Covista lifts 2026 outlook after Q3 growth

Covista Inc. reported third quarter fiscal 2026 results showing steady growth and stronger guidance.

Rhea-AI Filing Summary

Covista Inc. reported third quarter fiscal 2026 results showing steady growth and stronger guidance. Revenue for the quarter was $487.0 million, up 4.5% year over year, with operating income edging up to $91.3 million. Net income from continuing operations was $58.0 million, while a loss from discontinued operations reduced total net income to $41.6 million.

Total students surpassed 100,000, with enrollment up 6.8% year over year and growth in every segment. Chamberlain revenue rose 2.3% with slightly higher operating income, Walden revenue grew 4.6% but with lower operating income, and Medical and Veterinary revenue increased 8.9% with operating income up 18.7%.

For the full fiscal year 2026, Covista raised its revenue outlook to $1,930–$1,945 million, or about 8–9% growth, and lifted adjusted earnings per share guidance to $7.95–$8.15, or roughly 19–22% growth year over year. Adjusted EBITDA for the quarter was $127.9 million, and net leverage stood at 0.7x, supported by strong cash generation and reduced long-term debt.

Positive

• Raised full-year outlook: Fiscal 2026 revenue guidance increased to $1,930–$1,945 million (about 8–9% growth), and adjusted EPS guidance lifted to $7.95–$8.15 (about 19–22% growth).
• Strong non-GAAP earnings growth: Nine-month adjusted net income rose to $221.9 million and adjusted EPS to $6.16 from $5.01, while adjusted EBITDA for the trailing twelve months reached $505.0 million.
• Healthy balance sheet and leverage: Net debt was $363.0 million and net leverage 0.7x as of March 31, 2026, reflecting strong cash generation and significant debt reduction versus June 30, 2025.

Negative

• None.

Insights

Equity research analyst

Covista delivered broad-based growth, strong cash flow and raised its 2026 outlook.

Covista posted Q3 fiscal 2026 revenue of $487.0 million, up 4.5% year over year, with operating income essentially flat at $91.3 million. Segment data show enrollment and revenue growth across Chamberlain, Walden and Medical and Veterinary, with particularly strong operating income gains in Medical and Veterinary.

Profitability quality is highlighted by non-GAAP metrics: quarterly adjusted EBITDA was $127.9 million and nine-month adjusted earnings per share reached $6.16 versus $5.01 a year earlier. Free cash flow over the latest four quarters reached $336.5 million, while net leverage is a modest 0.7x, supported by net debt of $363.0 million and adjusted EBITDA of $505.0 million for the twelve months ended March 31, 2026.

The company raised its fiscal 2026 revenue outlook to $1,930–$1,945 million, implying about 8–9% year-over-year growth, and increased adjusted EPS guidance to $7.95–$8.15, or roughly 19–22% growth. These targets depend on continued enrollment strength and maintaining margins, while Walden’s lower operating margin this quarter and losses from discontinued operations remain areas that may influence future results.

8-K Event Classification

2 items: 2.02, 9.01

2 items

Item 2.02 Results of Operations and Financial Condition Financial

Disclosure of earnings results, typically an earnings press release or preliminary financials.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Q3 2026 revenue: $487.0 million Q3 2026 net income: $41.6 million Nine-month adjusted EPS: $6.16 +5 more

8 metrics

Q3 2026 revenue $487.0 million Three months ended March 31, 2026; up 4.5% year over year

Q3 2026 net income $41.6 million Three months ended March 31, 2026; includes loss from discontinued operations

Nine-month adjusted EPS $6.16 Nine months ended March 31, 2026; non-GAAP adjusted earnings per share

2026 revenue guidance $1,930–$1,945 million Raised fiscal year 2026 outlook; about 8–9% growth year over year

2026 adjusted EPS guidance $7.95–$8.15 Raised fiscal year 2026 non-GAAP earnings per share outlook

Q3 2026 adjusted EBITDA $127.9 million Three months ended March 31, 2026; non-GAAP adjusted EBITDA

Net leverage 0.7x As of March 31, 2026; net debt $363.0 million vs adjusted EBITDA $505.0 million

Total students More than 100,000 Company-wide enrollment; total enrollment up 6.8% year over year

Key Terms

Adjusted EBITDA, free cash flow, discontinued operations, non-GAAP, +2 more

6 terms

Adjusted EBITDA financial

"Adjusted EBITDA (non-GAAP) (1) | ​ | $ | 127,907 | ​ | $ | 127,756"

Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.

free cash flow financial

"Free cash flow (non-GAAP) | ​ | $ | 287,155 | ​ | $ | 283,407"

Free cash flow is the amount of money a company has left over after paying all its expenses and investing in its business, like buying equipment or updating facilities. It shows how much cash is available to reward shareholders, pay down debt, or save for future growth. This helps investors understand if a company is financially healthy and able to grow.

discontinued operations financial

"Discontinued operations: | ​ | | ​ | ​ | ​ | ​ | ​ | | ​ | ​ | ​"

Discontinued operations are parts of a company that it has decided to sell or shut down, and no longer plans to run in the future. This matters to investors because it helps them understand which parts of the business are ongoing and which are being phased out, providing a clearer picture of the company’s current performance and future prospects. Think of it like a store closing a department—it no longer contributes to sales or profits.

non-GAAP financial

"Covista Inc. Non-GAAP Financial Measures and Reconciliations We believe that certain non-GAAP financial measures"

Non-GAAP refers to financial measures that companies use to show their earnings or performance without including certain expenses or income that are often added back to give a different picture. It matters because it can make a company's results look better or more favorable, but it may also hide important costs, so investors need to look at both GAAP (official rules) and non-GAAP numbers to get a full understanding.

net leverage financial

"Net leverage (non-GAAP) | ​ | ​ | 0.7 x"

Net leverage measures how many years it would take for a company to pay off its outstanding debt using its annual operating cash flow, after subtracting cash on hand from total debt. Think of it like a household’s mortgage balance minus savings divided by yearly income; a lower number means the company is in a safer position to handle debt, while a higher number signals greater financial risk and potential pressure on profits or growth.

adjusted earnings per share financial

"Adjusted earnings per share (non-GAAP) | ​ | $ | 1.98 | ​ | $ | 1.92"

Adjusted Earnings Per Share shows how much profit a company makes for each share of stock, but it removes unusual or one-time items like big expenses or gains. This helps investors see the company's true ongoing performance, making it easier to compare how well different companies are doing over time.

Earnings Snapshot

Revenue: $487.0 million · Guidance included

Q3 fiscal 2026

Revenue $487.0 million +4.5% YoY

Operating income $91.3 million +0.9% YoY

Net income $41.6 million -31.6% YoY

Adjusted EBITDA $127.9 million +0.1% YoY

Adjusted EPS $1.98 +3.1% YoY

Guidance

Fiscal 2026 revenue raised to $1,930–$1,945 million and adjusted EPS raised to $7.95–$8.15, implying about 8–9% and 19–22% growth year over year respectively.

FAQ

How did Covista (ATGE) perform in Q3 fiscal 2026 on revenue and profit?

Covista reported Q3 fiscal 2026 revenue of $487.0 million, up 4.5% year over year, and operating income of $91.3 million, slightly above last year. Net income was $41.6 million, impacted by a loss from discontinued operations despite solid continuing operations earnings.

What enrollment trends did Covista (ATGE) report for Q3 fiscal 2026?

Covista reported total enrollment up 6.8% year over year and surpassed 100,000 students, with growth across all segments. Chamberlain returned to positive total enrollment growth, and Walden’s total students increased 12.3% to 54,474 compared with 48,526 a year earlier.

How did Covista’s main segments perform financially in Q3 fiscal 2026?

In Q3, Chamberlain revenue was $197.0 million, up 2.3%. Walden revenue was $186.6 million, up 4.6%, though operating income declined 12.5%. Medical and Veterinary revenue rose 8.9% to $103.5 million, with operating income up 18.7%, showing the strongest margin expansion.

What guidance did Covista (ATGE) provide for fiscal year 2026?

Covista raised fiscal 2026 revenue guidance to $1,930–$1,945 million, about 8–9% growth year over year. It also increased adjusted earnings per share guidance to $7.95–$8.15, roughly 19–22% growth, reflecting confidence in continued enrollment and operating performance.

How strong is Covista’s cash flow and leverage position as of March 31, 2026?

For the nine months ended March 31, 2026, Covista generated $346.4 million in net cash from operating activities. Trailing free cash flow reached $336.5 million, while net debt was $363.0 million and net leverage stood at 0.7x, indicating conservative balance sheet leverage.

What were Covista’s Q3 2026 earnings per share and adjusted EPS?

Q3 diluted earnings per share were $1.20, down from $1.59 a year earlier due to discontinued operations. Adjusted EPS, which excludes special items and discontinued operations, was $1.98, slightly above $1.92 last year, showing underlying earnings resilience.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/07/2026 - 04:10 PM Learn about SEC filing dates

0000730464false00007304642026-05-072026-05-07

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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FORM 8-K

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CURRENT REPORT

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

​

Date of Report (Date of earliest event reported): May 7, 2026

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Covista Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-13988	36-3150143
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
233 South Wacker Drive Chicago, IL		60606
(Address of principal executive offices)		(Zip Code)

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(312) (651-1400)

(Registrant’s telephone number, including area code)

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N/A

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

​

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

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

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

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

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

​

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

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		​	​
Title of each class	​ ​ ​	Trading Symbol	​ ​ ​	Name of each exchange on which registered
Common Stock $0.01 Par Value	​	CVSA	​	New York Stock Exchange
Common Stock $0.01 Par Value	​	CVSA	​	NYSE Texas

​

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

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Emerging growth company ☐

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

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Item 2.02 Results of Operations and Financial Condition

On May 7, 2026, Covista Inc. (“Covista”) issued a press release announcing its third quarter fiscal 2026 academic, operating and financial results. The press release is attached hereto as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.

The information furnished pursuant to this Item 2.02, including Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of Covista under the Securities Act of 1933, as amended, or the Exchange Act.

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Cautionary Disclosure Regarding Forward-Looking Statements

Certain statements contained in this Form 8-K and related newsletter are forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements provide current expectations of future events based on certain assumptions and include any statement that does not directly relate to any historical or current fact, which includes statements regarding Covista’s future growth. Forward-looking statements generally can be identified by the use of forward-looking terminology such as “future,” “believe,” “expect,” “anticipate,” “estimate,” “plan,” “intend,” “may,” “will,” “would,” “could,” “can,” “continue,” “preliminary,” “range,” and similar terms. These forward-looking statements are subject to risk and uncertainties that could cause actual results to differ materially from those described in the statements. These risks and uncertainties include the risk factors described in Item 1A. “Risk Factors” of our most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission (SEC) and our other filings with the SEC. These forward-looking statements are based on information available to us as of the date any such statements are made, and Covista assumes no obligation to publicly update or revise its forward-looking statements even if experience or future changes make it clear that any projected results expressed or implied therein will not be realized, except as required by law.

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Item 9.01         Financial Statements and Exhibits

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99.1	​ ​ ​	Press Release of Covista Inc., dated May 7, 2026.
104	​	Cover Page Interactive Data File (formatted in Inline XBRL and included as Exhibit 101)

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​ ​

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SIGNATURES

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

​	Covista Inc.
​	​	​
	By:	/s/ Robert J. Phelan
​	​	Robert J. Phelan
​	​	Senior Vice President and Chief Financial Officer (Principal Financial Officer)

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Date: May 7, 2026

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​

​

​

Exhibit 99.1

​

Investor Contact: Jeremy Cohen

Investor.Relations@Covista.com

+1 312-906-6600

​
Media Contact: Maureen Bender

CovistaMedia@Covista.com

+1 313-319-4732

Covista Third Quarter Fiscal Year 2026 Results;

Raises Fiscal Year 2026 Revenue and Adjusted Earnings Per Share Guidance

Total enrollment up 6.8% YoY, with Chamberlain returning to positive total enrollment growth

Surpassed 100,000 students including record enrollment at Chamberlain and Walden

Revenue up 4.5% YoY; revenue up 8.4% YoY when adjusted for Walden one-week academic shift

Third quarter highlights

● Total student enrollment 100,585, up 6.8% year-over-year, achieved 11^th straight quarter of growth

● Revenue $487.0 million, up 4.5% year-over-year; up 8.4% year-over-year when adjusted for Walden one-week academic shift

● Chamberlain University returned to positive total enrollment growth, delivered the highest enrollment in university history, and achieved 15^th straight quarter of pre-licensure BSN total enrollment growth

● Walden University achieved 11^th straight quarter of total enrollment growth, up 12.3% year-over-year, highest total enrollment in university history

● GAAP net income $41.6 million; adjusted EBITDA $127.9 million

Capital allocation

● Repurchased $66 million of shares in the third quarter

● Refinanced outstanding debt, consolidating into $510 million Term Loan B at attractive rates and extending maturity to 2033

● Net leverage of 0.7x as of Mar. 31, 2026

Increased fiscal year 2026 guidance

● Revenue of $1,930 million to $1,945 million, or approximately 8% to 9% growth year-over-year, and from a previous range of $1,900 million to $1,940 million

● Adjusted earnings per share of $7.95 to $8.15, or approximately 19% to 22% growth year-over-year, and from a previous range of $7.80 to $8.00

​

CHICAGO – May 7, 2026 – Covista Inc. (NYSE: CVSA), the largest healthcare educator in the United States, today reported third quarter fiscal year 2026 results (ended Mar. 31, 2026). The Company continues to execute on its Growth with Purpose strategy, leading the transformation of higher education by training the next generation of healthcare professionals at an industry-leading scale.

“The country needs more nurses, physicians, and behavioral health professionals than the current system is on pace to produce. Covista is helping close that gap. This quarter shows the strength of our model: more than 100,000 students and growth across every segment, including a return to enrollment growth at Chamberlain,” said Steve Beard, Chairman and Chief Executive Officer, Covista. “We educate practitioners, and we are increasingly connecting them to the healthcare systems that need them most. We are raising guidance because execution is translating into results. The need is urgent, our role is clear, and the opportunity ahead is significant.”

Financial Highlights

Selected financial data for the three months ended Mar. 31, 2026:

● Revenue of $487.0 million increased 4.5% compared with the prior year

● Operating income of $91.3 million, compared with $90.5 million in the prior year; adjusted operating income of $102.2 million, compared with $105.4 million in the prior year

● Net income of $41.6 million, compared with $60.8 million in the prior year; adjusted net income of $69.0 million, compared with $73.3 million in the prior year

● Diluted earnings per share of $1.20, compared with $1.59 in the prior year; adjusted earnings per share of $1.98, compared with $1.92 in the prior year

● Adjusted EBITDA of $127.9 million, compared with $127.8 million in the prior year; adjusted EBITDA margin of 26.3%, compared with 27.4% in the prior year

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Business Highlights

● Chamberlain University continues to make progress with its campus expansion strategy, with six new campuses currently in progress, of which two received full regulatory approval and are expected to start classes during the first half of fiscal year 2027.

● Walden University continues to expand student programming; programs launched heading into the 2026 academic year have enrolled more than 1,400 students. In addition, we received approval for seven new programs, including three that are starting to enroll students: B.S. Special Education, B.S. Integrative Health, and a Post-Master’s Certificate in Palliative Care.

● American University of the Caribbean School of Medicine (AUC) and Ross University School of Medicine (RUSM) achieved a combined 97% first-time residency attainment rate¹ for the 2025-2026 graduating class, marking the fifth consecutive year with a first-time residency attainment rate of at least 95% for each school. In 2026, AUC and RUSM

combined to place more than 750 students and graduates into over 400 unique healthcare facilities with more than 110 students and graduates securing positions at partner clinical hospitals.

● Ross University School of Veterinary Medicine (RUSVM) continues to be a top university in total graduates matched into highly competitive internships and residencies in 2026 through the Veterinary Internship and Residency Matching Program. For the last six years, RUSVM has been among the top schools for number of graduates matched into postgraduate opportunities, providing invaluable clinical experience in specialized fields such as surgery, cardiology, internal medicine and emergency care.

● In partnership with Google Cloud, Covista launched healthcare-specific AI professional certificates across all five of its institutions—covering AI applications in clinical practice, responsible use, and patient safety. The credentials have generated immediate demand with more than 4,000 learners enrolled to date, underscoring how urgently the health professions are seeking AI fluency.

Segment Highlights

Chamberlain

​	​	​	​	​
​	​	Three Months Ended
$ in millions	​	March 31,
​	​ ​ ​	2026	2025	% Change
Revenue	​	$197.0	$192.6	2.3%
Operating Income	​	$47.7	$47.5	0.4%
Adj. Operating Income	​	$47.9	$47.5	0.8%
Adj. EBITDA	​	$58.5	$56.8	2.9%
Total Students (2)	​	40,767	40,564	0.5%

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● Total student enrollment increased 0.5% compared with the prior year, driven by growth in pre-licensure nursing.

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Walden

​	​	​	​	​
​	​	Three Months Ended
$ in millions	​	March 31,
​	​ ​ ​	2026	2025	% Change
Revenue	​	$186.6	$178.4	4.6%
Operating Income	​	$39.5	$45.2	(12.5)%
Adj. Operating Income	​	$42.4	$48.0	(11.7)%
Adj. EBITDA	​	$49.7	$54.0	(7.9)%
Total Students (2)	​	54,474	48,526	12.3%

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● Total student enrollment increased 12.3% compared with the prior year, driven by growth in healthcare and non-healthcare programs.

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Medical and Veterinary

​	​	​	​	​
​	​	Three Months Ended
$ in millions	​	March 31,
​	​ ​ ​	2026	2025	% Change
Revenue	​	$103.5	$95.0	8.9%
Operating Income	​	$21.1	$17.8	18.7%
Adj. Operating Income	​	$21.5	$17.9	20.0%
Adj. EBITDA	​	$27.5	$22.9	20.1%
Total Students (2)	​	5,344	5,133	4.1%

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● Total student enrollment increased 4.1% compared with the prior year, driven by growth in both medical and veterinary.

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Fiscal Year 2026 Outlook

Covista raised its revenue guidance for fiscal year 2026 from a range of $1,900 million to $1,940 million, or approximately 6% to 8.5% growth year-over-year, to a range of $1,930 million to $1,945 million, or approximately 8% to 9% growth year-over-year. Covista also raised its adjusted earnings per share guidance from a range of $7.80 to $8.00, or approximately 17% to 20% growth year-over-year, to a range of $7.95 to $8.15, or approximately 19% to 22% growth year-over-year.

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Conference Call and Webcast Information

Covista will hold a conference call to discuss its third quarter fiscal year 2026 results today at 4:00 p.m. CT (5:00 p.m. ET).

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The call can be accessed by dialing +1 877-407-6184 (U.S. participants) or +1 201-389-0877 (international participants) and stating “Covista earnings call” or by using conference ID:13759299. The call will be simulcast through the Covista investor relations website at: https://investors.covista.com.

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Covista will archive a replay of the call for 30 days. To access the replay, dial +1 877-660-6853 (U.S.) or +1 201-612-7415 (international), conference ID: 13759299, or visit the Covista investor relations website.

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About Covista

Covista (NYSE: CVSA) is America's largest healthcare educator, serving more than 100,000 students and supported by a community of 385,000 alumni across five accredited institutions. Through personalized, tech-enabled education powered by 10,000 faculty and colleagues, Covista expands access to healthcare careers and addresses the U.S. healthcare workforce shortage at scale. Covista is the parent company of American University of the Caribbean School of Medicine, Chamberlain University, Ross University School of Medicine, Ross University School of Veterinary Medicine and Walden University. For more information, visit Covista.com and follow us on LinkedIn, Instagram and YouTube.

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Cautionary Disclosure Regarding Forward-Looking Statements

Certain statements contained in this release are forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements provide current expectations of future events based on certain assumptions and include any statement that does not directly relate to any historical or current fact, which includes statements regarding Covista’s

future growth. Forward-looking statements generally can be identified by the use of forward-looking terminology such as “future,” “believe,” “expect,” “anticipate,” “estimate,” “plan,” “intend,” “may,” “will,” “would,” “could,” “can,” “continue,” “preliminary,” “potential,” “range,” and similar terms. These forward-looking statements are subject to risk and uncertainties that could cause actual results to differ materially from those described in the statements. Important factors that could cause actual results to differ materially from the expectations expressed or implied by our forward-looking statements are disclosed in Item 1A. “Risk Factors,” of our Annual Report on Form 10-K. You should evaluate forward-looking statements in the context of these risks and uncertainties and are cautioned to not place undue reliance on such forward-looking statements. We caution you that these factors, performance or developments we expect or anticipate or, even if substantially realized, that they will result in the consequences or affect us or our operations in the way we expect. All forward-looking statements are based on information available to use as of the date any such statements are made, and Covista assumes no obligation to publicly update or revise its forward-looking statements even if experience or future changes make it clear that any projected results expressed or implied therein will not be realized, except as required by law.

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A reconciliation of non-GAAP guidance measures to corresponding GAAP measures is not available on a forward-looking basis without unreasonable effort due to the uncertainty of special items that may be incurred in the future, although these special items could be material to Covista's results in accordance with GAAP.

1. Percent of students attaining a 2026-27 residency position out of all graduates or expected graduates in 2025-26 who were active applicants in the 2026 NRMP match or who attained a residency position outside the NRMP match.

2. Represents total students attending sessions during each institution’s most recent enrollment period in Q3 FY 2026 and Q3 FY 2025.

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Covista Inc.

Consolidated Balance Sheets

(unaudited)

(in thousands)

​

​	​	​	​	​	​	​
​	​	March 31,		​	June 30,
​	​ ​ ​	2026		​	2025
Assets:	​	​	​	​	​	​
Current assets:	​	​	​	​	​	​
Cash and cash equivalents	​	$	146,977	​	$	199,601
Restricted cash	​		1,862	​		1,563
Accounts and financing receivables, net	​		175,924	​		146,189
Prepaid expenses and other current assets	​		78,992	​		68,837
Total current assets	​		403,755	​		416,190
Noncurrent assets:	​		​	​		​
Property and equipment, net	​		276,972	​		256,131
Operating lease assets	​		201,079	​		191,194
Deferred income taxes	​		—	​		32,956
Intangible assets, net	​		757,059	​		765,474
Goodwill	​		961,262	​		961,262
Other assets, net	​		137,300	​		129,145
Total noncurrent assets	​		2,333,672	​		2,336,162
Total assets	​	$	2,737,427	​	$	2,752,352
Liabilities and shareholders' equity:	​		​	​		​
Current liabilities:	​		​	​		​
Accounts payable	​	$	97,261	​	$	105,017
Accrued payroll and benefits	​		75,093	​		76,374
Accrued liabilities	​		92,846	​		77,286
Deferred revenue	​		276,192	​		214,091
Current operating lease liabilities	​		35,230	​		35,159
Current portion of long-term debt	​		3,825	​		—
Total current liabilities	​		580,447	​		507,927
Noncurrent liabilities:	​		​	​		​
Long-term debt	​		495,644	​		552,669
Long-term operating lease liabilities	​		201,595	​		186,172
Deferred income taxes	​		58,731	​		31,856
Other liabilities	​		36,905	​		40,103
Total noncurrent liabilities	​		792,875	​		810,800
Total liabilities	​		1,373,322	​		1,318,727
Commitments and contingencies	​		​	​		​
Total shareholders' equity	​		1,364,105	​		1,433,625
Total liabilities and shareholders' equity	​	$	2,737,427	​	$	2,752,352

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Covista Inc.

Consolidated Statements of Income

(unaudited)

(in thousands, except per share data)

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Three Months Ended

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Nine Months Ended

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March 31,

​

March 31,

​

​

2026

​

2025

​

2026

​

2025

Revenue

​

$

487,030

​

$

466,055

​

$

1,452,703

​

$

1,331,184

Operating cost and expense:

​

​

​

​

​

​

​

​

​

​

Cost of educational services

​

210,719

​

199,869

​

616,911

​

572,500

Student services and administrative expense

​

184,106

​

175,167

​

542,631

​

491,141

Restructuring expense

​

863

​

510

​

5,228

​

2,926

Total operating cost and expense

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395,688

​

375,546

​

1,164,770

​

1,066,567

Operating income

​

91,342

​

90,509

​

287,933

​

264,617

Interest expense

​

(13,629)

​

(13,074)

​

(35,636)

​

(41,465)

Other income, net

​

232

​

1,898

​

4,422

​

6,779

Income from continuing operations before income taxes

​

77,945

​

79,333

​

256,719

​

229,931

Provision for income taxes

​

(19,963)

​

(18,539)

​

(61,504)

​

(51,716)

Income from continuing operations

​

57,982

​

60,794

​

195,215

​

178,215

Discontinued operations:

​

​

​

​

​

​

​

​

​

​

(Loss) income from discontinued operations before income taxes

​

(21,860)

​

52

​

(20,810)

​

6,216

Benefit from (provision for) income taxes

​

5,515

​

(14)

​

5,440

​

(1,578)

(Loss) income from discontinued operations

​

(16,345)

​

38

​

(15,370)

​

4,638

Net income and comprehensive income

​

$

41,637

​

$

60,832

​

$

179,845

​

$

182,853

​

​

​

​

​

​

​

​

​

​

​

​

​

Earnings (loss) per share:

​

​

​

​

​

​

​

​

​

​

Basic:

​

​

​

​

​

​

​

​

​

​

Continuing operations

​

$

1.69

​

$

1.64

​

$

5.52

​

$

4.76

Discontinued operations

​

$

(0.48)

​

$

0.00

​

$

(0.43)

​

$

0.12

Total basic earnings per share

​

$

1.21

​

$

1.64

​

$

5.08

​

$

4.88

Diluted:

​

​

​

​

​

​

​

​

Continuing operations

​

$

1.67

​

$

1.59

​

$

5.42

​

$

4.62

Discontinued operations

​

$

(0.47)

​

$

0.00

​

$

(0.43)

​

$

0.12

Total diluted earnings per share

​

$

1.20

​

$

1.59

​

$

4.99

​

$

4.74

​

​

​

​

​

​

​

​

​

​

​

​

​

Weighted-average shares outstanding:

​

​

​

​

​

​

​

​

​

​

​

​

Basic shares

​

​

34,283

​

​

37,140

​

​

35,381

​

​

37,434

Diluted shares

​

​

34,782

​

​

38,233

​

​

36,031

​

​

38,583

​

​

​

​

Covista Inc.

Consolidated Statements of Cash Flows

(unaudited)

(in thousands)

​

​	​	​	​	​	​	​
​	​	Nine Months Ended
​	​	March 31,
​	​	2026		​	2025
Operating activities:	​	​	​	​	​	​
Net income	​	$	179,845	​	$	182,853
Loss (income) from discontinued operations	​		15,370	​		(4,638)
Income from continuing operations	​	​	195,215	​	​	178,215
Adjustments to reconcile net income to net cash provided by operating activities:	​		​	​		​
Stock-based compensation	​		31,103	​		31,181
Amortization and impairments to operating lease assets	​	​	21,004	​	​	25,330
Depreciation	​		32,627	​		30,267
Amortization of acquired intangible assets	​		8,415	​		8,415
Amortization and write-off of debt discount and issuance costs	​	​	6,961	​	​	4,995
Provision for bad debts	​	​	48,853	​	​	46,854
Deferred income taxes	​		65,318	​		19,994
Loss on disposals and impairments of property and equipment	​		605	​		2,522
Gain on investments	​	​	(561)	​	​	(268)
Changes in assets and liabilities:	​		​	​		​
Accounts and financing receivables	​		(76,271)	​		(80,613)
Prepaid expenses and other current assets	​		(896)	​		5,727
Cloud computing implementation assets	​		(10,087)	​		(21,959)
Accounts payable	​		(12,607)	​		(9,978)
Accrued payroll and benefits	​	​	(1,136)	​	​	1,406
Accrued liabilities	​		(10,168)	​		(10,449)
Deferred revenue	​		66,322	​		66,081
Operating lease liabilities	​	​	(15,395)	​	​	(17,839)
Other assets and liabilities	​		(2,888)	​		(6,068)
Net cash provided by operating activities-continuing operations	​		346,414	​		273,813
Net cash provided by operating activities-discontinued operations	​		45	​		4,394
Net cash provided by operating activities	​		346,459	​		278,207
Investing activities:	​		​	​	​	​
Capital expenditures	​		(50,882)	​		(31,337)
Proceeds from sales of marketable securities	​		2,314	​		3,120
Purchases of marketable securities	​		(2,313)	​		(2,048)
Payment for investment in business	​		(5,000)	​		—
Net cash used in investing activities	​		(55,881)	​		(30,265)
Financing activities:	​		​	​	​	​
Proceeds from exercise of stock options	​		131	​		10,008
Employee taxes paid on withholding shares	​		(42,074)	​		(12,457)
Proceeds from stock issued under Colleague Stock Purchase Plan	​		1,305	​		922
Repurchases of common stock for treasury	​		(239,866)	​		(146,436)
Borrowings under long-term debt obligations	​		844,450	​		9,873
Repayments under long-term debt obligations	​		(895,283)	​		(109,873)
Payment of debt issuance and extinguishment costs	​		(11,566)	​		—
Net cash used in financing activities	​		(342,903)	​		(247,963)
Net decrease in cash, cash equivalents and restricted cash	​		(52,325)	​		(21)
Cash, cash equivalents and restricted cash at beginning of period	​		201,164	​		221,202
Cash, cash equivalents and restricted cash at end of period	​	$	148,839	​	$	221,181

​

​

​

​

Covista Inc.

Segment Revenue

(unaudited)

(in thousands)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three Months Ended

​

Nine Months Ended

​

​

March 31,

​

March 31,

​

​

​

​

​

​

​

​

Increase/(Decrease)

​

​

​

​

​

​

​

​

Increase/(Decrease)

​

​

​ ​ ​

2026

​

2025

​ ​ ​

$

​

%

​

​ ​ ​

2026

​

2025

​ ​ ​

$

​

%

​

Revenue:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Chamberlain

​

$

196,963

​

$

192,592

​

$

4,371

​

2.3

%

​

$

559,996

​

$

541,508

​

$

18,488

​

3.4

%

Walden (1)

​

​

186,575

​

​

178,418

​

​

8,157

​

4.6

%

​

​

594,097

​

​

511,237

​

​

82,860

​

16.2

%

Medical and Veterinary

​

​

103,492

​

​

95,045

​

​

8,447

​

8.9

%

​

​

298,610

​

​

278,439

​

​

20,171

​

7.2

%

Consolidated (1)

​

$

487,030

​

$

466,055

​

$

20,975

​

4.5

%

​

$

1,452,703

​

$

1,331,184

​

$

121,519

​

9.1

%

(1) Walden revenue for the third quarter of fiscal year 2026 was impacted by a shift of one academic week from the third quarter to the second quarter, which resulted in $18.0 million of revenue being recognized during the second quarter of fiscal year 2026. Including the $18.0 million revenue timing impact in the third quarter of fiscal year 2026, Walden segment revenue would have increased 14.7%, or $26.2 million, to $204.6 million and consolidated revenue would have increased 8.4%, or $39.0 million, to $505.0 million.

​

Covista Inc.

Non-GAAP Financial Measures and Reconciliations

We believe that certain non-GAAP financial measures provide investors with useful supplemental information regarding the underlying business trends and performance of Covista’s ongoing operations as seen through the eyes of management and are useful for period-over-period comparisons. We use these supplemental non-GAAP financial measures internally in our assessment of performance and budgeting process. However, these non-GAAP financial measures should not be considered as a substitute for, or superior to, measures of financial performance prepared in accordance with GAAP. The following are non-GAAP financial measures used in the subsequent GAAP to non-GAAP reconciliation tables:

Adjusted net income (most comparable GAAP measure: net income) – Measure of Covista’s net income adjusted for restructuring expense, amortization of acquired intangible assets, strategic advisory costs, loss on debt extinguishment, litigation reserve, asset impairments, debt modification costs, and loss (income) from discontinued operations.

Adjusted earnings per share (most comparable GAAP measure: diluted earnings per share) – Measure of Covista’s diluted earnings per share adjusted for restructuring expense, amortization of acquired intangible assets, strategic advisory costs, loss on debt extinguishment, litigation reserve, asset impairments, debt modification costs, and loss (income) from discontinued operations.

Adjusted operating income (most comparable GAAP measure: operating income) – Measure of Covista’s operating income adjusted for restructuring expense, amortization of acquired intangible assets, litigation reserve, asset impairments, strategic advisory costs, and debt modification costs.

Adjusted EBITDA (most comparable GAAP measure: net income) – Measure of Covista’s net income adjusted for loss (income) from discontinued operations, interest expense, other income, net, provision for income taxes, depreciation, amortization of acquired intangible assets, amortization of cloud computing implementation assets, stock-based compensation, restructuring expense, litigation reserve, asset impairments, strategic advisory costs, and debt modification costs. Provision for income taxes, interest expense, and other income, net are not recorded at the reportable segments, and therefore, the segment adjusted EBITDA reconciliations begin with adjusted operating income.

Free cash flow (most comparable GAAP measure: net cash provided by operating activities-continuing operations) – Defined as net cash provided by operating activities-continuing operations less capital expenditures.

Net debt – Defined as long-term debt less cash and cash equivalents.

Net leverage – Defined as net debt divided by adjusted EBITDA.

A description of special items in our non-GAAP financial measures described above are as follows:

● Restructuring expense primarily related to workforce reductions, costs to exit certain course offerings, and prior real estate consolidations at Covista’s home office. We do not include normal, recurring, cash operating expenses in our restructuring expense.

● Amortization of acquired intangible assets.

● Amortization of cloud computing implementation assets.

● Strategic advisory costs related to expanding capabilities and bringing new capacities to market to further enhance our strategic position. We do not include normal, recurring, cash operating expenses in our strategic advisory costs.

● Reserves related to significant litigation.

● Loss on debt extinguishment related to amendments and repayments of our Senior Secured Notes due 2028, Term Loan B, and Revolver.

● Asset impairments related to adjusting certain operating lease assets and property and equipment as a result of adjusting carrying values to fair values.

● Debt modification costs related to refinancing our Term Loan B.

● Loss (income) from discontinued operations includes activity from ongoing litigation costs and settlements related to divestitures and the earn-outs we received.

Covista Inc.

Adjusted Operating Income

(unaudited)

(in thousands)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three Months Ended

​

Nine Months Ended

​

​

March 31,

​

March 31,

​

​

​

​

​

​

​

​

Increase/(Decrease)

​

​

​

​

​

​

​

​

Increase/(Decrease)

​

​

​

2026

​

2025

​

$

​

%

​

​

2026

​

2025

​

$

​

%

​

Chamberlain:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Operating income

​

$

47,696

​

$

47,516

​

$

180

​

0.4

%

​

$

105,302

​

$

115,716

​

$

(10,414)

​

(9.0)

%

Restructuring expense

​

​

199

​

​

(23)

​

​

222

​

​

​

​

​

2,024

​

​

1,912

​

​

112

​

​

​

Adjusted operating income

​

$

47,895

​

$

47,493

​

$

402

​

0.8

%

​

$

107,326

​

$

117,628

​

$

(10,302)

​

(8.8)

%

Operating margin

​

​

24.2

%

​

24.7

%

​

​

​

​

​

​

​

18.8

%

​

21.4

%

​

​

​

​

​

Adjusted operating margin

​

​

24.3

%

​

24.7

%

​

​

​

​

​

​

​

19.2

%

​

21.7

%

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Walden:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Operating income

​

$

39,540

​

$

45,194

​

$

(5,654)

​

(12.5)

%

​

$

168,035

​

$

133,929

​

$

34,106

​

25.5

%

Restructuring expense

​

​

31

​

​

—

​

​

31

​

​

​

​

​

460

​

​

—

​

​

460

​

​

​

Amortization of acquired intangible assets

​

​

2,805

​

​

2,805

​

​

—

​

​

​

​

​

8,415

​

​

8,415

​

​

—

​

​

​

Litigation reserve

​

​

—

​

​

—

​

​

—

​

​

​

​

​

—

​

​

(5,550)

​

​

5,550

​

​

​

Adjusted operating income (1)

​

$

42,376

​

$

47,999

​

$

(5,623)

​

(11.7)

%

​

$

176,910

​

$

136,794

​

$

40,116

​

29.3

%

Operating margin

​

​

21.2

%

​

25.3

%

​

​

​

​

​

​

​

28.3

%

​

26.2

%

​

​

​

​

​

Adjusted operating margin (1)

​

​

22.7

%

​

26.9

%

​

​

​

​

​

​

​

29.8

%

​

26.8

%

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Medical and Veterinary:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Operating income

​

$

21,127

​

$

17,800

​

$

3,327

​

18.7

%

​

$

62,454

​

$

53,934

​

$

8,520

​

15.8

%

Restructuring expense

​

​

375

​

​

121

​

​

254

​

​

​

​

​

855

​

​

236

​

​

619

​

​

​

Adjusted operating income

​

$

21,502

​

$

17,921

​

$

3,581

​

20.0

%

​

$

63,309

​

$

54,170

​

$

9,139

​

16.9

%

Operating margin

​

​

20.4

%

​

18.7

%

​

​

​

​

​

​

​

20.9

%

​

19.4

%

​

​

​

​

​

Adjusted operating margin

​

​

20.8

%

​

18.9

%

​

​

​

​

​

​

​

21.2

%

​

19.5

%

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Home Office:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Operating loss

​

$

(17,021)

​

$

(20,001)

​

$

2,980

​

14.9

%

​

$

(47,858)

​

$

(38,962)

​

$

(8,896)

​

(22.8)

%

Restructuring expense

​

​

258

​

​

412

​

​

(154)

​

​

​

​

​

1,889

​

​

778

​

​

1,111

​

​

​

Asset impairments

​

​

—

​

​

6,442

​

​

(6,442)

​

​

​

​

​

—

​

​

6,442

​

​

(6,442)

​

​

​

Strategic advisory costs

​

​

7,238

​

​

5,100

​

​

2,138

​

​

​

​

​

17,032

​

​

5,100

​

​

11,932

​

​

​

Debt modification costs

​

​

—

​

​

—

​

​

—

​

​

​

​

​

—

​

​

712

​

​

(712)

​

​

​

Adjusted operating loss

​

$

(9,525)

​

$

(8,047)

​

$

(1,478)

​

(18.4)

%

​

$

(28,937)

​

$

(25,930)

​

$

(3,007)

​

(11.6)

%

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Covista:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Operating income (GAAP) (1)

​

$

91,342

​

$

90,509

​

$

833

​

0.9

%

​

$

287,933

​

$

264,617

​

$

23,316

​

8.8

%

Restructuring expense

​

​

863

​

​

510

​

​

353

​

​

​

​

​

5,228

​

​

2,926

​

​

2,302

​

​

​

Amortization of acquired intangible assets

​

​

2,805

​

​

2,805

​

​

—

​

​

​

​

​

8,415

​

​

8,415

​

​

—

​

​

​

Litigation reserve

​

​

—

​

​

—

​

​

—

​

​

​

​

​

—

​

​

(5,550)

​

​

5,550

​

​

​

Asset impairments

​

​

—

​

​

6,442

​

​

(6,442)

​

​

​

​

​

—

​

​

6,442

​

​

(6,442)

​

​

​

Strategic advisory costs

​

​

7,238

​

​

5,100

​

​

2,138

​

​

​

​

​

17,032

​

​

5,100

​

​

11,932

​

​

​

Debt modification costs

​

​

—

​

​

—

​

​

—

​

​

​

​

​

—

​

​

712

​

​

(712)

​

​

​

Adjusted operating income (non-GAAP) (1)

​

$

102,248

​

$

105,366

​

$

(3,118)

​

(3.0)

%

​

$

318,608

​

$

282,662

​

$

35,946

​

12.7

%

Operating margin (GAAP) (1)

​

​

18.8

%

​

19.4

%

​

​

​

​

​

​

​

19.8

%

​

19.9

%

​

​

​

​

​

Adjusted operating margin (non-GAAP) (1)

​

​

21.0

%

​

22.6

%

​

​

​

​

​

​

​

21.9

%

​

21.2

%

​

​

​

​

​

(1) Walden revenue for the third quarter of fiscal year 2026 was impacted by a shift of one academic week from the third quarter to the second quarter, which resulted in $18.0 million of revenue being recognized during the second quarter of fiscal year 2026. Including the $18.0 million revenue timing impact in the third quarter of fiscal year 2026, Walden adjusted operating income would have increased 25.8%, or $12.4 million, to $60.4 million and Walden adjusted operating margin would have been 29.5%. Similarly, consolidated operating income would have increased 20.8%, or $18.8 million, to $109.4 million and consolidated adjusted operating income would have increased 14.1%, or $14.9 million, to $120.3 million. Consolidated operating margin would have been 21.7% and consolidated adjusted operating margin would have been 23.8%.

​

​

​

Covista Inc.

Adjusted EBITDA

(unaudited)

(in thousands)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three Months Ended

​

Nine Months Ended

​

​

March 31,

​

March 31,

​

​

​

​

​

​

​

​

Increase/(Decrease)

​

​

​

​

​

​

​

​

Increase/(Decrease)

​

​

​

2026

​

2025

​

$

​

%

​

​

2026

​

2025

​

$

​

%

​

Chamberlain:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Adjusted operating income (GAAP)

​

$

47,895

​

$

47,493

​

$

402

​

0.8

%

​

$

107,326

​

$

117,628

​

$

(10,302)

​

(8.8)

%

Depreciation

​

​

6,027

​

​

5,350

​

​

677

​

​

​

​

​

17,108

​

​

16,184

​

​

924

​

​

​

Amortization of cloud computing implementation assets

​

​

2,073

​

​

786

​

​

1,287

​

​

​

​

​

5,620

​

​

2,253

​

​

3,367

​

​

​

Stock-based compensation

​

​

2,465

​

​

3,178

​

​

(713)

​

​

​

​

​

8,709

​

​

10,290

​

​

(1,581)

​

​

​

Adjusted EBITDA (non-GAAP)

​

$

58,460

​

$

56,807

​

$

1,653

​

2.9

%

​

$

138,763

​

$

146,355

​

$

(7,592)

​

(5.2)

%

Adjusted EBITDA margin (non-GAAP)

​

​

29.7

%

​

29.5

%

​

​

​

​

​

​

​

24.8

%

​

27.0

%

​

​

​

​

​

Walden:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Adjusted operating income (GAAP)

​

$

42,376

​

$

47,999

​

$

(5,623)

​

(11.7)

%

​

$

176,910

​

$

136,794

​

$

40,116

​

29.3

%

Depreciation

​

​

2,075

​

​

1,951

​

​

124

​

​

​

​

​

6,089

​

​

5,428

​

​

661

​

​

​

Amortization of cloud computing implementation assets

​

​

1,918

​

​

763

​

​

1,155

​

​

​

​

​

5,023

​

​

2,242

​

​

2,781

​

​

​

Stock-based compensation

​

​

3,374

​

​

3,288

​

​

86

​

​

​

​

​

10,264

​

​

9,354

​

​

910

​

​

​

Adjusted EBITDA (non-GAAP) (1)

​

$

49,743

​

$

54,001

​

$

(4,258)

​

(7.9)

%

​

$

198,286

​

$

153,818

​

$

44,468

​

28.9

%

Adjusted EBITDA margin (non-GAAP) (1)

​

​

26.7

%

​

30.3

%

​

​

​

​

​

​

​

33.4

%

​

30.1

%

​

​

​

​

​

Medical and Veterinary:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Adjusted operating income (GAAP)

​

$

21,502

​

$

17,921

​

$

3,581

​

20.0

%

​

$

63,309

​

$

54,170

​

$

9,139

​

16.9

%

Depreciation

​

​

3,109

​

​

2,785

​

​

324

​

​

​

​

​

8,936

​

​

8,098

​

​

838

​

​

​

Amortization of cloud computing implementation assets

​

​

720

​

​

304

​

​

416

​

​

​

​

​

1,836

​

​

902

​

​

934

​

​

​

Stock-based compensation

​

​

2,129

​

​

1,848

​

​

281

​

​

​

​

​

6,221

​

​

5,613

​

​

608

​

​

​

Adjusted EBITDA (non-GAAP)

​

$

27,460

​

$

22,858

​

$

4,602

​

20.1

%

​

$

80,302

​

$

68,783

​

$

11,519

​

16.7

%

Adjusted EBITDA margin (non-GAAP)

​

​

26.5

%

​

24.0

%

​

​

​

​

​

​

​

26.9

%

​

24.7

%

​

​

​

​

​

Home Office:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Adjusted operating loss

​

$

(9,525)

​

$

(8,047)

​

$

(1,478)

​

(18.4)

%

​

$

(28,937)

​

$

(25,930)

​

$

(3,007)

​

(11.6)

%

Depreciation

​

​

166

​

​

188

​

​

(22)

​

​

​

​

​

494

​

​

557

​

​

(63)

​

​

​

Stock-based compensation

​

​

1,603

​

​

1,949

​

​

(346)

​

​

​

​

​

5,909

​

​

5,924

​

​

(15)

​

​

​

Adjusted EBITDA

​

$

(7,756)

​

$

(5,910)

​

$

(1,846)

​

(31.2)

%

​

$

(22,534)

​

$

(19,449)

​

$

(3,085)

​

(15.9)

%

Covista:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Net income (GAAP)

​

$

41,637

​

$

60,832

​

$

(19,195)

​

(31.6)

%

​

$

179,845

​

$

182,853

​

$

(3,008)

​

(1.6)

%

Loss (income) from discontinued operations

​

​

16,345

​

​

(38)

​

​

16,383

​

​

​

​

​

15,370

​

​

(4,638)

​

​

20,008

​

​

​

Interest expense

​

​

13,629

​

​

13,074

​

​

555

​

​

​

​

​

35,636

​

​

41,465

​

​

(5,829)

​

​

​

Other income, net

​

​

(232)

​

​

(1,898)

​

​

1,666

​

​

​

​

​

(4,422)

​

​

(6,779)

​

​

2,357

​

​

​

Provision for income taxes

​

​

19,963

​

​

18,539

​

​

1,424

​

​

​

​

​

61,504

​

​

51,716

​

​

9,788

​

​

​

Depreciation and amortization

​

​

18,893

​

​

14,932

​

​

3,961

​

​

​

​

​

53,521

​

​

44,079

​

​

9,442

​

​

​

Stock-based compensation

​

​

9,571

​

​

10,263

​

​

(692)

​

​

​

​

​

31,103

​

​

31,181

​

​

(78)

​

​

​

Restructuring expense

​

​

863

​

​

510

​

​

353

​

​

​

​

​

5,228

​

​

2,926

​

​

2,302

​

​

​

Litigation reserve

​

​

—

​

​

—

​

​

—

​

​

​

​

​

—

​

​

(5,550)

​

​

5,550

​

​

​

Asset impairments

​

​

—

​

​

6,442

​

​

(6,442)

​

​

​

​

​

—

​

​

6,442

​

​

(6,442)

​

​

​

Strategic advisory costs

​

​

7,238

​

​

5,100

​

​

2,138

​

​

​

​

​

17,032

​

​

5,100

​

​

11,932

​

​

​

Debt modification costs

​

​

—

​

​

—

​

​

—

​

​

​

​

​

—

​

​

712

​

​

(712)

​

​

​

Adjusted EBITDA (non-GAAP) (1)

​

$

127,907

​

$

127,756

​

$

151

​

0.1

%

​

$

394,817

​

$

349,507

​

$

45,310

​

13.0

%

Adjusted EBITDA margin (non-GAAP) (1)

​

​

26.3

%

​

27.4

%

​

​

​

​

​

​

​

27.2

%

​

26.3

%

​

​

​

​

​

(1) Walden revenue for the third quarter of fiscal year 2026 was impacted by a shift of one academic week from the third quarter to the second quarter, which resulted in $18.0 million of revenue being recognized during the second quarter of fiscal year 2026. Including the $18.0 million revenue timing impact in the third quarter of fiscal year 2026, Walden adjusted EBITDA would have increased 25.5%, or $13.8 million, to $67.8 million and Walden adjusted EBITDA margin would have been 33.1%. Similarly, consolidated adjusted EBITDA would have increased 14.2%, or $18.2 million, to $145.9 million and consolidated adjusted EBITDA margin would have been 28.9%.

​

Covista Inc.

Adjusted Earnings

(unaudited)

(in thousands, except per share data)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three Months Ended

​

Nine Months Ended

​

​

March 31,

​

March 31,

​

​

2026

​

2025

​

2026

​

2025

Net income (GAAP)

​

$

41,637

​

$

60,832

​

$

179,845

​

$

182,853

Restructuring expense

​

​

863

​

​

510

​

​

5,228

​

​

2,926

Amortization of acquired intangible assets

​

​

2,805

​

​

2,805

​

​

8,415

​

​

8,415

Strategic advisory costs

​

​

7,238

​

​

5,100

​

​

17,032

​

​

5,100

Loss on debt extinguishment, litigation reserve, asset impairments, and debt modification costs

​

​

3,828

​

​

8,180

​

​

4,810

​

​

3,342

Income tax impact on non-GAAP adjustments (1)

​

​

(3,676)

​

​

(4,134)

​

​

(8,822)

​

​

(4,821)

Loss (income) from discontinued operations

​

​

16,345

​

​

(38)

​

​

15,370

​

​

(4,638)

Adjusted net income (non-GAAP)

​

$

69,040

​

$

73,255

​

$

221,878

​

$

193,177

(1) Represents the income tax impact of non-GAAP continuing operations adjustments that is recognized in our GAAP financial statements.

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three Months Ended

​

Nine Months Ended

​

​

March 31,

​

March 31,

​

​

2026

​

2025

​

2026

​

2025

Diluted earnings per share (GAAP)

​

$

1.20

​

$

1.59

​

$

4.99

​

$

4.74

Effect on diluted earnings per share:

​

​

​

​

​

​

​

​

​

​

​

​

Restructuring expense

​

​

0.02

​

​

0.01

​

​

0.15

​

​

0.08

Amortization of acquired intangible assets

​

​

0.08

​

​

0.07

​

​

0.23

​

​

0.22

Strategic advisory costs

​

​

0.21

​

​

0.13

​

​

0.47

​

​

0.13

Loss on debt extinguishment, litigation reserve, asset impairments, and debt modification costs

​

​

0.11

​

​

0.21

​

​

0.13

​

​

0.09

Income tax impact on non-GAAP adjustments (1)

​

​

(0.11)

​

​

(0.11)

​

​

(0.24)

​

​

(0.12)

Loss (income) from discontinued operations

​

​

0.47

​

​

(0.00)

​

​

0.43

​

​

(0.12)

Adjusted earnings per share (non-GAAP)

​

$

1.98

​

$

1.92

​

$

6.16

​

$

5.01

Diluted shares

​

​

34,782

​

​

38,233

​

​

36,031

​

​

38,583

Note: May not sum due to rounding.

(1) Represents the income tax impact of non-GAAP continuing operations adjustments that is recognized in our GAAP financial statements.

​

Covista Inc.

Free Cash Flow

(unaudited)

(in thousands)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Twelve Months Ended

​

​

FY25

​

FY25

​

FY26

​

FY26

​

FY26

​

​

Q3

​

Q4

​

Q1

​

Q2

​

Q3

Net cash provided by operating activities-continuing operations (GAAP)

​

$

335,069

​

$

333,734

​

$

374,796

​

$

427,890

​

$

406,335

Capital expenditures

​

​

(47,914)

​

​

(50,327)

​

​

(55,936)

​

​

(59,880)

​

​

(69,872)

Free cash flow (non-GAAP)

​

$

287,155

​

$

283,407

​

$

318,860

​

$

368,010

​

$

336,463

​

​

​

Covista Inc.

Net Leverage

(unaudited)

(in thousands)

​

​	​	​	​
​	​	Twelve Months Ended
​	​	March 31, 2026
Covista:	​	​	​
Net income (GAAP)	​	$	234,057
Loss from discontinued operations	​	​	15,620
Interest expense	​	​	46,489
Other income, net	​	​	(6,933)
Provision for income taxes	​	​	75,625
Depreciation and amortization	​	​	68,607
Stock-based compensation	​	​	41,512
Restructuring expense	​	​	5,616
Strategic advisory costs	​	​	23,932
Loss on assets held for sale	​	​	490
Adjusted EBITDA (non-GAAP)	​	$	505,015
​	​	​	​
​	​	March 31, 2026
Long-term debt	​	$	510,000
Less: Cash and cash equivalents	​	​	(146,977)
Net debt (non-GAAP)	​	$	363,023
​	​	​	​
Net leverage (non-GAAP)	​	​	0.7 x

​

Filing Exhibits & Attachments

5 documents

Press Releases

• EX-99.1 EX-99.1 1.2 MB

Other Documents

• EX-101 EX-101.SCH 3.5 KB
• EX-101 EX-101.DEF 2.7 KB
• EX-101 EX-101.LAB 16.3 KB
• EX-101 EX-101.PRE 10.0 KB