Covista raises FY2027 adjusted EPS outlook to $9–$9.20
Chamberlain revenue rose 7.4% to $192.4 million, while its total students increased 1.3%.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Rhea-AI Filing Summary
Covista Inc. reported first-quarter fiscal 2027 revenue of $511.5 million, up 10.7% year over year, while total enrollment increased 7.6%. Net income was $67.4 million versus $61.8 million; diluted earnings per share were $1.95 versus $1.67, and adjusted EPS was $2.19, up 25.1%. Revenue increased across Chamberlain, Walden, and Medical and Veterinary, with Walden revenue up 14.1% and Medical and Veterinary revenue up 10.0%.
Covista raised FY2027 revenue guidance to $2,060 million to $2,095 million and adjusted EPS guidance to $9.00 to $9.20, from prior ranges of $2,050 million to $2,090 million and $8.90 to $9.15. Net cash provided by operating activities was $114.0 million, compared with $130.5 million a year earlier. Chief Financial Officer Robert Phelan plans to retire after nearly seven years and will remain in the role until a successor is named; a search is underway. Covista also launched Purpose at Scale, a three-year strategy focused on operational excellence, platform extension, employer integration, and technology.
How this balance works
Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.
It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.
Rhea-AI Sentiment measures something else, the tone of the wording.
Positive
- Moderate pointRevenue rose 10.7% year over year to $511.5 million.
- Moderate pointAdjusted EPS reached $2.19, up 25.1% year over year.
Negative
- Moderate pointOperating cash flow was $114.0 million, versus $130.5 million a year earlier.
Filing Explained
Alongside the reported earnings, the release shows completed capital uses: Covista repurchased
8-K Event Classification
Key Figures
Key Terms
Adjusted EBITDA financial
Free cash flow financial
Net debt financial
Net leverage financial
Earnings Snapshot
Fiscal 2027 revenue: $2,060 million to $2,095 million, or approximately 5.5% to 7% growth year over year; adjusted EPS: $9.00 to $9.20, or approximately 9% to 11.5% growth year over year.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What were CVSA's first-quarter fiscal 2027 revenue and earnings?
What is CVSA's fiscal 2027 revenue and adjusted EPS outlook?
What did CVSA announce about CFO Robert Phelan?
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
|
|
|
| ||
(Address of principal executive offices) |
| (Zip Code) |
(
(Registrant’s telephone number, including area code)
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):
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | | Trading Symbol | | Name of each exchange on |
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).
Emerging growth company
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. ☐
Item 2.02 Results of Operations and Financial Condition
On October 29, 2026, Covista Inc. (“Covista”) issued a press release announcing its first quarter fiscal 2027 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.
Cautionary Disclosure Regarding Forward-Looking Statements
Certain statements contained in this Form 8-K and related press 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,” “project,” “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.
Item 9.01 Financial Statements and Exhibits
99.1 | | Press Release of Covista Inc., dated October 29, 2026. |
104 | Cover Page Interactive Data File (formatted in Inline XBRL and included as Exhibit 101) |
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) | ||
Date: October 29, 2026
Exhibit 99.1
Investor Contact: Jeremy Cohen
Investor.Relations@Covista.com
Media Contact: Nick Lucido
CovistaMedia@Covista.com
Covista Reports First Quarter Fiscal Year 2027 Results; Raises Fiscal Year 2027 Revenue and Adjusted EPS Guidance
Total enrollment up 7.6% YoY
Revenue up 10.7% YoY
Diluted earnings per share $1.95; Adjusted EPS $2.19, growth of 25.1% YoY
Chief Financial Officer Robert Phelan announces planned retirement; will continue to serve until a successor is named
First quarter highlights
| ● | Total student enrollment of 104,713, up 7.6% year-over-year, achieved 13th straight quarter of growth |
| ● | Revenue of $511.5 million, up 10.7% year-over-year |
| ● | Chamberlain University achieved 3rd straight quarter of total enrollment growth and achieved 17th straight quarter of pre-licensure BSN total enrollment growth |
| ● | Walden University achieved 13th straight quarter of total enrollment growth, up 12.8% year-over-year, highest total enrollment in university history |
| ● | Medical and Veterinary delivered total enrollment growth of 3.5% year-over-year |
| ● | GAAP net income $67.4 million; adjusted EBITDA $131.2 million, up 17.1% year-over-year |
Capital allocation
| ● | Repurchased $84 million of shares in the first quarter |
| ● | Net leverage of 0.5x as of Sep. 30, 2026 |
| ● | Repriced our $510 million Term Loan B, reducing the interest rate margin by 25 basis points to SOFR plus 2.00% |
Increased fiscal year 2027 guidance
| ● | Revenue in the range of $2,060 million to $2,095 million, or approximately 5.5% to 7% growth year-over-year, and from a previous range of $2,050 million to $2,090 million |
| ● | Adjusted earnings per share in the range of $9.00 to $9.20, or approximately 9% to 11.5% growth year-over-year, and from a previous range of $8.90 to $9.15 |
CHICAGO – October 29, 2026 – Covista Inc. (NYSE: CVSA), America’s largest healthcare educator, today reported first quarter fiscal year 2027 results (ended Sep. 30, 2026). This quarter, the Company launched Purpose at Scale, its three-year strategy to train the next generation of healthcare professionals at industry-leading scale. Purpose at Scale is underpinned by operational excellence, platform extension, employer integration and a technology focus.
“Purpose at Scale is delivering and all four pillars of the strategy are contributing to our momentum. Total enrollment grew for the 13th consecutive quarter, powering our double-digit revenue growth and continued margin expansion. On that strength, we are raising our fiscal 2027 guidance,” said Steve Beard, Chairman and Chief Executive Officer, Covista. “The demand behind our strategy is durable, and Covista is critical infrastructure for American healthcare. We serve an urgent need in the communities where care matters most, and by doing that well, we are strategically positioned to create lasting value for our shareholders.”
Financial Highlights
Selected financial data for the three months ended Sep. 30, 2026:
| ● | Revenue of $511.5 million increased 10.7% compared with the prior year |
| ● | Operating income of $98.0 million, compared with $85.5 million in the prior year; adjusted operating income of $106.6 million, compared with $90.3 million in the prior year |
| ● | Net income of $67.4 million, compared with $61.8 million in the prior year; adjusted net income of $75.8 million, compared with $64.9 million in the prior year |
| ● | Diluted earnings per share of $1.95, compared with $1.67 in the prior year; adjusted earnings per share of $2.19, compared with $1.75 in the prior year |
| ● | Adjusted EBITDA of $131.2 million, compared with $112.0 million in the prior year; adjusted EBITDA margin of 25.6%, compared with 24.2% in the prior year |
Business Highlights
| ● | Covista's strategic nursing collaboration with Advocate Health began enrolling students through Chamberlain University in Wisconsin. Building on that successful launch, the relationship is expanding to Chamberlain's three Chicago-area campuses. |
| ● | Chamberlain University opened its Cincinnati and Salt Lake City campuses. The Company also announced it will open its 27th campus in Nashville, which is expected to begin classes in January 2027. |
| ● | Walden University launched four new programs this quarter. Programs introduced heading into the 2026 academic year have already enrolled more than 2,000 students, demonstrating Walden’s speed to market in high-demand fields. |
| ● | Covista released new analysis showing that students at Ross University School of Medicine and American University of the Caribbean School of Medicine passed the United States Medical Licensing Examination® (USMLE®) Step 1 on their first attempt at rates |
| comparable to or higher than U.S. MD students with similar MCAT scores in most score bands.¹ |
| ● | Covista’s performance and responsible business practices continued to earn national recognition, including TIME’s America’s Growth Leaders 2027 and World’s Best Companies 2026, and Newsweek’s America’s Greenest Companies 2027 and America’s Greatest Companies 2026. |
Segment Highlights
Chamberlain
| | Three Months Ended | ||
$ in millions | | September 30, | ||
| | 2026 | 2025 | % Change |
Revenue | | $192.4 | $179.2 | 7.4% |
Operating Income | | $26.7 | $25.6 | 4.4% |
Adj. Operating Income | | $26.7 | $25.6 | 4.4% |
Adj. EBITDA | | $37.6 | $35.1 | 7.1% |
Total Students(2) | | 40,351 | 39,846 | 1.3% |
| ● | Total student enrollment increased 1.3% compared with the prior year, driven by growth in pre-licensure nursing. |
Walden
| | Three Months Ended | ||
$ in millions | | September 30, | ||
| | 2026 | 2025 | % Change |
Revenue | | $216.7 | $190.0 | 14.1% |
Operating Income | | $63.6 | $53.3 | 19.5% |
Adj. Operating Income | | $65.0 | $56.1 | 16.0% |
Adj. EBITDA | | $71.9 | $61.9 | 16.1% |
Total Students(2) | | 58,881 | 52,216 | 12.8% |
| ● | Total student enrollment increased 12.8% compared with the prior year, driven by growth in healthcare and non-healthcare programs. |
Medical and Veterinary
| | Three Months Ended | ||
$ in millions | | September 30, | ||
| | 2026 | 2025 | % Change |
Revenue | | $102.5 | $93.1 | 10.0% |
Operating Income | | $22.3 | $16.7 | 33.0% |
Adj. Operating Income | | $22.3 | $16.8 | 32.7% |
Adj. EBITDA | | $27.4 | $21.4 | 27.9% |
Total Students(2) | | 5,481 | 5,297 | 3.5% |
| ● | Total student enrollment increased 3.5% compared with the prior year, driven by growth in both medical and veterinary. |
Fiscal Year 2027 Outlook
Covista raised its revenue guidance for fiscal year 2027 from a range of $2,050 million to $2,090 million, or approximately 5% to 7% growth year-over-year, to a range of $2,060 million to $2,095 million, or approximately 5.5% to 7% growth year-over-year.
Covista also raised its adjusted earnings per share guidance from a range of $8.90 to $9.15, or approximately 8% to 11% growth year-over-year, to a range of $9.00 to $9.20, or approximately 9% to 11.5% growth year-over-year.
Management Update
Chief Financial Officer Robert Phelan has decided to retire from Covista after nearly seven years, as part of a planned transition. He will remain in this role until a successor is named, with no change in responsibilities. He will support the incoming Chief Financial Officer through a transition period. An active search is underway.
Conference Call and Webcast Information
Covista will hold a conference call to discuss its first quarter fiscal year 2027 results today at 4:00 p.m. CT (5:00 p.m. ET).
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:13762351. The call will be simulcast through the Covista investor relations website at: https://investors.covista.com.
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: 13762351, or visit the Covista investor relations website.
About Covista
Covista (NYSE: CVSA) is America's largest healthcare educator, serving 100,000 students and supported by a community of 400,000 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.
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,” “project,” “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 may not contain all of the factors that are important to you. We cannot assure you that we will realize the results, 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 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.
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. | Comparison using university and AAMC data. Data is based on students who matriculated between 2021-2023 and sat for the USMLE Step 1 as of August 2026. Not all matriculants sat for the USMLE Step 1 exam. Students must successfully matriculate, complete the Medical Sciences curriculum and pass a school approved Medical Sciences Comprehensive Exam to sit for the USMLE Step 1 exam. |
| 2. | Represents total students attending sessions during each institution’s most recent enrollment period in Q1 FY 2027 and Q1 FY 2026. |
###
Covista Inc.
Consolidated Balance Sheets
(unaudited)
(in thousands)
| | September 30, | | June 30, | ||
| | 2026 | | 2026 | ||
Assets: | | | | | | |
Current assets: | | | | | | |
Cash and cash equivalents | | $ | 222,223 | | $ | 406,316 |
Restricted cash | |
| 2,336 | |
| 1,438 |
Accounts and financing receivables, net | |
| 241,469 | |
| 169,561 |
Prepaid expenses and other current assets | |
| 86,542 | |
| 75,126 |
Total current assets | |
| 552,570 | |
| 652,441 |
Noncurrent assets: | |
| | |
| |
Property and equipment, net | |
| 324,706 | |
| 302,649 |
Operating lease assets | |
| 197,511 | |
| 204,364 |
Intangible assets, net | |
| 752,860 | |
| 754,254 |
Goodwill | |
| 961,262 | |
| 961,262 |
Other assets, net | |
| 139,364 | |
| 137,738 |
Total noncurrent assets | |
| 2,375,703 | |
| 2,360,267 |
Total assets | | $ | 2,928,273 | | $ | 3,012,708 |
Liabilities and shareholders' equity: | |
| | |
| |
Current liabilities: | |
| | |
| |
Accounts payable | | $ | 96,383 | | $ | 124,763 |
Accrued payroll and benefits | |
| 57,720 | |
| 78,669 |
Accrued liabilities | |
| 126,214 | |
| 94,364 |
Deferred revenue | |
| 365,096 | |
| 259,125 |
Current operating lease liabilities | |
| 33,984 | |
| 34,799 |
Current portion of long-term debt | |
| 5,100 | |
| 5,100 |
Total current liabilities | |
| 684,497 | |
| 596,820 |
Noncurrent liabilities: | |
| | |
| |
Long-term debt | |
| 495,131 | |
| 657,750 |
Long-term operating lease liabilities | |
| 219,374 | |
| 207,846 |
Deferred income taxes | |
| 69,320 | |
| 61,782 |
Other liabilities | |
| 38,308 | |
| 42,325 |
Total noncurrent liabilities | |
| 822,133 | |
| 969,703 |
Total liabilities | |
| 1,506,630 | |
| 1,566,523 |
Commitments and contingencies | |
| | |
| |
Total shareholders' equity | |
| 1,421,643 | |
| 1,446,185 |
Total liabilities and shareholders' equity | | $ | 2,928,273 | | $ | 3,012,708 |
Covista Inc.
Consolidated Statements of Income
(unaudited)
(in thousands, except per share data)
| | Three Months Ended | ||||
| | September 30, | ||||
| | 2026 | | 2025 | ||
Revenue | | $ | 511,534 | | $ | 462,288 |
Operating cost and expense: | |
| | | | |
Cost of educational services | |
| 220,759 | |
| 200,767 |
Student services and administrative expense | |
| 192,585 | |
| 175,734 |
Restructuring expense | |
| 163 | |
| 310 |
Total operating cost and expense | |
| 413,507 | |
| 376,811 |
Operating income | |
| 98,027 | |
| 85,477 |
Interest expense | |
| (9,944) | |
| (11,090) |
Other income, net | |
| 1,416 | |
| 2,486 |
Income from continuing operations before income taxes | |
| 89,499 | |
| 76,873 |
Provision for income taxes | |
| (18,017) | |
| (15,811) |
Income from continuing operations | |
| 71,482 | |
| 61,062 |
Discontinued operations: | |
| | | | |
(Loss) income from discontinued operations before income taxes | |
| (5,420) | |
| 747 |
Benefit from income taxes | |
| 1,365 | |
| 23 |
(Loss) income from discontinued operations | |
| (4,055) | |
| 770 |
Net income and comprehensive income | | $ | 67,427 | | $ | 61,832 |
| | | | | | |
Earnings (loss) per share: | |
| | | | |
Basic: | |
| | | | |
Continuing operations | | $ | 2.11 | | $ | 1.69 |
Discontinued operations | | $ | (0.12) | | $ | 0.02 |
Total basic earnings per share | | $ | 1.99 | | $ | 1.71 |
Diluted: | |
| | |
| |
Continuing operations | | $ | 2.07 | | $ | 1.65 |
Discontinued operations | | $ | (0.12) | | $ | 0.02 |
Total diluted earnings per share | | $ | 1.95 | | $ | 1.67 |
| | | | | | |
Weighted-average shares outstanding: | | | | | | |
Basic shares | | | 33,951 | | | 36,111 |
Diluted shares | | | 34,573 | | | 37,057 |
Covista Inc.
Consolidated Statements of Cash Flows
(unaudited)
(in thousands)
| | Three Months Ended | ||||
| | September 30, | ||||
| | 2026 | | 2025 | ||
Operating activities: | | | | | | |
Net income | | $ | 67,427 | | $ | 61,832 |
Loss (income) from discontinued operations | |
| 4,055 | |
| (770) |
Income from continuing operations | | | 71,482 | | | 61,062 |
Adjustments to reconcile net income to net cash provided by operating activities: | |
| | |
| |
Stock-based compensation | |
| 8,181 | |
| 8,293 |
Amortization of operating lease assets | | | 7,018 | | | 7,216 |
Depreciation | |
| 10,862 | |
| 10,296 |
Amortization of acquired intangible assets | |
| 1,394 | |
| 2,805 |
Amortization and write-off of debt discount and issuance costs | | | 660 | | | 1,145 |
Provision for credit losses | | | 22,402 | | | 14,883 |
Deferred income taxes | |
| 8,798 | |
| 54,413 |
Loss on disposals and impairments of property and equipment | |
| — | |
| 2 |
Loss (gain) on investments | | | 218 | | | (680) |
Changes in assets and liabilities: | |
| | |
| |
Accounts and financing receivables | |
| (94,219) | |
| (62,690) |
Prepaid expenses and other current assets | |
| (10,788) | |
| (29,841) |
Cloud computing implementation assets | |
| (3,292) | |
| (4,812) |
Accounts payable | |
| (13,536) | |
| 1,378 |
Accrued payroll and benefits | | | (20,886) | | | (24,359) |
Accrued liabilities | |
| 13,025 | |
| (12,287) |
Deferred revenue | |
| 107,928 | |
| 109,082 |
Operating lease liabilities | | | 10,548 | | | (4,317) |
Other assets and liabilities | |
| (5,524) | |
| (960) |
Net cash provided by operating activities-continuing operations | |
| 114,271 | |
| 130,629 |
Net cash used in operating activities-discontinued operations | |
| (233) | |
| (80) |
Net cash provided by operating activities | |
| 114,038 | |
| 130,549 |
Investing activities: | |
| | | | |
Capital expenditures | |
| (37,592) | |
| (16,023) |
Proceeds from sales of marketable securities | |
| — | |
| 100 |
Purchases of marketable securities | |
| — | |
| (100) |
Net cash used in investing activities | |
| (37,592) | |
| (16,023) |
Financing activities: | |
| | | | |
Proceeds from exercise of stock options | |
| — | |
| 131 |
Employee taxes paid on withholding shares | |
| (16,203) | |
| (39,119) |
Proceeds from stock issued under Colleague Stock Purchase Plan | |
| 564 | |
| 411 |
Repurchases of common stock for treasury | |
| (81,002) | |
| (7,595) |
Repayments under long-term debt obligations | |
| (163,000) | |
| — |
Payment of debt issuance costs | |
| — | |
| (3,333) |
Net cash used in financing activities | |
| (259,641) | |
| (49,505) |
Net (decrease) increase in cash, cash equivalents and restricted cash | |
| (183,195) | |
| 65,021 |
Cash, cash equivalents and restricted cash at beginning of period | |
| 407,754 | |
| 201,164 |
Cash, cash equivalents and restricted cash at end of period | | $ | 224,559 | | $ | 266,185 |
Covista Inc.
Segment Revenue
(unaudited)
(in thousands)
| | Three Months Ended | | |||||||||
| | September 30, | | |||||||||
| | | | | | | | Increase/(Decrease) | | |||
| | 2026 | | 2025 | | $ | | % | | |||
Revenue: | | | | | | | | | | | | |
Chamberlain | | $ | 192,400 | | $ | 179,201 | | $ | 13,199 | | 7.4 | % |
Walden | | | 216,673 | | | 189,960 | | | 26,713 | | 14.1 | % |
Medical and Veterinary | | | 102,461 | | | 93,127 | | | 9,334 | | 10.0 | % |
Consolidated | | $ | 511,534 | | $ | 462,288 | | $ | 49,246 | | 10.7 | % |
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, debt modification costs, U.S. tax benefit due to an increase in foreign-derived income, 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, debt modification costs, U.S. tax benefit due to an increase in foreign-derived income, 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, 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, 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 total long-term debt principal 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 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. |
| ● | Loss on debt extinguishment related to the amendment of the Revolver. |
| ● | Debt modification costs related to refinancing our Term Loan B. |
| ● | U.S. tax benefit due to an increase in foreign-derived income. |
| ● | Loss (income) from discontinued operations includes activity from ongoing litigation costs and settlements related to prior divestitures. |
Covista Inc.
Adjusted Operating Income
(unaudited)
(in thousands)
| | Three Months Ended | | |||||||||
| | September 30, | | |||||||||
| | | | | | | | Increase/(Decrease) | | |||
| | 2026 | | 2025 | | $ | | % | | |||
Chamberlain: | | | | | | | | | | | | |
Operating income | | $ | 26,730 | | $ | 25,608 | | $ | 1,122 | | 4.4 | % |
Adjusted operating income | | $ | 26,730 | | $ | 25,608 | | $ | 1,122 | | 4.4 | % |
Operating margin | | | 13.9 | % | | 14.3 | % | | | | | |
Adjusted operating margin | | | 13.9 | % | | 14.3 | % | | | | | |
| | | | | | | | | | | | |
Walden: | | | | | | | | | | | | |
Operating income | | $ | 63,649 | | $ | 53,269 | | $ | 10,380 | | 19.5 | % |
Amortization of acquired intangible assets | | | 1,394 | | | 2,805 | | | (1,411) | | | |
Adjusted operating income | | $ | 65,043 | | $ | 56,074 | | $ | 8,969 | | 16.0 | % |
Operating margin | | | 29.4 | % | | 28.0 | % | | | | | |
Adjusted operating margin | | | 30.0 | % | | 29.5 | % | | | | | |
| | | | | | | | | | | | |
Medical and Veterinary: | | | | | | | | | | | | |
Operating income | | $ | 22,251 | | $ | 16,728 | | $ | 5,523 | | 33.0 | % |
Restructuring expense | | | — | | | 44 | | | (44) | | | |
Adjusted operating income | | $ | 22,251 | | $ | 16,772 | | $ | 5,479 | | 32.7 | % |
Operating margin | | | 21.7 | % | | 18.0 | % | | | | | |
Adjusted operating margin | | | 21.7 | % | | 18.0 | % | | | | | |
| | | | | | | | | | | | |
Covista(1): | | | | | | | | | | | | |
Operating income (GAAP) | | $ | 98,027 | | $ | 85,477 | | $ | 12,550 | | 14.7 | % |
Restructuring expense | | | 163 | | | 310 | | | (147) | | | |
Amortization of acquired intangible assets | | | 1,394 | | | 2,805 | | | (1,411) | | | |
Strategic advisory costs | | | 6,231 | | | 1,684 | | | 4,547 | | | |
Debt modification costs | | | 756 | | | — | | | 756 | | | |
Adjusted operating income (non-GAAP) | | $ | 106,571 | | $ | 90,276 | | $ | 16,295 | | 18.1 | % |
Operating margin (GAAP) | | | 19.2 | % | | 18.5 | % | | | | | |
Adjusted operating margin (non-GAAP) | | | 20.8 | % | | 19.5 | % | | | | | |
(1) Consolidated results include Home Office activities not allocated to segments.
Covista Inc.
Adjusted EBITDA
(unaudited)
(in thousands)
| | Three Months Ended | | |||||||||
| | September 30, | | |||||||||
| | | | | | | | Increase/(Decrease) | | |||
| | 2026 | | 2025 | | $ | | % | | |||
Chamberlain: | | | | | | | | | | | | |
Adjusted operating income (GAAP) | | $ | 26,730 | | $ | 25,608 | | $ | 1,122 | | 4.4 | % |
Depreciation | | | 6,094 | | | 5,375 | | | 719 | | | |
Amortization of cloud computing implementation assets | | | 2,386 | | | 1,527 | | | 859 | | | |
Stock-based compensation | | | 2,372 | | | 2,570 | | | (198) | | | |
Adjusted EBITDA (non-GAAP) | | $ | 37,582 | | $ | 35,080 | | $ | 2,502 | | 7.1 | % |
Adjusted EBITDA margin (non-GAAP) | | | 19.5 | % | | 19.6 | % | | | | | |
| | | | | | | | | | | | |
Walden: | | | | | | | | | | | | |
Adjusted operating income (GAAP) | | $ | 65,043 | | $ | 56,074 | | $ | 8,969 | | 16.0 | % |
Depreciation | | | 1,784 | | | 1,940 | | | (156) | | | |
Amortization of cloud computing implementation assets | | | 2,253 | | | 1,204 | | | 1,049 | | | |
Stock-based compensation | | | 2,782 | | | 2,653 | | | 129 | | | |
Adjusted EBITDA (non-GAAP) | | $ | 71,862 | | $ | 61,871 | | $ | 9,991 | | 16.1 | % |
Adjusted EBITDA margin (non-GAAP) | | | 33.2 | % | | 32.6 | % | | | | | |
| | | | | | | | | | | | |
Medical and Veterinary: | | | | | | | | | | | | |
Adjusted operating income (GAAP) | | $ | 22,251 | | $ | 16,772 | | $ | 5,479 | | 32.7 | % |
Depreciation | | | 2,823 | | | 2,820 | | | 3 | | | |
Amortization of cloud computing implementation assets | | | 931 | | | 411 | | | 520 | | | |
Stock-based compensation | | | 1,390 | | | 1,410 | | | (20) | | | |
Adjusted EBITDA (non-GAAP) | | $ | 27,395 | | $ | 21,413 | | $ | 5,982 | | 27.9 | % |
Adjusted EBITDA margin (non-GAAP) | | | 26.7 | % | | 23.0 | % | | | | | |
| | | | | | | | | | | | |
Covista(1): | | | | | | | | | | | | |
Net income (GAAP) | | $ | 67,427 | | $ | 61,832 | | $ | 5,595 | | 9.0 | % |
Loss (income) from discontinued operations | | | 4,055 | | | (770) | | | 4,825 | | | |
Interest expense | | | 9,944 | | | 11,090 | | | (1,146) | | | |
Other income, net | | | (1,416) | | | (2,486) | | | 1,070 | | | |
Provision for income taxes | | | 18,017 | | | 15,811 | | | 2,206 | | | |
Depreciation and amortization | | | 17,826 | | | 16,243 | | | 1,583 | | | |
Stock-based compensation | | | 8,181 | | | 8,293 | | | (112) | | | |
Restructuring expense | | | 163 | | | 310 | | | (147) | | | |
Strategic advisory costs | | | 6,231 | | | 1,684 | | | 4,547 | | | |
Debt modification costs | | | 756 | | | — | | | 756 | | | |
Adjusted EBITDA (non-GAAP) | | $ | 131,184 | | $ | 112,007 | | $ | 19,177 | | 17.1 | % |
Adjusted EBITDA margin (non-GAAP) | | | 25.6 | % | | 24.2 | % | | | | | |
(1) Consolidated results include Home Office activities not allocated to segments.
Covista Inc.
Adjusted Earnings
(unaudited)
(in thousands, except per share data)
| | Three Months Ended | ||||
| | September 30, | ||||
| | 2026 | | 2025 | ||
Net income (GAAP) | | $ | 67,427 | | $ | 61,832 |
Restructuring expense | | | 163 | | | 310 |
Amortization of acquired intangible assets | | | 1,394 | | | 2,805 |
Strategic advisory costs | | | 6,231 | | | 1,684 |
Loss on debt extinguishment and debt modification costs | | | 756 | | | 295 |
U.S. tax benefit due to an increase in foreign-derived income | | | (2,031) | | | — |
Income tax impact on non-GAAP adjustments(1) | | | (2,152) | | | (1,224) |
Loss (income) from discontinued operations | | | 4,055 | | | (770) |
Adjusted net income (non-GAAP) | | $ | 75,843 | | $ | 64,932 |
| (1) | Represents the income tax impact of non-GAAP continuing operations adjustments that is recognized in our GAAP financial statements. |
| | Three Months Ended | ||||
| | September 30, | ||||
| | 2026 | | 2025 | ||
Diluted earnings per share (GAAP) | | $ | 1.95 | | $ | 1.67 |
Effect on diluted earnings per share: | | | | | | |
Restructuring expense | | | 0.00 | | | 0.01 |
Amortization of acquired intangible assets | | | 0.04 | | | 0.08 |
Strategic advisory costs | | | 0.18 | | | 0.05 |
Loss on debt extinguishment and debt modification costs | | | 0.02 | | | 0.01 |
U.S. tax benefit due to an increase in foreign-derived income | | | (0.06) | | | - |
Income tax impact on non-GAAP adjustments(1) | | | (0.06) | | | (0.03) |
Loss (income) from discontinued operations | | | 0.12 | | | (0.02) |
Adjusted earnings per share (non-GAAP) | | $ | 2.19 | | $ | 1.75 |
Diluted shares | | | 34,573 | | | 37,057 |
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 | |||||||||||||
| | FY26 | | FY26 | | FY26 | | FY26 | | FY27 | |||||
| | Q1 | | Q2 | | Q3 | | Q4 | | Q1 | |||||
Net cash provided by operating activities-continuing operations (GAAP) | | $ | 374,796 | | $ | 427,890 | | $ | 406,335 | | $ | 470,796 | | $ | 454,438 |
Capital expenditures | | | (55,936) | | | (59,880) | | | (69,872) | | | (77,696) | | | (99,265) |
Free cash flow (non-GAAP) | | $ | 318,860 | | $ | 368,010 | | $ | 336,463 | | $ | 393,100 | | $ | 355,173 |
Covista Inc.
Net Leverage
(unaudited)
(in thousands)
| | Twelve Months Ended | |
| | September 30, 2026 | |
Covista: | | | |
Net income (GAAP) | | $ | 257,161 |
Loss from discontinued operations | | | 20,634 |
Interest expense | | | 44,289 |
Other income, net | | | (6,108) |
Provision for income taxes | | | 79,950 |
Depreciation and amortization | | | 73,836 |
Stock-based compensation | | | 41,104 |
Restructuring expense | | | 6,182 |
Strategic advisory costs | | | 23,109 |
Debt modification costs | | | 756 |
Adjusted EBITDA (non-GAAP) | | $ | 540,913 |
| | | |
| | September 30, 2026 | |
Total long-term debt principal | | $ | 510,000 |
Less: Cash and cash equivalents | | | (222,223) |
Net debt (non-GAAP) | | $ | 287,777 |
| | | |
Net leverage (non-GAAP) | | | 0.5x |