Grand Canyon Education, Inc. (NASDAQ:LOPE) Q1 2020 Earnings Conference Call May 7, 2020 4:30 PM ET Company Participants Dan Bachus - Chief Financial Officer Brian Mueller - Chairman and CEO Conference Call Participants Chris Howe - Barrington Research Jeff Meuler - Baird Jeff Silber - BMO Capital Operator Good afternoon, ladies and gentlemen. And welcome to the Grand Canyon Education First Quarter 2020 Earnings Conference Call [Operator Instructions]. As a reminder this conference is being recorded. I would ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2020 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-34211 GRAND CANYON EDUCATION, INC. (Exact name of registrant as specified in its charter) Delaware 20-335 ...

Grand Canyon Education, Inc. (NASDAQ:LOPE) Q4 2019 Earnings Conference Call February 19, 2020 4:30 PM ET Company Participants Dan Bachus - Chief Financial Officer Brian Mueller - Chief Executive Officer Conference Call Participants Chris Howe - Barrington Research Jeff Silber - BMO Capital Markets Jeff Meuler - Robert W. Baird Operator Ladies and gentlemen, thank you for standing by and welcome to the Q4 2019 Grand Canyon Education Earnings Conference call. At this time, all participants are in a listen-o ...

PART I [Item 1. Business](index=6&type=section&id=Item%201.%20Business) Grand Canyon Education provides comprehensive education services to Grand Canyon University and 22 other university partners, operating in a competitive and highly regulated market - GCE transitioned from owning and operating Grand Canyon University (GCU) to an education services company on July 1, 2018[19](index=19&type=chunk) - Acquired Orbis Education Services LLC in January 2019, expanding services to **22 university partners**, primarily in healthcare programs[18](index=18&type=chunk)[20](index=20&type=chunk) - GCE's revenue model for GCU is **60% of GCU's tuition and fee revenue**; Orbis Education agreements generally yield higher revenue per student due to higher service percentages, tuition rates, and credit loads[20](index=20&type=chunk)[272](index=272&type=chunk) - GCE provides a comprehensive suite of services including technology and academic services, counseling services and support, marketing and communication, and certain back-office services for GCU[23](index=23&type=chunk)[24](index=24&type=chunk)[25](index=25&type=chunk)[28](index=28&type=chunk)[33](index=33&type=chunk)[35](index=35&type=chunk) - The company is subject to extensive regulation by state post-secondary agencies, accrediting commissions, and the U.S. Department of Education (ED), both directly and indirectly[60](index=60&type=chunk)[64](index=64&type=chunk)[66](index=66&type=chunk) - Key competitive factors in the education services market include reputation, client base quality, marketing effectiveness, technology solutions, service breadth, and program quality[54](index=54&type=chunk)[62](index=62&type=chunk) [Item 1A. Risk Factors](index=40&type=section&id=Item%201A.%20Risk%20Factors) The company faces significant risks from its revenue dependency on GCU, potential interest divergence, and the extensive regulatory environment of the higher education industry - A large percentage of GCE's revenue is attributable to its contractual relationship with GCU, making it **highly dependent on GCU's performance and enrollment**[136](index=136&type=chunk)[137](index=137&type=chunk) - GCU's board of trustees and management have fiduciary duties to GCU, which could lead to **interests diverging from GCE's** over time[140](index=140&type=chunk) - ED's determination to treat GCU as a proprietary institution for Title IV purposes could limit GCU's ability to market itself as non-profit, **potentially harming enrollment** and GCE's financial performance[146](index=146&type=chunk) - The incentive compensation rule and its 'bundled services' exception are critical to GCE's business model; any alteration could **require a business model change**[147](index=147&type=chunk)[148](index=148&type=chunk)[151](index=151&type=chunk) - GCE and its university partners are subject to extensive regulatory requirements, with non-compliance potentially leading to **financial penalties or loss of financial aid funding**[182](index=182&type=chunk) - Risks associated with future acquisitions include integration difficulties, increased debt, dilution of stockholders, and disruption of ongoing business[152](index=152&type=chunk)[154](index=154&type=chunk) - Data security and privacy regulations pose risks due to the collection of sensitive personal information; breaches could **harm reputation and operations**[174](index=174&type=chunk)[177](index=177&type=chunk)[178](index=178&type=chunk) [Item 1B. Unresolved Staff Comments](index=72&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) There are no unresolved staff comments to report - No unresolved staff comments[226](index=226&type=chunk) [Item 2. Properties](index=72&type=section&id=Item%202.%20Properties) GCE owns a large administrative building in Phoenix and leases numerous skills labs and offices across multiple states to support its university partners - Owns a **325,000 sq ft** administrative building in Phoenix, Arizona, designed for energy efficiency[227](index=227&type=chunk) - Leases **seventeen skills labs** and multiple office locations in California, Colorado, and Indiana, with plans for expansion[228](index=228&type=chunk) [Item 3. Legal Proceedings](index=72&type=section&id=Item%203.%20Legal%20Proceedings) The company is subject to ordinary litigation that is not expected to have a material adverse effect on its financial position - Subject to ordinary and routine litigation; management **does not expect material adverse effects** on financial position, results of operations, or cash flows[229](index=229&type=chunk) [Item 4. Mine Safety Disclosures](index=72&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) There are no mine safety disclosures to report - No mine safety disclosures[230](index=230&type=chunk) PART II [Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=73&type=section&id=Item%205.%20Market%20for%20Registrant's%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) GCE's common stock trades on Nasdaq under 'LOPE', with earnings retained for growth and an active share repurchase program in place - Common stock trades on Nasdaq Global Market under symbol **'LOPE'**[233](index=233&type=chunk) - As of December 31, 2019, there were approximately **146 registered holders** of common stock[234](index=234&type=chunk) - The company **does not anticipate paying cash dividends** in the foreseeable future, prioritizing retention of earnings for business development and growth[224](index=224&type=chunk)[235](index=235&type=chunk) - Board authorized repurchase of up to **$175.0 million** in common stock, with **$52.3 million remaining** as of December 31, 2019; in 2019, 376,384 shares were repurchased for $35.8 million[238](index=238&type=chunk)[297](index=297&type=chunk) Share Repurchases (Q4 2019) | Period | Total Number of Shares Purchased | Average Price Paid Per Share | Shares Purchased as Part of Publicly Announced Program | Maximum Dollar Value of Shares That May Yet Be Purchased Under the Program | |:---|:---|:---|:---|:---:| | October 1, 2019 – October 31, 2019 | 77,622 | $99.09 | 77,622 | $63,100,000 | | November 1, 2019 – November 30, 2019 | 92,500 | $86.46 | 92,500 | $55,100,000 | | December 1, 2019 – December 31, 2019 | 31,400 | $89.27 | 31,400 | $52,300,000 | | **Total** | **201,522** | **$91.76** | **201,522** | **$52,300,000** | GCE Stock Performance vs. Benchmarks (2014-2019) | | 12/14 | 12/15 | 12/16 | 12/17 | 12/18 | 12/19 | |:---|:---:|:---:|:---:|:---:|:---:|:---:| | Grand Canyon Education, Inc. | 100.00 | 85.98 | 125.27 | 191.88 | 206.04 | 205.29 | | S&P 500 | 100.00 | 101.38 | 113.51 | 138.29 | 132.23 | 173.86 | | 2019 Peer Group | 100.00 | 66.60 | 71.71 | 91.80 | 101.23 | 92.84 | [Item 6. Selected Consolidated Financial and Other Data](index=75&type=section&id=Item%206.%20Selected%20Consolidated%20Financial%20and%20Other%20Data) This section provides five years of selected financial and operational data, reflecting the company's transition to an education services model Selected Consolidated Income Statement Data (2015-2019, in thousands) | Income Statement Data: | 2019 | 2018 | 2017 | 2016 | 2015 | |:---|:---:|:---:|:---:|:---:|:---:| | Service revenue | $778,643 | $333,002 | $— | $— | $— | | University related revenue | — | 512,499 | 974,134 | 873,344 | 778,200 | | **Net revenue** | **778,643** | **845,501** | **974,134** | **873,344** | **778,200** | | Total costs and expenses | 513,512 | 587,352 | 691,380 | 636,141 | 567,839 | | **Operating income** | **265,131** | **258,149** | **282,754** | **237,203** | **210,361** | | Interest income on Secured Note | 59,297 | 26,947 | — | — | — | | Interest expense | (11,311) | (1,536) | (2,169) | (1,328) | (1,248) | | Investment interest and other | 4,385 | 3,440 | 2,943 | 249 | (106) | | Income before income taxes | 317,502 | 287,000 | 283,528 | 236,124 | 209,007 | | Income tax expense | 58,327 | 57,989 | 80,209 | 87,610 | 77,596 | | **Net income** | **$259,175** | **$229,011** | **$203,319** | **$148,514** | **$131,411** | | Earnings per common share (Basic) | $5.42 | $4.81 | $4.31 | $3.22 | $2.86 | | Earnings per common share (Diluted) | $5.37 | $4.73 | $4.22 | $3.15 | $2.78 | | Period end enrollment | 106,861 | 97,369 | 90,297 | 81,908 | 74,506 | Selected Consolidated Balance Sheet Data (2015-2019, in thousands) | Balance Sheet Data: | 2019 | 2018 | 2017 | 2016 | 2015 | |:---|:---:|:---:|:---:|:---:|:---:| | Cash and cash equivalents, and investments | $143,873 | $120,346 | $242,745 | $108,572 | $106,400 | | Restricted cash, cash equivalents and investments | $300 | $61,667 | $94,534 | $84,931 | $75,384 | | Secured Note receivable | $969,912 | $900,093 | $— | $— | $— | | Total assets | $1,690,289 | $1,324,017 | $1,303,573 | $1,092,493 | $891,982 | | Notes payable (including short-term) | $140,918 | $59,905 | $66,616 | $98,252 | $79,877 | | Total stockholders' equity | $1,443,433 | $1,213,597 | $985,951 | $773,686 | $610,251 | Adjusted EBITDA Reconciliation (2015-2019, in thousands) | | 2019 | 2018 | 2017 | 2016 | 2015 | |:---|:---:|:---:|:---:|:---:|:---:| | Net income | $259,175 | $229,011 | $203,319 | $148,514 | $131,411 | | Plus: interest expense | 11,311 | 1,536 | 2,169 | 1,328 | 1,248 | | Less: interest income on Secured Note | (59,297) | (26,947) | — | — | — | | Less: investment interest and other | (4,385) | (3,440) | (2,943) | (249) | 106 | | Plus: income tax expense | 58,327 | 57,989 | 80,209 | 87,610 | 77,596 | | Plus: amortization of intangible assets | 8,223 | — | — | — | — | | Plus: depreciation and amortization (GCE assets) | 18,696 | 15,571 | 15,612 | 12,510 | 11,479 | | **EBITDA, excluding university related depreciation and amortization** | **292,050** | **273,720** | **298,366** | **249,713** | **221,840** | | Plus: contributions in lieu of state income taxes | 4,003 | 3,718 | 2,025 | 4,000 | 2,750 | | Plus: loss on transaction | 3,966 | 18,370 | 562 | 1,136 | 1,702 | | Plus: university related expenses | — | 173,330 | 324,140 | 294,188 | 253,263 | | Less: 40% of university related revenue | — | (205,000) | (389,654) | (349,338) | (311,280) | | Plus: share-based compensation (GCE employees) | 10,300 | 9,914 | 9,683 | 9,659 | 8,960 | | Plus: estimated litigation and regulatory reserves | 1,023 | — | — | — | — | | **Adjusted EBITDA** | **$311,342** | **$274,052** | **$245,122** | **$209,358** | **$177,235** | [Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=83&type=section&id=Item%207.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Financial performance in 2019 was shaped by the Orbis acquisition and the transition to a service model, resulting in higher comparable revenue and operating income - Net revenue for 2019 was **$778.6 million**, a **7.9% decrease** from 2018, primarily due to the transition from university ownership to an education services model[20](index=20&type=chunk)[272](index=272&type=chunk) - Comparable service fee revenue **increased by 21.6%** year-over-year, driven by the Orbis Education acquisition and a **5.9% increase in GCU enrollments**[20](index=20&type=chunk)[272](index=272&type=chunk) - Operating income **increased 2.7% to $265.1 million** in 2019; adjusted operating income **rose 13.2% to $281.3 million**, reflecting leverage of operating expenses[21](index=21&type=chunk) - Interest income on the Secured Note from GCU increased to **$59.3 million** in 2019 from $26.9 million in 2018 due to a full year of interest earnings[281](index=281&type=chunk) - Interest expense increased to **$11.3 million** in 2019 from $1.5 million in 2018 due to a **$190.1 million increase** in the credit facility for the Orbis acquisition[282](index=282&type=chunk) - Net income for 2019 was **$259.2 million**, a **13.2% increase** from $229.0 million in 2018[286](index=286&type=chunk) - Net cash provided by operating activities **increased to $306.3 million** in 2019 from $199.1 million in 2018, driven by higher net income and working capital changes[298](index=298&type=chunk) - Net cash used in investing activities was **$405.9 million** in 2019, primarily for the Orbis Education acquisition (**$361.2 million**) and funding GCU capital expenditures[299](index=299&type=chunk) - Unrestricted cash and cash equivalents and investments totaled **$143.9 million** at December 31, 2019[288](index=288&type=chunk) Key Expense Changes (2019 vs. 2018, in millions) | Expense Category | 2019 (Actual) | 2018 (Actual) | Change ($) | Change (%) | Primary Drivers | |:---|:---:|:---:|:---:|:---:|:---| | Technology and academic services | $90.5 | $43.6 | $46.9 | 107.7% | Orbis Education acquisition (headcount, facilities, equipment), increased GCU service costs | | Counseling services and support | $223.6 | $204.7 | $18.9 | 9.2% | Orbis Education acquisition (headcount), increased GCU enrollment support, increased travel costs | | Marketing and communication | $142.9 | $117.4 | $25.5 | 21.7% | Orbis Education partnership marketing, increased GCU program marketing | | General and administrative | $44.3 | $30.0 | $14.3 | 47.9% | Orbis Education acquisition (headcount, office space), professional fees, increased contributions | | Amortization of intangible assets | $8.2 | $0.0 | $8.2 | N/A | Orbis Education acquisition | | Loss on transaction | $4.0 | $18.4 | $(14.4) | -78.3% | Orbis Education acquisition costs (2019) vs. GCU transaction costs (2018) | [Item 7A. Quantitative and Qualitative Disclosures about Market Risk](index=99&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) The company believes inflation has not materially impacted operations and manages interest rate risk on its variable rate debt, with minimal expected impact from rate changes - Inflation has **not had a material impact** on operations for 2017-2019[310](index=310&type=chunk) - Managed 30-day LIBOR interest exposure with an interest rate corridor that **expired in December 2019**[311](index=311&type=chunk)[312](index=312&type=chunk) - A 10% increase or decrease in interest rates would **not have a material impact** on future earnings, fair values, or cash flows as of December 31, 2019[313](index=313&type=chunk) [Item 8. Consolidated Financial Statements and Supplementary Data](index=100&type=section&id=Item%208.%20Consolidated%20Financial%20Statements%20and%20Supplementary%20Data) This section presents GCE's audited consolidated financial statements, which received an unqualified opinion from its independent registered public accounting firm - KPMG LLP issued an **unqualified opinion** on the consolidated financial statements for the three-year period ended December 31, 2019, and on the effectiveness of internal control over financial reporting[317](index=317&type=chunk)[318](index=318&type=chunk)[498](index=498&type=chunk)[499](index=499&type=chunk) - The acquisition of Orbis Education Services, LLC for **$361.2 million** on January 22, 2019, resulted in **$210.3 million in intangible assets** and **$157.8 million in goodwill**[323](index=323&type=chunk)[325](index=325&type=chunk)[360](index=360&type=chunk)[363](index=363&type=chunk) - Service revenue for 2019 included **$85.9 million** and a net loss of **$2.6 million** from Orbis Education since its acquisition date[365](index=365&type=chunk) - The company adopted ASU No. 2016-02, Leases (Topic 842) on January 1, 2019, recognizing right-of-use (ROU) assets and lease liabilities on the balance sheet[319](index=319&type=chunk)[423](index=423&type=chunk) - The Secured Note from GCU had an initial principal of **$870.1 million**, bears **6.0% annual interest**, matures June 30, 2025, and is secured by GCU's assets[353](index=353&type=chunk) [Notes to Consolidated Financial Statements](index=112&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) [1. Nature of Business](index=112&type=section&id=1.%20Nature%20of%20Business) GCE is an education services company providing comprehensive support to GCU and, following the Orbis acquisition, to 22 additional university partners - GCE transitioned to an education services company on July 1, 2018, after selling Grand Canyon University (GCU) to a non-profit entity[349](index=349&type=chunk) - Acquired Orbis Education Services, LLC on January 22, 2019, adding **22 university partners** for healthcare education programs[350](index=350&type=chunk)[351](index=351&type=chunk) - Provides integrated technology and academic services, counseling, marketing, and back-office support to university partners[349](index=349&type=chunk) [2. The Transaction](index=112&type=section&id=2.%20The%20Transaction) On July 1, 2018, GCE sold GCU to a non-profit entity in exchange for a Secured Note and entered into a long-term Master Services Agreement - GCE consummated an Asset Purchase Agreement with GCU on July 1, 2018, selling the university to an independent non-profit entity[353](index=353&type=chunk) - Received a Secured Note from GCU for **$870.1 million**, bearing **6.0% annual interest**, with a maturity date of June 30, 2025[353](index=353&type=chunk) - Entered into a long-term Master Services Agreement with GCU, receiving **60% of GCU's tuition and fee revenue** for comprehensive services[353](index=353&type=chunk) - The transaction resulted in a **$18.4 million loss on transaction** for GCE in 2018, including transaction costs and an asset impairment[357](index=357&type=chunk) [3. Acquisition](index=116&type=section&id=3.%20Acquisition) GCE acquired Orbis Education for $361.2 million in January 2019, recognizing significant intangible assets and goodwill - Acquired Orbis Education Services, LLC on January 22, 2019, for **$361.2 million** (net of cash acquired), financed by a credit facility and operating cash[360](index=360&type=chunk) - Recorded **$210.3 million in intangible assets** (primarily university partner relationships) and **$157.8 million in goodwill** from the acquisition[360](index=360&type=chunk)[363](index=363&type=chunk) - Transaction costs for the Orbis acquisition were **$4.0 million** in 2019[360](index=360&type=chunk) - Orbis Education contributed **$85.9 million in service revenue** and a net loss of **$2.6 million** to GCE's 2019 consolidated results[365](index=365&type=chunk) [4. Summary of Significant Accounting Policies](index=119&type=section&id=4.%20Summary%20of%20Significant%20Accounting%20Policies) This section details key accounting policies, including revenue recognition, business combinations, goodwill, and the adoption of new standards for leases - Revenue recognition for service agreements is based on a single performance obligation delivered ratably over distinct service periods[265](index=265&type=chunk)[408](index=408&type=chunk) - Acquisitions are accounted for using the purchase method, allocating the purchase price to acquired assets and assumed liabilities at fair value[266](index=266&type=chunk)[385](index=385&type=chunk) - Goodwill is assessed annually for impairment; finite-lived intangible assets are amortized straight-line over their estimated useful lives[387](index=387&type=chunk)[388](index=388&type=chunk) - Adopted ASU No. 2016-02, Leases (Topic 842), on January 1, 2019, recognizing ROU assets and lease liabilities on the balance sheet[319](index=319&type=chunk)[423](index=423&type=chunk) - Recognizes deferred tax assets and liabilities for future tax consequences, with valuation allowances established if realization is not more-likely-than-not[267](index=267&type=chunk)[397](index=397&type=chunk)[398](index=398&type=chunk)[399](index=399&type=chunk) - Capitalizes certain costs for internal-use software development and content creation for university partners, amortizing them over estimated useful lives[377](index=377&type=chunk)[378](index=378&type=chunk)[379](index=379&type=chunk) [5. Investments](index=133&type=section&id=5.%20Investments) GCE held $21.6 million in short-term, highly-rated investments at year-end 2019 after reclassifying and liquidating assets to fund the Orbis acquisition - Investments totaled **$21.6 million** at December 31, 2019, down from $69.0 million in 2018[429](index=429&type=chunk) - Investments were reclassified from available-for-sale to trading in 2018 to fund the Orbis Education acquisition, resulting in a **$372 thousand loss** in 2018[372](index=372&type=chunk)[429](index=429&type=chunk) - All investments are rated **BBB or higher** and have maturities of one year or less as of December 31, 2019[421](index=421&type=chunk)[429](index=429&type=chunk) [6. Valuation and Qualifying Accounts](index=133&type=section&id=6.%20Valuation%20and%20Qualifying%20Accounts) The company had no allowance for doubtful accounts at year-end 2019, reflecting no losses since its transition to a service model - No allowance for doubtful accounts receivable at December 31, 2019, due to no losses on receivables since becoming an education service company[421](index=421&type=chunk)[430](index=430&type=chunk) - In 2018, **$6.1 million** of allowance for doubtful accounts was transferred to GCU as part of the transaction[431](index=431&type=chunk) Allowance for Doubtful Accounts Receivable (2017-2019, in thousands) | | Balance at Beginning of Period | Charged to Expense | Deductions/Transfers | Balance at End of Period | |:---|:---:|:---:|:---:|:---:| | Year ended December 31, 2019 | $— | — | — | $— | | Year ended December 31, 2018 | $5,907 | 8,669 | (14,576) | $— | | Year ended December 31, 2017 | $5,918 | 18,478 | (18,489) | $5,907 | [7. Property and Equipment](index=134&type=section&id=7.%20Property%20and%20Equipment) Net property and equipment increased to $119.7 million in 2019, with depreciation expense of $18.4 million for the year - Depreciation expense for property and equipment was **$18.4 million** for the year ended December 31, 2019[433](index=433&type=chunk) - **No interest was capitalized in 2019**, compared to $756 thousand in 2018, reflecting a significant decline in capital expenditures[283](index=283&type=chunk)[376](index=376&type=chunk) Property and Equipment, Net (in thousands) | | As of December 31, 2019 | As of December 31, 2018 | |:---|:---:|:---:| | Land | $5,579 | $5,579 | | Land improvements | 2,242 | 2,242 | | Buildings | 51,399 | 51,409 | | Buildings and leasehold improvements | 11,691 | 9,581 | | Computer equipment | 95,020 | 85,316 | | Furniture, fixtures and equipment | 10,423 | 4,955 | | Internally developed software | 37,175 | 39,270 | | Construction in progress | 3,238 | 2,376 | | **Total gross property and equipment** | **216,767** | **200,728** | | Less accumulated depreciation and amortization | (97,033) | (89,689) | | **Property and equipment, net** | **$119,734** | **$111,039** | [8. Intangible Assets](index=134&type=section&id=8.%20Intangible%20Assets) Amortizable intangible assets from the Orbis acquisition totaled $202.1 million at year-end 2019, primarily from university partner relationships - Amortization expense for these intangible assets is projected to be **$8.4 million annually** from 2020 to 2024[434](index=434&type=chunk) Amortizable Intangible Assets (December 31, 2019, in thousands) | | Estimated Average Useful Life (in years) | Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | |:---|:---:|:---:|:---:|:---:| | University partner relationships | 25 | $210,000 | $(7,943) | $202,057 | | Trade names | 1 | 280 | (280) | — | | **Total amortizable intangible assets, net** | | **$210,280** | **$(8,223)** | **$202,057** | [9. Leases](index=134&type=section&id=9.%20Leases) GCE has operating leases for facilities and equipment, with lease liabilities of $28.6 million recognized on the balance sheet as of year-end 2019 - Operating lease costs were **$4.1 million** in 2019, compared to $827 thousand in 2018[437](index=437&type=chunk) - As of December 31, 2019, the present value of lease liabilities was **$28.6 million**, with a weighted-average remaining lease term of **8.3 years**[438](index=438&type=chunk)[439](index=439&type=chunk) - Had **$16.1 million** in non-cancelable operating lease commitments not yet commenced as of December 31, 2019[438](index=438&type=chunk) [10. Notes Payable and Other Noncurrent Liabilities](index=136&type=section&id=10.%20Notes%20Payable%20and%20Other%20Noncurrent%20Liabilities) Notes payable increased to $140.9 million in 2019 following an amended credit facility used to finance the Orbis acquisition - Notes payable totaled **$140.9 million** at December 31, 2019, up from $59.9 million in 2018[444](index=444&type=chunk) - Entered into an amended and restated credit agreement in January 2019, providing a **$325.0 million credit facility** to finance the Orbis Education acquisition[440](index=440&type=chunk) - The credit facility was further amended in October 2019, increasing the revolving commitment to **$150.0 million** and reducing the term loan to **$150.6 million**[441](index=441&type=chunk) - GCE was **in compliance with its debt covenants** as of December 31, 2019[443](index=443&type=chunk) [11. Commitments and Contingencies](index=138&type=section&id=11.%20Commitments%20and%20Contingencies) The company is involved in routine legal proceedings that are not expected to have a material adverse effect on its financial condition - Subject to ordinary and routine litigation; management **does not expect material adverse effects** on financial condition, results of operations, or cash flows[445](index=445&type=chunk)[446](index=446&type=chunk) - Accrues for contingent obligations when probable and reasonably estimable[400](index=400&type=chunk)[445](index=445&type=chunk) - **No reserves** for probable non-income tax related matters as of December 31, 2019 and 2018[447](index=447&type=chunk) [12. Derivative Instruments](index=138&type=section&id=12.%20Derivative%20Instruments) GCE's interest rate corridor hedging instrument expired in December 2019, and the company held no derivative instruments at year-end - An interest rate corridor hedging instrument, used to manage 30-day LIBOR interest exposure, **expired in December 2019**[311](index=311&type=chunk)[448](index=448&type=chunk)[452](index=452&type=chunk) - Upon expiration, **$1.1 million** was reclassified from accumulated other comprehensive income into interest expense[283](index=283&type=chunk)[448](index=448&type=chunk)[451](index=451&type=chunk) - **No derivative financial instruments** as of December 31, 2019[312](index=312&type=chunk) [13. Earnings Per Share](index=140&type=section&id=13.%20Earnings%20Per%20Share) For 2019, basic earnings per share was $5.42 and diluted earnings per share was $5.37 - Diluted weighted average shares outstanding excludes anti-dilutive stock options and restricted stock awards[454](index=454&type=chunk) Earnings Per Share (2017-2019) | Denominator: | 2019 | 2018 | 2017 | |:---|:---:|:---:|:---:| | Basic weighted average shares outstanding | 47,814 | 47,608 | 47,140 | | Effect of dilutive stock options and restricted stock | 452 | 806 | 1,095 | | **Diluted weighted average shares outstanding** | **48,266** | **48,414** | **48,235** | | Basic income per share | $5.42 | $4.81 | $4.73 | | Diluted income per share | $5.37 | $4.73 | $4.22 | [14. Equity Transactions](index=140&type=section&id=14.%20Equity%20Transactions) GCE has an authorized share repurchase program of up to $175.0 million, with $52.3 million remaining at year-end 2019 - 10,000 shares of authorized but unissued and undesignated preferred stock, with terms determined by the board[455](index=455&type=chunk) - Board authorized a share repurchase program of up to **$175.0 million**, expiring December 31, 2020[238](index=238&type=chunk)[457](index=457&type=chunk) - Repurchased **376,000 shares** of common stock for **$35.8 million** in 2019, leaving **$52.3 million** available under the authorization[238](index=238&type=chunk)[457](index=457&type=chunk) [15. Income Taxes](index=141&type=section&id=15.%20Income%20Taxes) The company's effective tax rate decreased to 18.4% in 2019, primarily due to a favorable state tax refund agreement and a law change - Income tax expense for 2019 was **$58.3 million**, with an effective tax rate of **18.4%**, compared to 20.2% in 2018[285](index=285&type=chunk)[462](index=462&type=chunk) - The decrease in effective tax rate was primarily due to a **$5.9 million favorable tax impact** from a state tax refund agreement and a law change in Arizona state taxes[285](index=285&type=chunk) - Unrecognized tax benefits totaled **$6.8 million** at December 31, 2019, including $153 thousand in accrued interest[464](index=464&type=chunk) Components of Income Tax Expense (2017-2019, in thousands) | | 2019 | 2018 | 2017 | |:---|:---:|:---:|:---:| | Current: Federal | $57,354 | $60,764 | $76,966 | | Current: State | (1,344) | 8,732 | 8,589 | | **Total Current** | **56,010** | **69,496** | **85,555** | | Deferred: Federal | 2,804 | (10,708) | (6,189) | | Deferred: State | (487) | (799) | 843 | | **Total Deferred** | **2,317** | **(11,507)** | **(5,346)** | | **Total Income Tax Expense** | **$58,327** | **$57,989** | **$80,209** | Deferred Income Tax Assets and Liabilities (December 31, 2019 & 2018, in thousands) | | As of December 31, 2019 | As of December 31, 2018 | |:---|:---:|:---:| | Deferred tax assets: Share-based compensation | $2,499 | $3,030 | | Deferred tax assets: Employee compensation | 614 | 780 | | Deferred tax assets: Intangibles | 23,693 | — | | Deferred tax assets: State taxes | 1,764 | 879 | | Deferred tax assets: Other | 432 | 386 | | **Total Deferred tax assets** | **29,002** | **5,075** | | Deferred tax liability: Property and equipment | (10,865) | (10,778) | | Deferred tax liability: Goodwill | (36,295) | (762) | | Deferred tax liability: Other | (162) | — | | **Total Deferred tax liability** | **(47,322)** | **(11,540)** | | **Net deferred tax liability** | **$(18,320)** | **$(6,465)** | [16. Share-Based Compensation Plans](index=143&type=section&id=16.%20Share-Based%20Compensation%20Plans) GCE grants restricted stock awards under its 2017 Equity Incentive Plan, with total unrecognized compensation cost of $23.0 million at year-end 2019 - Grants restricted stock awards under the 2017 Equity Incentive Plan, with **1.8 million shares available** for grants as of December 31, 2019[466](index=466&type=chunk) - Total unrecognized share-based compensation cost for unvested restricted stock was **$23.0 million** as of December 31, 2019, to be recognized over a weighted average period of 2.1 years[470](index=470&type=chunk) - No stock options were granted in 2017, 2018, or 2019; as of December 31, 2019, **232,000 stock options were outstanding and exercisable**[471](index=471&type=chunk)[474](index=474&type=chunk) - Made a discretionary matching contribution of **$2.2 million** to its 401(k) Plan for 2019[479](index=479&type=chunk) Restricted Stock Activity (2017-2019, in thousands of shares) | | Total Shares | Weighted Average Grant Date Fair Value per Share | |:---|:---:|:---:| | Outstanding as of December 31, 2017 | 776 | $49.16 | | Granted (2018) | 163 | $92.34 | | Vested (2018) | (384) | $65.57 | | Forfeited, canceled or expired (2018) | (95) | $71.60 | | Outstanding as of December 31, 2018 | 460 | $63.28 | | Granted (2019) | 152 | $93.62 | | Vested (2019) | (174) | $56.14 | | Forfeited, canceled or expired (2019) | (16) | $82.11 | | **Outstanding as of December 31, 2019** | **422** | **$76.43** | Share-Based Compensation Expense by Category (2017-2019, in thousands) | | 2019 | 2018 | 2017 | |:---|:---:|:---:|:---:| | Technology and academic services | $1,721 | $1,585 | $1,555 | | Counseling support and services | 5,297 | 4,926 | 4,700 | | Marketing and communication | 87 | 48 | 26 | | General and administrative | 3,195 | 3,355 | 3,402 | | University related expenses | — | 9,594 | 3,005 | | **Total Share-based compensation expense** | **$10,300** | **$19,508** | **$12,688** | | Tax effect of share-based compensation | (2,575) | (4,877) | (5,075) | | **Share-based compensation expense, net of tax** | **$7,725** | **$14,631** | **$7,613** | [17. Quarterly Results of Operations (Unaudited)](index=148&type=section&id=17.%20Quarterly%20Results%20of%20Operations%20(Unaudited)) This section provides unaudited quarterly results, illustrating the seasonal fluctuations in revenue and operating income driven by academic calendars - Net revenue and operating results normally fluctuate due to seasonal variations in university partners' enrollment, with **lower revenues in summer months** and higher revenues in Q1 and Q4[287](index=287&type=chunk) Unaudited Quarterly Results of Operations (2019, in thousands) | | First Quarter | Second Quarter | Third Quarter | Fourth Quarter | |:---|:---:|:---:|:---:|:---:| | Service revenue | $197,287 | $174,820 | $193,289 | $213,247 | | Net revenue | 197,287 | 174,820 | 193,289 | 213,247 | | Total costs and expenses | 124,856 | 123,826 | 133,555 | 131,275 | | Operating income | 72,431 | 50,994 | 59,734 | 81,972 | | Net income | $73,243 | $51,112 | $58,151 | $76,669 | | Basic income per share | $1.54 | $1.07 | $1.21 | $1.61 | | Diluted income per share | $1.52 | $1.06 | $1.20 | $1.59 | Unaudited Quarterly Results of Operations (2018, in thousands) | | First Quarter | Second Quarter | Third Quarter | Fourth Quarter | |:---|:---:|:---:|:---:|:---:| | Service revenue | $— | $— | $155,454 | $177,548 | | University related revenue | 275,681 | 236,818 | — | — | | Net revenue | 275,681 | 236,818 | 155,454 | 177,548 | | Total costs and expenses | 185,589 | 178,330 | 126,034 | 97,399 | | Operating income | 90,092 | 58,488 | 29,420 | 80,149 | | Net income | $73,681 | $46,038 | $33,761 | $75,531 | | Basic income per share | $1.55 | $0.97 | $0.71 | $1.58 | | Diluted income per share | $1.52 | $0.95 | $0.70 | $1.56 | PART III [Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure](index=150&type=section&id=Item%209.%20Changes%20in%20and%20Disagreements%20With%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure) There were no changes in or disagreements with accountants on accounting and financial disclosure - No changes in or disagreements with accountants on accounting and financial disclosure[488](index=488&type=chunk) [Item 9A. Controls and Procedures](index=150&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management concluded that the company's disclosure controls and internal control over financial reporting were effective as of December 31, 2019 - Management concluded that disclosure controls and procedures were **effective** as of December 31, 2019[490](index=490&type=chunk) - Management assessed and believes the company's internal control over financial reporting was **effective** as of December 31, 2019, based on the COSO framework[496](index=496&type=chunk) - KPMG LLP issued an **unqualified opinion** on the effectiveness of GCE's internal control over financial reporting as of December 31, 2019[497](index=497&type=chunk)[498](index=498&type=chunk) - **No material changes** in internal control over financial reporting occurred during the quarter ended December 31, 2019[507](index=507&type=chunk) [Item 9B. Other Information](index=155&type=section&id=Item%209B.%20Other%20Information) The company permits Rule 10b5-1 trading plans for its directors, officers, and employees and will disclose their establishment or termination in future reports - Company policy permits directors, officers, and employees to enter into **Rule 10b5-1 trading plans**[508](index=508&type=chunk) - Will disclose the establishment or termination of trading plans by executive officers and directors in future quarterly and annual reports[509](index=509&type=chunk) [Item 10. Directors, Executive Officers and Corporate Governance](index=155&type=section&id=Item%2010.%20Directors%2C%20Executive%20Officers%20and%20Corporate%20Governance) Information regarding directors, executive officers, and corporate governance is incorporated by reference from the 2020 proxy statement - Information on Directors, Executive Officers, and Corporate Governance is **incorporated by reference** from the 2020 proxy statement[511](index=511&type=chunk) - Code of Business Conduct and Ethics and committee charters are available on the company's website[512](index=512&type=chunk)[513](index=513&type=chunk) [Item 11. Executive Compensation](index=155&type=section&id=Item%2011.%20Executive%20Compensation) Information relating to executive compensation is incorporated by reference from the company's 2020 proxy statement - Executive compensation information is **incorporated by reference** from the 2020 proxy statement[514](index=514&type=chunk) [Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=155&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters) Information regarding security ownership is incorporated by reference from the company's 2020 proxy statement - Security ownership information is **incorporated by reference** from the 2020 proxy statement[515](index=515&type=chunk) [Item 13. Certain Relationships and Related Transactions, and Director Independence](index=157&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions%2C%20and%20Director%20Independence) Information concerning related party transactions and director independence is incorporated by reference from the 2020 proxy statement - Information on related transactions and director independence is **incorporated by reference** from the 2020 proxy statement[516](index=516&type=chunk) [Item 14. Principal Accounting Fees and Services](index=157&type=section&id=Item%2014.%20Principal%20Accounting%20Fees%20and%20Services) Information regarding principal accounting fees and services is incorporated by reference from the company's 2020 proxy statement - Principal accounting fees and services information is **incorporated by reference** from the 2020 proxy statement[517](index=517&type=chunk) PART IV [Item 15. Exhibits and Consolidated Financial Statement Schedules](index=157&type=section&id=Item%2015.%20Exhibits%20and%20Consolidated%20Financial%20Statement%20Schedules) This section lists the consolidated financial statements and exhibits filed as part of the Annual Report - Includes consolidated financial statements: Balance Sheets, Income Statements, Statements of Comprehensive Income, Statements of Stockholders' Equity, and Statements of Cash Flows[519](index=519&type=chunk) - Provides an Exhibit Index listing various documents such as the Asset Purchase Agreement, Plan of Merger, Equity Incentive Plans, Employment Agreements, and Credit Agreements[519](index=519&type=chunk)[520](index=520&type=chunk)[521](index=521&type=chunk)[524](index=524&type=chunk)

Grand Canyon Education Inc. (NASDAQ:LOPE) Q3 2019 Earnings Conference Call November 6, 2019 4:30 PM ET CompanyParticipants Brian Mueller - Chief Executive Officer, President and Director Dan Bachus - Chief Financial Officer Conference Call Participants Jeff Meuler - Baird Jeff Silber - BMO Capital Markets Operator Ladies and gentlemen, thank you for standing by. And welcome to the Q3 2019 Grand Canyon Education Earnings Conference Call. At this time, all participants are in a listen-only mode. After the spe ...

PART I – FINANCIAL INFORMATION [Item 1. Financial Statements](index=3&type=section&id=Item%201%20Financial%20Statements) Unaudited consolidated financial statements for Q3 2019 and 2018 are presented, reflecting the company's business model transformation and Orbis acquisition - On July 1, 2018, the company transformed its business model by selling Grand Canyon University to a non-profit entity, GCU. GCE now operates as an education services company, providing a suite of support services to university partners[23](index=23&type=chunk) - On January 22, 2019, GCE acquired Orbis Education Services for **$361.2 million**, expanding its services to support healthcare education programs for 21 additional university partners[24](index=24&type=chunk)[32](index=32&type=chunk) Consolidated Income Statement Highlights (Unaudited, In thousands) | Metric | Q3 2019 | Q3 2018 | 9 Months 2019 | 9 Months 2018 | | :--- | :--- | :--- | :--- | :--- | | **Service Revenue** | **$193,289** | **$155,454** | **$565,396** | **$155,454** | | University Related Revenue | — | — | — | $512,499 | | **Operating Income** | **$59,734** | **$29,420** | **$183,159** | **$178,000** | | **Net Income** | **$58,151** | **$33,761** | **$182,506** | **$153,480** | | Diluted EPS | $1.20 | $0.70 | $3.78 | $3.17 | Consolidated Balance Sheet Highlights (Unaudited, In thousands) | Metric | Sep 30, 2019 | Dec 31, 2018 | | :--- | :--- | :--- | | Cash and cash equivalents | $119,709 | $120,346 | | Secured Note receivable | $1,009,912 | $900,093 | | Goodwill | $160,871 | $2,941 | | **Total Assets** | **$1,760,672** | **$1,324,017** | | Notes payable, less current portion | $211,060 | $23,437 | | **Total Liabilities** | **$378,842** | **$110,420** | | **Total Stockholders' Equity** | **$1,381,830** | **$1,213,597** | Consolidated Cash Flow Highlights (Unaudited, In thousands) | Metric | 9 Months Ended Sep 30, 2019 | 9 Months Ended Sep 30, 2018 | | :--- | :--- | :--- | | Net cash provided by operating activities | $195,134 | $96,536 | | Net cash used in investing activities | ($431,110) | ($215,729) | | Net cash provided by (used in) financing activities | $173,972 | ($22,269) | [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=40&type=section&id=Item%202%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses financial performance, emphasizing the 2018 business model change, 2019 Orbis acquisition, and strong liquidity - End-of-period enrollment in programs at university partners increased **10.2%** to **108,821** as of September 30, 2019, from 98,715 a year prior. This was driven by a **6.2%** increase in GCU enrollments and the addition of 3,975 students from Orbis Education partners[136](index=136&type=chunk) Q3 2019 vs. Q3 2018 Performance | Metric | Q3 2019 | Q3 2018 | Change | Change % | | :--- | :--- | :--- | :--- | :--- | | Service Revenue | $193.3M | $155.5M | +$37.8M | +24.3% | | Operating Income | $59.7M | $29.4M | +$30.3M | +103.1% | | Net Income | $58.2M | $33.8M | +$24.4M | +72.3% | - The increase in revenue was primarily due to the Orbis Education acquisition and a **6.2%** increase in GCU enrollments. Orbis partnership agreements generally generate higher revenue per student[141](index=141&type=chunk) - The company believes its cash flow from operations, along with cash reserves and its revolving line of credit, will provide adequate liquidity for ongoing operations and planned expenditures for at least the next 24 months[184](index=184&type=chunk) [Results of Operations](index=44&type=section&id=Results%20of%20Operations) Detailed Q3 2019 and 2018 financial performance, driven by Orbis acquisition and GCU enrollment growth, with rising operating expenses Q3 2019 vs Q3 2018 Operating Expense Breakdown (in millions) | Expense Category | Q3 2019 | Q3 2018 | Change % | | :--- | :--- | :--- | :--- | | Technology and academic services | $24.2 | $11.1 | +118.3% | | Counseling services and support | $56.3 | $51.1 | +10.0% | | Marketing and communication | $37.3 | $31.5 | +18.4% | | General and administrative | $13.6 | $10.1 | +34.3% | - Technology and academic services expenses increased significantly as a percentage of revenue (from 7.1% to 12.5% in Q3) primarily because the Orbis Education partnership agreements require a higher level of service, including physical classroom facilities[142](index=142&type=chunk)[144](index=144&type=chunk) - For the nine-month period, comparable service fee revenue increased **22.1%** year-over-year, driven by the Orbis acquisition and growth at GCU[158](index=158&type=chunk)[159](index=159&type=chunk) [Liquidity and Capital Resources](index=56&type=section&id=Liquidity%20and%20Capital%20Resources) The company financed the Orbis acquisition through debt and operating cash, maintaining strong liquidity with increased cash from operations - The company financed the Orbis acquisition with a combination of debt from an amended credit facility ($190.1 million) and operating cash on hand ($171.1 million)[178](index=178&type=chunk) Cash Flow Summary (Nine Months Ended Sep 30, in millions) | Activity | 2019 | 2018 | | :--- | :--- | :--- | | Operating Cash Flow | $195.1 | $96.5 | | Investing Cash Flow | ($431.1) | ($215.7) | | Financing Cash Flow | $174.0 | ($22.3) | Contractual Obligations (as of Sep 30, 2019, in millions) | Obligation | Total | Less than 1 Year | 2-3 Years | 4-5 Years | More than 5 Years | | :--- | :--- | :--- | :--- | :--- | :--- | | Long term notes payable | $256.4 | $20.5 | $66.3 | $66.3 | $103.3 | | Lease liabilities | $28.1 | $0.5 | $6.0 | $6.5 | $15.1 | | **Total** | **$287.9** | **$22.0** | **$74.2** | **$73.3** | **$118.4** | [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=60&type=section&id=Item%203%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company's primary market risk is interest rate risk on variable-rate debt, managed via an interest rate corridor instrument - The company manages interest rate risk on its variable-rate debt using an interest rate corridor instrument with a notional amount of **$55.0 million**, which matures in December 2019[197](index=197&type=chunk) - The interest rate corridor instrument hedges 30-Day LIBOR exposure. If LIBOR is between **1.5%** and **3.0%**, the company pays a fixed **1.5%**. If LIBOR exceeds **3.0%**, the company pays the actual rate less **1.5%**[199](index=199&type=chunk) [Item 4. Controls and Procedures](index=62&type=section&id=Item%204%20Controls%20and%20Procedures) Disclosure controls and procedures were effective as of September 30, 2019, with no material changes to internal control over financial reporting - The CEO and CFO concluded that the company's disclosure controls and procedures are effective as of September 30, 2019[201](index=201&type=chunk) - No material changes to internal control over financial reporting were identified during the quarter[202](index=202&type=chunk) PART II – OTHER INFORMATION [Item 1. Legal Proceedings](index=62&type=section&id=Item%201%20Legal%20Proceedings) The company reports no material legal proceedings during the period - The company reported 'None' for this item, indicating no material legal proceedings[203](index=203&type=chunk) [Item 1A. Risk Factors](index=62&type=section&id=Item%201A%20Risk%20Factors) No material changes to risk factors previously disclosed in the 2018 Annual Report on Form 10-K - There have been no material changes to the risk factors disclosed in the company's 2018 Annual Report on Form 10-K[204](index=204&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=63&type=section&id=Item%202%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) No unregistered equity sales; company repurchased **64,335 shares** for **$7.0 million** in Q3 2019, with **$70.8 million** remaining for repurchases - The company has a Board authorization to repurchase up to **$175.0 million** of its common stock, with an expiration date of December 31, 2020[206](index=206&type=chunk) Share Repurchases in Q3 2019 | Period | Total Shares Purchased | Average Price Paid Per Share | | :--- | :--- | :--- | | July 2019 | 10,000 | $116.25 | | August 2019 | — | $ — | | September 2019 | 54,335 | $106.56 | | **Total Q3** | **64,335** | **$108.07** | - As of September 30, 2019, **$70.8 million** remained available for future repurchases under the current program[206](index=206&type=chunk) [Item 3. Defaults Upon Senior Securities](index=63&type=section&id=Item%203%20Defaults%20Upon%20Senior%20Securities) The company reports no defaults upon senior securities - The company reported 'None' for this item[208](index=208&type=chunk) [Item 4. Mine Safety Disclosures](index=63&type=section&id=Item%204%20Mine%20Safety%20Disclosures) This item is not applicable to the company's business - The company reported 'None' for this item[209](index=209&type=chunk) [Item 5. Other Information](index=63&type=section&id=Item%205%20Other%20Information) The company reports no other information required to be disclosed under this item - The company reported 'None' for this item[210](index=210&type=chunk) [Item 6. Exhibits](index=65&type=section&id=Item%206%20Exhibits) This section lists exhibits filed with the 10-Q report, including credit agreement amendments and SOX certifications - Exhibits filed with the report include an amendment to the credit agreement, CEO/CFO certifications (SOX 302 & 906), and financial data in Inline XBRL format[211](index=211&type=chunk)

Grand Canyon Education, Inc. (NASDAQ:LOPE) Q2 2019 Earnings Conference Call August 6, 2019 4:30 PM ET Company Participants Dan Bachus - Chief Financial Officer Brian Mueller - Chairman and Chief Executive Officer Conference Call Participants Jeff Silber - BMO Capital Markets Jeff Meuler - Baird Operator Good day, ladies and gentlemen, and welcome to the Second Quarter Grand Canyon Education Earnings Conference Call. At this time, all participants are in a listen-only mode. Later, we will conduct a question- ...

[PART I – FINANCIAL INFORMATION](index=3&type=section&id=PART%20I%20%E2%80%93%20FINANCIAL%20INFORMATION) [Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) This section presents the unaudited consolidated financial statements, reflecting the company's business model transformation and the financial effects of the GCU sale and Orbis acquisition - On July 1, 2018, the company transitioned from a university operator to an educational services company by selling **Grand Canyon University** to GCU[22](index=22&type=chunk) - On January 22, 2019, the company acquired **Orbis Education Services, LLC** for **$361.2 million**, expanding services to 18 additional university partners[23](index=23&type=chunk)[29](index=29&type=chunk) [Consolidated Income Statements](index=4&type=section&id=Consolidated%20Income%20Statements) The consolidated income statements for the six months ended June 30, 2019, reflect the new service-based revenue model, with increased net income driven by interest income and a lower tax rate Consolidated Income Statement Highlights (in thousands) | Metric | Six Months Ended June 30, 2019 | Six Months Ended June 30, 2018 | Change | | :--- | :--- | :--- | :--- | | **Net Revenue** | $372,107 | $512,499 | -27.4% | | *Service Revenue* | *$372,107* | *$0* | N/A | | *University Related Revenue* | *$0* | *$512,499* | N/A | | **Operating Income** | $123,425 | $148,580 | -16.9% | | **Interest Income on Secured Note** | $28,217 | $0 | N/A | | **Net Income** | $124,355 | $119,719 | +3.9% | | **Diluted EPS** | $2.57 | $2.47 | +4.0% | [Consolidated Balance Sheets](index=6&type=section&id=Consolidated%20Balance%20Sheets) The consolidated balance sheets as of June 30, 2019, show increased total assets due to the Secured Note and Orbis acquisition, alongside a rise in total liabilities Consolidated Balance Sheet Highlights (in thousands) | Account | June 30, 2019 | December 31, 2018 | | :--- | :--- | :--- | | **Total Current Assets** | $108,717 | $309,466 | | **Secured Note Receivable** | $1,069,912 | $900,093 | | **Goodwill** | $160,871 | $2,941 | | **Amortizable Intangible Assets, net** | $206,415 | $0 | | **Total Assets** | **$1,677,522** | **$1,324,017** | | **Total Current Liabilities** | $113,266 | $80,518 | | **Total Liabilities** | **$349,715** | **$110,420** | | **Total Stockholders' Equity** | **$1,327,807** | **$1,213,597** | [Consolidated Statements of Cash Flows](index=10&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) For the first six months of 2019, operating cash flow increased, while investing activities used significant cash for the Orbis acquisition and GCU capital expenditures Cash Flow Summary - Six Months Ended June 30 (in thousands) | Cash Flow Activity | 2019 | 2018 | | :--- | :--- | :--- | | **Net cash provided by operating activities** | $189,335 | $143,662 | | **Net cash used in investing activities** | ($485,762) | ($67,435) | | **Net cash provided by (used in) financing activities** | $180,515 | ($14,728) | | **Net decrease in cash** | ($115,912) | ($26,376) | [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=37&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses financial performance, highlighting the operational shift post-GCU transaction and Orbis acquisition, and confirms strong liquidity for future operations - The company's results now reflect its role as a service/technology provider to **19 university partners**, a significant change from its pre-July 2018 operations[132](index=132&type=chunk)[133](index=133&type=chunk) - End-of-period enrollment at partner universities grew **11.4% year-over-year** to **90,906** as of June 30, 2019, driven by GCU and Orbis Education partners[134](index=134&type=chunk) - Management presents an adjusted **Non-GAAP net revenue** metric for comparability, calculating **60%** of prior year's university-related revenue[138](index=138&type=chunk) [Results of Operations](index=41&type=section&id=Results%20of%20Operations) Results of operations for Q2 2019 show comparable service fee revenue growth driven by the Orbis acquisition and GCU enrollments, alongside increased operating expenses Comparison of Q2 2019 vs Q2 2018 (in millions) | Metric | Q2 2019 | Q2 2018 (Comparable) | Change | | :--- | :--- | :--- | :--- | | **Service Revenue** | $174.8 | $142.1 (60% of Univ. Revenue) | +23.0% | | **Technology & Academic Services** | $22.5 | $10.7 | +111.0% | | **Counseling Services & Support** | $54.3 | $50.8 | +6.8% | | **Marketing & Communication** | $35.7 | $30.1 | +18.7% | | **Net Income** | $51.1 | $46.0 | +11.1% | - The **Orbis acquisition** introduced partnership agreements generating higher revenue per student due to increased service fee percentages and partner tuition rates[134](index=134&type=chunk)[139](index=139&type=chunk) - For the six months ended June 30, 2019, income tax expense decreased **17.5%** to **$25.6 million**, with the effective tax rate falling to **17.1%** due to a favorable state tax settlement[168](index=168&type=chunk) [Liquidity and Capital Resources](index=53&type=section&id=Liquidity%20and%20Capital%20Resources) The company maintains a strong liquidity position, supported by a new credit facility for the Orbis acquisition and a significant Secured Note from GCU - A new **$325 million credit facility**, comprising a **$243.8 million term loan** and **$81.3 million revolving credit facility**, partially funded the Orbis acquisition[174](index=174&type=chunk) - A **Secured Note** from GCU with an initial principal of **$870.1 million** bears **6.0% annual interest**, with an additional **$199.8 million** loaned for capital expenditures[175](index=175&type=chunk) - The Board authorized a **$175.0 million share repurchase program**, with **$77.8 million** remaining available as of June 30, 2019[177](index=177&type=chunk)[180](index=180&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=56&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company's primary market risk is interest rate fluctuations on variable rate debt, managed by an interest rate corridor, with no material impact from inflation or hypothetical rate changes - The company uses an **interest rate corridor** to manage **30-Day LIBOR** exposure on variable rate debt, hedging between **1.5%** and **3.0%** on a notional amount of **$56.7 million**[188](index=188&type=chunk) - Management believes inflation has not materially impacted results, and a **10%** change in interest rates would not materially affect future earnings, fair values, or cash flows[187](index=187&type=chunk)[190](index=190&type=chunk) [Controls and Procedures](index=56&type=section&id=Item%204.%20Controls%20and%20Procedures) Management, including the CEO and CFO, concluded that disclosure controls and procedures were effective as of June 30, 2019, with no material changes to internal control over financial reporting - The CEO and CFO concluded that disclosure controls and procedures are **effective** as of June 30, 2019[193](index=193&type=chunk) - No material changes in internal control over financial reporting were identified during the quarter[194](index=194&type=chunk) [PART II – OTHER INFORMATION](index=58&type=section&id=PART%20II%20%E2%80%93%20OTHER%20INFORMATION) [Legal Proceedings](index=58&type=section&id=Item%201.%20Legal%20Proceedings) The company reports no material legal proceedings for the period - None[195](index=195&type=chunk) [Risk Factors](index=58&type=section&id=Item%201A.%20Risk%20Factors) There have been no material changes to the risk factors disclosed in the Annual Report on Form 10-K for the year ended December 31, 2018 - No material changes to risk factors disclosed in the Annual Report on Form 10-K for the year ended December 31, 2018[196](index=196&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=58&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company reports no unregistered sales of equity securities and details share repurchases under its authorized program, with remaining availability Issuer Purchases of Equity Securities (Q2 2019) | Period | Total Shares Purchased | Average Price Paid Per Share | Approx. Value Remaining in Program | | :--- | :--- | :--- | :--- | | April 2019 | 0 | $— | $78,100,000 | | May 2019 | 3,000 | $113.52 | $77,800,000 | | June 2019 | 0 | $— | $77,800,000 | - The Board authorized a **$175.0 million** common stock repurchase program, expiring December 31, 2019[198](index=198&type=chunk) [Defaults Upon Senior Securities](index=59&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reports no defaults upon senior securities - None[200](index=200&type=chunk) [Mine Safety Disclosures](index=59&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company's business - None[201](index=201&type=chunk) [Other Information](index=59&type=section&id=Item%205.%20Other%20Information) The company reports no other information for the period - None[202](index=202&type=chunk) [Exhibits](index=59&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the Form 10-Q, including CEO and CFO certifications and XBRL interactive data files - Exhibits filed include CEO and CFO certifications and XBRL data files[204](index=204&type=chunk) [Signatures](index=61&type=section&id=SIGNATURES) - The report was signed on **August 6, 2019**, by **Daniel E. Bachus**, Chief Financial Officer[209](index=209&type=chunk)

Grand Canyon Education Inc. (NASDAQ:LOPE) Q1 2019 Earnings Conference Call May 7, 2019 4:30 PM ET Company Participants Brian Mueller - Chairman and CEO Daniel Bachus - Chief Financial Officer Conference Call Participants Peter Appert - Piper Jaffray Jeff Silber - BMO Capital Markets Nick Nikitas - Baird Operator Good day, ladies and gentlemen, and welcome to the First Quarter 2019 Grand Canyon Education Earnings Conference Call. At this time, all participants are in a listen-only mode. And later, we will co ...

PART I – FINANCIAL INFORMATION [Financial Statements](index=3&type=section&id=Item%201%20Financial%20Statements) For the three months ended March 31, 2019, the company reported service revenue of $197.3 million and net income of $73.2 million, reflecting a significant business model change from the prior year's university-related revenue of $275.7 million, with total assets increasing to $1.62 billion due to the Orbis Education acquisition [Nature of Business](index=9&type=section&id=1.%20Nature%20of%20Business) Grand Canyon Education (GCE) transitioned from owning a university to an education services company, expanding partnerships through the acquisition of Orbis Education Services - On July 1, 2018, GCE sold Grand Canyon University and transitioned into an educational services company providing support services to post-secondary institutions[20](index=20&type=chunk) - On January 22, 2019, GCE acquired Orbis Education Services for **$361.2 million** (net of cash acquired), expanding its services to 17 additional university partners focused on healthcare education[21](index=21&type=chunk) - Following the Transaction and Acquisition, GCE provides services to 18 university partners and no longer owns or operates an institution of higher education[22](index=22&type=chunk) [The Transaction](index=9&type=section&id=2.%20The%20Transaction) GCE sold Grand Canyon University assets to a non-profit entity, receiving an $870.1 million Secured Note and entering a long-term master services agreement for 60% of GCU's tuition and fee revenue - As consideration for the sale of university assets, GCE received a Secured Note from GCU with an initial principal of **$870.1 million**, a **6.0%** annual interest rate, and a maturity date of June 30, 2025[23](index=23&type=chunk) - GCE entered into a master services agreement to provide comprehensive support services to GCU in exchange for **60%** of GCU's tuition and fee revenue[23](index=23&type=chunk) [Acquisition](index=11&type=section&id=3.%20Acquisition) GCE acquired Orbis Education for approximately $361.2 million, resulting in significant intangible assets and goodwill, and contributing $17.5 million in revenue and $0.4 million in net income in Q1 2019 - GCE acquired Orbis Education on January 22, 2019, for **$361.2 million**, financed through a new credit agreement (**$191.0 million**) and operating cash (**$171.0 million**)[27](index=27&type=chunk) Orbis Education Purchase Price Allocation (in thousands) | Item | Amount | | :--- | :--- | | Total net asset or liability purchased and assumed | $217,690 | | Purchase price | $365,977 | | **Goodwill** | **$148,287** | | Intangible assets (primarily university partner relationships) | $210,280 | - From the acquisition date to March 31, 2019, Orbis Education contributed **$17,481 thousand** in revenue and **$380 thousand** in net income to GCE's consolidated results[32](index=32&type=chunk) [Summary of Significant Accounting Policies](index=13&type=section&id=4.%20Summary%20of%20Significant%20Accounting%20Policies) The company's accounting policies reflect its new business model, including recognizing service revenue over time, capitalizing content development costs, and adopting the new lease accounting standard - Service revenue commenced on July 1, 2018, and is generated from long-term (**7-15 years**) agreements with university partners, recognized over time as services are provided in exchange for a percentage of tuition and fee revenue[48](index=48&type=chunk)[49](index=49&type=chunk) - The company capitalizes costs to develop and create digital course content for university partners, amortizing these costs on a straight-line basis over the estimated course life, generally **four years**[53](index=53&type=chunk)[54](index=54&type=chunk) - On January 1, 2019, the company adopted the new lease standard (ASU 2016-02), which resulted in recognizing right-of-use (ROU) assets and lease liabilities on the balance sheet, with the Orbis acquisition adding **$13.1 million** in ROU assets and lease liabilities[68](index=68&type=chunk) [Notes Payable and Other Noncurrent Liabilities](index=26&type=section&id=11.%20Notes%20Payable%20and%20Other%20Noncurrent%20Liabilities) GCE entered into a new $325 million credit facility to finance the Orbis acquisition, resulting in total notes payable of $248.4 million as of March 31, 2019, with the company in compliance with all debt covenants - On January 22, 2019, GCE entered into a new **$325 million** credit facility, including a **$243.75 million** term loan and an **$81.25 million** revolver, to fund the Orbis acquisition and repay existing debt[85](index=85&type=chunk) Notes Payable as of March 31, 2019 (in thousands) | Description | Amount | | :--- | :--- | | Note payable (Term Loan) | $242,166 | | Revolving line of credit | $6,250 | | **Total** | **$248,416** | | Less: Current portion | $48,422 | | **Long-term portion** | **$199,994** | [Share-Based Compensation](index=28&type=section&id=13.%20Share-Based%20Compensation) In Q1 2019, GCE granted 149,000 shares of restricted common stock and recorded $2.6 million in share-based compensation expense under its 2017 Equity Incentive Plan - In Q1 2019, the company granted **149,000 shares** of restricted stock and recorded total share-based compensation expense of **$2.6 million**[93](index=93&type=chunk)[96](index=96&type=chunk) Restricted Stock Activity (Q1 2019) | (In thousands of shares) | Total Shares | | :--- | :--- | | Outstanding as of December 31, 2018 | 460 | | Granted | 149 | | Vested | (171) | | Forfeited, canceled or expired | (11) | | **Outstanding as of March 31, 2019** | **427** | [Treasury Stock](index=29&type=section&id=14.%20Treasury%20Stock) The company repurchased 108,000 shares for $10.0 million in Q1 2019 under its $175 million share repurchase program, with $78.1 million remaining available as of March 31, 2019 - During Q1 2019, the company repurchased **108,000 shares** for **$10.0 million** under its authorized plan[97](index=97&type=chunk) - As of March 31, 2019, **$78.1 million** was available for future repurchases under the current authorization, which expires on December 31, 2019[97](index=97&type=chunk) Consolidated Income Statement Highlights (Q1 2019 vs Q1 2018) | (In thousands, except per share data) | Three Months Ended March 31, 2019 | Three Months Ended March 31, 2018 | | :--- | :--- | :--- | | **Service revenue** | **$197,287** | $— | | University related revenue | $— | $275,681 | | **Net revenue** | **$197,287** | **$275,681** | | Operating income | $72,431 | $90,092 | | **Net income** | **$73,243** | **$73,681** | | Diluted income per share | $1.52 | $1.52 | Consolidated Balance Sheet Highlights | (In thousands) | March 31, 2019 (Unaudited) | December 31, 2018 | | :--- | :--- | :--- | | Cash and cash equivalents | $88,467 | $120,346 | | Secured Note receivable | $929,998 | $900,093 | | Goodwill | $151,228 | $2,941 | | **Total assets** | **$1,619,473** | **$1,324,017** | | Total liabilities | $346,600 | $110,420 | | **Total stockholders' equity** | **$1,272,873** | **$1,213,597** | Consolidated Cash Flow Highlights (Q1 2019 vs Q1 2018) | (In thousands) | Three Months Ended March 31, 2019 | Three Months Ended March 31, 2018 | | :--- | :--- | :--- | | Net cash provided by operating activities | $76,337 | $119,008 | | Net cash used in investing activities | ($340,852) | ($38,525) | | Net cash provided by (used in) financing activities | $171,269 | ($12,829) | [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=30&type=section&id=Item%202%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management attributes the Q1 2019 results to the successful transition to an education services provider and the acquisition of Orbis Education, driving service revenue growth and increased operating expenses to support expanded partnerships, while maintaining strong liquidity - The company transitioned from operating a university to a service provider model on July 1, 2018, and acquired Orbis Education on January 22, 2019, making direct year-over-year comparisons of reported revenue and expenses difficult[107](index=107&type=chunk)[108](index=108&type=chunk) - End-of-period enrollment across all university partners grew **11.3% year-over-year** to **101,679**, including a **7.6% increase at GCU** and the addition of **3,384 students** from Orbis-serviced programs[109](index=109&type=chunk) - On a comparable basis, service revenue grew **19.3% YoY**, driven by the Orbis acquisition and a **7.6% increase in GCU enrollments**, with Orbis partner agreements generating higher revenue per student[114](index=114&type=chunk) - The effective tax rate for Q1 2019 was **13.5%**, down from **18.8% in Q1 2018**, primarily due to a one-time favorable state tax settlement of **$5.9 million**[127](index=127&type=chunk) [Results of Operations](index=34&type=section&id=Results%20of%20Operations) In Q1 2019, service revenue was $197.3 million, with comparable growth of 19.3%, while operating expenses, particularly technology, academic, and marketing, increased significantly due to the Orbis acquisition, and interest expense rose due to new debt Operating Expense Changes (Q1 2019 vs Q1 2018) | Expense Category | Q1 2019 (in millions) | Q1 2018 (in millions) | % Change | | :--- | :--- | :--- | :--- | | Technology and academic services | $19.0 | $10.7 | +78.0% | | Counseling services and support | $53.1 | $50.7 | +4.6% | | Marketing and communication | $35.5 | $28.5 | +24.3% | | General and administrative | $11.5 | $7.4 | +54.9% | - Interest income of **$13.7 million** was generated from the Secured Note received from GCU[124](index=124&type=chunk) - Interest expense increased by **$2.3 million** to **$2.6 million**, primarily due to a **$190.1 million increase** in outstanding debt to finance the Orbis acquisition[125](index=125&type=chunk) [Liquidity and Capital Resources](index=39&type=section&id=Liquidity%20and%20Capital%20Resources) The company maintains strong liquidity with $102.7 million in unrestricted cash, having financed the Orbis acquisition through a combination of operating cash and a new $325 million credit facility, and expects to fund future capital expenditures from operations - Financed the **$361.2 million Orbis acquisition** with **$190.1 million** from an increased credit facility and **$171.1 million** of operating cash on hand[131](index=131&type=chunk) - Entered into an amended credit agreement for a **$325.0 million facility**, comprising a **$243.8 million term loan** and an **$81.3 million revolving credit facility**[132](index=132&type=chunk) Contractual Obligations (as of March 31, 2019, in millions) | Obligation | Total | Less than 1 Year | 2-3 Years | 4-5 Years | More than 5 Years | | :--- | :--- | :--- | :--- | :--- | :--- | | Long term notes payable | $248.4 | $48.4 | $96.8 | $103.2 | $0.0 | | Lease liabilities | $13.3 | $1.5 | $4.4 | $3.7 | $3.7 | | Purchase obligations | $11.0 | $7.3 | $3.5 | $0.2 | $0.0 | | **Total** | **$272.7** | **$57.2** | **$104.7** | **$107.1** | **$3.7** | [Quantitative and Qualitative Disclosures About Market Risk](index=32&type=section&id=Item%203%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company's primary market risk is interest rate risk on variable-rate debt, which is managed using an interest rate corridor instrument, and inflation is not considered to have a material impact - The company manages interest rate risk on its variable-rate debt using an interest rate corridor instrument with a notional amount of **$58.3 million**[145](index=145&type=chunk) - The interest rate corridor hedges risk by setting the company's rate at **1.5%** when the 30-Day LIBOR is between **1.5% and 3.0%**, and if LIBOR exceeds **3.0%**, the company pays the actual rate less **1.5%**[145](index=145&type=chunk) [Controls and Procedures](index=32&type=section&id=Item%204%20Controls%20and%20Procedures) Management concluded that the company's disclosure controls and procedures were effective as of March 31, 2019, with no material changes to internal control over financial reporting during the quarter - The CEO and CFO concluded that the company's disclosure controls and procedures were effective as of March 31, 2019[149](index=149&type=chunk) - No material changes to the internal control over financial reporting occurred during the first quarter of 2019[150](index=150&type=chunk) PART II – OTHER INFORMATION [Legal Proceedings](index=33&type=section&id=Item%201%20Legal%20Proceedings) The company reported no legal proceedings during the period - None[151](index=151&type=chunk) [Risk Factors](index=33&type=section&id=Item%201A%20Risk%20Factors) There have been no material changes to the risk factors previously disclosed in the company's Annual Report on Form 10-K for the year ended December 31, 2018 - No material changes to the risk factors disclosed in the Annual Report on Form 10-K for the year ended December 31, 2018[152](index=152&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=33&type=section&id=Item%202%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company repurchased 107,527 shares for approximately $10.0 million in Q1 2019 under its $175.0 million share repurchase program, with $78.1 million remaining available Share Repurchases in Q1 2019 | Period | Total Number of Shares Purchased | Average Price Paid Per Share | Total Purchased as Part of Program | Maximum Dollar Value Remaining | | :--- | :--- | :--- | :--- | :--- | | Jan 2019 | 82,500 | $93.03 | 82,500 | $80,400,000 | | Feb 2019 | 25,027 | $92.90 | 25,027 | $78,100,000 | | Mar 2019 | — | $— | — | $78,100,000 | | **Total** | **107,527** | **$93.00** | **107,527** | **$78,100,000** | - As of March 31, 2019, **$78.1 million** remains available under the share repurchase authorization, which expires December 31, 2019[154](index=154&type=chunk)