The following discussion and analysis of our financial condition and results of
operations should be read in conjunction with the financial statements and
related notes that appear elsewhere in this report.
Forward-Looking Statements
This Quarterly Report on Form 10-Q, including Item 2, Management's Discussion
and Analysis of Financial Condition and Results of Operations, contains certain
"forward-looking statements" within the meaning of Section 27A of Securities Act
of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"). These forward-looking statements include, without
limitation: statements regarding proposed new programs; statements as to whether
regulatory developments or other matters may or may not have a material adverse
effect on our financial position, results of operations, or liquidity;
statements concerning projections, predictions, expectations, estimates, or
forecasts as to our business, financial and operational results, and future
economic performance; and statements of management's goals and objectives and
other similar expressions concerning matters that are not historical facts.
Words such as "may," "should," "could," "would," "predicts," "potential,"
"continue," "expects," "anticipates," "future," "intends," "plans," "believes,"
"estimates" and similar expressions, the negative of these expressions, as well
as statements in future tense, identify forward-looking statements. You can also
identify forward-looking statements by discussions of strategy, plans or
intentions of management.
Forward-looking statements should not be read as a guarantee of future
performance or results and will not necessarily be accurate indications of the
times at, or by, which such performance or results will be achieved.
Forward-looking statements are based on information available at the time those
statements are made or management's good faith belief as of that time with
respect to future events, and are subject to risks and uncertainties that could
cause actual performance or results to differ materially from those expressed in
or suggested by the forward-looking statements. Currently, one of the most
significant factors that could cause actual outcomes to differ materially from
our forward-looking statements is the continuing potential adverse effects of
the COVID-19 pandemic, and federal, state and/or local regulatory guidelines and
private business actions to control it, on the global economy and the financial
markets, the higher education industry in which we operate, our university
partners, and, ultimately, on our financial condition, operating results and
cash flows. The extent to which the COVID-19 pandemic will continue to impact us
and our university partners will depend on future developments, including the
scope, severity and duration of the pandemic, and the resulting economic impacts
and potential changes in behavior, among others, all of which are highly
uncertain and cannot be predicted with confidence. Important factors that could
cause such differences, and which may be further heightened by the COVID-19
pandemic, include, but are not limited to:
the harm to our business, results of operations, and financial condition, and
? harm to our university partners resulting from epidemics, pandemics, including
the COVID-19 outbreak, or public health crises;
? the occurrence of any event, change or other circumstance that could give rise
to the termination of any of the key university partner agreements;
our ability to properly manage risks and challenges associated with strategic
initiatives, including potential acquisitions or divestitures of, or
? investments in, new businesses, acquisitions of new properties and new
university partners, and expansion of services provided to our existing
university partners;
our failure to comply with the extensive regulatory framework applicable to us
either directly as a third-party service provider or indirectly through our
? university partners, including Title IV of the Higher Education Act and the
regulations thereunder, state laws and regulatory requirements, and accrediting
commission requirements;
? the ability of our university partners' students to obtain federal Title IV
funds, state financial aid, and private financing;
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potential damage to our reputation or other adverse effects as a result of
? negative publicity in the media, in the industry or in connection with
governmental reports or investigations or otherwise, affecting us or other
companies in the education services sector;
risks associated with changes in applicable federal and state laws and
? regulations and accrediting commission standards, including pending rulemaking
by the Department of Education applicable to us directly or indirectly through
our university partners;
competition from other education service companies in our geographic region and
? market sector, including competition for students, qualified executives and
other personnel;
? our expected tax payments and tax rate;
? our ability to hire and train new, and develop and train existing, employees;
? the pace of growth of our university partners' enrollment and its effect on the
pace of our own growth;
? fluctuations in our revenues due to seasonality;
? our ability to, on behalf of our university partners, convert prospective
students to enrolled students and to retain active students to graduation;
our success in updating and expanding the content of existing programs and
? developing new programs in a cost-effective manner or on a timely basis for our
university partners;
? risks associated with the competitive environment for marketing the programs of
our university partners;
? failure on our part to keep up with advances in technology that could enhance
the experience for our university partners' students;
the extent to which obligations under our credit agreement, including the need
? to comply with restrictive and financial covenants and to pay principal and
interest payments, limits our ability to conduct our operations or seek new
business opportunities;
? our ability to manage future growth effectively;
? the impact of any natural disasters or public health emergencies; and
? general adverse economic conditions or other developments that affect the job
prospects of our university partners' students.
Additional factors that could cause actual results to differ from those
discussed in the forward-looking statements include, but are not limited to,
those described in this "Management's Discussion and Analysis of Financial
Condition and Results of Operations" and in "Risk Factors" in Part I, Item 1A of
our Annual Report on Form 10-K (the "2020 Form 10-K") for the fiscal year ended
December 31, 2020, as updated in our subsequent reports filed with the
Securities and Exchange Commission ("SEC"), including any updates found in
Part II, Item 1A of this Quarterly Report on Form 10-Q or our other reports on
Form 10-Q. You should not put undue reliance on any forward-looking statements.
Forward-looking statements speak only as of the date the statements are made and
we assume no obligation to update forward-looking statements to reflect actual
results, changes in assumptions, or changes in other factors affecting
forward-looking information, except to the extent required by applicable
securities laws. If we do update one or more forward-looking statements, no
inference should be drawn that we will make additional updates with respect to
those or other forward-looking statements.
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Explanatory Note
Grand Canyon Education, Inc. (together with its subsidiaries, the "Company" or
"GCE") is a publicly traded education services company dedicated to serving
colleges and universities. GCE has developed significant technological
solutions, infrastructure and operational processes to provide services to these
institutions on a large scale. GCE's most significant university partner is
Grand Canyon University ("GCU"), a comprehensive regionally accredited
university that offers graduate and undergraduate degree programs, emphases and
certificates across nine colleges both online and on ground at its campus in
Phoenix, Arizona, and at two off-campus classroom and laboratory sites.
In January 2019, GCE began providing education services to numerous university
partners across the United States, through our wholly owned subsidiary, Orbis
Education, which we acquired on January 22, 2019. In the healthcare field, GCE,
together with Orbis Education, works in partnership with a growing number of top
universities and healthcare networks across the country, offering
healthcare-related academic programs at off-campus classroom and laboratory
sites located near healthcare providers and developing high-quality,
career-ready graduates who enter the workforce ready to meet the demands of the
healthcare industry. As of March 31, 2021, GCE provides education services to 26
university partners across the United States.
We plan to continue to add additional university partners and will roll out
additional programs with both our existing partners and with new partners. We
may engage with both new and existing university partners to offer healthcare
programs, online only or hybrid programs, or, as is the case for our most
significant partner, GCU, both healthcare and other programs. Therefore, we will
refer to all university partners as "GCE partners" or "our partners" and will no
longer differentiate between partners of GCE and partners of Orbis Education; we
will, however, continue to disclose significant information for GCU, such as
enrollments, due to its size in comparison to our other university partners.
SIGNIFICANT DEVELOPMENTS
Impact of COVID-19
In March 2020, the World Health Organization declared the COVID-19 outbreak to
be a global pandemic. This contagious outbreak, which has continued to spread,
and the related adverse public health developments, including orders to
shelter-in-place, travel restrictions and mandated non-essential business
closures, have adversely affected workforces, organizations, customers,
economies and financial markets globally, leading to an economic downturn and
increased market volatility. It has also disrupted the normal operations of many
businesses, including ours, and that of our university partners.
GCE has a long-term master services agreement with GCU (the "Master Services
Agreement") pursuant to which GCE provides education services to GCU in return
for 60% of GCU's tuition and fee revenues, which includes fee revenues from
room, board, and other ancillary businesses including a student-run golf course
and hotel. GCU has four types of students: traditional ground university
students, who attend class on its campus in Phoenix, Arizona and of which
approximately 70% have historically lived on campus in university owned
residence halls; professional studies students, who are working adult students
who attend class one night a week on the Phoenix campus; online students who
attend class fully online; and students who are studying in hybrid programs in
which the ground component takes place at off-campus classroom and laboratory
sites.
The COVID-19 outbreak, as well as measures taken to contain its spread, has
impacted GCU's students and its business in a number of ways. Beginning in March
2020, GCU's programs for its professional studies students and its traditional
ground university students were immediately converted to an online learning
environment and residential students were strongly encouraged to move off
campus. Summer 2020 semester classes were moved to an online environment as well
and most students were given the choice of attending the Fall semester in person
or completely online. Given GCE's historical experience delivering online
education services and the fact that all of GCU's students and faculty use the
university's online learning management system for at least some of the
coursework, the transition has been seamless and thus, the university has not
incurred a significant decrease in tuition revenue or significant increase in
costs associated with this transition. The following impacts from the COVID-19
pandemic, however, did
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serve to reduce GCU's non-tuition revenue during 2020 and the Spring semester of
2021 and, consequently, the service revenues we earned under the Master Services
Agreement:
Traditional ground university students who elected to move off campus near the
? end of the Spring 2020 semester received partial refunds for dormitory and meal
payments, which reduced GCU's revenue and thus the service revenues earned by
GCE in the last nine days of March 2020 and the month of April 2020;
Ancillary businesses operated by GCU such as its hotel and merchandise shops
were closed in late March 2020. Most of these businesses re-opened with scaled
? back operations in mid-September 2020, which reduced and will continue to
reduce GCU's revenues and thus the service revenues earned by GCE until these
businesses are fully reopened;
Limited residential students remained on campus during the Summer 2020
? semester, which reduced GCU's dormitory and ancillary revenues and thus the
service revenues earned by GCE;
GCU's doctoral students are required to attend two residencies on the
university's campus and at its hotel in Phoenix, Arizona as part of their
dissertation. On an annual basis approximately 3,000 learners attend the
week-long residency, most of whom have historically attended in the Summer.
Most of the residencies which were scheduled for the last week of March 2020
? through the end of July 2020 were cancelled. The doctoral residencies scheduled
for August 2020 through December 2020 were held at another location with lower
than normal attendance. In the first quarter of 2021, doctoral residencies
returned to the university's campus and its hotel, although at lower than
normal attendance. This has reduced and will continue to reduce GCU's revenues
including at its hotel, and thus reduced service revenues earned by GCE until
residencies return to normal attendance;
GCU shifted its start date for the Fall semester for its traditional ground
students from August 24, 2020 to September 8, 2020, which had the effect of
? moving tuition revenue for all GCU traditional students and certain ancillary
revenue for residential students, from the third quarter of 2020 to the fourth
quarter of 2020;
GCU shifted its move-in date for its residential students to the week of
September 21, 2020, which reduced housing revenue and certain ancillary revenue
for residential students by three weeks. In addition, approximately 4,900 of
? GCU's traditional campus students elected to attend the Fall semester entirely
in the online modality. Residential enrollment for the Fall of 2020 was
approximately 11,500 whereas residential bed capacity is approximately 14,500.
This reduction in residential students caused a reduction in GCU's revenue and
thus the service revenues earned by GCE; and
The first week of the Spring 2021 semester was completed in an online modality
for GCU's traditional students to provide greater flexibility for students
returning to campus after the holidays. Face-to-face instruction for the
semester commenced on January 11, 2021 and ended April 1, 2021 for
? approximately 80% of classes, followed by two weeks of online instruction.
Approximately 3,500 traditional ground students elected to complete the Spring
semester entirely in the online modality. These changes had the effect of
reducing GCU's dormitory and ancillary revenues in the Spring of 2021 and thus
the service revenues earned by GCE.
GCU anticipates a higher number of residential students will remain on campus
during the Summer semester of 2021 than in 2020 and that ancillary businesses
operated by GCU such as its hotel and merchandise shops will be open. However,
GCU anticipates that the revenue earned in dormitory and ancillary revenues will
remain below pre-COVID levels and thus the service revenues earned by GCE will
continue to be impacted.
The changes described above at GCU have impacted or will impact GCE's service
revenue under the Master Services Agreement. In addition, due to the limited
operating expenses that we incur to deliver those services, there has been or
will be a direct reduction in our operating profit and operating margin.
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GCE also has long-term services agreements with numerous other university
partners across the United States. The majority of these other university
partners' students are studying in the Accelerated Bachelor of Science in
Nursing program which is offered in a 12-16 month format in three or four
academic semesters. The Spring, Summer and Fall 2020 semesters were completed
without interruption and each university partner has started its Spring 2021
semester. Some students who were scheduled to start their program in the Summer
2020 semester delayed their start until the Fall 2020 semester, which resulted
in lower enrollments and revenues in the Summer 2020 semester than was planned.
In a number of locations, the demand to start in the Fall 2020 semester was
greater than initially planned but a number of our university or healthcare
partners chose not to increase the Fall 2020 cohort size to compensate for the
Summer 2020 start shortfall due to concerns about clinical availability. The
Fall 2020 enrollment was only slightly lower than our original expectations as
the Summer 2020 new start shortfall was offset by higher retention rates and
slightly higher than expected Fall 2020 new starts.
No changes are currently anticipated with our other university partners related
to the Summer 2021 semester that would have an impact on GCE's service revenue,
operating profit and operating margins. However, if one of our university
partners closes an off-campus classroom and laboratory site prior to the end of
the Summer 2021 semester, such an event would reduce the service revenues earned
by GCE.
The COVID-19 outbreak also presents operational challenges to GCE as
approximately 90% of our workforce is currently working remotely and is expected
to continue doing so for the foreseeable future. This degree of remote working
could increase risks in the areas of internal control, cyber security and the
use of remote technology, and thereby result in interruptions or disruptions in
normal operational processes.
It is not possible for us to completely predict the duration or magnitude of the
adverse results of the COVID-19 pandemic and its effects on our business,
results of operations or financial condition at this time, but such effects may
be material in future quarters.
We estimate that the reduction in service revenue attributable to reduced
tuition, fees and ancillary revenues of our university partners resulting from
COVID-19 will be $1.2 million in the second quarter of 2021 with a comparable
reduction in operating profit.
Critical Accounting Policies and Use of Estimates
Our critical accounting policies are disclosed in the 2020 Form 10-K for the
fiscal year ended December 31, 2020. During the three months ended March 31,
2021, there have been no significant changes in our critical accounting
policies.
Results of Operations
The following table sets forth certain income statement data as a percentage of
net revenue for each of the periods indicated. Amortization of intangible assets
has been excluded from the table below:
Three Months Ended
March 31,
2021 2020
Costs and expenses
Technology and academic services 13.5 % 11.9 %
Counseling services and support 25.8 27.2
Marketing and communication 20.1 19.3
General and administrative 4.0 4.3
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Three Months Ended March 31, 2021 Compared to Three Months Ended March 31, 2020
Service revenue. Our service revenue for the three months ended March 31, 2021
was $236.9 million, an increase of $15.2 million, or 6.9%, as compared to
service revenue of $221.7 million for the three months ended March 31, 2020. The
increase year over year in service revenue was primarily due to an increase in
university partner enrollments between years of 7.2% partially offset by a
decrease in revenue per student year over year. Partner enrollments totaled
115,390 at March 31, 2021 as compared to 107,591 at March 31, 2020. Enrollments
at GCU grew to 111,055 at March 31, 2021, an increase of 7.2% over enrollments
at March 31, 2020, while enrollments at our other university partners were
4,335, an increase of 8.4% over enrollments at March 31, 2020. The decrease in
revenue per student is primarily due to the service revenue impact of the lower
room, board, fee and ancillary revenues at GCU in 2021 and 2020 caused by
COVID-19 (see - Impact of COVID-19 above). In addition, we generated slightly
more revenues in 2020 as compared to the same period in 2021 due to 2020 being a
Leap Year and thus providing an extra day of revenue in 2020 as compared to 2021
and we did not renew a contract with a university partner with two sites in the
first quarter of 2021. This was partially offset by the fact that our services
agreements with our other university partners generally generate a higher
revenue per student than our agreement with GCU, as these agreements generally
provide us with a higher revenue share percentage, the partners have higher
tuition rates than GCU and the majority of their students are studying in the
Accelerated Bachelor of Science in Nursing program so these students take more
credits on average per semester. Additionally, we opened seven new off-campus
classroom and laboratory sites in the second half of 2020 and one new site in
the Spring of 2021. The eight new off-campus classroom and laboratory sites
opened in the past twelve months, partially offset by the non-renewal of the
contract with a university partner with two sites in the first quarter of 2021
increased the total number of these sites to 29 as compared to 23 at March 31,
2020.
Technology and academic services. Our technology and academic services expenses
for the three months ended March 31, 2021 were $32.1 million, an increase of
$5.8 million, or 22.0%, as compared to technology and academic services expenses
of $26.3 million for the three months ended March 31, 2020. This increase was
primarily due to increases in employee compensation and related expenses
including share-based compensation, in occupancy and depreciation including
lease expenses, and in technology and academic supply costs of $4.3 million,
$1.4 million and $0.1 million, respectively. These increases were primarily due
to increased headcount to support our 26 university partners, and their
increased enrollment growth, tenure-based salary adjustments, an increase in
benefit costs and the increased number of off-campus classroom and laboratory
sites year over year. Our technology and academic services expenses as
a percentage of net revenue increased 1.6% to 13.5% for the three months ended
March 31, 2021, from 11.9% for the three months ended March 31, 2020 primarily
due to the partnership agreements that have off-campus classroom and laboratory
sites requiring a higher level of technology and academic services than our
agreement with GCU and due to the revenue impacts caused by COVID-19 as we incur
limited operating expenses to deliver those services. GCE has 29 off-campus
classroom and laboratory sites open as of March 31, 2021 as compared to the 23
sites that were open as of March 31, 2020. Additionally, in the first quarter of
2021 we are incurring costs for five more locations that we anticipate will open
in the last nine months of 2021.
Counseling services and support. Our counseling services and support expenses
for the three months ended March 31, 2021 were $61.2 million, an increase of
$1.0 million, or 1.7%, as compared to counseling services and support expenses
of $60.2 million for the three months ended March 31, 2020. This increase was
primarily attributable to increases in employee compensation and related
expenses including share-based compensation of $2.8 million, partially offset by
a decrease in other counseling services and support expenses of $1.8 million.
The increases in employee compensation and related expenses were primarily due
to increased headcount to support our university partners, and their increased
enrollment growth, tenure-based salary adjustments, an increase in benefit costs
and the increased number of off-campus classroom and laboratory sites open year
over year. The decrease in other counseling services and support expenses is
primarily the result of decreased travel costs to service our 26 university
partners. All non-essential travel ceased when the COVID-19 national emergency
was announced in mid-March 2020 and only a small amount of travel has occurred
subsequent to that date. Our counseling services and support expenses as
a percentage of net revenue decreased 1.4% to 25.8% for the three months ended
March 31, 2021, from 27.2% for the three months ended March 31, 2020 primarily
due to the reduced travel and other costs and our ability to leverage our other
counseling services and support expense across an increasing revenue base
partially offset by the revenue impacts caused by COVID-19 in 2020 as we incur
limited operating expenses to deliver those services.
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Marketing and communication. Our marketing and communication expenses for the
three months ended March 31, 2021 were $47.7 million, an increase of $5.0
million, or 11.8%, as compared to marketing and communication expenses of $42.7
million for the three months ended March 31, 2020. This increase was primarily
attributable to the increased cost to market our university partners' programs
and due to the marketing of new university partners and new locations which
resulted in increased advertising of $4.7 million, increased employee
compensation and related expenses including share-based compensation of $0.1
million and increased other communications expenses of $0.1 million. Our
marketing and communication expenses as a percentage of net revenue increased by
0.8% to 20.1% for the three months ended March 31, 2021, from 19.3% for the
three months ended March 31, 2020, primarily due to the increase in the number
of new off-campus classroom and laboratory sites opened in the second half of
2020 and planned for opening in the first half of 2021 as compared to those
opened in the same period in the prior year and due to the revenue impacts
caused by COVID-19 as we incur limited operating expenses to deliver those
services.
General and administrative. Our general and administrative expenses for both the
three months ended March 31, 2021 and 2020 were $9.6 million as a $0.6 million
increase in legal, audit and other professional fees was offset by a decrease in
employee compensation and related expenses including share-based compensation of
$0.3 million and a decrease in other general and administrative expenses of $0.3
million. The decrease in employee compensation and related expenses is primarily
related to lower headcount at our office in Indiana as we have transitioned a
number of back office functions to Arizona. Our decrease in other general and
administrative expenses is primarily related to reduced travel costs. Our
general and administrative expenses as a percentage of net revenue decreased by
0.3% to 4.0% for the three months ended March 31, 2021, from 4.3% for the
three months ended March 31, 2020 due to the cost savings realized by
consolidating certain back office functions, reduced travel costs and our
ability to leverage our other general and administrative expenses across an
increasing revenue base partially offset by the revenue impacts caused by
COVID-19 as we incur limited operating expenses to deliver those services.
Amortization of intangible assets. Amortization of intangible assets for the
three months ended March 31, 2021 and 2020 were $2.1 million for both periods.
As a result of the acquisition of our wholly owned subsidiary, Orbis Education,
certain identifiable intangible assets were created (primarily customer
relationships) that will be amortized over their expected lives.
Interest income on Secured Note. Interest income on the secured note from GCU in
the initial principal amount of $870.1 million (the "Secured Note") for the
three months ended March 31, 2021 was $14.5 million, a decrease of $0.2 million,
or 1.1%, as compared to $14.7 million for the three months ended March 31, 2020.
The Secured Note bears interest at 6% annually, and GCU makes monthly interest
payments. The decrease over the prior year was primarily due to 2020 being a
Leap Year with one additional day of interest.
Interest expense. Interest expense was $0.8 million for the three months ended
March 31, 2021, a decrease of $0.7 million, as compared to interest expense of
$1.5 million for the three months ended March 31, 2020. The decrease in interest
expense was primarily due to a decline in the average credit facility
outstanding balance between periods due to paydowns of the credit facility
during the past twelve months and an average interest rate reduction of
approximately 155 basis points from the first quarter of 2020 to the first
quarter of 2021 partially offset by 2020 being a Leap Year with one additional
day of interest.
Investment interest and other. Investment interest and other for the
three months ended March 31, 2021 was $0.1 million, a decrease of $0.1 million,
as compared to $0.2 million in the three months ended March 31, 2020. This
decrease was primarily attributable to a decline in interest income on excess
cash due to lower interest rates.
Income tax expense. Income tax expense for the three months ended March 31, 2021
was $20.0 million, a decrease of $2.8 million, or 12.3%, as compared to income
tax expense of $22.8 million for the three months ended March 31, 2020. This
decrease was the result of a decrease in our effective tax rate between periods
partially offset by higher taxable income. Our effective tax rate was 20.4%
during the first quarter of 2021 compared to 24.2% during the first quarter of
2020. In the first quarter of 2021, the effective tax rate was impacted by an
increase in excess tax benefits, which increased to $4.4 million in the first
quarter of 2021 as compared to $0.6 million in the same period in 2020 due to a
higher stock price and higher stock option exercises in the first quarter of
2021. The inclusion of excess tax benefits and deficiencies as a component of
our income tax expense will increase volatility within our provision for
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income taxes as the amount of excess tax benefits or deficiencies from
share-based compensation awards are dependent on our stock price at the date the
restricted awards vest, our stock price on the date an option is exercised, and
the quantity of options exercised. Our restricted stock vests in March each year
so the favorable benefit will primarily impact the first quarter each year.
Net income. Our net income for the three months ended March 31, 2021 was $78.1
million, an increase of $6.7 million, or 9.4%, as compared to $71.4 million for
the three months ended March 31, 2020, due to the factors discussed above.
Seasonality
Our net revenue and operating results normally fluctuate as a result of seasonal
variations in our business, principally due to changes in our university
partners' enrollment. Our partners' enrollment varies as a result of new
enrollments, graduations, and student attrition. Revenues in the summer months
(May through August) are lower primarily due to the majority of GCU's
traditional ground university students not attending courses during the
summer months, which affects our results for our second and third fiscal
quarters. Since a significant amount of our costs are fixed, the lower revenue
resulting from the decreased summer enrollment has historically contributed to
lower operating margins during those periods. Partially offsetting this summer
effect has been the sequential quarterly increase in enrollments that has
occurred as a result of the traditional fall school start. This increase in
enrollments also has occurred in the first quarter, corresponding to
calendar year matriculation. Thus, we experience higher net revenue in the
fourth quarter due to its overlap with the semester encompassing the traditional
fall school start and in the first quarter due to its overlap with the first
semester of the calendar year. A portion of our expenses do not vary
proportionately with these fluctuations in service revenue, resulting in higher
operating income in the first and fourth quarters relative to other quarters. We
expect quarterly fluctuation in operating results to continue as a result of
these seasonal patterns.
Liquidity and Capital Resources
Liquidity. Our unrestricted cash and cash equivalents and investments were
$262.3 million at March 31, 2021. Our credit facility had an available line of
credit of $150.0 million as of March 31, 2021.
Based on our current level of operations and anticipated growth, we believe that
our cash flow from operations and other sources of liquidity, including cash and
cash equivalents and our revolving line of credit, will provide adequate funds
for ongoing operations, planned capital expenditures, and working capital
requirements for at least the next 24 months.
Arrangements with GCU
In conjunction with the Asset Purchase Agreement with GCU, we received a Secured
Note as consideration for the transferred assets (the "Transferred Assets"). The
Secured Note contains customary commercial credit terms, including affirmative
and negative covenants applicable to GCU, and provides that the Secured
Note bears interest at an annual rate of 6.0%, has a maturity date of June 30,
2025, and is secured by all of the assets of GCU. The Secured Note provides for
GCU to make interest only payments during the term, with all principal and
accrued and unpaid interest due at maturity, and also provides that we may loan
additional amounts to GCU to fund approved capital expenditures during the first
three years of the term. As of March 31, 2021, the Company had loaned an
additional $99,815 to GCU, net of repayments. We believe that GCU's cash flows
from operations are currently sufficient to fund all of its capital expenditures
without additional loans from us although it is possible that GCU will continue
to borrow from us for short term cash flow needs.
Share Repurchase Program
In January 2021, our Board of Directors increased the authorization under its
existing stock repurchase program by $100.0 million reflecting an aggregate
authorization for share repurchases since the initiation of the program of
$500.0 million. The current expiration date on the repurchase authorization by
our Board of Directors is December 31,
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2021. Repurchases occur at the Company's discretion and the Company may modify,
suspend or discontinue the repurchase authorization at any time.
Under our share repurchase authorization, we may purchase shares in the open
market or in privately negotiated transactions, pursuant to the applicable SEC
rules. The amount and timing of future share repurchases, if any, will be made
as market and business conditions warrant.
On March 10, 2021, the Company entered into an accelerated share repurchase
("ASR") agreement with Morgan Stanley & Co. LLC ("Morgan Stanley") to repurchase
up to $35.0 million of its outstanding shares of common stock as part of the
Company's share repurchase program. Under the ASR agreement, the Company
received initial delivery of approximately 275,889 shares of common stock,
representing approximately 80% of the number of shares of common stock initially
underlying the ASR agreement based on the closing price of the common stock of
$101.49, on March 9, 2021. The total number of shares that the Company will
repurchase under the ASR program will be based on the volume-weighted average
price of the common stock during the term of the ASR agreement, less a discount,
and subject to potential adjustments pursuant to the terms and conditions of the
ASR agreement. The final settlement of the share repurchases under the ASR
agreement was completed on May 4, 2021 with additional delivery of 45,914 shares
of common stock. The ASR agreement resulted in a total of 321,803 shares
repurchased at an average cost of $108.76.
During the three months ended March 31, 2021, 567,255 shares of common stock
were repurchased by the Company, which includes the shares delivered on March
10, 2021 under the ASR agreement. At March 31, 2021, there remains $191.9
million available under our share repurchase authorization.
Cash Flows
Operating Activities. Net cash provided by operating activities for the three
months ended March 31, 2021 was $89.8 million as compared to $85.7 million for
the three months ended March 31, 2020. The increase in cash generated from
operating activities between the three months ended March 31, 2020 and the
three months ended March 31, 2021 was primarily due to an increase in net income
between periods partially offset by changes in other working capital balances.
We define working capital as the assets and liabilities, other than cash,
generated through the Company's primary operating activities. Changes in these
balances are included in the changes in assets and liabilities presented in the
consolidated statement of cash flows.
Investing Activities. Net cash used in investing activities was $34.8 million
and $1.9 million for the three months ended March 31, 2021 and 2020,
respectively. The net cash used in investing activities in the three months
ended March 31, 2021 consisted of capital expenditures of $8.9 million and
purchases of investments, net of proceeds from the sale of investments of $25.8
million. During the three months ended March 31, 2020, we paid $6.1 million for
capital expenditures and received proceeds from investments of $4.3 million.
During the three-month period for 2021 and 2020, capital expenditures primarily
consisted of leasehold improvements and equipment for new university partner
locations, as well as purchases of computer equipment, other internal use
software projects and furniture and equipment to support our increasing employee
headcount. The increase in capital expenditures between periods is primarily due
to the increase in the number of sites opened. We invest approximately $1.5
million in leasehold improvements and equipment for each off-campus classroom
and laboratory site. We opened seven new sites in the second half of 2020, one
new site in the Spring of 2021 and currently plan to open five additional sites
in the last nine months of 2021.
Financing Activities. Net cash used in financing activities was $74.9 million
and $73.9 million for the three months ended March 31, 2021 and 2020,
respectively. During the three months ended March 31, 2021, $6.0 million was
used to purchase common shares withheld in lieu of income taxes resulting from
the vesting of restricted share awards, $56.3 million was used to purchase
treasury stock in accordance with the Company's share repurchase program, and
$7.0 million was paid to Morgan Stanley under our ASR agreement for shares that
will be settled no later than May 7, 2021. Principal payments on notes payable
and capital leases totaled $8.3 million, partially offset by proceeds from the
exercise of stock options of $2.7 million. During the three months ended March
31, 2020, $5.0 million was used to purchase common shares withheld in lieu of
income taxes resulting from the vesting of restricted share awards and $60.7
million was used to purchase treasury stock in accordance with the Company's
share repurchase program. Principal
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payments on notes payable and capital leases totaled $8.3 million, partially
offset by proceeds from the exercise of stock options of $0.1 million.
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements that have had or are
reasonably likely to have a material current or future effect on our financial
condition, changes in financial condition, revenues or expenses, results of
operations, liquidity, capital expenditures, or capital resources.
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