Grand Canyon Education(US:LOPE)2023-02-16 21:11Special Note Regarding Forward-Looking Statements Forward-Looking Statements This report contains numerous forward-looking statements regarding the company's future business, financial, and operational results, economic performance, and management's objectives and intentions, subject to risks that may cause actual results to differ materially - Forward-looking statements cover new projects, regulatory developments, financial condition, operating results, liquidity, business forecasts, future economic performance, and management's goals and intentions10 - Significant risk factors include the impact of pandemics/public health crises, termination of key university partner agreements, mismanagement of strategic initiatives, non-compliance with regulatory frameworks like Title IV of the Higher Education Act, challenges in student access to federal and state financial aid, reputational damage from negative publicity, changes in laws and accreditation standards, competition, tax issues, ability to recruit and train staff, university partner enrollment growth, seasonal revenue fluctuations, student retention, curriculum updates, marketing competition, technological advancements, managing future growth, natural disasters, and adverse economic conditions affecting student employment prospects1115 PART I Business Overview Grand Canyon Education, Inc. (GCE) provides comprehensive educational services to 27 university partners, including Grand Canyon University (GCU), focusing on technology, academic, consulting, marketing, and back-office support while addressing societal challenges in education - GCE is an education services company with 27 university partners as of December 31, 2022, with Grand Canyon University (GCU) being its most significant partner, serving approximately 108,600 students171820 - The company offers a comprehensive suite of services including technology and academic support (online course delivery, student records, LMS 'Halo', infrastructure, tech support, curriculum development, faculty training), consulting (admissions, financial aid, scheduling, labs, student advising, internship guidance), marketing (lead generation, digital strategies, branding, media planning, video production, data science, market research), and back-office services (finance, HR, audit, procurement)222425262829303133353639 - GCE is committed to social responsibility and human capital development, assisting university partners in reducing tuition and student debt, shortening program lengths, developing career-focused curricula, and improving student retention and completion rates, while also engaging in community activities and charitable contributions3738424345 - The company prioritizes diversity, with 68.8% of management and above and 79.8% of all employees identifying as women and other diverse individuals as of December 31, 2022, also offering employee learning and development and tuition benefits46474850515254 - GCE minimizes environmental impact through online education, energy-efficient facilities, water conservation, travel reduction, and recycling programs, with climate risks considered low and overseen by the Audit Committee53565758596061 - The company maintains a robust corporate governance framework, featuring an independent and diverse board, majority voting for directors, annual elections, performance evaluations, independent director sessions, stock ownership policies, independent key committees, no "poison pill" provision, strong cybersecurity controls, and a whistleblower hotline6263646669 - The education services market is highly competitive and fragmented, with key competitors including Pearson Online Learning Services, Wiley Education Services, and 2U, where competition hinges on reputation, partner quality, marketing efficiency, technology, service breadth, student support, program cost, and time to degree676870 - GCE's operations are extensively regulated by the U.S. Department of Education (ED), state postsecondary agencies, and accrediting bodies, requiring compliance with Title IV program regulations as a third-party service provider and being indirectly affected by university partners' regulatory adherence, covering areas like state authorization, professional licensure, accreditation, federal student aid programs, the 90/10 rule, student loan default rates, incentive compensation, borrower defense to repayment, substantial misrepresentation, and other standards that may restrict institutional expansion75767779818284858687889092939495969899100101102103104105106107108109110111113114115116117118119120121122124125126127128129130131132133134135136137138139140141142143144145146147148149150151152153154155156157158159160161162163164165166167168170171172173174175177178179 Risk Factors The company faces multiple risks including revenue dependence on GCU, regulatory compliance challenges, acquisition integration difficulties, marketing effectiveness, technological obsolescence, declining enrollment, increased competition, data privacy and cybersecurity vulnerabilities, and key talent loss - The company's revenue is highly dependent on its contractual relationship with GCU, where a decline in GCU's reputation, policy changes, contract termination, or poor program performance could significantly impact the company's revenue and financial results182183184 - Business risks include incentive compensation compliance issues, difficulties integrating future acquisitions, effectiveness of marketing and advertising in student recruitment, failure to keep pace with market demand and technological advancements, overall decline in higher education enrollment, intense competition, data collection and usage regulatory compliance and breach risks, FERPA compliance, and capacity limitations, interruptions, or security breaches in online computer networks and telephone systems187188189190191192193194195196198199200201202203204205206207208209210211 - Extensive regulation in the higher education sector poses risks, including non-compliance leading to penalties or loss of student aid, adverse impacts from Department of Education (ED) rulemaking, university partners failing Title IV recertification or accreditation, high student loan default rates, failure to meet ED's financial responsibility or administrative capability standards, violations of ED's substantial misrepresentation rules, improper calculation and timely return of Title IV funds, reduced federal Pell Grant funding, delays in regulatory approval for new programs, and potential compliance reviews, claims, or litigation from government agencies and third parties212213215216217218219221222223224225226227228229230231232233234235236238239240241242243244246247248 - Other risks include negative public perception from proposed legislation or congressional review, increased costs and operational difficulties from changing data privacy requirements, anti-takeover provisions in corporate documents and Delaware law, potential stock price decline from analyst coverage changes, impaired financial statement accuracy due to ineffective internal controls, and capital appreciation being the sole source of return due to no cash dividends249250251252253254255256257258259 - General risks include reliance on recruiting and retaining key personnel, reduced management efficiency and increased operating expenses from information system failures, and significant adverse impacts from natural or man-made disasters on business, financial condition, operating results, and prospects260261262263264 Unresolved Staff Comments As of the reporting period end, the company has no unresolved staff comments - The company has no unresolved staff comments265 Properties GCE owns an energy-efficient administrative building in Phoenix, Arizona, and leases 28 off-campus classroom and lab sites, with plans for continued expansion to support growth - GCE owns a 325,000 square foot four-story administrative building with parking at its Phoenix headquarters, built in 2016 with a focus on energy efficiency and minimal environmental impact through features like solar orientation, daylighting, water conservation (rainwater harvesting, low-flow fixtures, waterless urinals), low-VOC paints, recycled materials, LED lighting, and energy-efficient VRF mechanical systems266 - The company leases 28 off-campus classroom and lab sites and additional office locations in California, Colorado, and Indiana, with commitments to add more sites and plans for continued expansion in 2023 and beyond267 Legal Proceedings The company faces ordinary and routine litigation in the normal course of business, with management expecting no material adverse impact on financial condition or results - The company is subject to ordinary and routine litigation in the normal course of business, with management anticipating that the ultimate cost of resolving these matters will not materially adversely affect its financial condition, operating results, or cash flows268 Mine Safety Disclosures This item is not applicable to the company's operations - This item is not applicable269 PART II Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities GCE's common stock trades on Nasdaq under "LOPE," with approximately 165 registered shareholders, no current dividend plans, and ongoing stock repurchases totaling $1.6492 billion as of December 31, 2022 - GCE common stock trades on the Nasdaq Global Select Market under the symbol "LOPE," with approximately 165 registered shareholders as of December 31, 2022272273 - The company currently does not intend to pay cash dividends in the foreseeable future259274 - The Board of Directors has repeatedly increased the stock repurchase program authorization, reaching a cumulative authorized amount of $1.845 billion as of October 2022, valid through December 31, 2023277328 Stock Repurchase Program Overview | Indicator | Amount/Quantity | | :--- | :--- | | Cumulative Authorized Repurchase Amount | $1,845.0 Million | | Total Shares Repurchased as of Dec 31, 2022 | 21,572,283 Shares | | Cumulative Repurchase Cost as of Dec 31, 2022 | $1,649.2 Million | | Remaining Repurchase Authorization as of Dec 31, 2022 | $195.8 Million | | Shares Repurchased in 2022 | 6,794,693 Shares | | Repurchase Cost in 2022 | $599.6 Million | Q4 2022 Stock Repurchase Activity | Period | Total Number of Shares Purchased | Average Price Paid Per Share | Total Number of Shares Purchased as Part of Publicly Announced Program | Maximum Dollar Value of Shares That May Yet Be Purchased Under the Program | | :--- | :--- | :--- | :--- | :--- | | October 1, 2022 – October 31, 2022 | 271,382 | $84.53 | 271,382 | $200,900,000 | | November 1, 2022 – November 30, 2022 | — | $— | — | $200,900,000 | | December 1, 2022 – December 31, 2022 | 47,553 | $106.55 | 47,553 | $195,800,000 | | Total | 318,935 | $87.81 | 318,935 | $195,800,000 | Cumulative Total Return for GCE, S&P 500, and Peer Group (Dec 2017 - Dec 2022) | | 12/17 | 12/18 | 12/19 | 12/20 | 12/21 | 12/22 | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Grand Canyon Education, Inc. | 100.00 | 107.38 | 106.99 | 104.00 | 95.73 | 118.02 | | S&P 500 | 100.00 | 95.62 | 125.72 | 148.85 | 191.58 | 156.89 | | 2022 Peer Group | 100.00 | 104.68 | 96.97 | 121.11 | 97.10 | 89.87 | Reserved This item is reserved and contains no specific information Management's Discussion and Analysis of Financial Condition and Results of Operations GCE achieved 1.6% service revenue growth to $911.3 million in FY2022, driven by GCU ground enrollment, but net income declined 29.1% to $184.7 million due to reduced interest income and higher operating expenses, while maintaining sufficient liquidity despite cash reductions from share repurchases - GCE is a publicly traded education services company, providing services to 27 university partners as of December 31, 2022, with GCU being its most significant partner287288 - The company plans to continue increasing university partners and launching more programs, including healthcare, fully online, or hybrid options, with existing and new partners289 - Key accounting policies include revenue recognition (single performance obligation, variable consideration recognized over time), income taxes (deferred tax assets and liabilities, uncertain tax positions), capitalization of internally developed technology and content development, impairment assessment of long-lived assets, lease accounting (ROU assets and lease liabilities), business combination accounting, and evaluation of goodwill and amortizable intangible assets291292293294295387388389390393394395396397400401402403404405406407408409410411412413414416417418419422423424425426428429430 Comparison of Operating Results: 2022 vs 2021 | Indicator | 2022 (Million USD) | 2021 (Million USD) | Change (%) | | :--- | :--- | :--- | :--- | | Service Revenue | 911.3 | 896.6 | 1.6% | | Technology and Academic Services Expense | 150.5 | 132.1 | 13.9% | | Counseling Services and Support Expense | 273.3 | 249.2 | 9.7% | | Marketing and Communications Expense | 196.1 | 182.9 | 7.2% | | General and Administrative Expense | 45.5 | 41.8 | 8.8% | | Amortization of Intangible Assets | 8.4 | 8.4 | 0.0% | | Interest Income on Secured Note | — | 52.1 | -100.0% | | Interest Expense | — | 3.6 | -100.0% | | Interest on Investments and Other | 2.6 | 0.6 | 333.3% | | Income Tax Expense | 55.4 | 70.9 | -21.9% | | Net Income | 184.7 | 260.3 | -29.1% | | Basic Earnings Per Share | $5.75 | $5.94 | -3.2% | | Diluted Earnings Per Share | $5.73 | $5.92 | -3.2% | | Total Partner Enrollment | 112,955 | 112,554 | 0.4% | | GCU Online Enrollment | Decrease | Decrease | - | | GCU Ground Enrollment | 25,522 | 23,629 | 8.0% | | Number of Off-Campus Classroom and Lab Sites | 35 | 29 | 20.7% | - Service revenue experiences seasonal fluctuations primarily due to university partner enrollment changes, with lower revenue during summer (May to August) and higher revenue in the fall and first calendar quarter due to increased enrollments, resulting in lower operating margins in summer due to mostly fixed costs314315316 Liquidity and Capital Resources Overview | Indicator | Dec 31, 2022 (Thousand USD) | Dec 31, 2021 (Thousand USD) | Change (Thousand USD) | | :--- | :--- | :--- | :--- | | Cash, Cash Equivalents, and Investments | 181,704 | 600,941 | (419,237) | | Net Cash Provided by Operating Activities | 220,819 | 313,119 | (92,300) | | Net Cash from Investing Activities | (97,139) | 950,979 | (1,048,118) | | Net Cash Used in Financing Activities | (604,212) | (908,926) | 304,714 | | Capital Expenditures | 35,232 | 28,875 | 6,357 | | Stock Repurchases | 599,600 | 797,800 | (198,200) | - The company anticipates that cash flows from operations and existing liquidity, including cash and cash equivalents, will be sufficient to meet operational, capital expenditure, and working capital needs for the next 24 months, with planned annual capital expenditures of approximately $30 million to $35 million319322 - The company uses Adjusted EBITDA as a supplemental measure of operating performance and for compensation decisions, reflecting core operational performance by excluding non-core items such as interest expense, interest income, income tax expense, depreciation and amortization, donations in lieu of state income taxes, loss on disposal of fixed assets, reversal of credit loss allowance, stock-based compensation expense, and litigation/regulatory reserves336337338339342 Reconciliation of Net Income to Adjusted EBITDA | Indicator (Thousand USD) | 2022 | 2021 | | :--- | :--- | :--- | | Net Income | $184,675 | $260,344 | | Add: Interest Expense | 2 | 3,601 | | Less: Interest Income on Secured Note | — | (52,090) | | Less: Interest on Investments and Other | (2,621) | (610) | | Add: Income Tax Expense | 55,444 | 70,945 | | Add: Amortization of Intangible Assets | 8,419 | 8,419 | | Add: Depreciation and Amortization | 22,758 | 21,994 | | EBITDA | 268,677 | 312,603 | | Add: Donations in lieu of state income taxes | 5,000 | 5,000 | | Add: Loss on disposal of fixed assets | 1,249 | — | | Less: Reversal of credit loss allowance | — | (5,000) | | Add: Stock-based compensation expense | 12,642 | 11,526 | | Add: Litigation and regulatory reserves | 3,768 | 3,225 | | Adjusted EBITDA | $291,336 | $327,354 | Quantitative and Qualitative Disclosures about Market Risk As of December 31, 2022, the company holds no derivative financial instruments and manages interest rate risk by investing excess cash in short-term deposits, money market instruments, and municipal bonds, anticipating no material impact from a 10% interest rate fluctuation - As of December 31, 2022, the company had no derivative financial instruments or derivative commodity instruments346 - The company manages interest rate risk by investing excess funds in cash equivalents, BBB or higher rated municipal bonds, municipal mutual funds, and commercial paper, with interest rates tied to various market indices or individual bond coupon rates347 - The company believes that a 10% increase or decrease in interest rates as of December 31, 2022, would not have a material impact on its future earnings, fair values, or cash flows347 Consolidated Financial Statements and Supplementary Data This chapter presents GCE's consolidated financial statements for the year ended December 31, 2022, including balance sheets, income statements, comprehensive income statements, statements of shareholders' equity, and cash flow statements, along with detailed notes on accounting policies and financial items - This section includes KPMG LLP's report of independent registered public accounting firm, providing an unqualified opinion on the consolidated financial statements and the effectiveness of internal control over financial reporting as of December 31, 2022351352353354355356357358359360 Consolidated Balance Sheets (As of December 31, 2022 and 2021) | (Thousand USD) | Dec 31, 2022 | Dec 31, 2021 | | :--- | :--- | :--- | | Assets: | | | | Cash and cash equivalents | $120,409 | $600,941 | | Investments | 61,295 | — | | Accounts receivable, net | 77,413 | 70,063 | | Income tax receivable | 2,788 | 1,275 | | Other current assets | 11,368 | 8,766 | | Total current assets | 273,273 | 681,045 | | Property and equipment, net | 147,504 | 136,120 | | Operating lease right-of-use assets | 72,719 | 57,652 | | Amortizable intangible assets, net | 176,800 | 185,219 | | Goodwill | 160,766 | 160,766 | | Other assets | 1,687 | 1,943 | | Total assets | $832,749 | $1,222,745 | | Liabilities and Shareholders' Equity: | | | | Accounts payable | $20,006 | $24,306 | | Accrued compensation and benefits | 36,412 | 32,714 | | Accrued liabilities | 22,473 | 27,593 | | Income taxes payable | 12,167 | 5,895 | | Deferred revenue | — | 10 | | Current portion of operating lease liabilities | 8,648 | 7,426 | | Total current liabilities | 99,706 | 97,944 | | Deferred income taxes, noncurrent | 26,195 | 25,962 | | Other long-term liabilities | 436 | 37 | | Operating lease liabilities, less current portion | 68,793 | 53,755 | | Total liabilities | 195,130 | 177,698 | | Shareholders' Equity: | | | | Common stock | 538 | 536 | | Treasury stock | (1,711,423) | (1,107,211) | | Additional paid-in capital | 309,310 | 296,670 | | Accumulated other comprehensive loss | (533) | — | | Retained earnings | 2,039,727 | 1,855,052 | | Total shareholders' equity | 637,619 | 1,045,047 | | Total liabilities and shareholders' equity | $832,749 | $1,222,745 | Consolidated Statements of Income (For the Years Ended December 31, 2022, 2021, and 2020) | (Thousand USD, except per share data) | 2022 | 2021 | 2020 | | :--- | :--- | :--- | :--- | | Service revenue | $911,306 | $896,564 | $844,096 | | Costs and expenses: | | | | | Technology and academic services | 150,493 | 132,078 | 116,012 | | Counseling services and support | 273,313 | 249,179 | 234,534 | | Marketing and communications | 196,090 | 182,872 | 164,334 | | General and administrative | 45,491 | 41,826 | 43,360 | | Amortization of intangible assets | 8,419 | 8,419 | 8,419 | | Total costs and expenses | 673,806 | 614,374 | 566,659 | | Operating income | 237,500 | 282,190 | 277,437 | | Interest income on secured note | — | 52,090 | 59,190 | | Interest expense | (2) | (3,601) | (4,402) | | Interest on investments and other | 2,621 | 610 | 915 | | Income before income taxes | 240,119 | 331,289 | 333,140 | | Income tax expense | 55,444 | 70,945 | 75,944 | | Net income | $184,675 | $260,344 | $257,196 | | Earnings per share: | | | | | Basic earnings per share | $5.75 | $5.94 | $5.49 | | Diluted earnings per share | $5.73 | $5.92 | $5.45 | | Basic weighted-average common shares outstanding | 32,131 | 43,835 | 46,880 | | Diluted weighted-average common shares outstanding | 32,237 | 43,958 | 47,165 | Consolidated Statements of Cash Flows (For the Years Ended December 31, 2022, 2021, and 2020) | (Thousand USD) | 2022 | 2021 | 2020 | | :--- | :--- | :--- | :--- | | Cash flows from operating activities: | | | | | Net income | $184,675 | $260,344 | $257,196 | | Adjustments to reconcile net income | 38,855 | 42,130 | 43,592 | | Changes in assets and liabilities | (8,082) | 9,740 | 6,674 | | Net cash provided by operating activities | $220,819 | $313,119 | $308,823 | | Cash flows from investing activities: | | | | | Capital expenditures | (35,232) | (28,875) | (29,418) | | Additions to content development | (397) | (515) | (524) | | Funds provided to GCU | — | (190,000) | (75,000) | | GCU repayments | — | 1,159,912 | 75,000 | | Purchases of investments | (171,549) | (56,335) | — | | Proceeds from sales or maturities of investments | 110,039 | 66,792 | 10,591 | | Net cash from investing activities | $(97,139) | $950,979 | $(19,351) | | Cash flows from financing activities: | | | | | Principal payments on notes payable | — | (107,774) | (33,144) | | Repurchases of common stock and shares withheld for income taxes | (604,212) | (803,832) | (134,014) | | Net proceeds from exercise of stock options | — | 2,680 | 883 | | Net cash used in financing activities | $(604,212) | $(908,926) | $(166,275) | | Net (decrease) increase in cash, cash equivalents, and restricted cash | (480,532) | 355,172 | 123,197 | | Cash, cash equivalents, and restricted cash at beginning of period | 600,941 | 245,769 | 122,572 | | Cash, cash equivalents, and restricted cash at end of period | $120,409 | $600,941 | $245,769 | Changes in and Disagreements With Accountants on Accounting and Financial Disclosure The company reported no changes in accountants or disagreements with them regarding accounting and financial disclosures during the reporting period - The company has had no changes in accountants nor disagreements with them on accounting and financial disclosure478 Controls and Procedures GCE maintains effective disclosure controls and procedures and internal controls over financial reporting, as assessed by management and affirmed by KPMG LLP, with no significant changes during the reporting period - The company maintains disclosure controls and procedures designed to ensure that information required for reports filed under the Exchange Act is recorded, processed, summarized, and reported on a timely basis479 - Management assessed that the company's disclosure controls and procedures were effective as of December 31, 2022480 - Management is responsible for establishing and maintaining effective internal control over financial reporting and assessed its effectiveness, concluding that the company's internal control over financial reporting was effective as of December 31, 2022482486 - KPMG LLP audited the effectiveness of the company's internal control over financial reporting as of December 31, 2022, and issued an unqualified opinion487489 - There were no material changes in the company's internal control over financial reporting during the quarter ended December 31, 2022496 Other Information The company has a securities trading policy allowing directors, officers, and employees to establish Rule 10b5-1 trading plans, with future disclosures expected for those establishing or terminating such plans - The company has a securities trading policy that permits directors, officers, employees, and others to adopt trading plans under Rule 10b5-1497 - The company expects to disclose the names of officers and directors who establish or terminate Rule 10b5-1 trading plans in future quarterly and annual reports498 PART III Directors, Executive Officers and Corporate Governance Information on directors, executive officers, and corporate governance is incorporated by reference from the 2023 Proxy Statement, with all employees required to adhere to the Code of Business Conduct and Ethics - Information for this item is disclosed by reference to the "Corporate Governance and Board Matters" and "Proposal 1: Election of Directors" sections of the company's 2023 Proxy Statement500 - All employees, including the Chief Executive Officer, Chief Financial Officer, and Chief Accounting Officer, are required to comply with the Code of Business Conduct and Ethics, which is available on the company's website under "Investor Relations/Corporate Governance"501 - The charters for the Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee are also available on the company's website under "Investor Relations/Corporate Governance"502 Executive Compensation Information regarding executive compensation is incorporated by reference from the company's 2023 Proxy Statement - Information for this item is disclosed by reference to the "Executive Compensation" section of the company's 2023 Proxy Statement503 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Information on security ownership of certain beneficial owners and management is incorporated by reference from the 2023 Proxy Statement - Information for this item is disclosed by reference to the "Executive Compensation" and "Beneficial Ownership of Common Stock" sections of the company's 2023 Proxy Statement504 Certain Relationships and Related Transactions, and Director Independence Information on certain relationships, related party transactions, and director independence is incorporated by reference from the 2023 Proxy Statement - Information for this item is disclosed by reference to the "Corporate Governance and Board Matters—Director Independence" and "Certain Relationships and Related Party Transactions" sections of the company's 2023 Proxy Statement505 Principal Accounting Fees and Services Information regarding principal accounting fees and services is incorporated by reference from the 2023 Proxy Statement - Information for this item is disclosed by reference to the "Ratification of Independent Registered Public Accounting Firm—Fees" section of the company's 2023 Proxy Statement506 PART IV Exhibits and Consolidated Financial Statement Schedules This section lists exhibits and consolidated financial statement schedules filed as part of the annual report, including the independent auditor's report, financial statements, and various other documents and certifications - This section includes the consolidated financial statements filed as part of the annual report, comprising the report of independent registered public accounting firm, consolidated balance sheets, consolidated statements of income, consolidated statements of comprehensive income, consolidated statements of shareholders' equity, consolidated statements of cash flows, and notes to consolidated financial statements508 - Schedules have been omitted because they are not required or the information is included in the consolidated financial statements and notes thereto508 - Exhibits include asset purchase agreements, merger agreements, articles of incorporation, specimen stock certificates, common stock descriptions, equity incentive plans, executive employment agreements, director and officer indemnification agreements, credit agreements, master services agreements, a list of subsidiaries, and CEO and CFO certifications508509510513 Signatures This annual report was duly signed on February 16, 2023, by Grand Canyon Education, Inc.'s Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer, and various directors - This annual report has been duly signed on behalf of Grand Canyon Education, Inc. by its Chief Executive Officer, Brian E. Mueller515516 - The report was signed by the Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer, and various directors on February 16, 2023517518