ITT Educational Services Inc. Enters into First Amendment to Credit Agreement
Apr 4 14
ITT Educational Services Inc. entered into a First Amendment to Credit Agreement with the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent. The First Amendment provides for certain amendments to the Credit Agreement, dated as of March 21, 2012, among the Company, the lenders from time to time party thereto, JPMorgan Chase Bank, N.A., as administrative agent, Bank of America, N.A., as syndication agent, and Wells Fargo, N.A., as documentation agent. Sections 5.01(a) and 5.01(c) of the Credit Agreement are amended such that the audited consolidated balance sheet and related statements of operations, stockholders' equity and cash flows of the Company, and the certificate of a financial officer of the Company as described in Section 5.01(c) of the Credit Agreement, in each case, as of and for the fiscal year ending December 31, 2013, required to be furnished by the Company, are required to be furnished by June 30, 2014, instead of March 31, 2014; Sections 5.01(b) and 5.01(c) of the Credit Agreement are amended such that the internally prepared consolidated balance sheet and related statements of operations, stockholders' equity and cash of the Company, and the certificate of a financial officer of the Company as described in Section 5.01(c) of the Credit Agreement, in each case, as of and for the fiscal quarter ending March 31, 2014, required to be furnished by the Company, are required to be furnished by June 30, 2014, instead of May 15, 2014; Section 6.12(a) of the Credit Agreement is amended, effective as of December 30, 2013, to provide that the maximum Leverage Ratio covenant will not apply to the fiscal quarters ended December 31, 2013 and March 31, 2014; and until such time as the Company delivers a certificate pursuant to Section 5.01(c) of the Credit Agreement demonstrating compliance with Section 6.12 of the Credit Agreement (without giving effect to the First Amendment), the Company may not have more than $125.0 million of borrowings and letters of credit outstanding under the Credit Agreement.
ITT Educational Services Receives Non-Compliance Notice From NYSE
Mar 21 14
On March 19, 2014, ITT Educational Services Inc. received a notice from NYSE Regulations, Inc. that, as a result of the Company’s failure to timely file its Annual Report on Form 10-K for the fiscal year ended December 31, 2013, the Company is subject to the procedures set forth in the New York Stock Exchange’s (“NYSE”) Listed Company Manual, Section 802.01E, “SEC Annual Report Timely Filing Criteria.” The Company was required to file its 2013 Form 10-K on or before March 18, 2014, since the Company timely filed a Form 12b-25 with the Securities and Exchange Commission (the “SEC”) to extend the original filing due date of March 3, 2014. As previously disclosed in the Form 12b-25 filed by the Company, although the Company’s management has been working diligently to complete all of the required analyses and reviews, issues relating to the accounting treatment for the variable interest entity involved in PEAKS Program have caused delays associated with completing the Registrant’s financial statements, footnotes and related disclosures for the 2013 Form 10-K. The SEC’s ongoing investigation of the Company related to the Company’s actions and accounting associated with, among other things, the PEAKS Program has led to additional analyses and reviews being conducted by the Company related to the accounting treatment of the PEAKS Program, which additional analyses and reviews have resulted in delays in completing the Company’s financial statements and related disclosures. The Company submitted a preclearance request to the Office of the Chief Accountant of the SEC on March 18, 2014 relative to the accounting treatment for the variable interest entity involved in the PEAKS Program, and the Company is also continuing to work to complete other items necessary to finalize the Company’s financial statements, footnotes and related disclosures. In accordance with the NYSE’s procedures, the Company is required to contact the NYSE to discuss the status of the 2013 Form 10-K and to issue a press release pertaining to the late filing by the fifth business day following the receipt of the NYSE’s notification. The Company has contacted the NYSE to discuss the filing status and has issued the press release within the five-day period. The Company has six months from the Extended Filing Due Date to cure the deficiency. Subject to the NYSE’s ongoing oversight and review, the Company can regain compliance at any time during that six-month cure period once it files its 2013 Form 10-K with the SEC. In the event the Company fails to file its 2013 Form 10-K by the expiration of the six-month cure period, the NYSE may commence proceedings to delist the Company’s common stock, unless the NYSE grants, in its sole discretion, a further extension of up to six months. There can be no assurance that the NYSE would grant a further extension to the Company. The Company is working diligently to complete the 2013 Form 10-K and file it as soon as practicable. Due to the uncertainty with respect to the timing of the completion of the necessary reviews and analyses, however, there can be no assurance that the Company will be able to file the 2013 Form 10-K within the NYSE’s six-month cure period.
ITT Educational Services Inc. announced delayed annual 10-K filing
Mar 4 14
On 03/04/2014, ITT Educational Services Inc. announced that they will be unable to file their next 10-K by the deadline required by the SEC.