Forms New Leader in Education Innovation: Strategic Education, Inc.
Strayer Education, Inc. and Capella Education Company Report Second
Quarter 2018 Results; Strong Enrollment Growth
HERNDON, Va.--(BUSINESS WIRE)--
Strategic
Education, Inc. (SEI) (NASDAQ: STRA) today announced it completed
the merger of Strayer Education, Inc. (NASDAQ: STRA) and Capella
Education Company (NASDAQ: CPLA) to create SEI, a national leader in
education innovation. SEI also announced financial results for the
period ended June 30, 2018 for both Strayer Education, Inc. and Capella
Education Company, their last full quarter as separate entities.
SEI will continue to operate both Strayer University and Capella
University as independent and separately accredited institutions of
higher learning, together serving approximately 85,000 students across
all 50 states. The combination will enable each university to accelerate
innovations that improve affordability and enhance academic and career
outcomes for students. SEI will continue to operate a number of
non-degree programs.
Robert Silberman, Executive Chairman of SEI said, “We are delighted to
announce the completion of a merger that brings together two
best-in-class academic institutions. Capella’s expertise in online
advanced degree programs, combined with Strayer’s 125-year heritage,
uniquely positions us to provide first-rate educational experiences to
working adults.”
Karl McDonnell, Chief Executive Officer of SEI said, “Over the last few
months, my appreciation has deepened for the powerful ways Strayer
University and Capella University complement each other, and the shared
culture across the entire organization that values integrity and
innovation. The strong second quarter 2018 performance for both Strayer
Education, Inc. and Capella Education Company demonstrates our
organizations’ ability to execute, and positions us for continued future
success.”
TRANSACTION DETAILS
Pursuant to the terms of the merger agreement, Strayer Education, Inc.
and Capella Education Company combined in an all-stock merger of equals
with Capella shareholders receiving 0.875 SEI shares for each Capella
share they own. For more details on the share exchange, please visit www.strategiceducation.com
in the Investor Relations, Merger Share Information section.
STRAYER EDUCATION, INC. RESULTS
Three Months Ended June 30
-
For the second quarter, student enrollment at Strayer Education,
Inc.’s main operating unit, Strayer University, increased 8.0% to
46,868 compared to 43,411 for the same period in 2017. New student
enrollment for the period increased 7.0% and continuing student
enrollment for the period increased 8.2%.
-
Revenue increased 1.7% to $114.7 million compared to $112.7 million
for the same period in 2017, as higher spring term enrollment was
offset by lower revenue-per-student due to the continuing effect of
scholarships issued in the fall 2017 term and growth in corporate
sponsored students who pay lower tuition.
-
Income from operations decreased to $4.2 million from $13.9 million
for the same period in 2017. Income from operations in 2018 includes a
$6.2 million noncash charge resulting from the impairment of
intangible assets associated with The New York Code + Design Academy,
and $2.8 million in costs associated with the merger with Capella
Education Company. Income from operations in 2017 included a $2.3
million noncash benefit associated with the reduction in value of
contingent consideration payable to the sellers of The New York Code +
Design Academy, and a $0.3 million charge due to an increase in the
fair value of the Company's reserve for leases on facilities no longer
in use. Adjusted income from operations, which is a non-GAAP financial
measure, was $13.2 million in 2018 compared to $11.9 million in the
same period in 2017. For more details on non-GAAP financial measures,
refer to the information on pages 14 through 18. The operating income
margin was 3.6%, compared to 12.3% for the same period in 2017. The
adjusted operating income margin was 11.5% compared to 10.5% for the
same period in 2017.
-
Net income, which includes the adjustments described above and certain
tax benefits, including the effects of the new lower federal income
tax rate, was $5.2 million in 2018 compared to net income of $10.3
million in 2017, a decrease of 49.6%. Adjusted net income was $9.9
million, an increase of 36.7%, compared to adjusted net income of $7.2
million in the same period in 2017.
-
Earnings before interest, taxes, depreciation, and amortization
(EBITDA) was $9.1 million compared to $18.5 million in 2017. Adjusted
EBITDA was $21.7 million compared to $20.2 million in the same period
in 2017.
-
Diluted earnings per share was $0.46 compared to $0.92 for the same
period in 2017. Adjusted diluted earnings per share grew 33.8% to
$0.87 from $0.65 for the same period in 2017. Diluted weighted average
shares outstanding increased 1.7% to 11,380,000 from 11,190,000 for
the same period in 2017.
Strayer University Summer Enrollment
Total enrollments at Strayer University for the third quarter of 2018
are anticipated to grow 9% to approximately 45,400 students from 41,679
students for the same period in 2017. New student enrollments are
expected to increase approximately 12%, and continuing student
enrollments are expected to increase approximately 8%.
New Campus Openings
In addition to the Strayer University Macon, GA campus, which opened in
the second quarter, the Company is on track to open two to three
additional new Strayer University campuses by the end of 2018. The
Company is also evaluating the opportunity to open Capella University
student support centers, pending regulatory notification and approval.
Balance Sheet and Cash Flow
At June 30, 2018, Strayer Education, Inc. had cash and cash equivalents
of $171.6 million and no debt. For the first six months of 2018, cash
flow from operations decreased to $30.0 million compared to $32.8
million during 2017, primarily due to cash payments of costs related to
the merger with Capella Education Company. Capital expenditures for the
first six months of 2018 were $8.6 million compared to $8.4 million for
the same period in 2017. For the second quarter of 2018, bad debt
expense as a percentage of revenue was 5.8% compared to 4.5% for the
same period in 2017.
CAPELLA EDUCATION COMPANY RESULTS
Three Months Ended June 30
-
Revenue increased 1.8% to $111.6 million compared to $109.6 million
for the same period in 2017, primarily due to higher enrollment.
-
Operating income decreased to $15.1 million from $15.4 million for the
same period in 2017. Operating income in 2018 includes an asset
impairment in the Job-Ready Skills segment and costs associated with
the merger with Strayer Education, Inc. Adjusted operating income,
which is a non-GAAP financial measure, was $16.9 million in 2018
compared to $15.4 million in the same period in 2017. For more details
on non-GAAP financial measures, refer to the information on pages 14
through 18. The operating income margin was 13.5%, compared to 14.0%
for the same period in 2017. The adjusted operating income margin was
15.1% compared to 14.1% for the same period in 2017.
-
Net income, which includes the adjustments described above and the
effects of the new lower federal income tax rate for 2018, was $11.8
million, compared to net income of $10.8 million in the same period in
2017, an increase of 9.6%. Adjusted net income was $13.2 million, an
increase of 22.2%, compared to adjusted net income of $10.8 million in
the same period in 2017.
-
Earnings before interest, taxes, depreciation, and amortization
(EBITDA) was $19.9 million compared to $20.4 million in 2017. Adjusted
EBITDA was $24.5 million compared to $22.6 million in the same period
in 2017.
-
Diluted earnings per share was $0.99 compared to $0.90 for the same
period in 2017. Adjusted diluted earnings per share increased 22.2% to
$1.10 from $0.90 for the same period in 2017. Diluted weighted average
shares outstanding decreased 0.2% to 11,963,000 from 11,992,000 for
the same period in 2017.
Post-Secondary Segment
-
For the second quarter, student enrollment at Capella Education
Company’s main operating unit, Capella University, increased 0.5% to
37,786 compared to 37,588 for the same period in 2017. New student
enrollment for the period increased 14.7%, driven by strong
performance across all degree levels. Early cohort persistence
remained stable.
-
FlexPath, Capella University’s fastest-growing offerings, continued to
positively impact new and total enrollment in the second quarter 2018,
and is now 23% of Capella University’s Bachelor’s and Master’s degrees
total enrollment.
-
Second quarter 2018 revenues were $108.5 million, up 1.5% compared to
$107.0 million in the same period in 2017.
-
Operating income was $18.0 million compared to operating income of
$17.8 million for the same period in 2017. The operating margin was
16.6% in the second quarter 2018 and 2017. Post-Secondary segment
operating results are primarily attributable to Capella University.
Job-Ready Skills Segment
-
Second quarter 2018 revenues were $3.0 million compared to $2.6
million in the same period of 2017.
-
Operating loss was $2.1 million in the second quarter 2018 compared to
a loss of $2.4 million in the second quarter of 2017. Job-Ready Skills
segment operating results include an asset impairment of $0.9 million
for the second quarter 2018.
Balance Sheet and Cash Flow
At June 30, 2018, Capella Education Company had cash and marketable
securities of $189.9 million and no debt. For the first six months of
2018, cash provided by operating activities from continuing operations
was $39.4 million compared to $36.2 million during 2017. Capital
expenditures for the first six months of 2018 were $9.1 million compared
to $12.1 million for the same period in 2017. For the second quarter of
2018, bad debt expense as a percentage of revenue was 2.9% compared to
2.6% for the same period in 2017.
AMENDED CREDIT FACILITY
On August 1, 2018, SEI amended its existing credit facility. The
amendment extends the maturity date of the revolving credit facility
from July 2, 2020, to August 1, 2023, and increases available borrowings
from $150 million to $250 million, with an option to increase the
commitments under the revolving facility by an additional $150 million.
Currently, there are no outstanding borrowings under the amended credit
facility. Additional information is available in the Company’s current
report on Form 8-K filed with the SEC today.
COMMON STOCK CASH DIVIDEND
SEI announced today that it declared a regular, quarterly cash dividend
of $0.50 per share of common stock. This dividend will be paid on
September 7, 2018 to shareholders of record as of August 31, 2018.
CONFERENCE CALL WITH MANAGEMENT
SEI will host a conference call to discuss the second quarter 2018
earnings results of Strayer Education, Inc. and Capella Education
Company at 10:00 a.m. (ET) today. To participate in the live call,
investors should dial (877) 303-9047 ten minutes prior to the start
time. In addition, the call will be available via webcast. To access the
live webcast of the conference call, please go to www.strategiceducation.com
in the Investor Relations section 15 minutes prior to the start time of
the call to register. Following the call, the webcast will be archived
and available at www.strategiceducation.com
in the Investor Relations section.
About SEI
Strategic Education, Inc. (NASDAQ: STRA) (www.strategiceducation.com)
is dedicated to enabling economic mobility with education. We serve
working adult students through a range of educational opportunities that
include: Strayer University and Capella University (separate
institutions that are each regionally accredited), which collectively
offer flexible and affordable associate, bachelor’s, master’s, and
doctoral programs; a Top-25 Princeton Review-ranked online MBA program
through the Jack Welch Management Institute; self-paced courses for
college credit through Sophia; customized degrees for corporations
through Degrees@Work; and non-degree web and mobile application
development courses through DevMountain, Generation Code, Hackbright
Academy, and The New York Code + Design Academy. These programs help our
students prepare for success in today’s jobs and find a path to
bettering their lives.
Forward Looking Statements
This communication contains certain forward-looking statements made
pursuant to the Private Securities Litigation Reform Act of 1995 (the
“Reform Act”). Such statements may be identified by the use of words
such as “expect,” “estimate,” “assume,” “believe,” “anticipate,” “will,”
“forecast,” “outlook,” “plan,” “project,” or similar words and may
include statements with respect to, among other things, future events or
the future financial performance of SEI, the anticipated benefits of the
merger, including estimated synergies; SEI’s plans, objectives and
expectations; future financial and operating results; and other
statements that are not historical facts. The statements are based on
SEI’s current expectations and are subject to a number of assumptions,
uncertainties and risks. In connection with the safe-harbor provisions
of the Reform Act, SEI has identified important factors that could cause
SEI’s actual results to differ materially from those expressed in or
implied by such statements. The assumptions, uncertainties and risks
include:
-
the risk that the benefits of the merger, including expected
synergies, may not be fully realized or may take longer to realize
than expected;
-
the risk that the merger may not advance the combined company’s
business strategy and growth strategy;
-
the risk that the combined company may experience difficulty
integrating Strayer’s and Capella’s employees or operations;
-
the potential diversion of management’s attention resulting from the
merger;
-
the pace of growth of student enrollment;
-
our continued compliance with Title IV of the Higher Education Act,
and the regulations thereunder, as well as regional accreditation
standards and state regulatory requirements;
-
rulemaking by the Department of Education and increased focus by the
U.S. Congress on for-profit education institutions;
-
competitive factors;
-
risks associated with the opening of new campuses;
-
risks associated with the offering of new educational programs and
adapting to other changes;
-
risks relating to the timing of regulatory approvals;
-
our ability to implement our growth strategy;
-
risks associated with the ability of our students to finance their
education in a timely manner; and
-
general economic and market conditions.
Many of these risks, uncertainties and assumptions are beyond SEI’s
ability to control or predict. Because of these risks, uncertainties and
assumptions, you should not place undue reliance on these
forward-looking statements. Furthermore, these forward-looking
statements speak only as of the information currently available to SEI
on the date they are made, and SEI undertakes no obligation to update or
revise forward-looking statements. Actual results may differ materially
from those projected in the forward-looking statements.
|
STRAYER EDUCATION, INC.
|
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME
|
(Amounts in thousands, except per share data)
|
|
|
|
For the Three Months Ended June 30,
|
|
For the Six Months Ended June 30,
|
|
|
2017
|
|
2018
|
|
2017
|
|
2018
|
Revenues
|
|
$
|
112,720
|
|
$
|
114,668
|
|
$
|
227,632
|
|
$
|
231,137
|
Costs and expenses:
|
|
|
|
|
|
|
|
|
Instruction and educational support
|
|
|
63,650
|
|
|
64,690
|
|
|
125,066
|
|
|
128,466
|
Marketing
|
|
|
19,226
|
|
|
21,113
|
|
|
37,944
|
|
|
41,237
|
Admissions advisory
|
|
|
4,779
|
|
|
4,609
|
|
|
9,495
|
|
|
9,285
|
General and administrative
|
|
|
13,205
|
|
|
11,063
|
|
|
24,824
|
|
|
22,281
|
Merger costs
|
|
|
-
|
|
|
2,824
|
|
|
-
|
|
|
8,171
|
Fair value adjustments
|
|
|
(1,994)
|
|
|
6,185
|
|
|
(1,994)
|
|
|
6,185
|
Total costs and expenses
|
|
|
98,866
|
|
|
110,484
|
|
|
195,335
|
|
|
215,625
|
Income from operations
|
|
|
13,854
|
|
|
4,184
|
|
|
32,297
|
|
|
15,512
|
Investment income
|
|
|
253
|
|
|
608
|
|
|
434
|
|
|
1,056
|
Interest expense
|
|
|
160
|
|
|
161
|
|
|
319
|
|
|
320
|
Income before taxes
|
|
|
13,947
|
|
|
4,631
|
|
|
32,412
|
|
|
16,248
|
Provision (benefit) for income taxes
|
|
|
3,645
|
|
|
(557)
|
|
|
11,532
|
|
|
1,593
|
Net income
|
|
$
|
10,302
|
|
$
|
5,188
|
|
$
|
20,880
|
|
$
|
14,655
|
|
|
|
|
|
|
|
|
|
Earnings per share:
|
|
|
|
|
|
|
|
|
Basic
|
|
$
|
0.96
|
|
$
|
0.48
|
|
$
|
1.96
|
|
$
|
1.36
|
Diluted
|
|
$
|
0.92
|
|
$
|
0.46
|
|
$
|
1.87
|
|
$
|
1.29
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding:
|
|
|
|
|
|
|
|
|
Basic
|
|
|
10,680
|
|
|
10,879
|
|
|
10,655
|
|
|
10,812
|
Diluted
|
|
|
11,190
|
|
|
11,380
|
|
|
11,155
|
|
|
11,346
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
STRAYER EDUCATION, INC.
|
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
|
(Amounts in thousands, except per share data)
|
|
|
|
|
|
|
|
December 31,
2017
|
|
June 30,
2018
|
ASSETS
|
|
|
|
|
Current assets:
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
155,933
|
|
$
|
171,600
|
Tuition receivable, net
|
|
|
23,122
|
|
|
25,595
|
Income taxes receivable
|
|
|
-
|
|
|
5,592
|
Other current assets
|
|
|
11,293
|
|
|
11,385
|
Total current assets
|
|
|
190,348
|
|
|
214,172
|
Property and equipment, net
|
|
|
73,763
|
|
|
72,125
|
Deferred income taxes
|
|
|
24,452
|
|
|
22,851
|
Goodwill
|
|
|
20,744
|
|
|
17,919
|
Other assets
|
|
|
11,971
|
|
|
9,698
|
Total assets
|
|
$
|
321,278
|
|
$
|
336,765
|
|
|
|
|
|
LIABILITIES & STOCKHOLDERS' EQUITY
|
|
|
|
|
Current liabilities:
|
|
|
|
|
Accounts payable and accrued expenses
|
|
$
|
46,177
|
|
$
|
46,657
|
Income taxes payable
|
|
|
1,038
|
|
|
-
|
Contract liabilities
|
|
|
21,851
|
|
|
22,547
|
Total current liabilities
|
|
|
69,066
|
|
|
69,204
|
Other long-term liabilities
|
|
|
43,015
|
|
|
43,721
|
Total liabilities
|
|
|
112,081
|
|
|
112,925
|
Commitments and contingencies
|
|
|
|
|
Stockholders' equity:
|
|
|
|
|
Common stock, par value $0.01 per share, 20,000 shares authorized,
11,167 and 11,307 issued and outstanding at December 31, 2017 and
June 30, 2018, respectively
|
|
|
112
|
|
|
113
|
Additional paid-in capital
|
|
|
47,079
|
|
|
53,015
|
Retained earnings
|
|
|
162,006
|
|
|
170,712
|
Total stockholders' equity
|
|
|
209,197
|
|
|
223,840
|
Total liabilities and stockholders' equity
|
|
$
|
321,278
|
|
$
|
336,765
|
|
|
|
|
|
|
STRAYER EDUCATION, INC.
|
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
|
(Amounts in thousands)
|
|
|
|
For the Six Months Ended June 30,
|
|
|
2017
|
|
2018
|
Cash flows from operating activities:
|
|
|
|
|
Net income
|
|
$
|
20,880
|
|
$
|
14,655
|
Adjustments to reconcile net income to net cash provided by
operating activities:
|
|
|
|
|
Amortization of gain on sale of assets
|
|
|
(133)
|
|
|
-
|
Amortization of deferred rent
|
|
|
(859)
|
|
|
(909)
|
Amortization of deferred financing costs
|
|
|
131
|
|
|
131
|
Depreciation and amortization
|
|
|
8,975
|
|
|
9,915
|
Deferred income taxes
|
|
|
(1,560)
|
|
|
(1,581)
|
Stock-based compensation
|
|
|
5,654
|
|
|
5,937
|
Fair value adjustments
|
|
|
(1,994)
|
|
|
6,185
|
Changes in assets and liabilities:
|
|
|
|
|
Tuition receivable, net
|
|
|
(137)
|
|
|
(2,916)
|
Other current assets
|
|
|
411
|
|
|
96
|
Other assets
|
|
|
829
|
|
|
(824)
|
Accounts payable and accrued expenses
|
|
|
559
|
|
|
1,363
|
Income taxes payable
|
|
|
(3,153)
|
|
|
(3,447)
|
Contract liabilities
|
|
|
4,356
|
|
|
2,768
|
Other long-term liabilities
|
|
|
(1,193)
|
|
|
(1,347)
|
Net cash provided by operating activities
|
|
|
32,766
|
|
|
30,026
|
|
|
|
|
|
Cash flows from investing activities:
|
|
|
|
|
Purchases of property and equipment
|
|
|
(8,435)
|
|
|
(8,596)
|
Net cash used in investing activities
|
|
|
(8,435)
|
|
|
(8,596)
|
|
|
|
|
|
Cash flows from financing activities:
|
|
|
|
|
Common dividends paid
|
|
|
(5,707)
|
|
|
(5,778)
|
Net cash used in financing activities
|
|
|
(5,707)
|
|
|
(5,778)
|
Net increase in cash, cash equivalents, and restricted cash
|
|
|
18,624
|
|
|
15,652
|
Cash, cash equivalents, and restricted cash - beginning of period
|
|
|
129,758
|
|
|
156,448
|
Cash, cash equivalents, and restricted cash - end of period
|
|
$
|
148,382
|
|
$
|
172,100
|
|
|
|
|
|
|
|
|
CAPELLA EDUCATION COMPANY
|
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME
|
(Amounts in thousands, except per share data)
|
|
|
|
For the Three Months Ended June 30,
|
|
For the Six Months Ended June 30,
|
|
|
2017
|
|
2018
|
|
2017
|
|
2018
|
Revenues
|
|
$
|
109,584
|
|
$
|
111,563
|
|
$
|
221,372
|
|
$
|
223,530
|
Costs and expenses:
|
|
|
|
|
|
|
|
|
Instructional costs and services
|
|
|
48,369
|
|
|
49,350
|
|
|
96,781
|
|
|
97,782
|
Marketing and promotional
|
|
|
27,308
|
|
|
27,739
|
|
|
54,833
|
|
|
55,755
|
Admissions advisory
|
|
|
7,440
|
|
|
7,205
|
|
|
15,103
|
|
|
14,397
|
General and administrative
|
|
|
11,096
|
|
|
11,317
|
|
|
21,683
|
|
|
21,196
|
Merger-related costs
|
|
|
—
|
|
|
873
|
|
|
—
|
|
|
1,395
|
Total costs and expenses
|
|
|
94,213
|
|
|
96,484
|
|
|
188,400
|
|
|
190,525
|
Operating income
|
|
|
15,371
|
|
|
15,079
|
|
|
32,972
|
|
|
33,005
|
Other income, net
|
|
|
56
|
|
|
695
|
|
|
163
|
|
|
1,191
|
Income from continuing operations before income taxes
|
|
|
15,427
|
|
|
15,774
|
|
|
33,135
|
|
|
34,196
|
Income tax expense
|
|
|
4,672
|
|
|
3,984
|
|
|
11,209
|
|
|
8,559
|
Income from continuing operations
|
|
|
10,755
|
|
|
11,790
|
|
|
21,926
|
|
|
25,637
|
Income from discontinued operations, net of tax
|
|
|
—
|
|
|
—
|
|
|
95
|
|
|
—
|
Net income
|
|
$
|
10,755
|
|
$
|
11,790
|
|
$
|
22,021
|
|
$
|
25,637
|
|
|
|
|
|
|
|
|
|
Basic net income per common share:
|
|
|
|
|
|
|
|
|
Continuing operations
|
|
$
|
0.92
|
|
$
|
1.01
|
|
$
|
1.89
|
|
$
|
2.20
|
Discontinued operations
|
|
|
—
|
|
|
—
|
|
|
0.01
|
|
|
—
|
Basic net income per common share
|
|
$
|
0.92
|
|
$
|
1.01
|
|
$
|
1.90
|
|
$
|
2.20
|
Diluted net income per common share:
|
|
|
|
|
|
|
|
|
Continuing operations
|
|
$
|
0.90
|
|
$
|
0.99
|
|
$
|
1.83
|
|
$
|
2.14
|
Discontinued operations
|
|
|
—
|
|
|
—
|
|
|
0.01
|
|
|
—
|
Diluted net income per common share
|
|
$
|
0.90
|
|
$
|
0.99
|
|
$
|
1.84
|
|
$
|
2.14
|
|
|
|
|
|
|
|
|
|
Weighted average number of common shares outstanding:
|
|
|
|
|
|
|
|
|
Basic
|
|
|
11,644
|
|
|
11,703
|
|
|
11,602
|
|
|
11,674
|
Diluted
|
|
|
11,992
|
|
|
11,963
|
|
|
11,965
|
|
|
11,957
|
Cash dividend declared per common share
|
|
$
|
0.41
|
|
$
|
0.43
|
|
$
|
0.82
|
|
$
|
0.86
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CAPELLA EDUCATION COMPANY
|
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
|
(Amounts in thousands, except per share data)
|
|
|
|
December 31,
2017
|
|
June 30,
2018
|
|
|
|
|
|
ASSETS
|
|
|
|
|
Current assets:
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
106,566
|
|
|
$
|
117,885
|
|
Marketable securities, current
|
|
|
45,226
|
|
|
|
37,589
|
|
Accounts receivable, net of allowance of $7,979 at December 31,
2017 and $7,865 at June 30, 2018
|
|
|
22,733
|
|
|
|
24,229
|
|
Prepaid expenses and other current assets
|
|
|
9,523
|
|
|
|
10,027
|
|
Total current assets
|
|
|
184,048
|
|
|
|
189,730
|
|
Marketable securities, non-current
|
|
|
29,570
|
|
|
|
34,386
|
|
Property and equipment, net
|
|
|
35,961
|
|
|
|
34,781
|
|
Goodwill
|
|
|
13,477
|
|
|
|
13,477
|
|
Intangibles, net
|
|
|
3,402
|
|
|
|
3,162
|
|
Deferred income taxes
|
|
|
2,839
|
|
|
|
871
|
|
Other assets
|
|
|
9,724
|
|
|
|
10,358
|
|
Total assets
|
|
$
|
279,021
|
|
|
$
|
286,765
|
|
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
|
|
|
Current liabilities:
|
|
|
|
|
Accounts payable
|
|
$
|
2,281
|
|
|
$
|
1,254
|
|
Accrued liabilities
|
|
|
26,619
|
|
|
|
27,815
|
|
Dividends payable
|
|
|
5,228
|
|
|
|
328
|
|
Deferred revenue
|
|
|
13,849
|
|
|
|
15,635
|
|
Total current liabilities
|
|
|
47,977
|
|
|
|
45,032
|
|
Deferred rent
|
|
|
12,365
|
|
|
|
11,890
|
|
Other liabilities
|
|
|
3,288
|
|
|
|
2,413
|
|
Total liabilities
|
|
|
63,630
|
|
|
|
59,335
|
|
Shareholders’ equity:
|
|
|
|
|
Common stock, par value $0.01 per share, 100,000 shares authorized,
11,635 and 11,730 issued and outstanding at December 31, 2017 and
June 30, 2018, respectively
|
|
|
116
|
|
|
|
117
|
|
Additional paid-in capital
|
|
|
127,804
|
|
|
|
124,431
|
|
Accumulated other comprehensive loss
|
|
|
(110
|
)
|
|
|
(211
|
)
|
Retained earnings
|
|
|
87,581
|
|
|
|
103,093
|
|
Total shareholders’ equity
|
|
|
215,391
|
|
|
|
227,430
|
|
Total liabilities and shareholders’ equity
|
|
$
|
279,021
|
|
|
$
|
286,765
|
|
|
|
|
|
|
|
|
|
|
|
CAPELLA EDUCATION COMPANY
|
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
|
(Amounts in thousands)
|
|
|
|
For the Six Months Ended June 30,
|
|
|
2017
|
|
2018
|
Operating activities
|
|
|
|
|
Net income
|
|
$
|
22,021
|
|
|
$
|
25,637
|
|
Income from discontinued operations, net of tax
|
|
|
95
|
|
|
|
—
|
|
Income from continuing operations
|
|
|
21,926
|
|
|
|
25,637
|
|
Adjustments to reconcile net income to net cash provided by
operating activities:
|
|
|
|
|
Provision for bad debts
|
|
|
5,225
|
|
|
|
5,870
|
|
Depreciation and amortization
|
|
|
10,112
|
|
|
|
9,638
|
|
Amortization of investment discount/premium, net
|
|
|
855
|
|
|
|
537
|
|
Impairment of property and equipment
|
|
|
440
|
|
|
|
916
|
|
Loss on disposal of property and equipment
|
|
|
243
|
|
|
|
89
|
|
Share-based compensation
|
|
|
3,479
|
|
|
|
4,571
|
|
Deferred income taxes
|
|
|
2,443
|
|
|
|
2,000
|
|
Changes in operating assets and liabilities
|
|
|
|
|
Accounts receivable
|
|
|
(5,194
|
)
|
|
|
(7,366
|
)
|
Prepaid expenses and other current assets
|
|
|
294
|
|
|
|
352
|
|
Accounts payable and accrued liabilities
|
|
|
(8,565
|
)
|
|
|
(3,193
|
)
|
Income taxes payable
|
|
|
3,219
|
|
|
|
(1,076
|
)
|
Deferred rent
|
|
|
(735
|
)
|
|
|
(475
|
)
|
Deferred revenue
|
|
|
2,413
|
|
|
|
1,866
|
|
Net cash provided by operating activities - continuing operations
|
|
|
36,155
|
|
|
|
39,366
|
|
Net cash provided by operating activities - discontinued operations
|
|
|
95
|
|
|
|
—
|
|
Net cash provided by operating activities
|
|
|
36,250
|
|
|
|
39,366
|
|
Investing activities
|
|
|
|
|
Capital expenditures
|
|
|
(12,116
|
)
|
|
|
(9,075
|
)
|
Investment in partnership interests
|
|
|
(354
|
)
|
|
|
(784
|
)
|
Purchases of marketable securities
|
|
|
(29,456
|
)
|
|
|
(33,702
|
)
|
Maturities of marketable securities
|
|
|
35,995
|
|
|
|
35,855
|
|
Net cash used in investing activities - continuing operations
|
|
|
(5,931
|
)
|
|
|
(7,706
|
)
|
Net cash provided by investing activities - discontinued operations
|
|
|
3,243
|
|
|
|
—
|
|
Net cash used in investing activities
|
|
|
(2,688
|
)
|
|
|
(7,706
|
)
|
Financing activities
|
|
|
|
|
Net proceeds (payments) for exercise of stock options
|
|
|
1,273
|
|
|
|
(333
|
)
|
Taxes paid for restricted stock units
|
|
|
(905
|
)
|
|
|
(4,949
|
)
|
Payment of dividends
|
|
|
(9,479
|
)
|
|
|
(15,057
|
)
|
Net cash used in financing activities - continuing operations
|
|
|
(9,111
|
)
|
|
|
(20,339
|
)
|
Effect of foreign exchange rates on cash
|
|
|
2
|
|
|
|
(2
|
)
|
Net increase in cash and cash equivalents
|
|
|
24,453
|
|
|
|
11,319
|
|
Cash and cash equivalents at beginning of period
|
|
|
93,570
|
|
|
|
106,566
|
|
Cash and cash equivalents at end of period
|
|
$
|
118,023
|
|
|
$
|
117,885
|
|
|
|
|
|
|
|
|
|
|
|
CAPELLA EDUCATION COMPANY
|
UNAUDITED SEGMENT REPORTING
|
(In thousands)
|
|
|
|
For the Three Months Ended
June 30,
|
|
For the Six Months Ended
June 30,
|
|
|
2017
|
|
2018
|
|
2017
|
|
2018
|
Revenues
|
|
|
|
|
|
|
|
|
Post-Secondary
|
|
$
|
106,974
|
|
|
$
|
108,538
|
|
|
$
|
216,455
|
|
|
$
|
217,723
|
|
Job-Ready Skills
|
|
|
2,610
|
|
|
|
3,025
|
|
|
|
4,917
|
|
|
|
5,807
|
|
Consolidated Revenues
|
|
$
|
109,584
|
|
|
$
|
111,563
|
|
|
$
|
221,372
|
|
|
$
|
223,530
|
|
Operating income (loss)
|
|
|
|
|
|
|
|
|
Post-Secondary
|
|
$
|
17,754
|
|
|
$
|
18,029
|
|
|
$
|
38,005
|
|
|
$
|
37,473
|
|
Job-Ready Skills
|
|
|
(2,383
|
)
|
|
|
(2,077
|
)
|
|
|
(5,033
|
)
|
|
|
(3,073
|
)
|
Merger-related costs
|
|
|
—
|
|
|
|
(873
|
)
|
|
|
—
|
|
|
|
(1,395
|
)
|
Consolidated operating income
|
|
|
15,371
|
|
|
|
15,079
|
|
|
|
32,972
|
|
|
|
33,005
|
|
Other income, net
|
|
|
56
|
|
|
|
695
|
|
|
|
163
|
|
|
|
1,191
|
|
Income from continuing operations before income taxes
|
|
$
|
15,427
|
|
|
$
|
15,774
|
|
|
$
|
33,135
|
|
|
$
|
34,196
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CAPELLA UNIVERSITY
|
OTHER INFORMATION
|
|
|
|
June 30,
|
|
|
Capella University Enrollment by Degree
(a)
:
|
|
2017
|
|
2018
|
|
% Change
|
Doctoral
|
|
9,052
|
|
9,129
|
|
0.9
|
%
|
Master's
|
|
17,714
|
|
17,540
|
|
(1.0)
|
%
|
Bachelor's
|
|
9,760
|
|
10,066
|
|
3.1
|
%
|
Other
|
|
1,062
|
|
1,051
|
|
(1.0)
|
%
|
Total
|
|
37,588
|
|
37,786
|
|
0.5
|
%
|
|
|
|
|
|
|
|
|
(a)
|
|
Enrollment in the table above includes learners who are actively
enrolled during the last month of the quarters ended June 30, 2017
and 2018, respectively.
|
|
|
|
Non-GAAP Financial Measures
In our press release and schedules, and on the related conference call,
we report certain financial measures that are not required by, or
presented in accordance with, accounting principles generally accepted
in the United States of America ("GAAP"). We discuss management's
reasons for reporting these non-GAAP measures below, and the press
release schedules that follow reconcile the most directly comparable
GAAP measure to each non-GAAP measure that we reference. Although
management evaluates and presents these non-GAAP measures for the
reasons described below, please be aware that these non-GAAP measures
have limitations and should not be considered in isolation or as a
substitute for income from operations, net income, earnings per share or
any other comparable financial measure prescribed by GAAP. In addition,
we may calculate and/or present these non-GAAP financial measures
differently than measures with the same or similar names that other
companies report, and as a result, the non-GAAP measures we report may
not be comparable to those reported by others.
Management uses certain non-GAAP measures to evaluate financial
performance because those non-GAAP measures allow for period-over-period
comparisons of its ongoing operations before the impact of certain items
described below. These measures are Adjusted Income from Operations,
Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA),
Adjusted EBITDA, Adjusted Net Income, and Adjusted Diluted Earnings Per
Share (EPS). We define Adjusted Income from Operations, Adjusted Net
Income, and Adjusted EPS to exclude (1) fair value adjustments related
to Strayer Education, Inc.’s acquisition of The New York Code + Design
Academy and the related tax effects, and adjustments to Strayer
Education, Inc.’s reserve for leases on facilities no longer in use, (2)
the impairment of previously capitalized internal software development
costs related to software projects within Capella Education Company's
Job-Ready Skills segment, (3) charges associated with Strayer Education,
Inc.’s merger with Capella Education Company, and (4) discrete tax
adjustments utilizing annual effective income tax rates for Strayer
Education, Inc. of 39.5% for 2017 and 27.5% for 2018. We define EBITDA
as net income before provision (benefit) for income taxes, investment
income, interest expense, depreciation and amortization, and from this
amount in arriving at Adjusted EBITDA we also exclude the amounts in
(1), (2), and (3) above, and stock-based compensation expense. These
non-GAAP measures are reconciled to the most directly comparable GAAP
measures on pages 15 through 18. Non-GAAP measures should not be viewed
as substitutes for GAAP measures.
|
STRAYER EDUCATION, INC.
|
NON-GAAP UNAUDITED ADJUSTING STATEMENTS OF INCOME
|
(Amounts in thousands, except per share data)
|
|
|
|
For the Three Months Ended June 30, 2017
|
|
|
|
|
Non-GAAP Adjustments
|
|
|
|
|
As Reported
(GAAP)
|
|
Merger
Costs (1)
|
|
Fair Value
Adjustments (2)
|
|
Other Tax
Adjustments (3)
|
|
As Adjusted
(Non-GAAP)
|
Income from operations
|
|
$
|
13,854
|
|
$
|
-
|
|
$
|
(1,994)
|
|
$
|
-
|
|
$
|
11,860
|
Investment income
|
|
|
253
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
253
|
Interest expense
|
|
|
160
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
160
|
Income before taxes
|
|
|
13,947
|
|
|
-
|
|
|
(1,994)
|
|
|
-
|
|
|
11,953
|
Provision for income taxes
|
|
|
3,645
|
|
|
-
|
|
|
104
|
|
|
972
|
|
|
4,721
|
Net income
|
|
$
|
10,302
|
|
$
|
-
|
|
$
|
(2,098)
|
|
$
|
(972)
|
|
$
|
7,232
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per share:
|
|
|
|
|
|
|
|
|
|
|
Basic **
|
|
$
|
0.96
|
|
$
|
-
|
|
$
|
(0.20)
|
|
$
|
(0.09)
|
|
$
|
0.68
|
Diluted **
|
|
$
|
0.92
|
|
$
|
-
|
|
$
|
(0.19)
|
|
$
|
(0.09)
|
|
$
|
0.65
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding:
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
10,680
|
|
|
|
|
|
|
|
|
10,680
|
Diluted
|
|
|
11,190
|
|
|
|
|
|
|
|
|
11,190
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months Ended June 30, 2018
|
|
|
|
|
Non-GAAP Adjustments
|
|
|
|
|
As Reported
(GAAP)
|
|
Merger
Costs (1)
|
|
Fair Value
Adjustments (2)
|
|
Other Tax
Adjustments (3)
|
|
As Adjusted
(Non-GAAP)
|
Income from operations
|
|
$
|
4,184
|
|
$
|
2,824
|
|
$
|
6,185
|
|
$
|
-
|
|
$
|
13,193
|
Investment income
|
|
|
608
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
608
|
Interest expense
|
|
|
161
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
161
|
Income before taxes
|
|
|
4,631
|
|
|
2,824
|
|
|
6,185
|
|
|
-
|
|
|
13,640
|
Provision (benefit) for income taxes
|
|
|
(557)
|
|
|
624
|
|
|
924
|
|
|
2,760
|
|
|
3,751
|
Net income
|
|
$
|
5,188
|
|
$
|
2,200
|
|
$
|
5,261
|
|
$
|
(2,760)
|
|
$
|
9,889
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per share:
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
$
|
0.48
|
|
$
|
0.20
|
|
$
|
0.48
|
|
$
|
(0.25)
|
|
$
|
0.91
|
Diluted
|
|
$
|
0.46
|
|
$
|
0.19
|
|
$
|
0.46
|
|
$
|
(0.24)
|
|
$
|
0.87
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding:
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
10,879
|
|
|
|
|
|
|
|
|
10,879
|
Diluted
|
|
|
11,380
|
|
|
|
|
|
|
|
|
11,380
|
|
|
|
|
|
|
|
|
|
|
|
|
|
____________________
|
**
|
Earnings per share data may not foot due to rounding
|
|
|
|
|
|
|
|
(1)
|
|
Reflects charges associated with the Company's previously announced
merger with Capella Education Company.
|
|
|
|
|
|
|
|
(2)
|
|
Reflects adjustments to the value of contingent consideration, and
goodwill and intangible assets related to the Company's acquisition
of The New York Code + Design Academy and the related tax effects,
and adjustments to the Company's reserve for leases on facilities no
longer in use.
|
|
|
|
|
|
|
|
(3)
|
|
Reflects discrete tax adjustments related to the vesting of stock
awards and other adjustments, utilizing an annual effective tax rate
of 39.5% for 2017 and 27.5% for 2018.
|
|
|
|
|
|
|
STRAYER EDUCATION, INC.
|
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES
|
ADJUSTED EBITDA
|
(Amounts in thousands)
|
|
|
|
For the Three Months Ended June 30,
|
|
|
2017
|
|
2018
|
Net income
|
|
$
|
10,302
|
|
$
|
5,188
|
Provision (benefit) for income taxes
|
|
|
3,645
|
|
|
(557)
|
Investment income
|
|
|
(253)
|
|
|
(608)
|
Interest expense
|
|
|
160
|
|
|
161
|
Depreciation and amortization
|
|
|
4,606
|
|
|
4,881
|
EBITDA (1)
|
|
|
18,460
|
|
|
9,065
|
Stock-based compensation
|
|
|
3,228
|
|
|
3,250
|
Merger costs (2)
|
|
|
-
|
|
|
2,824
|
Fair value adjustments (3)
|
|
|
(1,526)
|
|
|
6,566
|
Adjusted EBITDA (1)
|
|
$
|
20,162
|
|
$
|
21,705
|
|
|
|
|
|
|
|
(1)
|
|
Denotes non-GAAP financial measures. Please see page 14 for more
detail regarding these adjustments and management's reasons for
providing this information.
|
(2)
|
|
Reflects charges associated with the Company's previously announced
merger with Capella Education Company.
|
(3)
|
|
Reflects adjustments to the value of contingent consideration, and
goodwill and intangible assets related to the Company's
acquisition of The New York Code + Design Academy, and adjustments
to the Company's reserve for leases on facilities no longer in use.
|
|
|
|
|
CAPELLA EDUCATION COMPANY
|
NON-GAAP UNAUDITED ADJUSTING STATEMENTS OF INCOME
|
(Amounts in thousands, except per share data)
|
|
|
|
For the Three Months Ended June 30, 2017
|
|
|
|
|
Non-GAAP Adjustments
|
|
|
|
|
As Reported
(GAAP)
|
|
Merger-Related
Costs
|
|
Impairment of
Property and
Equipment
|
|
As Adjusted
(Non-GAAP)
|
Operating income
|
|
$
|
15,371
|
|
$
|
-
|
|
$
|
73
|
|
$
|
15,444
|
Other income, net
|
|
|
56
|
|
|
-
|
|
|
-
|
|
|
56
|
Income before income taxes
|
|
|
15,427
|
|
|
-
|
|
|
73
|
|
|
15,500
|
Income tax expense
|
|
|
4,672
|
|
|
-
|
|
|
27
|
|
|
4,699
|
Net income
|
|
$
|
10,755
|
|
$
|
-
|
|
$
|
46
|
|
$
|
10,801
|
|
|
|
|
|
|
|
|
|
Earnings per share:
|
|
|
|
|
|
|
|
|
Basic
|
|
$
|
0.92
|
|
$
|
-
|
|
$
|
0.01
|
|
$
|
0.93
|
Diluted
|
|
$
|
0.90
|
|
$
|
-
|
|
$
|
-
|
|
$
|
0.90
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding
|
|
|
|
|
|
|
|
|
Basic
|
|
|
11,644
|
|
|
|
|
|
|
11,644
|
Diluted
|
|
|
11,992
|
|
|
|
|
|
|
11,992
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months Ended June 30, 2018
|
|
|
|
|
Non-GAAP Adjustments
|
|
|
|
|
As Reported
(GAAP)
|
|
Merger-Related
Costs
(1)
|
|
Impairment of
Property and
Equipment
(2)
|
|
As Adjusted
(Non-GAAP)
|
Operating income
|
|
$
|
15,079
|
|
$
|
873
|
|
$
|
916
|
|
$
|
16,868
|
Other income, net
|
|
|
695
|
|
|
-
|
|
|
-
|
|
|
695
|
Income before income taxes
|
|
|
15,774
|
|
|
873
|
|
|
916
|
|
|
17,563
|
Income tax expense
|
|
|
3,984
|
|
|
175
|
|
|
210
|
|
|
4,369
|
Net income
|
|
$
|
11,790
|
|
$
|
698
|
|
$
|
706
|
|
$
|
13,194
|
|
|
|
|
|
|
|
|
|
Earnings per share:
|
|
|
|
|
|
|
|
|
Basic
|
|
$
|
1.01
|
|
$
|
0.06
|
|
$
|
0.06
|
|
$
|
1.13
|
Diluted
|
|
$
|
0.99
|
|
$
|
0.05
|
|
$
|
0.06
|
|
$
|
1.10
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding
|
|
|
|
|
|
|
|
|
Basic
|
|
|
11,703
|
|
|
|
|
|
|
11,703
|
Diluted
|
|
|
11,963
|
|
|
|
|
|
|
11,963
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
|
Reflects charges associated with Capella Education Company’s
previously announced merger with Strayer Education, Inc.
|
(2)
|
|
The impairment of property and equipment primarily consists of the
write-off of previously capitalized internal software development
costs related to software projects within the Company's Job-Ready
Skills segment for which the expected future net cash flows may not
exceed the carrying value of the related assets.
|
|
|
|
|
CAPELLA EDUCATION COMPANY
|
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES
|
ADJUSTED EBITDA
|
(In thousands)
|
|
|
|
For the Three Months Ended June 30,
|
|
|
2017
|
|
2018
|
|
|
|
|
|
Net income
|
|
$
|
10,755
|
|
$
|
11,790
|
Income tax expense
|
|
|
4,672
|
|
|
3,984
|
Other income, net
|
|
|
(56)
|
|
|
(695)
|
Depreciation and amortization
|
|
|
4,986
|
|
|
4,793
|
EBITDA (1) |
|
|
20,357
|
|
|
19,872
|
Share-based compensation
|
|
|
2,205
|
|
|
2,820
|
Merger-related costs (2) |
|
|
-
|
|
|
873
|
Impairment of property and equipment
|
|
|
73
|
|
|
916
|
Adjusted EBITDA (1) |
|
$
|
22,635
|
|
$
|
24,481
|
|
|
|
|
|
|
|
(1)
|
|
Denotes non-GAAP financial measure. Please see page 14 for more
detail regarding the adjustments and management’s reasons for
providing this information.
|
(2)
|
|
Reflects charges associated with Capella Education Company’s
previously announced merger with Strayer Education, Inc.
|
|
|
|
View source version on businesswire.com:
https://www.businesswire.com/news/home/20180801005256/en/
Strategic Education, Inc.
Terese Wilke
Manager, Investor
Relations
612-977-6331
terese.wilke@strategiced.com
Source: Strategic Education, Inc. Financial