Form 8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 7, 2012

 

 

Grand Canyon Education, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-34211   20-3356009

(State or other Jurisdiction of

Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

3300 W. Camelback Road

Phoenix, Arizona

  85017
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s telephone number, including area code: (602) 639-7500

(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:

 

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

 

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

 

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

 

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

 

 

 


Item 2.02. Results of Operations and Financial Condition.

On May 7, 2012, Grand Canyon Education, Inc. (the “Company”) reported its results for the first quarter of 2012. The press release dated May 7, 2012 is furnished as Exhibit 99.1 to this report.

Item 9.01. Consolidated Financial Statements and Exhibits.

 

99.1    Press Release dated May 7, 2012


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, thereunto duly authorized.

 

  GRAND CANYON EDUCATION, INC.
Date: May 7, 2012   By:  

/s/ Daniel E. Bachus

    Daniel E. Bachus
    Chief Financial Officer
    (Principal Financial and Principal Accounting Officer)


EXHIBIT INDEX

 

Exhibit

No.

  

Description

99.1    Press Release dated May 7, 2012
Press Release

Exhibit 99.1

NEWS RELEASE

FOR IMMEDIATE RELEASE

Investor Relations Contact:

Dan Bachus

Chief Financial Officer

Grand Canyon Education, Inc.

602-639-6648

[email protected]

Media Contact:

Bill Jenkins

Grand Canyon Education, Inc.

602-639-6678

[email protected]

GRAND CANYON EDUCATION, INC. REPORTS

FIRST QUARTER 2012 RESULTS

ARIZONA, May 7, 2012Grand Canyon Education, Inc. (NASDAQ: LOPE), a regionally accredited provider of online and campus-based post-secondary education services, today announced financial results for the quarter ended March 31, 2012.

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Grand Canyon Education, Inc. Reports First Quarter 2012 Results

For the three months ended March 31, 2012:

 

   

Net revenue increased 15.2% to $117.1 million for the first quarter of 2012, compared to $101.7 million for the first quarter of 2011.

 

   

At March 31, 2012, our enrollment was approximately 46,300, an increase of 8.9% from our enrollment of approximately 42,500 at March 31, 2011.

 

   

Operating income for the first quarter of 2012 was $24.2 million, an increase of 49.7% as compared to $16.2 million for the same period in 2011. The operating margin for the first quarter of 2012 was 20.7%, compared to 15.9% for the same period in 2011.

 

   

Adjusted EBITDA increased 45.3% to $31.1 million for the first quarter of 2012, compared to $21.4 million for the same period in 2011.

 

   

The tax rate in the first quarter of 2012 was 39.7% compared to 41.1% in the first quarter of 2011. The decrease in the effective tax rate was primarily due to certain non-recurring tax items, which had the effect of decreasing our effective tax rate in the first quarter of 2012 and increasing the effective tax rate in the first quarter of 2011.

 

   

Net income increased 52.6% to $14.5 million for the first quarter of 2012, compared to $9.5 million for the same period in 2011.

 

   

Diluted net income per share was $0.32 for the first quarter of 2012, compared to $0.21 for the same period in 2011.

Balance Sheet and Cash Flow

As of March 31, 2012, the University had unrestricted cash and cash equivalents of $56.7 million compared to $21.2 million at December 31, 2011 and restricted cash and cash equivalents at March 31, 2012 and December 31, 2011 of $51.0 million and $56.7 million, respectively.

The University generated $45.2 million in cash from operating activities for the three months ended March 31, 2012 compared to $23.4 million for the same period in 2011. Cash provided by operating activities in 2012 and 2011 resulted from our net income plus non-cash charges for provision for bad debts, depreciation and amortization, share-based compensation and improvement in our working capital.

Net cash used in investing activities was $11.2 million and $11.9 million for the three months ended March 31, 2012 and 2011, respectively. Capital expenditures were $16.9 million and $14.7 million for the three months ended March 31, 2012 and 2011, respectively. In 2012, capital expenditures primarily consisted of ground campus building projects such as the construction costs for two additional dormitories, an Arts and Science classroom building and our first parking garage to support our increasing traditional student enrollment as well as purchases of computer equipment, other internal use software projects and furniture and equipment. In 2011, capital expenditures primarily consisted of ground campus building projects such as a new dormitory and an events arena to support our increasing traditional ground student enrollment as well as purchases of computer equipment, internal use software projects and furniture and equipment. In 2012 and 2011 expenditures were partially offset by a $5.7 million and $2.8 million, respectively, decrease in restricted cash as a result of timing differences between periods in the receipt of Title IV funds.

Net cash provided by financing activities was $1.5 million for the three months ended March 31, 2012 and net cash used in financing activities was $14.9 million in the three months ended March 31, 2011. During the first three months of 2012 proceeds from the exercise of stock options of $2.3 million were partially offset by principal payments on notes payable and capital lease obligations of $0.8 million. During the first three months of 2011, $14.2 million was used to purchase treasury stock in accordance with the University’s share repurchase program and principal payments on notes payable and capital leases totaled $0.7 million.

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Grand Canyon Education, Inc. Reports First Quarter 2012 Results

 

2012 Annual Outlook by Quarter TBD

 

Q2 2012:   Net revenue between $113.5 million and $115.5 million; Target Operating Margin between 18% to 18.5%; Diluted EPS between $0.26 and $0.27 using 46.0 million diluted shares; student counts between 41,750 to 42,750
Q3 2012:   Net revenue between $120 million and $123 million; Target Operating Margin between 19.5% to 20.0%; Diluted EPS between $0.30 and $0.32 using 46.3 million diluted shares; student counts between 47,500 to 48,500
Q4 2012:   Net revenue between $127 million and $130 million; Target Operating Margin between 22.0% to 23.0%; Diluted EPS between $0.36 and $0.39 using 46.5 million diluted shares; student counts between 48,500 to 49,500
Full Year 2012:   Net revenue between $478 million and $486 million; Target Operating Margin between 20.0% to 20.5%; Diluted EPS between $1.24 and $1.30 using 46.0 million diluted shares

Forward-Looking Statements

This news release contains “forward-looking statements” which include information relating to future events, future financial performance, strategies expectations, competitive environment, regulation, and availability of resources. These forward-looking statements include, without limitation, statements regarding: proposed new programs; expectations that regulatory developments or other matters will not have a material adverse effect on our financial position, results of operations, or liquidity; statements concerning projections, predictions, expectations, estimates, or forecasts as to our business, financial and operational results, and future economic performance; and statements of management’s goals and objectives and other similar expressions concerning matters that are not historical facts. Words such as “may,” “should,” “could,” “would,” “predicts,” “potential,” “continue,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates” and similar expressions, as well as statements in future tense, identify forward-looking statements.

Forward-looking statements should not be read as a guarantee of future performance or results, and will not necessarily be accurate indications of the times at, or by, which such performance or results will be achieved. Forward-looking statements are based on information available at the time those statements are made or management’s good faith belief as of that time with respect to future events, and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements. Important factors that could cause such differences include, but are not limited to: our failure to comply with the extensive regulatory framework applicable to our industry, including Title IV of the Higher Education Act and the regulations thereunder, state laws and regulatory requirements, and accrediting commission requirements; the results of the ongoing program review being conducted by the Department of Education of our compliance with Title IV program requirements, and possible fines or other administrative sanctions resulting therefrom; the ability of our students to obtain federal Title IV funds, state financial aid, and private financing; risks associated with changes in applicable federal and state laws and regulations and accrediting commission standards, including pending rulemaking by the Department of Education; potential damage to our reputation or other adverse effects as a result of negative publicity in the media, in the industry or in connection with governmental reports or investigations or otherwise, affecting us or other companies in the for-profit postsecondary education sector; our ability to hire and train new, and develop and train existing, faculty and employees; the pace of growth of our enrollment; our ability to convert prospective students to enrolled students and to retain active students; our success in updating and expanding the content of existing programs and developing new programs in a cost-effective manner or on a timely basis; industry competition, including competition for qualified executives and other personnel; risks associated with the competitive environment for marketing our programs; failure on our part to keep up with advances in technology that could enhance the online experience for our students; the extent to which obligations under our loan agreement, including the need to comply with restrictive and financial covenants and to pay principal and interest payments, limits our ability to conduct our operations or seek new business opportunities; our ability to manage future growth effectively; general adverse economic conditions or other developments that affect job prospects in our core disciplines; and other factors discussed in reports on file with the Securities and Exchange Commission.

Forward-looking statements speak only as of the date the statements are made. You should not put undue reliance on any forward-looking statements. We assume no obligation to update forward-looking statements to reflect actual results, changes in assumptions, or changes in other factors affecting forward-looking information, except to the extent required by applicable securities laws. If we do update one or more forward-looking statements, no inference should be drawn that we will make additional updates with respect to those or other forward-looking statements.

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Grand Canyon Education, Inc. Reports First Quarter 2012 Results

 

Conference Call

Grand Canyon Education, Inc. will discuss its first quarter 2012 results and 2012 outlook during a conference call scheduled for today, May 7, 2012 at 4:30 p.m. Eastern time (ET). To participate in the live call, investors should dial 877-815-5362 (domestic and Canada) or 706-679-7806 (international), passcode 69734178 at 4:25 p.m. (ET). The Webcast will be available on the Grand Canyon Education, Inc. Web site at www.gcu.edu.

A replay of the call will be available approximately two hours following the conclusion of the call through May 14, 2012, at 855-859-2056 (domestic) or 404-537-3406 (international), passcode 69734178. It will also be archived at www.gcu.edu in the investor relations section for 60 days.

About Grand Canyon Education, Inc.

Grand Canyon Education, Inc. is a regionally accredited provider of postsecondary education services focused on offering graduate and undergraduate degree programs in its core disciplines of education, business, healthcare and liberal arts. In addition to its online programs, it offers programs at its approximately 115 acre traditional campus in Phoenix, Arizona and onsite at the facilities of employers. Approximately 46,300 students were enrolled as of March 31, 2012. For more information about Grand Canyon Education, Inc., please visit http://www.gcu.edu.

 

Grand Canyon Education, Inc. is regionally accredited by The Higher Learning Commission of the North Central Association of Colleges and Schools (NCA), http://www.ncahlc.org. Grand Canyon University, 3300 W. Camelback Road, Phoenix, AZ 85017, www.gcu.edu.

###


Grand Canyon Education, Inc. Reports First Quarter 2012 Results

 

GRAND CANYON EDUCATION, INC.

Consolidated Income Statements

(Unaudited)

 

     Three Months Ended
March 31,
 
     2012     2011  

(In thousands, except per share data)

    

Net revenue

   $ 117,131      $ 101,709   

Costs and expenses:

    

Instructional costs and services

     50,824        48,875   

Selling and promotional, including $447 and $401 to related parties for March 31, 2012 and 2011, respectively

     34,559        29,832   

General and administrative

     7,544        6,832   
  

 

 

   

 

 

 

Total costs and expenses

     92,927        85,539   
  

 

 

   

 

 

 

Operating income

     24,204        16,170   

Interest expense

     (207     (107

Interest income

     10        32   
  

 

 

   

 

 

 

Income before income taxes

     24,007        16,095   

Income tax expense

     9,538        6,614   
  

 

 

   

 

 

 

Net income

   $ 14,469      $ 9,481   
  

 

 

   

 

 

 

Earnings per share:

    

Basic income per share

   $ 0.33      $ 0.21   
  

 

 

   

 

 

 

Diluted income per share

   $ 0.32      $ 0.21   
  

 

 

   

 

 

 

Basic weighted average shares outstanding

     44,371        45,590   
  

 

 

   

 

 

 

Diluted weighted average shares outstanding

     45,151        46,089   
  

 

 

   

 

 

 


Grand Canyon Education, Inc. Reports First Quarter 2012 Results

 

GRAND CANYON EDUCATION, INC.

Adjusted EBITDA

Adjusted EBITDA is defined as net income plus interest expense net of interest income, plus income tax expense, and plus depreciation and amortization (EBITDA), as adjusted for (i) royalty payments incurred pursuant to an agreement with our former owner that has been terminated as of April 15, 2008; (ii) contributions to Arizona school tuition organizations in lieu of state income taxes, which we typically make in the fourth quarter of a fiscal year; (iii) contract termination fees, if any; (iv) lease termination costs, if any; (v) exit costs, if any; (vi) estimated litigation losses; and (vii)share-based compensation. We present Adjusted EBITDA because we consider it to be an important supplemental measure of our operating performance. We also make certain compensation decisions based, in part, on our operating performance, as measured by Adjusted EBITDA, and our loan agreement requires us to comply with covenants that include performance metrics substantially similar to Adjusted EBITDA. All of the adjustments made in our calculation of Adjusted EBITDA are adjustments to items that management does not consider to be reflective of our core operating performance. Management considers our core operating performance to be that which can be affected by our managers in any particular period through their management of the resources that affect our underlying revenue and profit generating operations during that period. Royalty expenses paid to our former owner, contributions made to Arizona school tuition organizations in lieu of the payment of state income taxes, estimated litigation losses, exit costs, share-based compensation, and contract termination fees are not considered reflective of our core performance.

We believe Adjusted EBITDA allows us to compare our current operating results with corresponding historical periods and with the operational performance of other companies in our industry because it does not give effect to potential differences caused by variations in capital structures (affecting relative interest expense, including the impact of write-offs of deferred financing costs when companies refinance their indebtedness), tax positions (such as the impact on periods or companies of changes in effective tax rates or net operating losses), the book amortization of intangibles (affecting relative amortization expense), and other items that we do not consider reflective of underlying operating performance. We also present Adjusted EBITDA because we believe it is frequently used by securities analysts, investors, and other interested parties as a measure of performance.

In evaluating Adjusted EBITDA, investors should be aware that in the future we may incur expenses similar to the adjustments described above. Our presentation of Adjusted EBITDA should not be construed as an inference that our future results will be unaffected by expenses that are unusual, non-routine, or non-recurring. Adjusted EBITDA has limitations as an analytical tool, and you should not consider it in isolation, or as a substitute for net income, operating income, or any other performance measure derived in accordance with and reported under GAAP or as an alternative to cash flow from operating activities or as a measure of our liquidity. Some of these limitations are that it does not reflect:

 

   

cash expenditures for capital expenditures or contractual commitments;

 

   

changes in, or cash requirement for, our working capital requirements;

 

   

interest expense, or the cash required to replace assets that are being depreciated or amortized; and

 

   

the impact on our reported results of earnings or charges resulting from the items for which we make adjustments to our EBITDA, as described above and set forth in the table below.

In addition, other companies, including other companies in our industry, may calculate these measures differently than we do, limiting the usefulness of Adjusted EBITDA as a comparative measure. Because of these limitations, Adjusted EBITDA should not be considered as a substitute for net income, operating income, or any other performance measure derived in accordance with GAAP, or as an alternative to cash flow from operating activities or as a measure of our liquidity. We compensate for these limitations by relying primarily on our GAAP results and using Adjusted EBITDA only supplementally.


Grand Canyon Education, Inc. Reports First Quarter 2012 Results

 

The following table provides a reconciliation of net income to Adjusted EBITDA, which is a non-GAAP measure for the periods indicated:

 

     Three Months Ended
March 31,
 
     2012      2011  
     (Unaudited, in thousands)  

Net income

   $ 14,469       $ 9,481   

Plus: interest expense net of interest income

     197         75   

Plus: income tax expense

     9,538         6,614   

Plus: depreciation and amortization

     4,958         3,752   
  

 

 

    

 

 

 

EBITDA

     29,162         19,922   
  

 

 

    

 

 

 

Plus: royalty to former owner

     74         74   

Plus: estimated litigation losses

     200         —     

Plus: share-based compensation

     1,694         1,430   
  

 

 

    

 

 

 

Adjusted EBITDA

   $ 31,130       $ 21,426   
  

 

 

    

 

 

 


Grand Canyon Education, Inc. Reports First Quarter 2012 Results

 

GRAND CANYON EDUCATION, INC.

Consolidated Balance Sheets

 

(In thousands, except par value)

   March 31,
2012
    December 31,
2011
 
     (Unaudited)        
ASSETS:     

Current assets

    

Cash and cash equivalents

   $ 56,700      $ 21,189   

Restricted cash and cash equivalents

     50,454        56,115   

Accounts receivable, net of allowance for doubtful accounts of $8,844 and $11,706 at March 31, 2012 and December 31, 2011, respectively

     7,843        11,815   

Income taxes receivable

     936        11,861   

Deferred income taxes

     2,376        3,353   

Other current assets

     11,990        11,081   
  

 

 

   

 

 

 

Total current assets

     130,299        115,414   

Property and equipment, net

     207,169        189,947   

Restricted cash

     555        555   

Prepaid royalties

     5,793        5,958   

Goodwill

     2,941        2,941   

Other assets

     3,212        3,032   
  

 

 

   

 

 

 

Total assets

   $ 349,969      $ 317,847   
  

 

 

   

 

 

 
LIABILITIES AND STOCKHOLDERS’ EQUITY:     

Current liabilities

    

Accounts payable

   $ 24,660      $ 18,523   

Accrued compensation and benefits

     9,372        12,229   

Accrued liabilities

     8,515        8,456   

Income taxes payable

     6,091        536   

Student deposits

     51,903        57,602   

Deferred revenue

     33,479        21,723   

Due to related parties

     279        227   

Current portion of capital lease obligations

     96        470   

Current portion of notes payable

     1,739        1,739   
  

 

 

   

 

 

 

Total current liabilities

     136,134        121,505   

Capital lease obligations, less current portion

     652        674   

Other noncurrent liabilities

     7,719        7,140   

Deferred income taxes, noncurrent

     4,126        5,334   

Notes payable, less current portion

     19,468        19,901   
  

 

 

   

 

 

 

Total liabilities

     168,099        154,554   
  

 

 

   

 

 

 

Commitments and contingencies

    

Stockholders’ equity

    

Preferred stock, $0.01 par value, 10,000 shares authorized; 0 shares issued and outstanding at March 31, 2012 and December 31, 2011

     —          —     

Common stock, $0.01 par value, 100,000 shares authorized; 46,147 and 45,955 shares issued and 44,490 and 44,298 shares outstanding at March 31, 2012 and December 31, 2011, respectively

     461        460   

Treasury stock, at cost, 1,657 shares of common stock at March 31, 2012 and December 31, 2011

     (23,894     (23,894

Additional paid-in capital

     89,800        85,720   

Accumulated other comprehensive loss

     (333     (360

Accumulated earnings

     115,836        101,367   
  

 

 

   

 

 

 

Total stockholders’ equity

     181,870        163,293   
  

 

 

   

 

 

 

Total liabilities and stockholders’ equity

   $ 349,969      $ 317,847   
  

 

 

   

 

 

 


Grand Canyon Education, Inc. Reports First Quarter 2012 Results

 

GRAND CANYON EDUCATION, INC.

Consolidated Statements of Cash Flows

(Unaudited)

 

     Three Months Ended
March 31,
 

(In thousands)

   2012     2011  

Cash flows provided by operating activities:

  

Net income

   $ 14,469      $ 9,481   

Adjustments to reconcile net income to net cash provided by operating activities:

    

Share-based compensation

     1,694        1,430   

Excess tax benefits from share-based compensation

     (65     —     

Amortization of debt issuance costs

     15        15   

Provision for bad debts

     4,122        10,034   

Depreciation and amortization

     5,032        3,826   

Loss on asset disposal

     182        —     

Exit costs

     —          (24

Deferred income taxes

     (247     (224

Changes in assets and liabilities:

    

Accounts receivable

     (150     (6,023

Prepaid expenses and other

     (1,104     (119

Due to/from related parties

     52        (8,388

Accounts payable

     742        5,748   

Accrued liabilities and employee related liabilities

     (2,798     (513

Income taxes receivable/payable

     16,556        6,665   

Deferred rent

     622        67   

Deferred revenue

     11,756        4,184   

Student deposits

     (5,699     (2,746
  

 

 

   

 

 

 

Net cash provided by operating activities

     45,179        23,413   
  

 

 

   

 

 

 

Cash flows used in investing activities:

    

Capital expenditures

     (16,876     (14,668

Change in restricted cash and cash equivalents

     5,661        2,753   
  

 

 

   

 

 

 

Net cash used in investing activities

     (11,215     (11,915
  

 

 

   

 

 

 

Cash flows provided by (used in) financing activities:

    

Principal payments on notes payable and capital lease obligations

     (829     (694

Repurchase of common shares

     —          (14,211

Excess tax benefits from share-based compensation

     65        —     

Net proceeds from exercise of stock options

     2,311        13   
  

 

 

   

 

 

 

Net cash provided by (used in) financing activities

     1,547        (14,892
  

 

 

   

 

 

 

Net increase (decrease) in cash and cash equivalents

     35,511        (3,394

Cash and cash equivalents, beginning of period

     21,189        33,637   
  

 

 

   

 

 

 

Cash and cash equivalents, end of period

   $ 56,700      $ 30,243   
  

 

 

   

 

 

 

Supplemental disclosure of cash flow information

    

Cash paid for interest

   $ 253      $ 107   

Cash paid for income taxes

   $ 1,061      $ 219   

Supplemental disclosure of non-cash investing and financing activities

    

Purchases of property and equipment included in accounts payable

   $ 5,395      $ 5,631   

Tax benefit of Spirit warrant intangible

   $ 59      $ 70   

Shortfall tax expense from share-based compensation

   $ 17      $ —     


Grand Canyon Education, Inc. Reports First Quarter 2012 Results

 

The following is a summary of our student enrollment at March 31, 2012 and 2011 (which included less than 700 students pursuing non-degree certificates in each period) by degree type and by instructional delivery method:

 

     2012(1)     2011(1)  
     # of Students      % of Total     # of Students      % of Total  

Graduate degrees(2)

     18,054         39.0     18,438         43.4

Undergraduate degree

     28,224         61.0     24,067         56.6
  

 

 

    

 

 

   

 

 

    

 

 

 

Total

     46,278         100.0     42,505         100.0
  

 

 

    

 

 

   

 

 

    

 

 

 
     2012(1)     2011(1)  
     # of Students      % of Total     # of Students      % of Total  

Online(3)

     41,229         89.1     38,655         90.9

Ground(4)

     5,049         10.9     3,850         9.1
  

 

 

    

 

 

   

 

 

    

 

 

 

Total

     46,278         100.0     42,505         100.0
  

 

 

    

 

 

   

 

 

    

 

 

 

 

(1) 

Enrollment at March 31, 2012 and 2011 represents individual students who attended a course during the last two months of the calendar quarter.

(2) 

Includes 2,221 and 1,301 students pursuing doctoral degrees at March 31, 2012 and 2011, respectively.

(3) 

As of March 31, 2012 and 2011, 42.5% and 46.3%, respectively, of our online and professional studies students were pursuing graduate degrees.

(4) 

Includes both our traditional on-campus ground students, as well as our professional studies students.