UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________________

FORM 10-Q

 

(Mark One)

For the quarterly period ended September 30, 2007

OR

 

For the transition period from ________ to ________

 

 

 

 

Registrant's telephone number, including area code: (317) 706-9200

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

 

 

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

 

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

 

 

 

Number of shares of Common Stock, $.01 par value, outstanding at September 30, 2007

ITT EDUCATIONAL SERVICES, INC.

Carmel, Indiana

 

Quarterly Report to Securities and Exchange Commission

September 30, 2007

 

PART I

FINANCIAL INFORMATION

 

Item 1. Financial Statements.

 

 

Index

 

 

Condensed Consolidated Balance Sheets as of September 30, 2007 and 2006 (unaudited) and

December 31, 2006

 

Condensed Consolidated Statements of Income (unaudited) for the three and nine months ended

September 30, 2007 and 2006

 

Condensed Consolidated Statements of Cash Flows (unaudited) for the three and nine months ended

September 30, 2007 and 2006

 

Condensed Consolidated Statements of Shareholders’ Equity for the nine months ended

September 30, 2007 and 2006 (unaudited) and the year ended December 31, 2006

 

Notes to Condensed Consolidated Financial Statements

 

 

 

 

 

 

 

 

 

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

ITT EDUCATIONAL SERVICES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2007

(Dollars in thousands, except per share data and unless otherwise stated)

 

 

We are a leading provider of technology-oriented postsecondary education in the United States based on revenue and student enrollment. As of September 30, 2007, we were offering diploma and associate, bachelor and master degree programs to approximately 54,000 students. As of September 30, 2007, we had 95 institutes and nine learning sites located in 34 states. All of our institutes are authorized by the applicable education authorities of the states in which they operate and are accredited by an accrediting commission recognized by the U.S. Department of Education (“ED”). We have provided career-oriented education programs since 1969 under the “ITT Technical Institute” name. Our corporate headquarters are located in Carmel, Indiana.

 

The accompanying unaudited condensed consolidated financial statements include our wholly-owned subsidiaries' accounts and have been prepared in accordance with generally accepted accounting principles in the United States of America for interim periods and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures, including significant accounting policies, normally included in a complete presentation of financial statements prepared in accordance with those principles, rules and regulations have been omitted. The Condensed Consolidated Balance Sheet as of December 31, 2006 was derived from audited financial statements but, as presented in this report, may not include all disclosures required by accounting principles generally accepted in the United States. In the opinion of our management, the financial statements contain all adjustments necessary to fairly state our financial condition and results of operations. The interim financial information should be read in conjunction with the audited consolidated financial statements and notes thereto contained in our Annual Report on Form 10-K as filed with the SEC for the year ended December 31, 2006.

 

 

Income Taxes. Effective January 1, 2007, we adopted Financial Accounting Standards Board (“FASB”) Interpretation Number 48, “Accounting for Uncertainty in Income Taxes, an interpretation of FASB Statement No. 109” (“FIN 48”), which prescribes a single, comprehensive model for how a company should recognize, measure, present and disclose in its financial statements uncertain tax positions that the company has taken or expects to take on its tax returns. Upon adoption of FIN 48, we recognized a decrease of approximately $3,391 in the liability for unrecognized tax benefits, which was accounted for as an increase to retained earnings of $2,169 as of January 1, 2007 and a reduction of federal tax benefits of $1,222.

 

As of January 1, 2007, after the implementation of FIN 48, our unrecognized tax benefits were $6,820. We estimated that our unrecognized tax benefits would increase by approximately $1,500 in the 12 months following the adoption of FIN 48 for federal and state tax positions related to the current and prior years. As of September 30, 2007, we did not anticipate any circumstance or event that would cause us to materially revise this estimate. The amount of unrecognized tax benefits that, if recognized, would have affected the effective tax rate as of the date of adoption was $5,494 and as of September 30, 2007 was approximately $6,827.

 

We record interest and penalties related to unrecognized tax benefits in income tax expense. As of January 1, 2007, we had approximately $523 accrued for the payment of interest and penalties related to unrecognized tax benefits in our Condensed Consolidated Balance Sheet.

 

We file income tax returns in the United States (federal) and in various state and local jurisdictions. As of January 1, 2007, in most instances, we were no longer subject to federal, state and local income tax examinations for years prior to 2003. As of September 30, 2007, in most instances, we were no longer subject to federal, state and local income tax examinations for years prior to 2004.

 

Guarantees. In accordance with FASB Interpretation No. 45, “Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness to Others, an interpretation of FASB Statements No. 5, 57 and 107 and a rescission of FASB Interpretation No. 34” (“FIN 45”), we recognize a liability for the fair value of a guarantee obligation upon its issuance.

 

 

In February 2007, the FASB issued Statement of Financial Accounting Standards (“SFAS”) No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities” (“SFAS No. 159”), which permits companies to choose to measure certain financial instruments and other items at fair value that are not currently required to be measured at fair value.  SFAS No. 159 is effective for fiscal years beginning after November 15, 2007. We will adopt SFAS No. 159 no later than January 1, 2008. We do not believe that SFAS No. 159 will have a material impact on our consolidated financial statements.

 

In September 2006, the FASB issued SFAS No. 158, “Employers’ Accounting for Defined Pension and Other Postretirement Plans – an amendment of FASB Statements No. 87, 88, 106 and 132(R)” (“SFAS No. 158”), which requires a company to measure the funded status of a defined benefit postretirement plan as of the date of the company’s year-end balance sheet. This provision of SFAS No. 158 is effective for fiscal years ending after December 15, 2008 and will be adopted by us no later than December 31,

2008. We have not determined the effect that the adoption of this provision of SFAS No. 158 will have on our consolidated financial statements.

 

Also in September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements” (“SFAS No. 157”), which provides guidance on the use of fair value to measure assets and liabilities and expands the disclosure required in a company’s financial statements for fair value measurements. SFAS No. 157 will apply whenever other accounting pronouncements require or permit fair value measurements for assets and liabilities and is effective for fiscal years beginning after November 15, 2007. We will adopt SFAS No. 157 no later than January 1, 2008. We do not believe that SFAS No. 157 will have a material impact on our consolidated financial statements.

 

 

The stock-based compensation expense and related income tax benefit recognized in our Condensed Consolidated Statements of Income in the periods indicated were as follows:

 

 

We did not capitalize any stock-based compensation cost in the three or nine months ended September 30, 2007 or 2006.

 

As of September 30, 2007, we estimated that pre-tax compensation expense for unvested stock-based compensation grants in the amount of approximately $8,585, net of estimated forfeitures, will be recognized in future periods. This expense will be recognized over the remaining service period applicable to the grantees which, on a weighted-average basis, is approximately 3.0 years.

 

The stock options granted, forfeited, exercised and expired in the period indicated were as follows:

 

 

_____________________________

(1) The aggregate intrinsic value of the stock options was calculated by multiplying the number of shares subject to the options outstanding or exercisable, as applicable, by the closing market price of our common stock on September 28, 2007, and subtracting the applicable aggregate exercise price.

 

Information regarding the stock options granted and exercised in the periods indicated was as follows:

 

 

The fair value of each stock option grant was estimated on the date of grant using the following assumptions:

 

 

There were no stock options granted in the three months ended September 30, 2007.

 

The following table sets forth the shares of restricted stock and the restricted stock units (“RSUs”) that were granted, forfeited and vested in the period indicated:

 

 

 

Our Board of Directors has authorized us to repurchase the following number of shares of our common stock pursuant to our share repurchase program (the “Repurchase Program”):

 

 

The shares that remained available for repurchase under the Repurchase Program were 5,322,100 as of September 30, 2007. The terms of the Repurchase Program provide that we may repurchase shares of our common stock, from time to time depending on market conditions and other considerations, in the open market or through privately negotiated transactions in accordance with Rule 10b-18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Unless earlier terminated by our Board of Directors, the Repurchase Program will expire when we repurchase all shares authorized for repurchase thereunder.

 

Information regarding the shares of our common stock that we repurchased in the periods indicated is as follows:

 

 

 

On December 22, 2006, we entered into a credit agreement with a single lender to borrow up to $150,000 under a revolving credit facility. We can borrow under the credit facility on either a secured or unsecured basis. The credit agreement matures on October 1, 2009 and the amount of credit available thereunder decreases by $21,429 each calendar quarter beginning April 1, 2008.

 

Borrowings under the credit agreement bear interest at variable rates based on fixed increments over the London Interbank Offered Rate (“LIBOR”). As of September 30, 2007, we had $150,000 of secured borrowings under the credit agreement at an interest rate of 5.65% per annum. Approximately $157,950 of our investments served as collateral for the secured borrowings as of September 30, 2007.

 

We recognized interest expense on our borrowings under the credit agreement in the amount of $2,117 during the three months ended September 30, 2007 and $6,297 during the nine months ended September 30, 2007. The interest expense is recorded in interest income, net in the Condensed Consolidated Statements of Income.

 

The following table sets forth how our investments were classified on our Condensed Consolidated Balance Sheets as of the dates indicated:

 

 

The following table sets forth the aggregate fair market value of our available-for-sale investments and aggregate amortized cost of our held-to-maturity investments as of the dates indicated:

 

 

We had no material gross unrealized holding or realized gains (losses) from our investments in auction rate securities and variable rate demand notes in the three or nine months ended September 30, 2007 and 2006. All income generated from those investments was recorded as interest income. The interest income recognized from our investments in the periods indicated was as follows:

 

 

The following table sets forth the contractual maturities of our debt securities classified as available-for-sale and held-to-maturity as of September 30, 2007:

 

 

 

Earnings per common share for all periods have been calculated in conformity with SFAS No. 128, “Earnings Per Share.” This data is based on the weighted average number of shares of our common stock outstanding in each period as set forth in the following table:

 

 

A total of 0 shares at September 30, 2007 and 30,000 shares at September 30, 2006 have been excluded from the calculation of our diluted earnings per common share because the effect was anti-dilutive.

 

The following table sets forth the components of net periodic pension benefit costs of the ESI Pension Plan and ESI Excess Pension Plan for the periods indicated:

 

 

We do not expect to make any contributions to the ESI Pension Plan in 2007.

 

Effective March 31, 2006, the benefit accruals under the ESI Pension Plan and the ESI Excess Pension Plan were frozen for all participants in those plans. As a result of the freeze, we recognized a pre-tax curtailment gain of $684 in the nine months ended September 30, 2006, due to the acceleration of the amortization of prior service cost and decrease in projected benefit obligation.

 

We adopted the recognition provisions of SFAS No. 158 effective December 31, 2006. SFAS No. 158 requires that the funded status of a defined benefit postretirement plan be recognized on a company’s balance sheet, and that any changes in the funded status of that type of plan be recognized through comprehensive income. We recorded $8,277 in other assets for our qualified pension plan, a liability of $1,656 in other liabilities for our nonqualified pension plan and $6,533, net of tax, in accumulated other comprehensive loss on our December 31, 2006 Condensed Consolidated Balance Sheet upon our adoption of SFAS No. 158. Our September 30, 2007 Condensed Consolidated Balance Sheet reflects an asset of $9,648 in other assets for our qualified pension plan, a liability of $1,728 in other liabilities for our nonqualified pension plan and $6,280, net of tax, in accumulated other comprehensive loss.

 

Retrospective application of SFAS No. 158 is not permitted and, therefore, prior period balances and activity related to the pension plans have not been changed. Prepaid pension costs of $18,681 are included in other assets on the Condensed Consolidated Balance Sheet as of September 30, 2006.

 

 

As part of our normal operations, one of our insurers issues surety bonds for us that are required by various education authorities that regulate us. We are obligated to reimburse our insurer for any of those surety bonds that are paid by the insurer. As of September 30, 2007, the total face amount of those surety bonds was approximately $19,773.

 

We are also subject to various claims and contingencies in the ordinary course of our business, including those related to litigation, business transactions, employee-related matters and taxes, among others. We cannot assure you of the ultimate outcome of any litigation involving us. Any litigation alleging violations of education or consumer protection laws and/or regulations, misrepresentation, fraud or deceptive practices may also subject our affected institutes to additional regulatory scrutiny.

 

Guarantees. In October 2007, we entered into a risk sharing agreement (“RSA”) with an unaffiliated lender for private education loans to be provided to our students by or through that lender to help pay the students’ cost of education that student financial aid from federal, state and other sources do not cover. Under the RSA, if more than a certain percentage of the private education loans, based on dollar volume, are charged off by the lender, we guarantee the repayment of any private education loans that the lender charges off above that percentage. Our obligations under the RSA will remain in effect until all private education loans made under the RSA are paid in full or charged off by the lender. We will have the right to pursue repayment from the borrowers for those charged off private education loans under the RSA that we pay to the lender pursuant to our guarantee obligation.

 

The RSA requires that we comply with certain covenants, including that we maintain certain financial ratios which are measured as of December 31 in each year. If we are not in compliance with those ratios at any measurement date, we are obligated to provide the lender with a letter of credit in an amount based on a percentage of the outstanding private education loans under the RSA that have not been paid in full or charged off from time to time.

 

The maximum potential future payments that we could be required to make pursuant to our guarantee obligation under the RSA are affected by:

 

 

As a result, we are not able to estimate the undiscounted maximum potential future payments that we could be required to make under the RSA. Our recorded liability related to the RSA as of September 30, 2007 was not material.

 

 

Forward-Looking Statements

 

All statements, trend analyses and other information contained in this report that are not historical facts are forward-looking statements within the meaning of the safe harbor provision of the Private Securities Litigation Reform Act of 1995 and as defined in Section 27A of the Securities Act of 1933 (the “Securities Act”) and Section 21E of the Exchange Act. Forward-looking statements are made based on our management’s current expectations and beliefs concerning future developments and their potential effects on us. You can identify those statements by the use of words such as “could,” “should,” “would,” “may,” “will,” “project,” “believe,” “anticipate,” “expect,” “plan,” “estimate,” “forecast,” “potential,” “intend,” “continue” and “contemplate,” as well as similar words and expressions. Forward-looking statements involve risks and uncertainties and do not guarantee future performance. We cannot assure you that future developments affecting us will be those anticipated by our management. Among the factors that could cause actual results to differ materially from those expressed in our forward-looking statements are the following:

 

 

 

Readers are also directed to other risks and uncertainties discussed in other documents we file with the SEC, including, without limitation, those discussed in Item 1A. “Risk Factors.” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2006 filed with the SEC. We undertake no obligation to update or revise any forward-looking information, whether as a result of new information, future developments or otherwise.

 

Overview

 

 

 

This management’s discussion and analysis of financial condition and results of operations should be read in conjunction with the same titled section contained in our Annual Report on Form 10-K for the fiscal year ended December 31, 2006 filed with the SEC for discussion of, among other matters, the following items:

 

 

This management’s discussion and analysis of financial condition and results of operations is based on our condensed consolidated financial statements, which have been prepared in conformity with generally accepted accounting principles in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amount of assets, liabilities, revenue and expenses. Actual results may differ from those estimates and judgments, under different assumptions or conditions.

 

Background

 

We are a leading provider of technology-oriented postsecondary education programs in the United States based on revenue and student enrollment. As of September 30, 2007, we were offering diploma and associate, bachelor and master degree programs to approximately 54,000 students. As of September 30, 2007, we had 95 institutes and nine learning sites located in 34 states. All of our institutes are authorized by the applicable education authorities of the states in which they operate, and are accredited by an accrediting commission recognized by the ED. We design our education programs, after consultation with employers, to help graduates prepare for careers in various fields involving their areas of study. As of September 30, 2007, all of our program offerings were degree programs, except for a few diploma programs offered at six institutes that are being converted to degree programs. We have provided career-oriented education programs since 1969 under the “ITT Technical Institute” name.

 

In the third quarter of 2007, we began operations at two new institutes. In the nine months ended September 30, 2007, we began operations at eight institutes. In the fourth quarter of 2007, we began operations at one additional institute. Our overall expansion plans include:

 

 

Critical Accounting Policies and Estimates

 

The preparation of our condensed consolidated financial statements requires us to make estimates and judgments that affect the reported amount of assets, liabilities, revenue and expenses. Actual results may differ from those estimates and judgments under different assumptions or conditions. We have discussed the critical accounting policies that we believe affect our more significant estimates and judgments used in the preparation of our consolidated financial statements in the “Management's Discussion and Analysis of Financial Condition and Results of the Operations – Critical Accounting Policies and Estimates” section of our Annual Report on Form 10-K for the fiscal year ended December 31, 2006 filed with the SEC. There have been no material changes to those critical accounting policies or the underlying accounting estimates or judgments, except as discussed below.

 

Income Taxes. Effective January 1, 2007, we adopted FIN 48, which prescribes a single, comprehensive model for how a company should recognize, measure, present and disclose in its financial statements uncertain tax positions that the company has taken or expects to take on a tax return. Upon adoption of FIN 48, we recognized a decrease of approximately $3.4 million in the liability for unrecognized tax benefits, which was accounted for as an increase to retained earnings of $2.2 million as of January 1, 2007 and a reduction of federal tax benefits of $1.2 million.

 

As of January 1, 2007, after the implementation of FIN 48, our unrecognized tax benefits were $6.8 million. We estimated that our unrecognized tax benefits would increase by approximately $1.5 million in the 12 months following the adoption of FIN 48 for federal and state tax positions related to the current and prior years. As of September 30, 2007, we did not anticipate any circumstance or event that would cause us to materially revise this estimate. The amount of unrecognized tax benefits that, if recognized, would have affected the effective tax rate as of the date of adoption was $5.5 million and as of September 30, 2007 was approximately $6.8 million. See also Note 2 of the Notes to Condensed Consolidated Financial Statements.

 

Equity-Based Compensation. The equity instruments exchanged for employee and director services have been accounted for in accordance with SFAS No. 123R, “Share-Based Payment” (“SFAS No. 123R”). We use a binomial option pricing model to determine the fair value of all stock options granted on or after January 1, 2005, and we use the market price of our common stock to determine the fair value of restricted stock and RSUs granted. Various assumptions are used in the model to determine the fair value of the stock options. See Note 4 of the Notes to Condensed Consolidated Financial Statements for further discussion of equity compensation and the assumptions.

 

Stock-based compensation expense in the three months ended September 30, 2007 was $0.9 million, or approximately $0.6 million, net of tax, compared to $0.5 million, or $0.3 million net of tax, in the three months ended September 30, 2006. Stock-based compensation expense in the nine months ended September 30, 2007 was $4.1 million, or $2.5 million, net of tax, compared to $2.8 million, or $1.7 million, net of tax, in the nine months ended September 30, 2006.

 

Guarantees. In accordance with FIN 45, we recognize a liability for the fair value of a guarantee obligation upon its issuance.

New Accounting Pronouncements

 

In February 2007, the FASB issued SFAS No. 159, which permits companies to choose to measure certain financial instruments and other items at fair value that are not currently required to be measured at fair value.  SFAS No. 159 is effective for fiscal years beginning after November 15, 2007. We will adopt SFAS No. 159 no later than January 1, 2008. We do not believe that SFAS No. 159 will have a material impact on our consolidated financial statements.

 

In September 2006, the FASB issued SFAS No. 158, which requires a company to measure the funded status of a defined benefit postretirement plan as of the date of the company’s year-end balance sheet. This provision of SFAS No. 158 is effective for fiscal years ending after December 15, 2008 and will be adopted by us no later than December 31, 2008. We have not determined the effect that the adoption of this provision of SFAS No. 158 will have on our consolidated financial statements.

 

Also in September 2006, the FASB issued SFAS No. 157, which provides guidance on the use of fair value to measure assets and liabilities and expands the disclosure required in a company’s financial statements for fair value measurements. SFAS No. 157 will apply whenever other accounting pronouncements require or permit fair value measurements for assets and liabilities and is effective for fiscal years beginning after November 15, 2007. We will adopt SFAS No. 157 no later than January 1, 2008. We do not believe that SFAS No. 157 will have a material impact on our consolidated financial statements.

 

Results of Operations

 

The following table sets forth the percentage relationship of certain statement of income data to revenue for the periods indicated:

 

 

The following table sets forth our total student enrollment as of the dates indicated, exclusive of international enrollments:

 

 

Total student enrollment includes all new and continuing students. A continuing student is any student who, in the academic quarter being measured, is enrolled in a program of study at an ITT Technical Institute and was enrolled in the same program at any ITT Technical Institute at the end of the immediately preceding academic quarter. A new student is any student who, in the academic quarter being measured, enrolls in and begins attending any program of study at an ITT Technical Institute:

 

 

The following table sets forth our new student enrollment in the periods indicated, exclusive of international enrollments:

 

 

We generally organize the academic schedule for programs of study offered at our institutes on the basis of four 12-week academic quarters in a calendar year that typically begin in early March, mid-June, early September, and late November or early December. To measure the persistence of our students, the number of continuing students in any academic quarter is divided by the total student enrollment in the immediately preceding academic quarter.

 

The following table sets forth the rates of our students’ persistence for the periods indicated, exclusive of international enrollments:

 

 

Under our hybrid delivery model, certain program courses are taught in residence on campus and others are taught either online over the Internet or partially online over the Internet and partially in residence on campus (the “Hybrid Delivery Model”). Student retention is typically lower in the courses that we teach online over the Internet compared to the courses that we teach on campus. As a result of the use of the Hybrid Delivery Model, our students’ persistence decreased. In the second quarter of 2006, we began modifying the Hybrid Delivery Model such that, by the third quarter of 2006, students were no longer required to take one course online each academic quarter. As modified, the Hybrid Delivery Model provides qualifying students with the option of taking one course online each academic quarter. Nonqualifying students are required to take all of their courses in residence at the institute each academic quarter. We consider a number of factors in determining whether a student qualifies, including his or her previous academic performance and success in courses taught online. We believe that increasing our students’ face-to-face interaction with their instructors has contributed to the improvement in our students’ persistence.

 

Three Months Ended September 30, 2007 Compared with Three Months Ended September 30, 2006. Revenue increased $28.2 million, or 14.9%, to $217.9 million in the three months ended September 30, 2007 compared to $189.7 million in the three months ended September 30, 2006, primarily due to:

 

 

The increase in revenue was partially offset by lower sales of laptop computers. The increase in student enrollment was primarily due to:

 

 

Cost of educational services increased $4.2 million, or 5.0%, to $88.8 million in the three months ended September 30, 2007 compared to $84.6 million in the three months ended September 30, 2006, primarily due to increased costs associated with operating new institutes and learning sites, and the costs required to service the increased total student enrollment. The increase in cost of educational services was partially offset by decreased costs associated with decreased sales of laptop computers.

 

Cost of educational services as a percentage of revenue decreased 390 basis points to 40.7% in the three months ended September 30, 2007 from 44.6% in the three months ended September 30, 2006, primarily due to greater efficiencies in the operation of our institutes. The decrease in cost of educational services as a percentage of revenue was partially offset by the costs associated with operating new institutes and learning sites.

 

Student services and administrative expenses increased $12.2 million, or 22.6%, to $66.2 million in the three months ended September 30, 2007 compared to $54.0 million in the three months ended September 30, 2006. The principal causes of this increase included:

 

 

Student services and administrative expenses increased to 30.4% of revenue in the three months ended September 30, 2007 compared to 28.4% of revenue in the three months ended September 30, 2006, primarily due to:

 

 

Bad debt expense as a percentage of revenue increased to 1.8% in the three months ended September 30, 2007, compared to 1.1% in the three months ended September 30, 2006.

 

Operating income increased $11.8 million, or 23.0%, to $62.9 million in the three months ended September 30, 2007 compared to $51.1 million in the three months ended September 30, 2006. The operating margin increased to 28.9% of revenue in the three months ended September 30, 2007 compared to 27.0% in the three months ended September 30, 2006. The increases in operating income and operating margin were primarily due to:

 

 

The increases in operating income and operating margin were partially offset by:

 

 

Interest income, net decreased $1.4 million, or 82.0%, to $0.3 million in the three months ended September 30, 2007 compared to $1.7 million in the three months ended September 30, 2006, primarily due to interest expense of $2.1 million associated with borrowings under our revolving credit agreement.

 

Our combined federal and state effective income tax rate was 37.3% in the three months ended September 30, 2007 compared to 37.5% in the three months ended September 30, 2006.

 

Nine Months Ended September 30, 2007 Compared with Nine Months Ended September 30, 2006. Revenue increased $87.5 million, or 15.9%, to $639.1 million in the nine months ended September 30, 2007 compared to $551.6 million in the nine months ended September 30, 2006, primarily due to:

 

 

The increase in revenue was partially offset by lower sales of laptop computers. The increases in student enrollment were primarily due to:

 

 

Cost of educational services increased $2.7 million, or 1.0%, to $270.2 million in the nine months ended September 30, 2007 compared to $267.5 million in the nine months ended September 30, 2006, primarily due to:

 

 

The increase in cost of educational services was partially offset by:

 

 

Cost of educational services as a percentage of revenue decreased 610 basis points to 42.3% in the nine months ended September 30, 2007 from 48.4% in the nine months ended September 30, 2006, primarily due to greater efficiencies in the operation of our institutes. The decrease in cost of educational services as a percentage of revenue was partially offset by the costs associated with operating new institutes and learning sites.

 

Student services and administrative expenses increased $37.7 million, or 22.6%, to $204.2 million in the nine months ended September 30, 2007 compared to $166.5 million in the nine months ended September 30, 2006. The principal causes of this increase included:

 

 

Student services and administrative expenses increased to 31.9% of revenue in the nine months ended September 30, 2007 compared to 30.2% of revenue in the nine months ended September 30, 2006, primarily due to an increase in media advertising costs for the promotion of new institutes and an increase in bad debt expense. Bad debt expense as a percentage of revenue increased to 2.2% in the nine months ended September 30, 2007, compared to 1.4% in the nine months ended September 30, 2006.

Operating income increased $46.7 million, or 39.6%, to $164.7 million in the nine months ended September 30, 2007 compared to $118.0 million in the nine months ended September 30, 2006. The operating margin increased to 25.8% of revenue in the nine months ended September 30, 2007 compared to 21.4% in the nine months ended September 30, 2006. The increases in operating income and operating margin were primarily due to:

 

 

The increases in operating income and operating margin were partially offset by:

 

 

Interest income, net decreased $4.4 million, or 70.0%, to $1.9 million in the nine months ended September 30, 2007 compared to $6.3 million in the nine months ended September 30, 2006, primarily due to interest expense of $6.3 million associated with borrowings under our revolving credit agreement.

 

Our combined federal and state effective income tax rate was 38.1% in the nine months ended September 30, 2007 compared to 37.5% in the nine months ended September 30, 2006. The effective income tax rate increase was primarily due to certain expenses incurred in the nine months ended September 30, 2007 that were not deductible for tax purposes.

 

Financial Condition, Liquidity and Capital Resources

 

Cash and cash equivalents were $10.3 million as of September 30, 2007 compared to $161.9 million as of December 31, 2006 and $4.7 million as of September 30, 2006. The December 31, 2006 cash and cash equivalents balance included a $150.0 million certificate of deposit which represented the short-term investment of proceeds from borrowings under our revolving credit facility. We also had investments of $261.8 million as of September 30, 2007 which increased $66.8 million from $195.0 million as of December 31, 2006, primarily due to investing the proceeds from borrowings under our revolving credit agreement.

 

We are required to recognize the funded status of our defined benefit postretirement plans on our balance sheet. We recorded an asset of $9.6 million for the ESI Pension Plan, a non-contributory defined benefit pension plan commonly referred to as a cash balance plan, and a liability of $1.7 million for the ESI Excess Pension Plan, a nonqualified, unfunded retirement plan, on our Condensed Consolidated Balance Sheet as of September 30, 2007.

 

In January 2006, we contributed $15.0 million to the ESI Pension Plan. We do not expect to make any contribution to the ESI Pension Plan in 2007.

 

Operations. Cash from operating activities decreased $4.5 million to $52.9 million in the three months ended September 30, 2007 compared to $57.4 million in the three months ended September 30, 2006, primarily due to processing delays affecting the timing of the receipt of certain student loan funds, which was partially offset by the timing of vendor and income tax payments.

 

Cash from operating activities increased $3.2 million to $112.0 million in the nine months ended September 30, 2007 compared to $108.8 million in the nine months ended September 30, 2006, primarily due to:

 

 

The increase in cash from operating activities was partially offset by processing delays affecting the timing of the receipt of certain student loan funds.

 

Accounts receivable, net, was $16.4 million as of September 30, 2007 compared to $12.2 million as of September 30, 2006. Days sales outstanding was 6.9 days at September 30, 2007 and 5.9 days at September 30, 2006.

 

Investing. In the three months ended September 30, 2007, we spent $2.8 million to purchase, renovate, expand or construct buildings at eight of our locations compared to $5.9 million for similar expenditures at eight facilities in the three months ended September 30, 2006. In the nine months ended September 30, 2007, we spent $11.5 million to purchase, renovate, expand or construct buildings at 14 of our locations compared to $16.8 million for similar expenditures at 13 facilities in the nine months ended September 30, 2006.

 

Capital expenditures, excluding facility and land purchases and facility construction, totaled:

 

 

These expenditures consisted primarily of classroom and laboratory equipment (such as computers and electronic equipment), classroom and office furniture, software and leasehold improvements. We plan to continue to upgrade and expand current facilities

and equipment throughout the remainder of 2007. Cash generated from operations is expected to be sufficient to fund our capital expenditure requirements.

 

Financing. On December 22, 2006, we entered into a credit agreement with a single lender to borrow up to $150.0 million under a revolving credit facility. The credit facility will be used to allow us to continue repurchasing shares of our common stock while maintaining compliance with certain financial ratios required by the ED, the state education authorities that regulate our institutes and the accrediting agency that accredits our institutes.

 

The credit agreement matures on October 1, 2009 and the amount of credit available thereunder decreases by $21.4 million each calendar quarter beginning April 1, 2008. Cash generated from operations is expected to be sufficient to fund the repayment of borrowings. We have the option of borrowing under the credit agreement on either a secured or unsecured basis which, subject to certain conditions, can be changed by us at any time upon ten days prior written notice to the lender. Certain investments held in a pledged account serve as the collateral for any secured borrowings under the credit agreement.

 

Borrowings under the credit agreement bear interest at variable rates based on fixed increments over the LIBOR. As of September 30, 2007, the borrowings under the credit agreement were $150.0 million, all of which were secured, and bore interest at a rate of 5.65% per annum. Approximately $158.0 million of our investments as of September 30, 2007 served as collateral for the secured borrowings under the credit agreement.

 

The availability of borrowings under the credit agreement is subject to our ability at the time of borrowing to satisfy certain specified conditions. These conditions include the absence of default by us, as defined in the credit agreement, and that certain representations and warranties contained in the credit agreement continue to be true and accurate. We are also required to maintain a certain maximum leverage ratio and a minimum ratio of cash and investments to outstanding indebtedness at the end of each of our fiscal quarters. We were in compliance with those ratio requirements as of September 30, 2007.

 

Our Board of Directors increased the number of shares of our common stock that we are authorized to repurchase under the Repurchase Program by 5,000,000 in April 2006 and by an additional 5,000,000 in April 2007. Information regarding the shares of our common stock that we repurchased in the periods indicated is as follows:

 

 

The shares that remained available for repurchase under the Repurchase Program were 5,322,100 as of September 30, 2007. We plan to repurchase additional shares of our common stock under the Repurchase Program from time to time in the future depending on market conditions and other considerations.

 

We believe that cash generated from operations and our investments will be adequate to satisfy our working capital and capital expenditure requirements for the foreseeable future. We also believe that any reduction in cash and cash equivalents or investments that may result from their use to repurchase shares of our common stock, purchase facilities or construct facilities will not have a material adverse effect on our expansion plans, planned capital expenditures, ability to meet any applicable regulatory financial responsibility standards or ability to conduct normal operations.

 

Contractual Obligations

 

The following table sets forth our specified contractual obligations as of September 30, 2007:

 

 

The long-term debt represents our revolving credit facility and assumes that the full amount of the facility will be outstanding at all times through the date of maturity. The amounts shown include the principal payments that will be due upon maturity as well as interest payments. Interest payments have been calculated based on their scheduled payment dates using the interest rate charged on our borrowings as of September 30, 2007.

Off-Balance Sheet Arrangements

 

As of September 30, 2007, we leased our non-owned facilities under operating lease agreements. A majority of the operating leases contain renewal options that can be exercised after the initial lease term. Renewal options are generally for periods of one to five years. All operating leases will expire over the next nine years and management believes that:

 

 

There are no material restrictions imposed by the lease agreements, and we have not entered into any significant guarantees related to the leases. We are required to make additional payments under the terms of the operating leases for taxes, insurance and other operating expenses incurred during the operating lease period.

 

As part of our normal course of operations, one of our insurers issues surety bonds for us that are required by various education authorities that regulate us. We are obligated to reimburse our insurer for any of those surety bonds that are paid by the insurer. As of September 30, 2007, the total face amount of those surety bonds was approximately $19.8 million.

 

In October 2007, we entered into the RSA with an unaffiliated lender for private education loans to be provided to our students by or through that lender to help pay the students’ cost of education that student financial aid from federal, state and other sources do not cover. Under the RSA, if more than a certain percentage of the private education loans, based on dollar volume, are charged off by the lender, we guarantee the repayment of any private education loans that the lender charges off above that percentage. Our recorded liability related to the RSA as of September 30, 2007 was not material. Based on the prior repayment history of our students with respect to private education loans, we do not believe that our guarantee obligation under the RSA will have a material adverse effect on our financial condition, results of operations or cash flows. See Note 10 of the Notes to Condensed Consolidated Financial Statements for further discussion of the RSA.

 

 

In the normal course of our business, we are subject to fluctuations in interest rates that could impact the return on our investments and the cost of our financing activities. Our primary interest rate risk exposure results from changes in short-term interest rates and the LIBOR.

 

Our investments consist primarily of marketable debt securities, variable rate demand notes, and auction rate debt and equity securities. We estimate that the market risk associated with these investments can best be measured by a potential decrease in the fair value of these investments from a hypothetical 10% increase in interest rates. If such a hypothetical increase in rates were to occur, the reduction in the market value of our portfolio of marketable securities would not be material.

 

Changes in the LIBOR would affect the borrowing costs associated with our revolving credit facility. We estimate that the market risk can best be measured by a hypothetical 100 basis point increase in the LIBOR. If such a hypothetical increase in the LIBOR were to occur, the effect on results from operations and cash flow would not have been material for the three and nine months ended September 30, 2007.

 

 

 

We are responsible for establishing and maintaining disclosure controls and procedures (“DCP”) that are designed to ensure that information required to be disclosed by us in the reports filed by us under the Exchange Act is: (a) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms; and (b) accumulated and communicated to our management, including our principal executive and principal financial officers, to allow timely decisions regarding required disclosures. In designing and evaluating our DCP, we recognize that any controls and procedures, no matter how well designed and implemented, can provide only reasonable assurance of achieving the desired control objectives, and that our management’s duties require it to make its best judgment regarding the design of our DCP. As of the end of our third fiscal quarter of 2007, we conducted an evaluation, under the supervision (and with the participation) of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our DCP pursuant to Rule 13a-15 of the Exchange Act. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our DCP were effective.

 

There were no changes in our internal control over financial reporting that occurred during our most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

PART II

OTHER INFORMATION

 

 

We are subject to various claims and contingencies in the ordinary course of our business, including those related to litigation, business transactions, employee-related matters and taxes, among others. We cannot assure you of the ultimate outcome of any litigation involving us. Any litigation alleging violations of education or consumer protection laws and/or regulations, misrepresentation, fraud or deceptive practices may also subject our affected institutes to additional regulatory scrutiny.

 

 

You should carefully consider the risks and uncertainties we describe both in this Report and in our Annual Report on Form 10-K for the fiscal year ended December 31, 2006 filed with the SEC before deciding to invest in, or retain, shares of our common stock. These are not the only risks and uncertainties that we face. Additional risks and uncertainties that we do not currently know about, we currently believe are immaterial or we have not predicted may also harm our business operations or adversely affect us. If any of these risks or uncertainties actually occurs, our business, financial condition, results of operations or cash flows could be materially adversely affected.

 

 

The following table sets forth information regarding purchases made by us of shares of our common stock on a monthly basis in the three months ended September 30, 2007:

 

 

_____________________________

 

 

The shares that remained available for repurchase under the Repurchase Program were 5,322,100 as of September 30, 2007. The terms of the Repurchase Program provide that we may repurchase shares of our common stock, from time to time depending on market conditions and other considerations, in the open market or through privately negotiated transactions in accordance with Rule 10b-18 of the Exchange Act. Unless earlier terminated by our Board of Directors, the Repurchase Program will expire when we repurchase all shares authorized for repurchase thereunder.

 

 

On October 22, 2007, the Compensation Committee of our Board of Directors approved and adopted the ITT Educational Services, Inc. Senior Executive Severance Plan (the “Senior Executive Severance Plan”), which provides severance benefits for each of our executive officers when:

 

 

 

Upon adoption of the Senior Executive Severance Plan, the ESI Senior Executive Severance Pay Plan and the ESI Special Senior Executive Severance Pay Plan were terminated.

 

The Senior Executive Severance Plan provides two levels of benefits for covered executives, based on the covered executive’s position with us. Under the Senior Executive Severance Plan, the Chief Executive Officer would receive the higher level of benefits and the other executive officers would receive the lower level of benefits. If payments under the Senior Executive Severance Plan are triggered, the Chief Executive Officer would be entitled to the following from us:

 

 

If payments under the Senior Executive Severance Plan are triggered, the other executive officers would be entitled to the following from us:

 

 

provided, however, that in the event that any payments to one of these other executive officers under the Senior Executive Severance Plan or otherwise in connection with an Acceleration Event would be subject to any excise tax under Section 4999 of the IRC, then those payments will be reduced to the extent necessary to prevent any portion of the payments from being subject to an excise tax under that section of the IRC, but only if such reduction would allow the executive to retain a greater net after-tax benefit than he or she would have received if the payments had not been reduced and the executive had paid all applicable income, employment and excise taxes.

 

The Senior Executive Severance Plan provides that, in order to receive any severance benefits under that plan, the covered executive must agree to comply with certain restrictive covenants, including that he or she will not compete with us, solicit our employees or customers or disparage us, in each case for a period of one year after termination of employment, and will not disclose or use our confidential information for as long a period of time as permitted by applicable law, and in any event for a period of at least three years after termination of employment. The covered executive must also execute a general release releasing us and certain related entities and individuals from all claims that he or she has or may have against us or them that arise on or before the

date the executive signs the release. Payments under the Senior Executive Severance Plan will be made in a lump sum cash payment.

 

A copy of the Senior Executive Severance Plan is attached to this Form 10-Q as Exhibit 10.26 and is incorporated herein by reference.

 

 

A list of exhibits required to be filed as part of this report is set forth in the Index to Exhibits, which immediately precedes the exhibits, and is incorporated herein by reference.

 

 

 

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 thereunto duly authorized.

 

ITT Educational Services, Inc.

 

Date: October 25, 2007

 

 

INDEX TO EXHIBITS