free cash flow in the fourth quarter was $42.1 million. 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 $223.2 million. Capital expenditures totaled $48.7 million, resulting in a free cash flow of $174.5 million, compared with a free cash flow of $105.4 million 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 million of free cash flow on an annual basis. The strong free cash flow generation supports our commitment to delever the balance sheet to below two times 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 billion and $1.735 billion, and adjusted diluted earnings per share of $4.20-$4.45 from continuing operations, excluding special items. With that, I will now turn the call over to Steve.

Steve Beard
COO, Adtalem Global Education

Thanks, Bob. I'm honored to serve as Adtalem's next CEO and to lead the organization during such an exciting and pivotal time. Over the last four 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 Adtalem 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 physicians than any other school in the U.S., and having the largest undergraduate and graduate nursing enrollment in the U.S. 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, high-demand adjacencies, including the social and behavioral sciences, while also extending the customer life cycle 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, an innovative business model, and dynamic leadership. We're pleased to have completed the acquisition in the first quarter of fiscal 2022 as planned.

Turning to our financial expectations for Walden, we're excited about the incredible opportunities for revenue and margin expansion and remain extremely confident in achieving at least $60 million in annual run rate cost synergies. We expect to realize half of those run rate savings within the 1st year. Post-integration, we believe we'll generate more than $300 million 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 close, 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. We do so while continuing to deliver superior academic outcomes for our students, outcomes that propel 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. With that, I'll turn the call over to the operator for Q&A.

Operator

Thank you. Ladies and gentlemen, at this time, we'll be conducting our question and answer session. If you would like to ask a question, please press star 1 on your telephone keypad. A confirmation tone will indicate that your line is in the question queue. You may press the star key followed by the number 2 if you would like to remove your question from the queue. For participants using speaker equipment, it may be necessary to pick up your handset before pressing the star keys. Once again, to ask a question, press star 1 on your telephone. Our first question comes from Jeff Silber with BMO Capital Markets. Please state your question.

Jeff Silber
Analyst, BMO Capital Markets

Thanks so much. Lisa, I want to wish you all the luck in the world, and thank you for everything. Steve, best of luck to you as well in your new role.

Steve Beard
COO, Adtalem Global Education

Thank you.

Jeff Silber
Analyst, BMO Capital Markets

You talked a bit on the call about some of the clinical issues that you've been facing in some of the programs, and you're hoping that they're just transitory. Can we get a little bit more color? What's been happening with that, and when do you think they'll become non-transitory?

Lisa Wardell
Chairman and CEO, Adtalem Global Education

Yeah, absolutely. Let me start by saying this is in the medical school, so those clinicals for medical students at AUC and Ross who just finished their basic sciences, so not on the other side of Med+Health. As we talked about last quarter, there was a backlog simply because obviously there were hospitals that weren't taking clinical patients through COVID-19 and sort of getting to a place where clinicals could be in place. Certainly, we then had a backlog of students, and then, of course, we've got students coming through as enrollments have increased. It's really getting through that backlog into those hospital systems, which now have, for the most part, figured out, unless they're in a real surge area, figured out how to do both, because, of course it's helpful for them to have, frankly, the students in there and working et cetera.

If you think about it now, we prioritize those students who are waiting, right? We've got more students coming through the queue, but we see that over the next 2 quarters being able to level out. One of the things that the team has been able to do is actually expand our clinical partnerships through this whole process because, of course, we were having to sort of move regionally as COVID-19 surged. I'm sure there'll be more of that with the Delta variant and sort of the risk there. 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 one and into clinicals, some of them taking longer to get there, and then those students who are in the backlog into clinicals. 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 this past Q4, and we'll see more of that as we go into FY 2022.

Operator

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

Jeff Meuler
Analyst, Baird

Yeah, thank you, and congratulations to both of you. Just on the starting point on the guidance, just trying to understand what the Adtalem growth is. You said if the transaction closed at the end of the quarter, I think it would've been an $0.86 contribution. On a 12-month basis, it's $1.15. I guess, do we split the difference or just anything that you can say about what kind of Adtalem growth is assumed in the guidance?

Bob Phelan
Interim CFO, Adtalem Global Education

Yeah, 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.

Jeff Meuler
Analyst, Baird

Can you give us any sense of, you have, I guess, 3 different pieces. You have RemainCo, Adtalem, Med+Health. You have AcquiredCo, Walden, and then, I guess, DivestCo. 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?

Bob Phelan
Interim CFO, Adtalem Global Education

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

Lisa Wardell
Chairman and CEO, Adtalem Global Education

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 ACAMS and OCL, you're looking at double-digit growth of those organizations, and Becker also grew. We expect that trajectory to continue into FY 2022.

Jeff Meuler
Analyst, Baird

Okay, just given your response, Lisa, to the last question, that it sounds like the clinical headwinds should lessen, and as you said in the prepared remarks, you're getting back to some in-person conferences. The COVID-19 estimated impact was a $0.50 EPS headwind in 2021. What are you assuming in the 2022 guidance? Just wondering how much of the kind of Adtalem growth in the guidance is coming from a lessening of COVID-19 headwinds versus maybe more core growth.

Lisa Wardell
Chairman and CEO, Adtalem Global Education

Yeah, 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, we're lessening that gap, as I said, as the clinicals get filled. We do have to continue to monitor a couple things, right? One, on the ACAMS conferences, we had a successful in-person in Australia. We are scheduled to do so in Vegas, and you'll recall, Jeff, that that September conference is a big one. That's going to be hybrid, so we have options both ways. We'll need to continue to look at that. Just in general, across nursing enrollment, right? To date, we've really been able to navigate that, and in fact, the demand has been quite strong.

We all know that nursing, the profession in general, just like all healthcare workers, is seeing some fatigue and things like that. That's how I think about sort of the overall risks from a qualitative perspective, and I'll let Bob Phelan jump in on the guidance.

Bob Phelan
Interim CFO, Adtalem Global Education

Sure. On the guidance, I guess what I would say is part of the reason on the low end that we're actually at $420, because if you just did a calculation, you'd come up slightly higher than that. 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 there on the guidance, and that's both on the low end as well as the high end.

Jeff Meuler
Analyst, Baird

Okay, just one last one for me. Not sure if it's best for Steve or Lisa, or maybe do you both want to chime in. 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. You have an interim CFO for the time being. It seems like a lot going on to time a CEO transition. That's it for me. Thank you.

Lisa Wardell
Chairman and CEO, Adtalem Global Education

Yeah, I will start, and I'll let Steve jump in. 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. If you think about the portfolio, where it started, how we thought about streamlining that portfolio, and where we wanted that focus for the organization to be as we gravitated and, in fact, really proved out our right to win on the Med+Healthcare side, it made sense to pursue this transition. As you know, with this 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.

As I said, internally here at Adtalem, Steve has been a partner in this journey for a little over actually four years now. He is not coming into the seat 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. He also understands the challenges across the institution and what we really need to do to drive synergies. From my perspective, this really de-risks this entire transition because I am not going anywhere. I am going to be in that executive chairman role.

I'm going to be working with the team and with the board to make sure not only that this transaction and integration is 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. That's my $0.02. I'll let Steve jump in.

Steve Beard
COO, Adtalem Global Education

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. As Lisa pointed out, I've been involved in all these critical activities from their inception. Very, very immersed 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. I'm grateful for the opportunity. I'm equally grateful to 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.

Jeff Meuler
Analyst, Baird

Sounds good. Thank you.

Operator

Thank you. Our next question comes from Alex Paris with Barrington Research. Please state your question. Alex Paris, your line is open. Please unmute yourself.

Alex Paris
Analyst, Barrington Research

Yep. 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.

Lisa Wardell
Chairman and CEO, Adtalem Global Education

Thanks.

Alex Paris
Analyst, Barrington Research

A similar question to the last. Why is now the right time for a financial services strategic review to start with?

Lisa Wardell
Chairman and CEO, Adtalem Global Education

Yep. Great question. I will start and also let Steve Beard jump in. 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 that FinServ don't have a mission. I've always said that we are helping people remain relevant in their current roles and have a career journey and not just a job, and we do that on both sides.

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 are starting to really come to fruition here, whether it's marketing, technology, et cetera. 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 two. 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.

Steve Beard
COO, Adtalem Global Education

Yeah, 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-19 notwithstanding. Given the investments we've made in the what is now the core Med+Healthcare 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. 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 a ton of interest from lots of high-quality suitors.

We're excited about that process, and we believe it will end in a way that is highly valuable to our owners.

Alex Paris
Analyst, Barrington Research

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

Steve Beard
COO, Adtalem Global Education

No. That's something we have not disclosed at this point.

Alex Paris
Analyst, Barrington Research

Okay

Steve Beard
COO, Adtalem Global Education

we don't update at this time.

Alex Paris
Analyst, Barrington Research

All right. Has any of the assumptions changed? You had posted expectations for free cash flow in year one through four and adjusted EPS contribution year one through four. It sounds like that hasn't changed at all.

Lisa Wardell
Chairman and CEO, Adtalem Global Education

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

Alex Paris
Analyst, Barrington Research

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

Steve Beard
COO, Adtalem Global Education

That's correct. Obviously, we expect to receive the full $60 million within the first two years of the transaction. We expect to realize half of that in the first 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. We expect that to be back-end loaded in year one. We are committed to delivering the $60 within 24 months of close.

Alex Paris
Analyst, Barrington Research

Great. What's the expectation for the one-time costs associated with those synergies?

Bob Phelan
Interim CFO, Adtalem Global Education

The estimate was we've already incurred. Roughly $15 million. We estimate another $30 million for the current year, and then there will be roughly another $15 million in fiscal 2023.

Steve Beard
COO, Adtalem Global Education

$60 million in aggregate.

Bob Phelan
Interim CFO, Adtalem Global Education

Total.

Lisa Wardell
Chairman and CEO, Adtalem Global Education

Right.

Alex Paris
Analyst, Barrington Research

Okay, $60 million in synergies and at a one-to-one kind of cost basis.

Bob Phelan
Interim CFO, Adtalem Global Education

One-time $60 million cost for $60 million run rate synergies.

Lisa Wardell
Chairman and CEO, Adtalem Global Education

Annually.

Bob Phelan
Interim CFO, Adtalem Global Education

Annually.

Alex Paris
Analyst, Barrington Research

Right. Annually. Got it. All right, good. That sounds great. Thanks again. Appreciate the additional color.

Bob Phelan
Interim CFO, Adtalem Global Education

Of course. Thank you.

Lisa Wardell
Chairman and CEO, Adtalem Global Education

Thank you.

Operator

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

Gregory Pendy
Analyst, Sidoti

Hey, guys. Thanks for taking my question. Just one quick one. 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 million in synergies, just so that we have from a quarterly standpoint, a way to think about it?

Bob Phelan
Interim CFO, Adtalem Global Education

Yeah, I think there's a number of things. One is what Steve Beard just went through in terms of the fact that the $30 million of synergies would be back-end loaded really for the first year. That's one point. Also, what Lisa Wardell 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. 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. Really, once again, you're going to see lower numbers in the first quarter relative to that, and more in the second, third, and fourth.

Gregory Pendy
Analyst, Sidoti

Right, and then.

Lisa Wardell
Chairman and CEO, Adtalem Global Education

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, et cetera, to really put the planning process in place. 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.

Gregory Pendy
Analyst, Sidoti

Okay, great. 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. 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 and Becker?

Lisa Wardell
Chairman and CEO, Adtalem Global Education

Becker Health. Yeah, I think you're referring to the Becker Health test prep.

Gregory Pendy
Analyst, Sidoti

Okay

Lisa Wardell
Chairman and CEO, Adtalem Global Education

really small part of that business, couple of million dollars in revenue. We can get that for you, Greg, on the individual call, but not comparable to this type of multiple comparison.

Gregory Pendy
Analyst, Sidoti

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

Operator

Thank you. Just a reminder to ask a question, press star one on your telephone. Our next question comes from Jeff Silber with BMO Capital Markets. Please state your question.

Jeff Silber
Analyst, BMO Capital Markets

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 two, 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?

Lisa Wardell
Chairman and CEO, Adtalem Global Education

I think in some respects, it's a bit like Chamberlain, right? It's all about the session. By web example their Q3, our Q1, they had a session in August. They will not have another session or before our Q1, sorry, they will not have another session until we get into Q2 for some of their programs. Some of their programs are more interval. As we start reporting Walden as part of our ordinary course, you'll see that that will highlight then. You'll recall, for example, in July, we have that online-only session in Chamberlain, it 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.

Jeff Silber
Analyst, BMO Capital Markets

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

Bob Phelan
Interim CFO, Adtalem Global Education

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 at this point.

Lisa Wardell
Chairman and CEO, Adtalem Global Education

Yep.

Jeff Silber
Analyst, BMO Capital Markets

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

Lisa Wardell
Chairman and CEO, Adtalem Global Education

I think that we will be able to help you understand the trends info as we do today, right? In both Chamberlain and Walden, just as we do as we talk about vet, et cetera. Have no fear, Jeff.

Jeff Silber
Analyst, BMO Capital Markets

Okay, appreciate it. Okay, thanks so much. Appreciate that. Best of luck, you guys.

Lisa Wardell
Chairman and CEO, Adtalem Global Education

You're welcome.

Operator

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

John Kristoff
VP of Communications and Investor Relations, Adtalem Global Education

All right. Thank you everyone for joining us, and as always, if you have additional questions. Oh, sorry, Lisa had closing comments.

Lisa Wardell
Chairman and CEO, Adtalem Global Education

I just was going to say thank you to everybody who has been so supportive of us, certainly, during my tenure. I have to say, during this last year, the team here at Adtalem reminds us every day, and now soon to be Walden team also, we've had a lot of interaction with them. It reminds us every day why we come here and why we do what we do, and that this is really a social mission company. For all of you who are listening to this call, 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 role, and I know that you will be just as supportive to him. Thank you to all of you for joining our call today.

John Kristoff
VP of Communications and Investor Relations, Adtalem Global Education

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

Operator

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