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):  November 5, 2015



ITT EDUCATIONAL SERVICES, INC.
(Exact name of registrant as specified in its charter)


Delaware
 
1-13144
 
36-2061311
(State or other
 
(Commission
 
(IRS Employer
jurisdiction of
 
File Number)
 
Identification No.)
incorporation)
       


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


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

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

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

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

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

 
 

 

Item 2.02.
Results of Operations and Financial Condition.

The press release issued by ITT Educational Services, Inc. (the “Company”) dated November 5, 2015 reporting the Company’s results of operations and financial condition for the Company’s fiscal quarter ended September 30, 2015, is incorporated herein by reference and furnished to the Securities and Exchange Commission with this report as Exhibit 99.1.
 
 
Item 9.01.
Financial Statements and Exhibits.
 
 
(d)
Exhibits:

The following exhibit is being filed herewith:

Exhibit No.                                    Description

 
99.1
Press Release issued by ITT Educational Services, Inc. dated November 5, 2015.


 
 
2

 
Except for the historical information contained herein, the matters discussed in this document are forward-looking statements within the meaning of the Private Securities Litigation Reform Act. Forward-looking statements are made based on the current expectations and beliefs of the company’s management concerning future developments and their potential effect on the company. The company cannot assure you 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: the impact of the company’s late filings with the SEC, including the 2014 Form 10-K and the first quarter 2015 Form 10-Q; the impact of adverse actions by the U.S. Department of Education related to certain deficiencies, the action by the U.S. Securities and Exchange Commission against the company and the company’s failure to submit its 2013 audited financial statements and 2013 compliance audits with the U.S. Department of Education by the due date; the impact of the consolidation of variable interest entities on the company and the regulations, requirements and obligations that it is subject to; the inability to obtain any required amendments or waivers of noncompliance with covenants under the company’s financing agreement; the company’s inability to remediate material weaknesses, or the discovery of additional material weaknesses, in the company’s internal control over financial reporting; the company’s exposure under its guarantees related to private student loan programs; the outcome of litigation, investigations and claims against the company; the effects of the cross-default provisions in the company’s financing agreement; changes in federal and state governmental laws and regulations with respect to education and accreditation standards, or the interpretation or enforcement of those laws and regulations, 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; business conditions in the postsecondary education industry and in the general economy; the company’s failure to comply with the extensive education laws and regulations and accreditation standards that it is subject to; 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 its campuses; the company’s ability to implement its growth strategies; the company’s ability to retain or attract qualified employees to execute its business and growth strategies; the company’s failure to maintain or renew required federal or state authorizations or accreditations of its campuses or programs of study; receptivity of students and employers to the company’s existing program offerings and new curricula; the company’s ability to repay moneys it has borrowed; the company’s ability to collect internally funded financing from its students; and other risks and uncertainties detailed from time to time in the company’s filings with the U.S. 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

 

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: November 5, 2015

ITT Educational Services, Inc.


By:  /s/ Rocco F. Tarasi, III                                                      
                         Name: Rocco F. Tarasi, III
                         Title: Executive Vice President, Chief
Financial Officer

 
4

 

INDEX TO EXHIBITS


Exhibit No.                                           Description

99.1
Press Release issued by ITT Educational Services, Inc. dated November 5, 2015.



5



Exhibit 99.1



ITT EDUCATIONAL SERVICES, INC.
REPORTS 2015 THIRD QUARTER RESULTS

CARMEL, IN, November 5, 2015—ITT Educational Services, Inc. (NYSE:  ESI), a leading provider of technology-oriented postsecondary degree programs, today reported that diluted earnings per share in the first nine months of 2015 decreased to $0.54 compared to $0.60 in the first nine months of 2014.  New student enrollment in the third quarter of 2015 decreased 18.4% to 14,943 compared to 18,317 in the same period in 2014. Total student enrollment decreased 15.5% to 48,231 as of September 30, 2015 compared to 57,101 as of September 30, 2014.

The company provided the following information for the three and nine months ended September 30, 2015 and 2014:

Financial and Operating Data for the Three Months Ended September 30th, Unless Otherwise Indicated
 
(Dollars in millions, except per share data)
 
             
         
Increase/
 
 
2015
   
2014
   
(Decrease)
 
                   
Revenue
  $ 203.2     $ 242.6       (16.2 )%
Operating Income
  $ 12.5     $ 6.8       84.5 %
Operating Margin
    6.2 %     2.8 %  
340 basis points
 
Net Income
  $ 1.7     $ 10.3       (83.6 )%
Earnings Per Share (diluted)
  $ 0.07     $ 0.44       (84.1 )%
New Student Enrollment(A)
    14,943       18,317       (18.4 )%
Continuing Students
    33,288       38,784       (14.2 )%
Total Student Enrollment as of September 30th (A)
    48,231       57,101       (15.5 )%
Persistence Rate as of September 30th (A)(B)
    69.5 %     69.9 %  
(40) basis points
 
Bad Debt Expense as a Percentage of Revenue
    3.4 %     6.9 %  
(350) basis points
 
Days Sales Outstanding as of September 30th
 
19.4 days
   
26.0 days
   
(6.6) days
 
Deferred Revenue as of September 30th
  $ 121.3     $ 144.0       (15.8 )%
Cash and Cash Equivalents as of September 30th
  $ 131.5     $ 204.2       (35.6 )%
Restricted Cash as of September 30th
  $ 5.7     $ 6.0       (5.0 )%
Collateral Deposits as of September 30th
  $ 97.9     $ 8.7       1020.2 %
Private Education Loans (current and non-current), Less Allowance for Loan Losses, as of September 30th (C)
  $ 74.9     $ 94.6       (20.8 )%
PEAKS Trust Senior Debt (current and non-current) as of September 30th (D)
  $ 48.0     $ 140.5       (65.9 )%
CUSO Secured Borrowing Obligation (current and non-current) as of September 30th (E)
  $ 111.6     $ 122.5       (9.0 )%
Financing Agreement/Credit Agreement (current) as of September 30th
  $ 89.0     $ 50.0       78.0 %
Weighted Average Diluted Shares of Common Stock Outstanding
    23,937,000       23,703,000          
Capital Expenditures, Net
  $ 3.3     $ 1.8       84.1 %

 
1

 


Financial and Operating Data for the Nine Months Ended September 30th
 
(Dollars in millions, except per share data)
 
   
2015
   
2014
   
Increase/
(Decrease)
 
                   
Revenue
  $ 647.4     $ 718.6       (9.9 )%
Operating Income
  $ 51.8     $ 26.6       94.5 %
Operating Margin
    8.0 %     3.7 %  
430 basis points
 
Net Income
  $ 12.9     $ 14.3       (10.4 )%
Earnings Per Share (diluted)
  $ 0.54     $ 0.60       (10.0 )%
Bad Debt Expense as a Percentage of Revenue
    4.3 %     6.6 %  
(230) basis points
 
Weighted Average Diluted Shares of Common Stock Outstanding
    23,947,000       23,777,000          
Capital Expenditures, Net
  $ 5.8     $ 4.5       30.6 %
                         
_____________
(A)
Beginning in the three months ended September 30, 2015, the company changed its definition of a new student as it relates to first-time students who enroll in an online degree program.  Under the new definition, the online student must attend classes beyond the first 15 days of the program’s term (or 30 days, if the student was only enrolled in courses that are taught over a 12-week period) in order to be considered an enrolled new student for reporting purposes.  Use of the new definition resulted in 488 fewer new students being included in the applicable reporting metrics for the three months ended September 30, 2015 than would have been included using the previous definition. The new student definition impacts the new student enrollment number and the total student enrollment number for periods and dates beginning with the third quarter of 2015, and will impact the persistence rate for dates after September 30, 2015.  Prior period information for these metrics has not been modified, since the updated definition of new student was not in effect during those prior periods.  The company’s accounting policies for revenue recognition are not based on the definition of a new student and, therefore, the company’s revenue recognition is not impacted by this revised definition.
(B)
Persistence rate represents the number of Continuing Students in the academic term, divided by the Total Student Enrollment in the immediately preceding academic term.
(C)
With respect to the private education loans as of September 30, 2015, the amount included $9.0 million classified as current, and $65.9 million classified as non-current.  With respect to the private education loans as of September 30, 2014, the amount included $10.3 million classified as current, and $84.3 million classified as non-current.
(D)
With respect to the PEAKS Trust Senior Debt as of September 30, 2015, the amount included $20.5 million classified as current, and $27.4 million classified as non-current.  With respect to the PEAKS Trust Senior Debt as of September 30, 2014, the amount included $96.5 million classified as current, and $44.0 million classified as non-current.
 (E)
With respect to the CUSO Secured Borrowing Obligation as of September 30, 2015, the amount included $20.1 million classified as current, and $91.5 million classified as non-current.  With respect to the CUSO Secured Borrowing Obligation as of September 30, 2014, the amount included $20.7 million classified as current, and $101.9 classified as non-current.

 
Based on various assumptions, including the historical and projected performance and collection of the student loans held by the PEAKS Trust and the CUSO, the company reported that its current estimate of the payments it may have to make under the PEAKS guarantee and the CUSO risk sharing agreement (the “CUSO RSA”), in the aggregate, are approximately:
 
·  
$43.9 million in 2015 (of which $38.4 million was paid in the nine months ended September 30, 2015);
·  
$25.3 million in 2016;
·  
$13.4 million in 2017; and
·  
$86.1 million in 2018 and later, which amount includes an approximately $13.2 million payment in 2020 under the PEAKS guarantee.
 
 
2

 
These estimated payment amounts are net of estimated aggregate recoveries of approximately $5.9 million under the CUSO RSA, which the company expects to offset against amounts due by it under the CUSO RSA over these periods.  The company urges readers to review the company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2015 when it is filed with the U.S. Securities and Exchange Commission, which report will contain additional information regarding these estimated payment amounts, including the assumptions used, the estimates of the type of payments, regular or discharge, and estimated recoveries, under the CUSO RSA and the estimated different payment amounts if the assumptions regarding the forms of payments made under the CUSO RSA are not realized.
 
ITT Educational Services, Inc. will conduct a conference call with financial analysts to discuss its 2015 third quarter earnings at 11:00 am (ET) this morning.  The public is invited to listen to a live webcast of the conference call.  The webcast may be accessed by following the “Live Webcast” directions on ITT/ESI’s website at www.ittesi.com.
 
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 on the current expectations and beliefs of the company’s management concerning future developments and their potential effect on the company. The company cannot assure you 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: the impact of the company’s late filings with the SEC, including the 2014 Form 10-K and the first quarter 2015 Form 10-Q; the impact of adverse actions by the U.S. Department of Education (“ED”) related to certain deficiencies, the action by the U.S. Securities and Exchange Commission against the company and the company’s failure to submit its 2013 audited financial statements and 2013 compliance audits with the ED by the due date; the impact of the consolidation of variable interest entities on the company and the regulations, requirements and obligations that it is subject to; the inability to obtain any required amendments or waivers of noncompliance with covenants under the company’s financing agreement; the company’s inability to remediate material weaknesses, or the discovery of additional material weaknesses, in the company’s internal control over financial reporting; the company’s exposure under its guarantees related to private student loan programs; the outcome of litigation, investigations and claims against the company; the failure of potential settlements to be approved and finalized on the terms proposed or initially agreed to; the effects of the cross-default provisions in the company’s financing agreement; changes in federal and state governmental laws and regulations with respect to education and accreditation standards, or the interpretation or enforcement of those laws and regulations, 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; business conditions in the postsecondary education industry and in the general economy; the company’s failure to comply with the extensive education laws and regulations and accreditation standards that it is subject to; 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 its campuses; the company’s ability to implement its growth strategies; the company’s ability to retain or attract qualified employees to execute its business and growth strategies; the company’s failure to maintain or renew required federal or state authorizations or accreditations of its campuses or programs of study; receptivity of students and employers to the company’s existing program offerings and new curricula; the company’s ability to repay moneys it has borrowed; the company’s ability to collect internally funded financing from its students; and other risks and uncertainties detailed from time to time in the company’s filings with the U.S. 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:
Nicole Elam, Vice President                                                                            www.ittesi.com
(317) 706-9200



 
4

 


ITT EDUCATIONAL SERVICES, INC.
 
CONDENSED CONSOLIDATED BALANCE SHEETS
 
(Dollars in thousands, except per share data)
 
(unaudited)
 
   
   
As of
 
   
September 30, 2015
   
December 31, 2014
   
September 30, 2014
 
Assets
                 
Current assets:
                 
     Cash and cash equivalents
  $ 131,461     $ 135,937     $ 204,227  
     Restricted cash
    5,675       6,040       5,974  
     Accounts receivable, net
    42,848       46,383       68,587  
     Private education loans, net
    8,984       10,584       10,339  
     Deferred income taxes
    25,764       34,547       51,053  
     Prepaid expenses and other current assets
    77,571       57,923       48,478  
          Total current assets
    292,303       291,414       388,658  
                         
Property and equipment, net
    148,606       157,072       155,459  
Private education loans, excluding current portion, net
    65,938       80,292       84,272  
Deferred income taxes
    66,758       68,041       69,685  
Collateral deposits
    97,874       97,932       8,737  
Other assets
    56,992       54,409       60,695  
     Total assets
  $ 728,471     $ 749,160     $ 767,506  
                         
Liabilities and Shareholders' Equity
                       
Current liabilities:
                       
    Current portion of long-term debt
  $ 89,011     $ 9,635     $ 50,000  
    Current portion of PEAKS Trust senior debt
    20,534       37,545       96,516  
    Current portion of CUSO secured borrowing obligation
    20,121       20,813       20,662  
     Accounts payable
    65,829       67,848       80,479  
     Accrued compensation and benefits
    18,704       12,264       18,157  
     Other current liabilities
    58,333       27,050       27,838  
     Deferred revenue
    121,310       147,475       144,017  
          Total current liabilities
    393,842       322,630       437,669  
                         
Long-term debt, excluding current portion
    0       86,714       0  
PEAKS Trust senior debt, excluding current portion
    27,422       38,658       44,000  
CUSO secured borrowing obligation, excluding current portion
    91,450       100,194       101,880  
Other liabilities
    58,193       52,959       52,422  
     Total liabilities
    570,907       601,155       635,971  
                         
Shareholders' equity:
                       
     Preferred stock, $.01 par value,
                       
        5,000,000 shares authorized, none issued
    0       0       0  
    Common stock, $.01 par value, 300,000,000 shares authorized, 37,068,904 issued
    371       371       371  
    Capital surplus
    179,922       198,883       196,105  
    Retained earnings
    982,709       969,670       954,753  
    Accumulated other comprehensive income
    487       1,201       2,432  
    Treasury stock, 13,394,898, 13,619,010 and 13,619,729 shares at cost
    (1,005,925 )     (1,022,120 )     (1,022,126 )
        Total shareholders' equity
    157,564       148,005       131,535  
        Total liabilities and shareholders' equity
  $ 728,471     $ 749,160     $ 767,506  

 
5

 

ITT EDUCATIONAL SERVICES, INC.
 
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
 
(Dollars in thousands, except per share data)
 
(unaudited)
 
   
                         
   
Three Months
   
Nine Months
 
   
Ended September 30,
   
Ended September 30,
 
   
2015
   
2014
   
2015
   
2014
 
                         
Revenue
  $ 203,178     $ 242,561     $ 647,384     $ 718,580  
                                 
Costs and expenses:
                               
Cost of educational services
    93,274       117,539       298,692       353,930  
Student services and administrative expenses
    84,622       100,440       266,282       297,225  
Goodwill impairment
    5,203       0       5,203       0  
Settlements and legal and professional fees related to certain lawsuits, investigations and accounting matters
    6,813       11,269       20,104       25,196  
Loss related to loan program guarantees
    0       2,019       0       2,019  
Provision for private education loan losses
    754       4,511       5,311       13,582  
Total costs and expenses
    190,666       235,778       595,592       691,952  
                                 
Operating income
    12,512       6,783       51,792       26,628  
Gain on consolidation of variable interest entity
    0       16,631       0       16,631  
Interest income
    22       17       57       51  
Interest (expense)
    (9,709 )     (5,831 )     (30,088 )     (18,995 )
Income before provision for income taxes
    2,825       17,600       21,761       24,315  
Provision for income taxes
    1,137       7,278       8,910       9,979  
                                 
Net income
  $ 1,688     $ 10,322     $ 12,851     $ 14,336  
                                 
Earnings per share:
                               
     Basic
  $ 0.07     $ 0.44     $ 0.54     $ 0.61  
     Diluted
  $ 0.07     $ 0.44     $ 0.54     $ 0.60  
                                 
Supplemental Data:
                               
Cost of educational services
    45.9 %     48.5 %     46.1 %     49.3 %
Student services and administrative expenses
    41.6 %     41.4 %     41.1 %     41.4 %
Goodwill impairment
    2.6 %     0.0 %     0.8 %     0.0 %
Settlements and legal and professional fees related to certain lawsuits, investigations and accounting matters
    3.4 %     4.6 %     3.1 %     3.5 %
Loss related to loan program guarantees
    0.0 %     0.8 %     0.0 %     0.3 %
Provision for private education loan losses
    0.4 %     1.9 %     0.8 %     1.9 %
Operating margin
    6.2 %     2.8 %     8.0 %     3.7 %
Student enrollment at end of period
    48,231       57,101       48,231       57,101  
Campuses at end of period
    140       148       140       148  
Shares for earnings per share calculation:
                               
     Basic
    23,692,000       23,483,000       23,625,000       23,463,000  
     Diluted
    23,937,000       23,703,000       23,947,000       23,777,000  
                                 
                                 
Effective tax rate
    40.2 %     41.4 %     40.9 %     41.0 %

 
6

 

ITT EDUCATIONAL SERVICES, INC.
 
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 
(Dollars in thousands)
 
(unaudited)
 
                         
   
Three Months
   
Nine Months
 
   
Ended September 30,
   
Ended September 30,
 
   
2015
   
2014
   
2015
   
2014
 
Cash flows from operating activities:
                       
    Net income
  $ 1,688     $ 10,322     $ 12,851     $ 14,336  
    Adjustments to reconcile net income to net cash flows
                               
        from operating activities:
                               
           Depreciation and amortization
    4,816       5,537       16,858       18,507  
           Provision for doubtful accounts
    6,879       16,830       27,754       47,212  
           Deferred income taxes
    (4,170 )     25,046       8,253       23,036  
           Stock-based compensation expense
    1,266       2,667       4,526       7,529  
           Goodwill impairment
    5,203       0       5,203       0  
           Accretion of discount on private education loans
    (2,818 )     (2,727 )     (8,847 )     (9,099 )
           Accretion of discount on long-term debt
    386       0       1,162       0  
           Accretion of discount on PEAKS Trust senior debt
    1,455       1,788       4,475       4,770  
           Accretion of discount on CUSO secured borrowing obligation
    201       0       634       0  
           Provision for private education loan losses
    754       4,511       5,311       13,582  
           (Gain) on consolidation of variable interest entity
    0       (16,631 )     0       (16,631 )
           Other
    (265 )     (250 )     (680 )     (678 )
           Changes in operating assets and liabilities, net of acquisition:
                               
               Restricted cash
    1,261       (468 )     365       2,400  
               Accounts receivable
    (4,523 )     (16,480 )     (24,219 )     (15,498 )
               Private education loans
    6,245       4,221       19,490       12,314  
               Accounts payable
    (10,446 )     4,561       (4,056 )     22,458  
               Other operating assets and liabilities
    11,618       (18,591 )     10,404       (28,021 )
               Deferred revenue
    1,742       12,786       (26,165 )     (4,614 )
Net cash flows from operating activities
    21,292       33,122       53,319       91,603  
                                 
Cash flows from investing activities:
                               
     Capital expenditures, net
    (3,310 )     (1,798 )     (5,819 )     (4,455 )
     Acquisition of company
    0       (153 )     0       (5,186 )
     Collateralization of letters of credit
    0       (109 )     60       (109 )
     Proceeds from repayment of notes
    0       100       0       293  
     Purchase of investments
    (1 )     (1 )     (2 )     (2 )
Net cash flows from investing activities
    (3,311 )     (1,961 )     (5,761 )     (9,459 )
                                 
Cash flows from financing activities:
                               
     Repayment of long-term debt
    (3,500 )     0       (8,500 )     0  
     Repayment of PEAKS Trust senior debt
    (7,525 )     (51,706 )     (32,551 )     (92,776 )
     Repayment of CUSO secured borrowing obligation
    0       0       (10,351 )     0  
    Common shares tendered for taxes
    (127 )     (184 )     (632 )     (912 )
Net cash flows from financing activities
    (11,152 )     (51,890 )     (52,034 )     (93,688 )
                                 
Net change in cash and cash equivalents
    6,829       (20,729 )     (4,476 )     (11,544 )
                                 
Cash and cash equivalents at beginning of period
    124,632       224,956       135,937       215,771  
                                 
Cash and cash equivalents at end of period
  $ 131,461     $ 204,227     $ 131,461     $ 204,227  


7

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