NT 10-Q 1 c24548nt10vq.htm NT 10-Q NT 10-Q
     
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  SEC FILE NUMBER  
 
001-34211
 
     
  CUSIP NUMBER  
 
38526M 106
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
           
(Check one):   o  Form 10-K o  Form 20-F o  Form 11-K þ  Form 10-Q o  Form 10-D o  Form N-SAR o  Form N-CSR
 
         
 
  For Period Ended:   September 30, 2011
 
     
 
         
    o   Transition Report on Form 10-K  
 
         
    o   Transition Report on Form 20-F  
 
         
    o   Transition Report on Form 11-K  
 
         
    o   Transition Report on Form 10-Q  
 
         
    o   Transition Report on Form N-SAR  
 
         
 
  For the Transition Period Ended:    
 
       

Read Instruction (on back page) Before Preparing Form. Please Print or Type.
Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.
If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:
PART I — REGISTRANT INFORMATION
Grand Canyon Education, Inc.
 
Full Name of Registrant
 
Former Name if Applicable
3300 West Camelback Road
 
Address of Principal Executive Office (Street and Number)
Phoenix, Arizona 85016
 
City, State and Zip Code
PART II — RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)
           
þ
    (a)   The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense
       
    (b)   The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
       
      (c)   The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.
PART III — NARRATIVE
State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.
In its Current Report on Form 8-K filed on November 7, 2011 (the “8-K”), Grand Canyon Education, Inc. (the “Company”) announced that it had determined, as of November 3, 2011, after consultation with its independent registered public accountants, to restate its financial statements for the fiscal year ended December 31, 2010 and the fiscal quarters ended June 30, 2010, September 30, 2010, March 31, 2011 and June 30, 2011 to reflect a change in the methodology by which it calculates its allowance for doubtful accounts. Under its new methodology, which is given effect beginning in June 2010, the Company disaggregates its receivable balances due from students based on each student’s school status (active or inactive) and treats receivables due from former students as a separate pool that are fully reserved for and written off in a much more accelerated timeframe. The methodology for reserving for receivables due from current students remains similar to the prior methodology. As a result of this change, the Company concluded that it understated bad debt expense, and overstated operating income and net income, for the applicable periods.

While the effects of the restatement and related disclosures have been prepared, and the restated balances were included in the 8-K, the Company and its auditors are currently in the process of undertaking final reviews of the amendments and/or changes to the Company’s Annual Report on Form 10-K for the year ended December 31, 2010, its Quarterly Reports on Form 10-Q for the quarters ended March 31, 2011 and June 30, 2011 and its Quarterly Report on Form 10-Q for the quarter ended September 30, 2011 (the “Form 10-Q”) necessitated by the restatement. In addition, the Company is still working with its auditors to evaluate the level of internal control deficiency and any other issues that the restatement raises and expects to report on its conclusion in the Form 10-Q and in the amended filings referenced above, as applicable. Although management has been working diligently to complete and finalize these filings, the Company was unable, without unreasonable effort or expense, to complete this work on or before 5:30 p.m. on November 9, 2011.

The Company expects that it will be able to complete the work described above in time for the Company to file its Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2011 within the five-day extension provided by Rule 12b-25. The Company is still working with its auditors to evaluate the level of internal control deficiency and any other issues that the restatement raises and expects to report on its conclusion in its Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2011 and in the amended filings referenced above, as applicable.

  Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

 


 

(Attach extra Sheets if Needed)
PART IV — OTHER INFORMATION
(1)   Name and telephone number of person to contact in regard to this notification
         
Daniel E. Bachus    602    639-6648 
(Name)
  (Area Code)   (Telephone Number)
(2)   Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s).
    Yes þ     No o
 
(3)   Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?
    Yes þ     No o
 
 
    If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.
 
 
Grand Canyon Education, Inc. 
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
             
Date
  November 10, 2011   By   /s/ Daniel E. Bachus
 
           
 
          Daniel E. Bachus
 
          Chief Financial Officer

 


 

Part IV Section (3)
Explanation of Changes in Results of Operations
As a result of the proposed restatement of the Company’s financial statements, the Company concluded that it understated bad debt expense, and overstated operating income and net income, for the applicable periods covered by the restatement, including the three-month and nine-month periods ended September 30, 2010, with related impacts on the Company’s statements of cash flows and stockholders’ equity. Accordingly, the Company will restate the September 2010 balances in the Form 10-Q, as set forth below.
The following tables summarize the unaudited quarterly results of operations as originally reported and as restated for the three and nine months ended September 30, 2010 with the restated amounts reflecting amounts that would have been reported under the Company’s refined allowance methodology.
                                 
    Three Month Ended September 30, 2010     Nine Months Ended September 30, 2010  
    As Reported     As Restated     As Reported     As Restated  
Net revenue
  $ 98,946     $ 98,946     $ 285,794     $ 285,794  
Costs and expenses:
                               
Instructional costs and services
    42,070       45,717       120,472       133,609  
Selling and promotional
    28,103       28,103       83,955       83,955  
General and administrative
    6,608       6,608       18,888       18,888  
Exit costs
    27       27       232       232  
 
                       
Total costs and expenses
    76,808       80,466       223,547       236,684  
 
                       
Operating income
    22,138       18,491       62,247       49,110  
Net interest expense
    (143 )     (143 )     (551 )     (551 )
 
                       
Income before income taxes
    21,995       18,348       61,696       48,559  
Income tax expense
    9,077       7,606       24,902       19,603  
 
                       
Net income
  $ 12,918     $ 10,742     $ 36,794     $ 28,956  
 
                       
Earnings per share:
                               
Basic income per share(1)
  $ 0.28     $ 0.23     $ 0.80     $ 0.63  
 
                       
Diluted income per share(1)
  $ 0.28     $ 0.23     $ 0.79     $ 0.62  
 
                       
Basic weighted average shares outstanding
    45,746       45,746       45,715       45,715  
 
                       
Diluted weighted average shares outstanding
    46,351       46,351       46,413       46,413  
 
                       
The following is a summary of the changes on the Company’s statement of cash flows.
                 
    Nine Months Ended  
    September 30, 2010  
    As Reported     As Restated  
Net income
  $ 36,794     $ 28,956  
Provision for bad debts
    16,347       29,483  
Deferred income taxes
    (4,163 )     (9,461 )
Net cash provided by operating activities
    80,534       80,534  
The following is a summary of the changes on the Company’s balance sheet.
                 
    As of September 30, 2010  
    As Reported     As Restated  
Accounts receivable, net of allowance for doubtful accounts of $11,412(As Reported) and $24,548(As Restated)
  $ 32,722     $ 19,586  
Deferred income taxes — current
    9,204       14,502  
Total current assets
    153,074       145,236  
Total assets
    281,542       273,704  
Accumulated earnings
    52,409       44,571  
Total stockholders’ equity
    127,105       119,267  
Total liabilities and stockholders’ equity
    281,542       273,704