|
|
R
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
For the quarterly period ended: December 31, 2013
|
£
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
|
DELAWARE
(State or other jurisdiction of
Incorporation or organization)
|
36-3150143
(I.R.S. Employer
Identification No.)
|
3005 HIGHLAND PARKWAY
DOWNERS GROVE, ILLINOIS
(Address of principal executive offices)
|
60515
(Zip Code)
|
Large accelerated filer
|
R
|
|
Accelerated filer
|
¨
|
Non-accelerated filer
|
£ (Do not check if a smaller reporting company)
|
|
Smaller reporting company
|
¨
|
|
|
|
|
Page No.
|
|
PART I Financial Information
|
|
Item 1
|
Financial Statements (Unaudited)
|
|
|
Consolidated Balance Sheets
|
3
|
|
Consolidated Statements of Income
|
4
|
|
Consolidated Statements of Comprehensive Income
|
5
|
|
Consolidated Statements of Cash Flows
|
6
|
|
Notes to Consolidated Financial Statements
|
7
|
Item 2
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
30
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Item 3
|
Quantitative and Qualitative Disclosures About Market Risk
|
44
|
Item 4
|
Controls and Procedures
|
45
|
|
|
|
|
PART II Other Information
|
|
Item 1
|
Legal Proceedings
|
45
|
Item 1A
|
Risk Factors
|
47
|
Item 2
|
Unregistered Sales of Equity Securities and Use of Proceeds
|
48
|
Item 4
|
Mine Safety Disclosures
|
48
|
Item 6
|
Exhibits
|
48
|
|
|
|
Signatures
|
50
|
2 | ||
|
|
December 31,
|
|
June 30,
|
|
December 31,
|
|
|||
|
|
2013
|
|
2013
|
|
2012
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
(Dollars in thousands)
|
|
|||||||
ASSETS:
|
|
|
|
|
|
|
|
|
|
|
Current Assets:
|
|
|
|
|
|
|
|
|
|
|
Cash and Cash Equivalents
|
|
$
|
262,034
|
|
$
|
196,576
|
|
$
|
216,567
|
|
Marketable Securities and Investments
|
|
|
3,263
|
|
|
2,975
|
|
|
2,752
|
|
Restricted Cash
|
|
|
11,873
|
|
|
7,019
|
|
|
3,894
|
|
Accounts Receivable, Net
|
|
|
117,812
|
|
|
139,778
|
|
|
118,322
|
|
Deferred Income Taxes, Net
|
|
|
31,169
|
|
|
29,758
|
|
|
25,008
|
|
Refundable Income Taxes
|
|
|
6,969
|
|
|
154
|
|
|
23,827
|
|
Prepaid Expenses and Other
|
|
|
42,625
|
|
|
49,685
|
|
|
31,695
|
|
Current Assets of Divested Business
|
|
|
-
|
|
|
16,219
|
|
|
28,706
|
|
Total Current Assets
|
|
|
475,745
|
|
|
442,164
|
|
|
450,771
|
|
Land, Building and Equipment:
|
|
|
|
|
|
|
|
|
|
|
Land
|
|
|
66,539
|
|
|
71,122
|
|
|
65,963
|
|
Building
|
|
|
429,463
|
|
|
424,902
|
|
|
388,010
|
|
Equipment
|
|
|
472,944
|
|
|
475,656
|
|
|
459,711
|
|
Construction in Progress
|
|
|
44,115
|
|
|
33,724
|
|
|
48,143
|
|
|
|
|
1,013,061
|
|
|
1,005,404
|
|
|
961,827
|
|
Accumulated Depreciation
|
|
|
(455,018)
|
|
|
(433,747)
|
|
|
(407,991)
|
|
Land, Building and Equipment of Divested Business, Net
|
|
|
-
|
|
|
-
|
|
|
5,521
|
|
Land, Building and Equipment, Net
|
|
|
558,043
|
|
|
571,657
|
|
|
559,357
|
|
Other Assets:
|
|
|
|
|
|
|
|
|
|
|
Intangible Assets, Net
|
|
|
293,720
|
|
|
281,998
|
|
|
294,177
|
|
Goodwill
|
|
|
514,757
|
|
|
508,937
|
|
|
566,199
|
|
Perkins Program Fund, Net
|
|
|
13,450
|
|
|
13,450
|
|
|
13,450
|
|
Other Assets
|
|
|
33,398
|
|
|
33,025
|
|
|
30,112
|
|
Other Assets of Divested Business
|
|
|
-
|
|
|
5,787
|
|
|
718
|
|
Total Other Assets
|
|
|
855,325
|
|
|
843,197
|
|
|
904,656
|
|
TOTAL ASSETS
|
|
$
|
1,889,113
|
|
$
|
1,857,018
|
|
$
|
1,914,784
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES:
|
|
|
|
|
|
|
|
|
|
|
Current Liabilities:
|
|
|
|
|
|
|
|
|
|
|
Accounts Payable
|
|
$
|
62,721
|
|
$
|
55,131
|
|
$
|
60,383
|
|
Accrued Salaries, Wages and Benefits
|
|
|
77,447
|
|
|
88,444
|
|
|
63,607
|
|
Accrued Expenses
|
|
|
69,259
|
|
|
74,451
|
|
|
71,432
|
|
Deferred and Advance Tuition
|
|
|
97,725
|
|
|
97,478
|
|
|
140,576
|
|
Current Liabilities of Divested Business
|
|
|
-
|
|
|
713
|
|
|
1,530
|
|
Total Current Liabilities
|
|
|
307,152
|
|
|
316,217
|
|
|
337,528
|
|
Other Liabilities:
|
|
|
|
|
|
|
|
|
|
|
Deferred Income Taxes, Net
|
|
|
59,941
|
|
|
60,103
|
|
|
64,444
|
|
Deferred Rent and Other
|
|
|
91,054
|
|
|
82,576
|
|
|
107,553
|
|
Total Other Liabilities
|
|
|
150,995
|
|
|
142,679
|
|
|
171,997
|
|
Other Liabilities of Divested Business
|
|
|
-
|
|
|
112
|
|
|
-
|
|
TOTAL LIABILITIES
|
|
|
458,147
|
|
|
459,008
|
|
|
509,525
|
|
COMMITMENTS AND CONTINGENCIES (NOTE 12)
|
|
|
|
|
|
|
|
|
|
|
NON-CONTROLLING INTEREST
|
|
|
5,975
|
|
|
854
|
|
|
8,901
|
|
SHAREHOLDERS' EQUITY
|
|
|
|
|
|
|
|
|
|
|
Common Stock, $0.01 Par Value, 200,000,000 Shares Authorized: 63,332,000, 62,946,000 and 63,287,000 Shares Issued and Outstanding at December 31, 2013, June 30, 2013 and December 31, 2012, Respectively
|
|
|
752
|
|
|
745
|
|
|
744
|
|
Additional Paid-in Capital
|
|
|
304,807
|
|
|
291,269
|
|
|
280,901
|
|
Retained Earnings
|
|
|
1,599,985
|
|
|
1,575,009
|
|
|
1,560,130
|
|
Accumulated Other Comprehensive Loss
|
|
|
(25,573)
|
|
|
(17,101)
|
|
|
(6,696)
|
|
Treasury Stock, at Cost (11,661,000, 11,581,000 and 11,079,000 Shares, Respectively)
|
|
|
(454,980)
|
|
|
(452,766)
|
|
|
(438,721)
|
|
TOTAL SHAREHOLDERS' EQUITY
|
|
|
1,424,991
|
|
|
1,397,156
|
|
|
1,396,358
|
|
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY
|
|
$
|
1,889,113
|
|
$
|
1,857,018
|
|
$
|
1,914,784
|
|
3 | ||
|
|
For the Three Months
Ended December 31, |
|
For the Six Months Ended
December 31, |
|
||||||||
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
|
||||
REVENUES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tuition
|
|
$
|
457,888
|
|
$
|
471,881
|
|
$
|
877,205
|
|
$
|
920,566
|
|
Other Educational
|
|
|
33,381
|
|
|
28,785
|
|
|
64,976
|
|
|
60,020
|
|
Total Revenues
|
|
|
491,269
|
|
|
500,666
|
|
|
942,181
|
|
|
980,586
|
|
OPERATING COSTS AND EXPENSES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of Educational Services
|
|
|
242,997
|
|
|
240,244
|
|
|
484,732
|
|
|
479,697
|
|
Student Services and Administrative Expense
|
|
|
185,046
|
|
|
183,743
|
|
|
374,205
|
|
|
374,762
|
|
Gain on Sale of Assets
|
|
|
-
|
|
|
-
|
|
|
(1,918)
|
|
|
-
|
|
Restructuring Expenses
|
|
|
4,664
|
|
|
9,484
|
|
|
16,329
|
|
|
9,484
|
|
Total Operating Costs and Expenses
|
|
|
432,707
|
|
|
433,471
|
|
|
873,348
|
|
|
863,943
|
|
Operating Income
|
|
|
58,562
|
|
|
67,195
|
|
|
68,833
|
|
|
116,643
|
|
INTEREST (EXPENSE) INCOME:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest Income
|
|
|
310
|
|
|
230
|
|
|
893
|
|
|
791
|
|
Interest Expense
|
|
|
(1,052)
|
|
|
(759)
|
|
|
(2,052)
|
|
|
(2,250)
|
|
Net Interest (Expense) Income
|
|
|
(742)
|
|
|
(529)
|
|
|
(1,159)
|
|
|
(1,459)
|
|
Income from Continuing Operations Before
Income Taxes |
|
|
57,820
|
|
|
66,666
|
|
|
67,674
|
|
|
115,184
|
|
Income Tax Provision
|
|
|
(8,492)
|
|
|
(14,604)
|
|
|
(10,195)
|
|
|
(29,126)
|
|
Income from Continuing Operations
|
|
|
49,328
|
|
|
52,062
|
|
|
57,479
|
|
|
86,058
|
|
DISCONTINUED OPERATIONS (NOTE 3):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss from Operations of Divested Component
|
|
|
(1,387)
|
|
|
(1,290)
|
|
|
(17,711)
|
|
|
(4,948)
|
|
Income Tax Benefit
|
|
|
467
|
|
|
452
|
|
|
1,463
|
|
|
1,936
|
|
Loss on Discontinued Operations
|
|
|
(920)
|
|
|
(838)
|
|
|
(16,248)
|
|
|
(3,012)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET INCOME
|
|
|
48,408
|
|
|
51,224
|
|
|
41,231
|
|
|
83,046
|
|
Net Income Attributable to Non-controlling Interest
|
|
|
(253)
|
|
|
(938)
|
|
|
(208)
|
|
|
(771)
|
|
NET INCOME ATTRIBUTABLE TO
DEVRY EDUCATION GROUP INC. |
|
$
|
48,155
|
|
$
|
50,286
|
|
$
|
41,023
|
|
$
|
82,275
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
AMOUNTS ATTRIBUTABLE TO
DEVRY EDUCATION GROUP INC.: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from Continuing Operations, Net of Income Taxes
|
|
|
49,075
|
|
|
51,124
|
|
|
57,271
|
|
|
85,287
|
|
Loss from Discontinued Operations, Net of Income Taxes
|
|
|
(920)
|
|
|
(838)
|
|
|
(16,248)
|
|
|
(3,012)
|
|
NET INCOME ATTRIBUTABLE TO
DEVRY EDUCATION GROUP INC. |
|
$
|
48,155
|
|
$
|
50,286
|
|
$
|
41,023
|
|
$
|
82,275
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EARNINGS PER COMMON SHARE ATTRIBUTABLE TO DEVRY EDUCATION GROUP INC. SHAREHOLDERS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Continuing Operations
|
|
$
|
0.76
|
|
$
|
0.79
|
|
$
|
0.89
|
|
$
|
1.32
|
|
Discontinued Operations
|
|
|
(0.01)
|
|
|
(0.01)
|
|
|
(0.25)
|
|
|
(0.05)
|
|
|
|
$
|
0.75
|
|
$
|
0.78
|
|
$
|
0.64
|
|
$
|
1.27
|
|
Diluted:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Continuing Operations
|
|
$
|
0.75
|
|
$
|
0.79
|
|
$
|
0.88
|
|
$
|
1.32
|
|
Discontinued Operations
|
|
|
(0.01)
|
|
|
(0.01)
|
|
|
(0.25)
|
|
|
(0.05)
|
|
|
|
$
|
0.74
|
|
$
|
0.78
|
|
$
|
0.63
|
|
$
|
1.27
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash Dividends Declared per Common Share
|
|
$
|
0.17
|
|
$
|
0.17
|
|
$
|
0.17
|
|
$
|
0.17
|
|
4 | ||
|
|
For the Three Months
|
|
For the Six Months Ended
|
|
||||||||
|
|
Ended December 31,
|
|
December 31,
|
|
||||||||
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET INCOME
|
|
$
|
48,408
|
|
$
|
51,224
|
|
$
|
41,231
|
|
$
|
83,046
|
|
OTHER COMPREHENSIVE INCOME (LOSS),
NET OF TAX |
|
|
|
|
|
|
|
|
|
|
|
|
|
Currency Translation Loss
|
|
|
(8,030)
|
|
|
(1,279)
|
|
|
(8,654)
|
|
|
(869)
|
|
Change in Fair Value of Available -For- Sale Securities
|
|
|
62
|
|
|
(5)
|
|
|
182
|
|
|
62
|
|
COMPREHENSIVE INCOME
|
|
|
40,440
|
|
|
49,940
|
|
|
32,759
|
|
|
82,239
|
|
COMPREHENSIVE (INCOME) LOSS ATTRIBUTABLE
TO NON-CONTROLLING INTEREST |
|
|
60
|
|
|
(717)
|
|
|
153
|
|
|
(638)
|
|
COMPREHENSIVE INCOME ATTRIBUTABLE
TO DEVRY EDUCATION GROUP INC. |
|
$
|
40,500
|
|
$
|
49,223
|
|
$
|
32,912
|
|
$
|
81,601
|
|
5 | ||
|
|
For the Six Months
Ended December 31, |
|
||||
|
|
2013
|
|
2012
|
|
||
|
|
(Dollars in thousands)
|
|
||||
CASH FLOW FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
|
|
Net Income
|
|
$
|
41,231
|
|
$
|
83,046
|
|
Loss from Discontinued Operations
|
|
|
16,248
|
|
|
3,012
|
|
Adjustments to Reconcile Net Income to Net Cash Provided By Operating Activities:
|
|
|
|
|
|
|
|
Stock Based Compensation Expense
|
|
|
9,860
|
|
|
8,370
|
|
Depreciation
|
|
|
40,719
|
|
|
40,842
|
|
Amortization
|
|
|
3,590
|
|
|
5,019
|
|
Provision for Refunds and Uncollectible Accounts
|
|
|
37,274
|
|
|
40,777
|
|
Deferred Income Taxes
|
|
|
1,699
|
|
|
2,075
|
|
Loss on Disposal of Land, Building and Equipment
|
|
|
1,333
|
|
|
2,237
|
|
Unrealized Loss on Assets Held for Sale
|
|
|
244
|
|
|
6,250
|
|
Realized Gain on Sale of Assets
|
|
|
(1,918)
|
|
|
-
|
|
Changes in Assets and Liabilities, Net of Effects from Acquisition of Businesses:
|
|
|
|
|
|
|
|
Restricted Cash
|
|
|
(4,854)
|
|
|
(1,396)
|
|
Accounts Receivable
|
|
|
(17,170)
|
|
|
(62,674)
|
|
Prepaid Expenses and Other
|
|
|
1,338
|
|
|
29,040
|
|
Accounts Payable
|
|
|
7,592
|
|
|
(1,449)
|
|
Accrued Salaries, Wages, Benefits and Expenses
|
|
|
(23,279)
|
|
|
(11,590)
|
|
Deferred and Advance Tuition
|
|
|
(589)
|
|
|
42,332
|
|
Net Cash Provided by Operating Activities-Continuing Operations
|
|
|
113,318
|
|
|
185,891
|
|
Net Cash Used by Operating Activities- Discontinued Operations
|
|
|
(197)
|
|
|
(5,686)
|
|
NET CASH PROVIDED BY OPERATING ACTIVITIES
|
|
|
113,121
|
|
|
180,205
|
|
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
Capital Expenditures
|
|
|
(33,426)
|
|
|
(47,213)
|
|
Payment for Purchase of Businesses, Net of Cash Acquired
|
|
|
(12,343)
|
|
|
(31,386)
|
|
Marketable Securities Purchased
|
|
|
(106)
|
|
|
(82)
|
|
Cash Received on Sale of Assets
|
|
|
8,662
|
|
|
-
|
|
Net Cash Used in Investing Activities-Continuing Operations
|
|
|
(37,213)
|
|
|
(78,681)
|
|
Net Cash Used in Investing Activities- Discontinued Operations
|
|
|
-
|
|
|
(972)
|
|
NET CASH USED IN INVESTING ACTIVITIES
|
|
|
(37,213)
|
|
|
(79,653)
|
|
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
Proceeds from Exercise of Stock Options
|
|
|
3,576
|
|
|
1,139
|
|
Proceeds from Stock Issued Under Employee Stock Purchase Plan
|
|
|
708
|
|
|
756
|
|
Repurchase of Common Stock for Treasury
|
|
|
-
|
|
|
(38,567)
|
|
Cash Dividends Paid
|
|
|
(10,941)
|
|
|
(20,707)
|
|
Excess Tax Benefit from Stock-Based Payments
|
|
|
-
|
|
|
58
|
|
Payments of Seller Financed Debt
|
|
|
(2,138)
|
|
|
-
|
|
NET CASH USED IN FINANCING ACTIVITIES
|
|
|
(8,795)
|
|
|
(57,321)
|
|
Effects of Exchange Rate Differences
|
|
|
(2,223)
|
|
|
(1,048)
|
|
NET INCREASE IN CASH AND CASH EQUIVALENTS
|
|
|
64,890
|
|
|
42,183
|
|
Cash and Cash Equivalents at Beginning of Period
|
|
|
197,144
|
|
|
174,076
|
|
Cash and Cash Equivalents at End of Period
|
|
|
262,034
|
|
|
216,259
|
|
Less: Cash and Cash Equivalents of Discontinued Operations at End of Period
|
|
|
-
|
|
|
308
|
|
Cash and Cash Equivalents at End of Period
|
|
$
|
262,034
|
|
$
|
216,567
|
|
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
|
|
|
|
|
|
|
|
Cash Paid During the Period For:
|
|
|
|
|
|
|
|
Interest
|
|
$
|
698
|
|
$
|
527
|
|
Income Taxes, Net
|
|
|
8,074
|
|
|
4,458
|
|
Non-cash Investing and Financing Activity:
|
|
|
|
|
|
|
|
Accretion of Non-controlling Interest Put Option
|
|
|
4,913
|
|
|
(112)
|
|
6 | ||
7 | ||
|
|
Three Months Ended
December 31, |
|
Six Months Ended
December 31, |
|
||||||||
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
|
||||
Balance at Beginning of period
|
|
$
|
5,890
|
|
$
|
8,637
|
|
$
|
854
|
|
$
|
8,242
|
|
Net Income Attributable to Non-controlling Interest
|
|
|
253
|
|
|
938
|
|
|
208
|
|
|
771
|
|
Accretion of Non-controlling Interest Put Option
|
|
|
(168)
|
|
|
(674)
|
|
|
4,913
|
|
|
(112)
|
|
Balance at End of period
|
|
$
|
5,975
|
|
$
|
8,901
|
|
$
|
5,975
|
|
$
|
8,901
|
|
8 | ||
|
|
Three Months Ended
December 31, |
|
Six Months Ended
December 31, |
|
||||||||
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
|
||||
Weighted Average Shares Outstanding
|
|
|
63,282
|
|
|
63,456
|
|
|
63,170
|
|
|
63,851
|
|
Unvested Participating Restricted Shares
|
|
|
914
|
|
|
846
|
|
|
896
|
|
|
712
|
|
Basic Shares
|
|
|
64,196
|
|
|
64,302
|
|
|
64,066
|
|
|
64,563
|
|
Effect of Dilutive Stock Options
|
|
|
523
|
|
|
234
|
|
|
550
|
|
|
225
|
|
Diluted Shares
|
|
|
64,719
|
|
|
64,536
|
|
|
64,616
|
|
|
64,788
|
|
9 | ||
|
|
June 30,
|
|
December 31,
|
|
||
|
|
2013
|
|
2012
|
|
||
ASSETS:
|
|
|
|
|
|
|
|
Current Assets:
|
|
|
|
|
|
|
|
Cash and Cash Equivalents
|
|
$
|
568
|
|
$
|
(308)
|
|
Accounts Receivable, Net
|
|
|
12,050
|
|
|
21,336
|
|
Deferred Income Taxes, Net
|
|
|
2,757
|
|
|
168
|
|
Prepaid Expenses and Other
|
|
|
844
|
|
|
7,510
|
|
Total Current Assets of Divested Business
|
|
|
16,219
|
|
|
28,706
|
|
Land, Building and Equipment of Divested Business, Net
|
|
|
-
|
|
|
5,521
|
|
Other Assets:
|
|
|
|
|
|
|
|
Deferred Income Taxes, Net
|
|
|
2,602
|
|
|
498
|
|
Other Assets
|
|
|
3,185
|
|
|
220
|
|
Total Other Assets of Divested Business
|
|
|
5,787
|
|
|
718
|
|
Total Assets of Divested Business
|
|
$
|
22,006
|
|
$
|
34,945
|
|
LIABILITIES:
|
|
|
|
|
|
|
|
Current Liabilities:
|
|
|
|
|
|
|
|
Accounts Payable
|
|
$
|
178
|
|
$
|
286
|
|
Accrued Salaries, Wages and Benefits
|
|
|
482
|
|
|
436
|
|
Accrued Expenses
|
|
|
47
|
|
|
34
|
|
Deferred and Advance Tuition
|
|
|
6
|
|
|
774
|
|
Total Current Liabilities of Divested Business
|
|
|
713
|
|
|
1,530
|
|
Other Liabilities:
|
|
|
|
|
|
|
|
Deferred Rent and Other
|
|
|
112
|
|
|
-
|
|
Total Other Liabilities of Divested Business
|
|
|
112
|
|
|
-
|
|
Liabilities of Divested Business
|
|
$
|
825
|
|
$
|
1,530
|
|
10 | ||
|
|
For the Three Months
|
|
For the Six Months Ended
|
|
|||||||||
|
|
Ended December 31,
|
|
December 31,
|
|
|||||||||
|
|
2013
|
|
2012
|
|
2013
|
|
|
2012
|
|
||||
DISCONTINUED OPERATIONS:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss from Operations of Divested Component
|
|
$
|
(1,084)
|
|
$
|
(1,290)
|
|
$
|
(3,931)
|
|
|
$
|
(4,948)
|
|
Gain on Sale of Assets
|
|
|
372
|
|
|
-
|
|
|
372
|
|
|
|
-
|
|
Asset Impairment Charge (Note 5)
|
|
|
-
|
|
|
-
|
|
|
(13,477)
|
|
|
|
-
|
|
Restructuring Expense
|
|
|
(675)
|
|
|
-
|
|
|
(675)
|
|
|
|
-
|
|
|
|
|
(1,387)
|
|
|
(1,290)
|
|
|
(17,711)
|
|
|
|
(4,948)
|
|
Income Tax Benefit
|
|
|
467
|
|
|
452
|
|
|
1,463
|
|
|
|
1,936
|
|
Loss from Discontinued Operations, Net of Income Taxes
|
|
$
|
(920)
|
|
$
|
(838)
|
|
$
|
(16,248)
|
|
|
$
|
(3,012)
|
|
11 | ||
|
|
|
|
|
|
|
Weighted
|
|
|
|
|
|
|
|
|
|
|
|
Average
|
|
|
|
|
|
|
|
|
|
Weighted
|
|
Remaining
|
|
|
Aggregate
|
|
|
|
|
|
|
Average
|
|
Contractual
|
|
|
Intrinsic
|
|
|
|
Options
|
|
|
Exercise
|
|
Life in
|
|
|
Value
|
|
|
|
Outstanding
|
|
|
Price
|
|
Years
|
|
|
($000)
|
|
Outstanding at July 1, 2013
|
|
3,327,668
|
|
$
|
32.64
|
|
|
|
|
|
|
Options Granted
|
|
556,050
|
|
$
|
28.32
|
|
|
|
|
|
|
Options Exercised
|
|
(153,645)
|
|
$
|
22.67
|
|
|
|
|
|
|
Options Forfeited
|
|
(14,746)
|
|
$
|
24.48
|
|
|
|
|
|
|
Options Expired
|
|
(40,804)
|
|
$
|
40.21
|
|
|
|
|
|
|
Outstanding at December 31, 2013
|
|
3,674,523
|
|
$
|
32.37
|
|
6.28
|
|
$
|
25,465
|
|
Exercisable at December 31, 2013
|
|
2,246,701
|
|
$
|
35.82
|
|
4.71
|
|
$
|
11,742
|
|
|
|
|
|
|
|
|
Weighted
|
|
|
|
|
|
|
|
|
|
|
|
Average
|
|
|
|
|
|
|
Stock
|
|
|
Weighted
|
|
Remaining
|
|
|
Aggregate
|
|
|
|
Appreciation
|
|
|
Average
|
|
Contractual
|
|
|
Intrinsic
|
|
|
|
Rights
|
|
|
Exercise
|
|
Life in
|
|
|
Value
|
|
|
|
Outstanding
|
|
|
Price
|
|
Years
|
|
|
($000)
|
|
Outstanding at July 1, 2013
|
|
117,015
|
|
$
|
42.87
|
|
|
|
|
|
|
Rights Granted
|
|
1,050
|
|
$
|
28.32
|
|
|
|
|
|
|
Rights Exercised
|
|
-
|
|
$
|
-
|
|
|
|
|
|
|
Rights Canceled
|
|
-
|
|
$
|
-
|
|
|
|
|
|
|
Outstanding at December 31, 2013
|
|
118,065
|
|
$
|
42.74
|
|
6.20
|
|
$
|
94
|
|
Exercisable at December 31, 2013
|
|
85,855
|
|
$
|
45.25
|
|
5.20
|
|
$
|
22
|
|
|
|
Fiscal Year
|
|
|||
|
|
2013
|
|
|
2012
|
|
Expected Life (in Years)
|
|
6.58
|
|
|
6.63
|
|
Expected Volatility
|
|
43.76
|
%
|
|
43.67
|
%
|
Risk-free Interest Rate
|
|
2.16
|
%
|
|
1.03
|
%
|
Dividend Yield
|
|
0.90
|
%
|
|
0.61
|
%
|
Pre-vesting Forfeiture Rate
|
|
3.00
|
%
|
|
3.00
|
%
|
12 | ||
13 | ||
|
|
|
|
|
Weighted
|
|
|
|
Restricted
|
|
|
Average
|
|
|
|
Stock
|
|
|
Grant Date
|
|
|
|
Outstanding
|
|
|
Fair Value
|
|
Nonvested at July 1, 2013
|
|
1,058,443
|
|
$
|
27.03
|
|
Shares Granted
|
|
431,170
|
|
$
|
28.85
|
|
Shares Vested
|
|
(307,935)
|
|
$
|
31.53
|
|
Shares Canceled
|
|
(29,364)
|
|
$
|
27.70
|
|
Nonvested at December 31, 2013
|
|
1,152,314
|
|
$
|
26.49
|
|
|
|
For the Three Months
|
|
For the Six Months
|
|
||||||||
|
|
Ended December 31,
|
|
Ended December 31,
|
|
||||||||
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
|
||||
Cost of Educational Services
|
|
$
|
1,294
|
|
$
|
849
|
|
$
|
3,155
|
|
$
|
2,679
|
|
Student Services and Administrative Expense
|
|
|
2,750
|
|
|
1,805
|
|
|
6,705
|
|
|
5,691
|
|
Income Tax Benefit
|
|
|
(1,392)
|
|
|
(848)
|
|
|
(3,338)
|
|
|
(2,695)
|
|
Net Stock-Based Compensation Expense
|
|
$
|
2,652
|
|
$
|
1,806
|
|
$
|
6,522
|
|
$
|
5,675
|
|
14 | ||
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
|||
Cash and Cash Equivalents
|
|
$
|
262,034
|
|
$
|
-
|
|
$
|
-
|
|
Available for Sale Investments:
|
|
|
|
|
|
|
|
|
|
|
Marketable Securities, short-term
|
|
|
3,263
|
|
|
-
|
|
|
-
|
|
Favip Contingent Consideration
|
|
|
-
|
|
|
-
|
|
|
2,371
|
|
Total Financial Assets at Fair Value
|
|
$
|
265,297
|
|
$
|
-
|
|
$
|
2,371
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
|
||||||||
|
|
December 31,
|
|
December 31,
|
|
||||||||
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
|
||||
Balance at Beginning of Period
|
|
$
|
2,519
|
|
$
|
7,344
|
|
$
|
2,509
|
|
$
|
4,361
|
|
Total Realized Losses Included in Income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest Expense-ATC Accretion
|
|
|
-
|
|
|
71
|
|
|
-
|
|
|
140
|
|
Total Unrealized (Losses) Gains Included in AOCI:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign Currency Translation Changes
|
|
|
(148)
|
|
|
4
|
|
|
(138)
|
|
|
185
|
|
Transfers into Level 3:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Favip Contingent Consideration
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
2,733
|
|
Balance at End of Period
|
|
$
|
2,371
|
|
$
|
7,419
|
|
$
|
2,371
|
|
$
|
7,419
|
|
15 | ||
|
|
As of December 31,
|
|
||||
|
|
2013
|
|
2012
|
|
||
Gross Institutional Student Loans
|
|
$
|
62,187
|
|
$
|
55,108
|
|
|
|
|
|
|
|
|
|
Allowance for Credit Losses
|
|
|
(18,735)
|
|
|
(18,665)
|
|
|
|
|
|
|
|
|
|
Net Institutional Student Loans
|
|
$
|
43,452
|
|
$
|
36,443
|
|
|
|
As of December 31,
|
|
||||
|
|
2013
|
|
2012
|
|
||
Institutional Student Loans:
|
|
|
|
|
|
|
|
Performing
|
|
$
|
46,108
|
|
$
|
41,524
|
|
Nonperforming
|
|
|
16,079
|
|
|
13,584
|
|
Total Institutional Student Loans
|
|
$
|
62,187
|
|
$
|
55,108
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Greater
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
Than
|
|
|
|
|
|
|
|
Total
|
|
||||
|
30-59
|
|
60-89
|
|
|
90-119
|
|
120
|
|
|
|
|
|
|
|
Institutional
|
|
|||||||||
|
Days
|
|
Days
|
|
|
Days
|
|
Days
|
|
|
Total
|
|
|
|
|
Student
|
|
|||||||||
|
Past Due
|
|
Past Due
|
|
|
Past Due
|
|
Past Due
|
|
|
Past Due
|
|
Current
|
|
Loans
|
|
||||||||||
Institutional Student Loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2013
|
$
|
|
4,896
|
|
$
|
1,737
|
|
|
$
|
|
1,520
|
|
$
|
|
|
16,079
|
|
$
|
24,232
|
|
$
|
37,955
|
|
$
|
62,187
|
|
December 31, 2012
|
$
|
|
4,030
|
|
$
|
1,773
|
|
|
$
|
|
1,346
|
|
$
|
|
|
13,584
|
|
$
|
20,733
|
|
$
|
34,375
|
|
$
|
55,108
|
|
16 | ||
|
|
At July 1, 2013
|
|
|
Current Assets
|
|
$
|
4,699
|
|
Property and Equipment
|
|
|
2,037
|
|
Other Long-term Assets
|
|
|
167
|
|
Intangible Assets
|
|
|
17,723
|
|
Goodwill
|
|
|
8,238
|
|
Total Assets Acquired
|
|
|
32,864
|
|
Liabilities Assumed
|
|
|
16,801
|
|
Net Assets Acquired
|
|
$
|
16,063
|
|
|
|
At July 1, 2013
|
|
||||
|
|
Value
|
|
Estimated
|
|
||
|
|
Assigned
|
|
Useful Life
|
|
||
|
|
|
|
|
|
|
|
Clinical Agreement
|
|
$
|
583
|
|
|
15 years
|
|
17 | ||
|
|
At September 3,
|
|
|
|
|
2012
|
|
|
Current Assets
|
|
$
|
4,414
|
|
Property and Equipment
|
|
|
2,897
|
|
Other Long-term Assets
|
|
|
844
|
|
Intangible Assets
|
|
|
13,571
|
|
Goodwill
|
|
|
16,120
|
|
Total Assets Acquired
|
|
|
37,846
|
|
Liabilities Assumed
|
|
|
5,677
|
|
Net Assets Acquired
|
|
$
|
32,169
|
|
|
|
At September 3, 2012
|
|
||||
|
|
Value
|
|
Estimated
|
|
||
|
|
Assigned
|
|
Useful Lives
|
|
||
|
|
|
|
|
|
|
|
Student Relationships
|
|
$
|
2,257
|
|
|
5 years
|
|
Curriculum
|
|
|
79
|
|
|
2 years
|
|
18 | ||
|
|
As of December 31, 2013
|
|
|
|
||||
|
|
Gross
Carrying Amount |
|
Accumulated
Amortization |
|
Weighted Avg.
Amortization Period |
|
||
Amortizable Intangible Assets:
|
|
|
|
|
|
|
|
|
|
Student Relationships
|
|
$
|
80,971
|
|
$
|
(76,814)
|
|
(a)
|
|
Customer Relationships
|
|
|
3,630
|
|
|
(922)
|
|
12 Years
|
|
Non-compete Agreements
|
|
|
2,521
|
|
|
(1,910)
|
|
(b)
|
|
Curriculum/Software
|
|
|
5,648
|
|
|
(4,545)
|
|
5 Years
|
|
Outplacement Relationships
|
|
|
3,900
|
|
|
(1,374)
|
|
15 Years
|
|
Clinical Agreements
|
|
|
550
|
|
|
(18)
|
|
15 Years
|
|
Trade Names
|
|
|
5,699
|
|
|
(4,823)
|
|
(c)
|
|
Total
|
|
$
|
102,919
|
|
$
|
(90,406)
|
|
|
|
Indefinite-lived Intangible Assets:
|
|
|
|
|
|
|
|
|
|
Trade Names
|
|
$
|
40,617
|
|
|
|
|
|
|
Trademark
|
|
|
1,645
|
|
|
|
|
|
|
Ross Title IV Eligibility and Accreditations
|
|
|
14,100
|
|
|
|
|
|
|
Intellectual Property
|
|
|
13,940
|
|
|
|
|
|
|
Chamberlain Title IV Eligibility and Accreditations
|
|
|
1,200
|
|
|
|
|
|
|
Carrington Title IV Eligibility and Accreditations
|
|
|
67,200
|
|
|
|
|
|
|
AUC Title IV Eligibility and Accreditations
|
|
|
100,000
|
|
|
|
|
|
|
DeVry Brasil Accreditation
|
|
|
42,505
|
|
|
|
|
|
|
Total
|
|
$
|
281,207
|
|
|
|
|
|
|
(a)
|
The total weighted average estimated amortization period for Student Relationships is 5 years for DeVry Brasil (Fanor, Ruy Barbosa and Area 1), 6 years for Faculdade Boa Viagem ("FBV"), 5 years for Favip and 4 years for AUC. All other Student Relationships are fully amortized at December 31, 2013.
|
(b)
|
The total weighted average estimated amortization period for Non-compete Agreements is 5 years for Becker Physician Review. All other Non-compete Agreements are fully amortized at December 31, 2013.
|
(c)
|
The total weighted average estimated amortization period for Trade Names is 8.5 years for DeVry Brasil (Fanor, Ruy Barbosa and Area 1). All other Trade Names are fully amortized at December 31, 2013.
|
19 | ||
|
|
As of December 31, 2012
|
|
||||
|
|
Gross
Carrying Amount |
|
Accumulated
Amortization |
|
||
Amortizable Intangible Assets:
|
|
|
|
|
|
|
|
Student Relationships
|
|
$
|
82,562
|
|
$
|
(71,803)
|
|
Customer Relationships
|
|
|
3,569
|
|
|
(549)
|
|
Non-compete Agreements
|
|
|
2,516
|
|
|
(1,700)
|
|
Curriculum/Software
|
|
|
5,689
|
|
|
(3,936)
|
|
Outplacement Relationships
|
|
|
3,900
|
|
|
(1,114)
|
|
Trade Names
|
|
|
6,048
|
|
|
(4,644)
|
|
Total
|
|
|
104,284
|
|
|
(83,746)
|
|
|
|
|
|
|
|
|
|
Indefinite-lived Intangible Assets:
|
|
|
|
|
|
|
|
Trade Names
|
|
$
|
39,198
|
|
|
|
|
Trademark
|
|
|
1,645
|
|
|
|
|
Ross Title IV Eligibility and Accreditations
|
|
|
14,100
|
|
|
|
|
Intellectual Property
|
|
|
13,940
|
|
|
|
|
Chamberlain Title IV Eligibility and Accreditations
|
|
|
1,200
|
|
|
|
|
Carrington Title IV Eligibility and Accreditations
|
|
|
71,100
|
|
|
|
|
AUC Title IV Eligibility and Accreditations
|
|
|
100,000
|
|
|
|
|
DeVry Brasil Accreditation
|
|
|
32,456
|
|
|
|
|
Total
|
|
$
|
273,639
|
|
|
|
|
Fiscal
Year |
|
AUC
|
|
Becker
|
|
DeVry
Brasil |
|
Carrington
|
|
Total
|
|
|||||
2014
|
|
$
|
3,347
|
|
$
|
947
|
|
$
|
1,888
|
|
$
|
295
|
|
$
|
6,477
|
|
2015
|
|
|
387
|
|
|
939
|
|
|
1,074
|
|
|
260
|
|
|
2,660
|
|
2016
|
|
|
-
|
|
|
931
|
|
|
681
|
|
|
260
|
|
|
1,872
|
|
2017
|
|
|
-
|
|
|
635
|
|
|
331
|
|
|
260
|
|
|
1,226
|
|
2018
|
|
|
-
|
|
|
363
|
|
|
190
|
|
|
260
|
|
|
813
|
|
Thereafter
|
|
|
-
|
|
|
1,142
|
|
|
482
|
|
|
1,356
|
|
|
2,980
|
|
20 | ||
Fiscal
|
|
|
|
|
|
|
|
|
|
Year
|
|
AUC
|
|
DeVry Brasil
|
|
FBV
|
|
Favip
|
|
2009
|
|
-
|
|
8.3%
|
|
-
|
|
-
|
|
2010
|
|
-
|
|
30.3%
|
|
-
|
|
-
|
|
2011
|
|
-
|
|
24.7%
|
|
-
|
|
-
|
|
2012
|
|
38.0%
|
|
19.8%
|
|
11.9%
|
|
-
|
|
2013
|
|
38.5%
|
|
13.6%
|
|
33.7%
|
|
27.6%
|
|
2014
|
|
21.6%
|
|
3.3%
|
|
25.9%
|
|
32.2%
|
|
2015
|
|
1.9%
|
|
-
|
|
16.7%
|
|
23.0%
|
|
2016
|
|
-
|
|
-
|
|
9.0%
|
|
13.2%
|
|
2017
|
|
-
|
|
-
|
|
2.6%
|
|
4.0%
|
|
2018
|
|
-
|
|
-
|
|
0.2%
|
|
-
|
|
21 | ||
⋅
|
Sharpening DeVry University’s value proposition, which is educational quality, career outcomes and exceptional student support;
|
⋅
|
Aligning the cost structure with enrollment levels; and
|
⋅
|
Strategic use of scholarships to attract new students and improve student persistence.
|
22 | ||
Reporting Unit
|
|
As of
December 31, 2013 |
|
|
DeVry University
|
|
$
|
22,196
|
|
Becker Professional Review
|
|
|
33,056
|
|
Ross University
|
|
|
237,174
|
|
Chamberlain College of Nursing
|
|
|
4,716
|
|
Carrington Colleges Group
|
|
|
98,784
|
|
American University of the Caribbean
|
|
|
68,321
|
|
DeVry Brasil
|
|
|
50,510
|
|
Total
|
|
$
|
514,757
|
|
Reporting Segment:
|
|
As of
December 31, 2013 |
|
|
Business, Technology and Management
|
|
$
|
22,196
|
|
Medical and Healthcare
|
|
|
408,994
|
|
International and Professional Education
|
|
|
83,567
|
|
Total
|
|
$
|
514,757
|
|
|
|
Business,
Technology and Management |
|
Medical and
Healthcare |
|
International
and Professional Education |
|
Total
|
|
||||
Balance at June 30, 2013
|
|
$
|
22,196
|
|
$
|
408,994
|
|
$
|
77,747
|
|
$
|
508,937
|
|
Acquisitions
|
|
|
-
|
|
|
-
|
|
|
8,238
|
|
|
8,238
|
|
Foreign currency exchange rate changes and other
|
|
|
-
|
|
|
-
|
|
|
(2,418)
|
|
|
(2,418)
|
|
Balance at December 31, 2013
|
|
$
|
22,196
|
|
$
|
408,994
|
|
$
|
83,567
|
|
$
|
514,757
|
|
23 | ||
Reporting Unit:
|
|
As of
December 31, 2013 |
|
|
DeVry University
|
|
$
|
1,645
|
|
Becker Professional Review
|
|
|
27,912
|
|
Ross University
|
|
|
19,200
|
|
Chamberlain College of Nursing
|
|
|
1,200
|
|
Carrington Colleges Group
|
|
|
67,200
|
|
American University of the Caribbean
|
|
|
117,100
|
|
DeVry Brasil
|
|
|
46,950
|
|
Total
|
|
$
|
281,207
|
|
|
|
Six months ended
|
|
||||
|
|
December 31,
|
|
||||
|
|
2013
|
|
2012
|
|
||
Liability balance at Beginning of Period
|
|
$
|
13.2
|
|
$
|
5.6
|
|
Increase in liability (separation and other charges)
|
|
|
15.3
|
|
|
0.7
|
|
Reduction in liability (payments and adjustments)
|
|
|
(10.6)
|
|
|
(5.8)
|
|
Liability balance at End of Period
|
|
$
|
17.9
|
|
$
|
0.5
|
|
24 | ||
25 | ||
26 | ||
27 | ||
|
|
For the Three Months Ended
December 31, |
|
For the Six Months Ended
December 31, |
|
||||||||
Revenues:
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
|
||||
Business, Technology and Management
|
|
$
|
239,913
|
|
$
|
280,239
|
|
$
|
472,222
|
|
$
|
564,853
|
|
Medical and Healthcare
|
|
|
190,447
|
|
|
167,746
|
|
|
366,303
|
|
|
326,103
|
|
International and Professional Education
|
|
|
61,430
|
|
|
52,681
|
|
|
105,151
|
|
|
89,630
|
|
Intersegment Revenues
|
|
|
(521)
|
|
|
-
|
|
|
(1,495)
|
|
|
-
|
|
Total Consolidated Revenues
|
|
$
|
491,269
|
|
$
|
500,666
|
|
$
|
942,181
|
|
$
|
980,586
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating Income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Business, Technology and Management
|
|
$
|
9,947
|
|
$
|
38,835
|
|
$
|
(1,114)
|
|
$
|
64,405
|
|
Medical and Healthcare
|
|
|
35,311
|
|
|
26,705
|
|
|
60,827
|
|
|
51,887
|
|
International and Professional Education
|
|
|
16,409
|
|
|
15,226
|
|
|
17,489
|
|
|
18,576
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reconciling Items:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization Expense
|
|
|
(1,612)
|
|
|
(2,412)
|
|
|
(3,261)
|
|
|
(4,690)
|
|
Depreciation and Other
|
|
|
(1,493)
|
|
|
(11,159)
|
|
|
(5,108)
|
|
|
(13,535)
|
|
Total Consolidated Operating Income
|
|
$
|
58,562
|
|
$
|
67,195
|
|
$
|
68,833
|
|
$
|
116,643
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest Income (Expense):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest Income
|
|
$
|
310
|
|
$
|
230
|
|
$
|
893
|
|
$
|
791
|
|
Interest Expense
|
|
|
(1,052)
|
|
|
(759)
|
|
|
(2,052)
|
|
|
(2,250)
|
|
Net Interest Income (Expense)
|
|
|
(742)
|
|
|
(529)
|
|
|
(1,159)
|
|
|
(1,459)
|
|
Total Consolidated Income from Continuing
Operations Before Income Taxes |
|
$
|
57,820
|
|
$
|
66,666
|
|
$
|
67,674
|
|
$
|
115,184
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Business, Technology and Management
|
|
$
|
341,167
|
|
$
|
380,295
|
|
$
|
341,167
|
|
$
|
380,295
|
|
Medical and Healthcare
|
|
|
1,100,815
|
|
|
1,098,022
|
|
|
1,100,815
|
|
|
1,098,022
|
|
International and Professional Education
|
|
|
282,102
|
|
|
249,863
|
|
|
282,102
|
|
|
249,863
|
|
Corporate
|
|
|
165,029
|
|
|
151,827
|
|
|
165,029
|
|
|
151,827
|
|
Assets of Divested Business
|
|
|
-
|
|
|
34,777
|
|
|
-
|
|
|
34,777
|
|
Total Consolidated Assets
|
|
$
|
1,889,113
|
|
$
|
1,914,784
|
|
$
|
1,889,113
|
|
$
|
1,914,784
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additions to Long-lived Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Business, Technology and Management
|
|
$
|
3,904
|
|
$
|
11,575
|
|
$
|
7,854
|
|
$
|
24,219
|
|
Medical and Healthcare
|
|
|
4,632
|
|
|
6,889
|
|
|
18,928
|
|
|
12,456
|
|
International and Professional Education
|
|
|
1,684
|
|
|
3,347
|
|
|
31,541
|
|
|
36,575
|
|
Corporate
|
|
|
1,025
|
|
|
1,629
|
|
|
3,100
|
|
|
6,557
|
|
Total Consolidated Additions to Long-lived Assets
|
|
$
|
11,245
|
|
$
|
23,440
|
|
$
|
61,423
|
|
$
|
79,807
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reconciliation to Consolidated Financial Statements
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital Expenditures
|
|
|
11,245
|
|
$
|
21,592
|
|
$
|
33,426
|
|
$
|
47,214
|
|
Increase in Capital Assets from Acquisitions
|
|
|
-
|
|
|
-
|
|
|
2,037
|
|
|
2,897
|
|
Increase in Intangible Assets and Goodwill
|
|
|
-
|
|
|
1,848
|
|
|
25,960
|
|
|
29,696
|
|
Total Increase in Consolidated Long-lived Assets
|
|
$
|
11,245
|
|
$
|
23,440
|
|
$
|
61,423
|
|
$
|
79,807
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation Expense:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Business, Technology and Management
|
|
$
|
11,076
|
|
$
|
11,052
|
|
$
|
21,911
|
|
$
|
21,892
|
|
Medical and Healthcare
|
|
|
6,474
|
|
|
6,350
|
|
|
12,621
|
|
|
12,090
|
|
International and Professional Education
|
|
|
566
|
|
|
1,275
|
|
|
1,114
|
|
|
2,379
|
|
Corporate
|
|
|
2,623
|
|
|
2,339
|
|
|
5,073
|
|
|
4,481
|
|
Total Consolidated Depreciation
|
|
$
|
20,739
|
|
$
|
21,016
|
|
$
|
40,719
|
|
$
|
40,842
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Intangible Asset Amortization Expense:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Medical and Healthcare
|
|
$
|
902
|
|
$
|
1,347
|
|
$
|
1,844
|
|
$
|
2,695
|
|
International and Professional Education
|
|
|
710
|
|
|
1,065
|
|
|
1,417
|
|
|
1,995
|
|
Total Consolidated Amortization
|
|
$
|
1,612
|
|
$
|
2,412
|
|
$
|
3,261
|
|
$
|
4,690
|
|
28 | ||
|
|
For the Three Months Ended
December 31, |
|
For the Six Months Ended
December 31, |
|
||||||||
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
|
||||
Revenue from Unaffiliated Customers:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Domestic Operations
|
|
$
|
368,271
|
|
$
|
391,406
|
|
$
|
718,388
|
|
$
|
781,545
|
|
International Operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dominica, St. Kitts and St. Maarten
|
|
|
86,388
|
|
|
78,766
|
|
|
161,895
|
|
|
148,583
|
|
Brazil
|
|
|
32,905
|
|
|
25,584
|
|
|
56,426
|
|
|
42,900
|
|
Other
|
|
|
3,705
|
|
|
4,910
|
|
|
5,472
|
|
|
7,558
|
|
Total International
|
|
|
122,998
|
|
|
109,260
|
|
|
223,793
|
|
|
199,041
|
|
Consolidated
|
|
$
|
491,269
|
|
$
|
500,666
|
|
$
|
942,181
|
|
$
|
980,586
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-lived Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Domestic Operations
|
|
$
|
391,922
|
|
$
|
417,041
|
|
$
|
391,922
|
|
$
|
417,041
|
|
International Operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dominica, St. Kitts and St. Maarten
|
|
|
168,249
|
|
|
137,146
|
|
|
168,249
|
|
|
137,146
|
|
Brazil
|
|
|
44,485
|
|
|
41,627
|
|
|
44,485
|
|
|
41,627
|
|
Other
|
|
|
235
|
|
|
1,584
|
|
|
235
|
|
|
1,584
|
|
Total International
|
|
|
212,968
|
|
|
180,357
|
|
|
212,968
|
|
|
180,357
|
|
Long-lived Assets of Business Held for Sale
|
|
|
-
|
|
|
6,239
|
|
|
-
|
|
|
6,239
|
|
Consolidated
|
|
$
|
604,891
|
|
$
|
603,637
|
|
$
|
604,891
|
|
$
|
603,637
|
|
29 | ||
30 | ||
|
·
|
During the second quarter of fiscal year 2014, DeVry Education Group Inc. changed its name from DeVry Inc. This change was made to better reflect the growth and diversity of the organization.
|
|
|
|
|
·
|
DeVry Group made solid progress in aligning its cost structure with its enrollments. Management expects it will achieve $75 million in total expense savings in fiscal year 2014 at the institutions in transition (DeVry University, Carrington College and Carrington College California (collectively “Carrington”)).
|
|
|
|
|
·
|
During the second quarter of fiscal year 2014, DeVry Group recorded pre-tax restructuring charges totaling $4.7 million. These restructuring actions were made to align cost structure with enrollments primarily at Carrington and the DeVry Group home office.
|
|
|
|
|
·
|
The assets of Advanced Academics Inc. (“AAI”) were divested in December 2013 and the operating results for AAI are disclosed as “discontinued operations” in the Consolidated Statements of Income. The fiscal year 2014 second quarter pre-tax loss on discontinued operations was $1.4 million. The assets of AAI were written down to their fair market value as of September 30, 2013.
|
|
|
|
|
·
|
For the November 2013 session, total student enrollments at Chamberlain College of Nursing (“Chamberlain”) increased 28.5% to a record 15,732 students as compared to the same term last year. Chamberlain continues to invest in its programs, student services and campus locations.
|
|
|
|
|
·
|
Carrington College of California obtained conditional approval to add the campuses of Carrington College to its existing campus network from its accreditor, the Accrediting Commission for Community and Junior Colleges, Western Association of Schools and Colleges.
|
|
|
|
|
·
|
DeVry Group’s financial position remained strong, generating $113.1 million of operating cash flow during the first six months of fiscal year 2014. As of December 31, 2013, cash and cash equivalents totaled $262.0 million and there were no outstanding borrowings.
|
31 | ||
|
|
For the Three Months
|
|
For the Six Months
|
|
||||||||
|
|
Ended December 31,
|
|
Ended December 31,
|
|
||||||||
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
|
||||
Net Income
|
|
$
|
48,155
|
|
$
|
50,286
|
|
$
|
41,023
|
|
$
|
82,275
|
|
Earnings per Share (diluted)
|
|
$
|
0.74
|
|
$
|
0.78
|
|
$
|
0.63
|
|
$
|
1.27
|
|
Discontinued Operations (net of tax)
|
|
$
|
920
|
|
$
|
838
|
|
$
|
16,248
|
|
$
|
3,012
|
|
Earnings per Share (diluted)
|
|
$
|
0.01
|
|
$
|
0.01
|
|
$
|
0.25
|
|
$
|
0.05
|
|
Restructuring Charges (net of tax)
|
|
$
|
2,877
|
|
$
|
5,940
|
|
$
|
10,057
|
|
$
|
5,940
|
|
Effect on Earnings per Share (diluted)
|
|
$
|
0.04
|
|
$
|
0.09
|
|
$
|
0.16
|
|
$
|
0.09
|
|
Gain on Sale of Assets (net of tax)
|
|
$
|
-
|
|
$
|
-
|
|
$
|
(1,167)
|
|
$
|
-
|
|
Effect on Earnings per Share (diluted)
|
|
$
|
-
|
|
$
|
-
|
|
$
|
(0.02)
|
|
$
|
-
|
|
Net Income from Continuing Operations Excluding the Restructuring
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses and Gain on Sale of Assets (net of tax)
|
|
$
|
51,952
|
|
$
|
57,064
|
|
$
|
66,161
|
|
$
|
91,227
|
|
Earnings per Share from Continuing Operations Excluding the Restructuring Expenses and Gain on Sale of Assets (net of tax)
|
|
$
|
0.80
|
|
$
|
0.88
|
|
$
|
1.02
|
|
$
|
1.41
|
|
32 | ||
|
|
For the Three
Months Ended December 31, |
|
|
For the Six
Months Ended December 31, |
|
||||||||||
|
|
2013
|
|
|
2012
|
|
|
2013
|
|
|
2012
|
|
||||
Revenues
|
|
|
100.0
|
%
|
|
|
100.0
|
%
|
|
|
100.0
|
%
|
|
|
100.0
|
%
|
Cost of Educational Services
|
|
|
49.5
|
%
|
|
|
48.0
|
%
|
|
|
51.4
|
%
|
|
|
48.9
|
%
|
Student Services and Administrative Expense
|
|
|
37.7
|
%
|
|
|
36.7
|
%
|
|
|
39.7
|
%
|
|
|
38.2
|
%
|
Gain on Sale of Assets
|
|
|
-
|
|
|
|
-
|
|
|
|
(0.2)
|
%
|
|
|
-
|
|
Restructuring Charges
|
|
|
0.9
|
%
|
|
|
1.9
|
%
|
|
|
1.7
|
%
|
|
|
1.0
|
%
|
Total Operating Costs and Expense
|
|
|
88.1
|
%
|
|
|
86.6
|
%
|
|
|
92.7
|
%
|
|
|
88.1
|
%
|
Operating Income from Continuing Operations
|
|
|
11.9
|
%
|
|
|
13.4
|
%
|
|
|
7.3
|
%
|
|
|
11.9
|
%
|
Net Interest (Expense) Income
|
|
|
(0.2)
|
%
|
|
|
(0.1)
|
%
|
|
|
(0.1)
|
%
|
|
|
(0.1)
|
%
|
Income From Continuing Operations Before Non-controlling
Interest and Income Taxes |
|
|
11.8
|
%
|
|
|
13.3
|
%
|
|
|
7.2
|
%
|
|
|
11.7
|
%
|
Income Tax Provision
|
|
|
(1.7)
|
%
|
|
|
(2.9)
|
%
|
|
|
(1.1)
|
%
|
|
|
(3.0)
|
%
|
Income From Continuing Operations Before Non-controlling
Interest |
|
|
10.0
|
%
|
|
|
10.4
|
%
|
|
|
6.1
|
%
|
|
|
8.8
|
%
|
Loss on Discontinued Operations, Net of Tax
|
|
|
(0.2)
|
%
|
|
|
(0.2)
|
%
|
|
|
(1.7)
|
%
|
|
|
(0.3)
|
%
|
Net Income
|
|
|
9.9
|
%
|
|
|
10.2
|
%
|
|
|
4.4
|
%
|
|
|
8.5
|
%
|
Net Income Attributable to Non-controlling Interest
|
|
|
(0.1)
|
%
|
|
|
(0.2)
|
%
|
|
|
0.0
|
%
|
|
|
(0.1)
|
%
|
Net Income Attributable to DeVry Education Group Inc.
|
|
|
9.8
|
%
|
|
|
10.0
|
%
|
|
|
4.4
|
%
|
|
|
8.4
|
%
|
33 | ||
|
·
|
Decreased by 24.7% from July 2012 (7,532 students) to July 2013 (5,674 students);
|
|
|
|
|
·
|
Increased by 0.1% from September 2012 (6,580 students) to September 2013 (6,589 students);
|
|
|
|
|
·
|
Decreased by 12.0% from November 2012 (5,482 students) to November 2013 (4,824 students); and
|
|
|
|
|
·
|
Decreased by 7.9% from January 2013 (5,330 students) to January 2014 (4,911 students),
|
|
·
|
Decreased by 16.1% from July 2012 (50,503 students) to July 2013 (42,374 students);
|
|
|
|
|
·
|
Decreased by 16.3% from September 2012 (56,086 students) to September 2013 (46,966 students);
|
|
|
|
|
·
|
Decreased by 11.7% from November 2012 (49,515 students) to November 2013 (43,726 students): and
|
|
|
|
|
·
|
Decreased by 15.1% from January 2013 (53,138 students) to January 2014 (45,097 students).
|
|
·
|
Decreased by 18.0% from the July 2012 session (19,635 coursetakers) to the July 2013 session (16,107 coursetakers); and
|
|
|
|
|
·
|
Decreased by 18.8% from the September 2012 session (22,072 coursetakers) to the September 2013 session (17,925 coursetakers).
|
|
|
|
|
·
|
Decreased by 14.1% from the November 2012 session (19,540 coursetakers) to the November 2013 session (16,778 coursetakers).
|
|
|
|
|
·
|
Decreased by 18.0% from the January 2013 session (21,131 coursetakers) to the January 2014 session (17,322 coursetakers).
|
|
·
|
Effective July 2013, DeVry University froze both undergraduate and graduate tuition rates for the school year which ends in June 2014. Management believes this will increase interest from potential students and positively impact persistence among its current students.
|
|
|
|
|
·
|
DeVry University’s U.S. undergraduate tuition is $609 per credit hour for students enrolling in one to six credit hours per session. Tuition is $365 per credit hour for each credit hour in excess of six credit hours. These amounts do not include the cost of books, supplies, transportation and living expenses.
|
|
|
|
|
·
|
Keller Graduate School of Management program tuition per course is $2,298.
|
|
·
|
Sharpening DeVry University’s value proposition which is educational quality, career outcomes and exceptional student support;
|
|
·
|
Aligning the cost structure with enrollment levels; and
|
|
·
|
Strategic use of scholarships to attract new students and improve student persistence.
|
34 | ||
|
·
|
Decreased by 19.4% from May 2012 (643 students) to May 2013 (518 students);
|
|
|
|
|
·
|
Increased by 5.7% from September 2012 (925 students) to September 2013 (978 students); and
|
|
|
|
|
·
|
Decreased by 3.5% from January 2013 (603 students) to January 2014 (582 students).
|
|
·
|
Decreased by 2.4% from May 2012 (5,944 students) to May 2013 (5,800 students);
|
|
|
|
|
·
|
Increased by 4.0% from September 2012 (6,209 students) to September 2013 (6,458 students); and
|
|
|
|
|
·
|
Increased by 5.6% from January 2013 (6,318 students) to January 2014 (6,673 students).
|
|
·
|
Decreased by 34.9% from July 2012 (1,974 students) to July 2013 (1,285 students);
|
|
|
|
|
·
|
Increased by 108.0% from September 2012 (1,625 students) to September 2013 (3,380 students);
|
|
|
|
|
·
|
Decreased by 8.0% from November 2012 (2,121 students) to November 2013 (1,952 students); and
|
|
|
|
|
·
|
Increased by 65.1% from January 2013 (2,120 students) to January 2014 (3,501 students).
|
35 | ||
|
·
|
Increased by 16.5% from July 2012 (10,852 students) to July 2013 (12,648 students);
|
|
|
|
|
·
|
Increased by 30.2% from September 2012 (12,050 students) to September 2013 (15,690 students);
|
|
|
|
|
·
|
Increased by 28.5% from November 2012 (12,247 students) to November 2013 (15,732 students); and
|
|
|
|
|
·
|
Increased by 32.2% from January 2013 (13,714 students) to January 2014 (18,136 students).
|
|
·
|
Decreased by 1.5% from June 2012 (1,632 students) to June 2013 (1,607 students);
|
|
|
|
|
·
|
Decreased by 19.5% from September 2012 (3,396 students) to September 2013 (2,733 students);
|
|
|
|
|
·
|
Decreased by 3.2% from December 2012 (1,763 students) to December 2013 (1,706 students).
|
|
·
|
Increased by 9.6% from June 2012 (6,486 students) to June 2013 (7,111 students);
|
|
|
|
|
·
|
Increased by 1.0% from September 2012 (7,628 students) to September 2013 (7,706 students); and
|
|
|
|
|
·
|
Decreased by 0.6% from December 2012 (7,405 students) to December 2013 (7,358 students).
|
|
·
|
Effective September 2013, tuition and fees for the basic sciences portion of the programs at the Ross University School of Medicine and Ross University School of Veterinary Medicine are $18,825 and $17,725, respectively, per semester. Tuition and fees for the clinical portion of the programs are $20,775 per semester for the medical school, and $22,250 per semester for the veterinary school. These tuition rates represent an increase from September 2012 rates of 6.5% for the medical school and 5.5% for the veterinary school. These amounts do not include the cost of books, supplies, transportation, and living expenses.
|
|
|
|
|
·
|
Effective September 2013, tuition and fees for the basic sciences and clinical rotation portions of AUC’s medical program are $18,975 and $21,250, respectively, per semester. These tuition rates represent an increase from the September 2012 rates of approximately 5.9%.
|
|
|
|
|
·
|
Effective July 2013, tuition is $665 per credit hour for students enrolling one to six credit hours per session in the Chamberlain Bachelor of Science in Nursing (BSN) (onsite), Associate Degree in Nursing (ADN) and Licensed Practical Nurse to Registered Nurse (LPN-to-RN) programs. This rate is unchanged as compared to the prior year. Tuition is $200 per credit hour per session for each credit hour in excess of six credit hours. This excess credit hour rate represents a $100 increase as compared to the prior year. These amounts do not include the cost of books, supplies, transportation and living expenses.
|
|
|
|
|
·
|
Effective July 2013, tuition is $590 per credit hour for students enrolled in the Chamberlain Registered Nurse to Bachelor of Science in Nursing (RN-to-BSN) online degree program. This tuition rate is unchanged from the July 2012 tuition rate. Tuition for students enrolled in the online Master of Science in Nursing (MSN) program is $650 per credit hour, which is unchanged from the prior year.
|
|
|
|
|
·
|
On a per credit hour basis, tuition for the Carrington College and Carrington College California programs ranges from $254 per credit hour to $1,651 per credit hour, with the wide range due to the nature of the programs. General Education courses are charged at $325 per credit hour at Carrington College, and $364 per credit hour at Carrington College California. Students are charged a non-refundable registration fee of $100, and they are also charged separately for books and special (program specific) supplies and/or testing. A student services fee ranging from $75 to $150 is charged at Carrington College and Carrington College California as well, depending on the program. Total program tuition at each institution ranges from approximately $13,000 for certificate programs to over $60,000 for some advanced programs.
|
36 | ||
|
·
|
Decreased by 9.4% from September 2012 (4,179 students) to September 2013 (3,785 students). The acquisition of Facid accounted for 309 new students. Excluding the impact of the Facid acquisition, new student enrollments decreased by 16.8%.
|
|
·
|
Increased by 11.4% from September 2012 (26,343 students) to September 2013 (29,340 students). The acquisition of Facid accounted for 2,582 new students. Excluding the impact of the Facid acquisition, total student enrollments increased by 1.6%.
|
37 | ||
38 | ||
39 | ||
40 | ||
|
|
Fiscal Year
|
|
|||
|
|
2013
|
|
|
2012
|
|
Funding Source:
|
|
|
|
|
|
|
Federal Assistance (Title IV) Program Funding (Grants and Loans)
|
|
66
|
%
|
|
69
|
%
|
State Grants
|
|
1
|
%
|
|
1
|
%
|
Private Loans
|
|
1
|
%
|
|
1
|
%
|
Student accounts, cash payments, private scholarships,
employer and military provided tuition assistance and other |
|
32
|
%
|
|
29
|
%
|
Total
|
|
100
|
%
|
|
100
|
%
|
41 | ||
|
|
Fiscal Year
|
|
|||
|
|
2013
|
|
|
2012
|
|
DeVry University:
|
|
|
|
|
|
|
Undergraduate
|
|
72
|
%
|
|
75
|
%
|
Graduate
|
|
70
|
%
|
|
73
|
%
|
Ross University School of Medicine
|
|
80
|
%
|
|
80
|
%
|
Ross University School of Veterinary Medicine
|
|
87
|
%
|
|
89
|
%
|
Chamberlain College of Nursing
|
|
66
|
%
|
|
66
|
%
|
Carrington College
|
|
79
|
%
|
|
80
|
%
|
Carrington College California
|
|
81
|
%
|
|
81
|
%
|
American University of the Caribbean School of Medicine
|
|
80
|
%
|
|
81
|
%
|
42 | ||
43 | ||
44 | ||
45 | ||
46 | ||
47 | ||
|
|
|
|
|
|
|
Total Number
|
|
|
|
|
|
|
|
|
|
|
|
of Shares
|
|
Approximate Dollar
|
|
|
|
|
|
|
|
|
|
Purchased as
|
|
Value of Shares that
|
|
|
|
|
|
|
|
|
|
Part of Publicly
|
|
May Yet Be
|
|
|
|
|
|
|
|
|
|
Announced
|
|
Purchased Under the
|
|
|
|
|
Total Number of
|
|
Average Price
|
|
Plans or
|
|
Plans or Programs
|
|
||
Period
|
|
Shares Purchased
|
|
Paid per Share
|
|
Programs (1)
|
|
(1)
|
|
||
October 2013
|
|
-
|
|
$
|
-
|
|
-
|
|
$
|
-
|
|
November 2013
|
|
-
|
|
$
|
-
|
|
-
|
|
|
-
|
|
December 2013
|
|
-
|
|
$
|
-
|
|
-
|
|
|
-
|
|
Total
|
|
-
|
|
$
|
-
|
|
-
|
|
$
|
79,723,028
|
|
|
|
|
|
|
|
|
Total Number
|
|
|
|
|
|
|
|
|
|
|
of Shares
|
|
Approximate Dollar
|
|
|
|
|
|
|
|
|
Purchased as
|
|
Value of Shares that
|
|
|
|
|
|
|
|
|
Part of Publicly
|
|
May Yet Be
|
|
|
|
|
|
|
|
|
Announced
|
|
Purchased Under the
|
|
|
|
Total Number of
|
|
Average Price
|
|
Plans or
|
|
Plans or Programs
|
|
|
Period
|
|
Shares Purchased
|
|
Paid per Share
|
|
Programs (2)
|
|
(2)
|
|
|
October 2013
|
|
-
|
|
$
|
-
|
|
N/A
|
|
N/A
|
|
November 2013
|
|
10,307
|
|
$
|
35.23
|
|
N/A
|
|
N/A
|
|
December 2013
|
|
401
|
|
$
|
34.02
|
|
N/A
|
|
N/A
|
|
Total
|
|
10,708
|
|
$
|
35.19
|
|
N/A
|
|
N/A
|
|
Exhibit 3.1
|
Restated Certificate of Incorporation of the Registrant, as amended
|
|
|
Exhibit 3.2
|
Amended and Restated By-laws of DeVry Education Group Inc., as amended as of November 6, 2013 (incorporated by reference to the Registrant’s Current Report on Form 8-K dated November 6, 2013)
|
|
|
Exhibit 10.1
|
DeVry Education Group Inc. Second Amended and Restated Incentive Plan of 2013 (incorporated by reference to the Registrant’s Registration Statement on Form S-8 dated December 20, 2013)
|
|
|
Exhibit 31
|
Certification Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Amended
|
|
|
Exhibit 32
|
Certification Pursuant to Title 18 of the United States Code Section 1350
|
48 | ||
101.INS
|
XBRL Instance Document
|
101.SCH
|
XBRL Taxonomy Extension Schema Document
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase Document
|
101.LAB
|
XBRL Taxonomy Extension Label Linkbase Document
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
49 | ||
|
DeVry Education Group Inc.
|
|
|
|
|
Date: February 4, 2014
|
By
|
/s/ Timothy J. Wiggins
|
|
|
Timothy J. Wiggins
|
|
|
Senior Vice President, Chief Financial Officer
|
|
|
(Principal Financial Officer) and Treasurer
|
|
|
|
Date: February 4, 2014
|
By
|
/s/ Patrick J. Unzicker
|
|
|
Patrick J. Unzicker
|
|
|
Vice President, Finance and Chief Accounting
|
|
|
Officer (Principal Accounting Officer)
|
50 | ||
Exhibit 3.1
RESTATED CERTIFICATE OF INCORPORATION
OF
DeVRY INC.
The undersigned, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, as amended (the “Corporation”), DOES HEREBY CERTIFY as follows:
1. The Certificate of Incorporation of the Corporation was filed in the office of the Secretary of State of the State of Delaware on August 3, 1987 and amended on August 7, 1987, December 8, 1987 and June 11, 1990.
2. On May 14, 1991 and June 4, 1991, in the manner prescribed by Sections 242 and 245 of the General Corporation Law of the State of Delaware, as amended, resolutions were duly adopted by the Board of Directors and the stockholders of the Corporation, respectively, duly adopting this Restated Certificate of Incorporation and amending the certificate of incorporation of the Corporation as herein provided.
3. Pursuant to the provisions of Section 103 (d) of the General Corporation Law of the State of Delaware, as amended, this Restated Certificate of Incorporation is not to become effective until 9:00 a.m. Chicago time on June 19, 1991.
4. The text of the certificate of incorporation of the Corporation as amended and restated herein, shall, at the effective time of this Restated Certificate of Incorporation, read as follows:
* * *
FIRST: The name of the Corporation is DeVRY INC. (hereinafter the “Corporation”).
SECOND: The address of the registered office of the Corporation in the State of Delaware is 1209 Orange Street, in the city of Wilmington, County of New Castle. The name of the registered agent at that address is The Corporation Trust Company.
THIRD: The purpose of the corporation is:
1. | To establish degree-granting educational institutions in which individuals may be taught such branches of useful, practical and/or general knowledge as shall prepare them for a career, a profession, or occupations requiring knowledge in the arts and sciences, as well as further study and educational activities. |
To impart instruction, conduct examinations, and confer academic degrees in branches of engineering technology, business operations, telecommunications, information systems, and other branches of human knowledge. To prepare, manufacture, sell and generally deal in books, lesson and examination papers, drawings, instruments, tools and school supplies of every class and description; and
2. | To engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware, as amended (the “GCL”). |
FOURTH: The total number of shares which the Corporation shall have authority to issue is ten million (10,000,000), consisting of ten million (10,000,000) shares of Common Stock, par value $.01 per share (the “Common Stock”).
SECTION I.
Common Stock
A. A statement of the designations, powers, preferences, rights, qualifications, limitations and restriction in respect of the shares of Common Stock is as follows:
(1) Dividends. The Board of Directors of the Corporation may cause dividends to be paid to the holders of shares of Common Stock out of funds legally available for the payment of dividends by declaring an amount per share as a dividend. When and as dividends are declared, whether payable in cash, in property or in shares of stock of the Corporation, the holders of Common Stock shall be entitled to share equally, share for share, in such dividends. No dividends shall be declared or paid in shares of Common Stock, or options, warrants, or rights to acquire such stock or securities convertible into or exchangeable for shares of such stock, except dividends payable ratably according to the number of shares of Common Stock held by them, in shares of, or securities convertible into or exchangeable for, Common Stock to holders of that class of stock.
(2) Liquidation Rights. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, the holders of Common Stock shall be entitled, to share, ratably according to the number of shares of Common Stock held by them, in all remaining assets of the Corporation available for distribution to its stockholders.
(3) Voting Rights. Except as otherwise provided in this Certificate of Incorporation or by applicable law, the holders of Common Stock shall be entitled to vote on each matter on which the stockholders of the Corporation shall be entitled to vote, and each holder of Common Stock shall be entitled to one vote for each share of such stock held by him.
FIFTH: At all meetings of stockholders, each stockholder shall be entitled to vote, in person or by proxy, the shares of voting stock owned by such stockholders of record on the record date for the meeting. When a quorum is present or represented at any meeting, the vote of the holders of a majority of the voting power of all of the shares of stock of the Corporation outstanding and entitled to vote on any matter, question or proposal brought before such meeting shall decide such question, unless the question is one upon which, by express provision of law, this Certificate of Incorporation or the By-Laws, a different vote is required, in which case such express provision shall govern and control the decision of such question.
SIXTH: The Corporation is to have perpetual existence.
SEVENTH: The number of directors of the Corporation shall be fixed from time to time by the vote of a majority of the entire Board of Directors, but such number shall in no case be less than three nor more than 12. Any such determination made by the Board of Directors shall continue in effect unless and until changed by the Board of Directors, but no such changes shall affect the term of any directors then in office.
The directors shall be divided into three classes, designated Class I, Class II and Class III. Each class shall consist, as nearly as may be possible, of one-third of the total number of directors constituting the entire Board of Directors. At the 1991 annual meeting of stockholders, Class I directors shall be elected for a one-year term, Class II directors for a two-year term and Class III directors for a three-year term. At each succeeding annual meeting of stockholders beginning in 1992, successors to the class of directors whose term expires at the annual meeting shall be elected for a three-year term. If the authorized number of directors is changed, any increase or decrease shall be apportioned among the classes so as to maintain the number of directors in each class as nearly equal as possible, and any additional director or any class elected to fill a vacancy resulting from any increase in such class shall hold office for a term that shall coincide with the remaining term of that class, but in no case will a decrease in the number of directors shorten the term of any incumbent director. A director shall hold office until the annual meeting for the year in which his or her term expires and until his or her successor shall be elected and shall qualify, subject, however, to prior death, resignation, retirement, disqualification or removal from office. Subject to the By-laws, a majority of the entire Board of Directors shall constitute a quorum for the transaction of business. From and after June 30, 1993, any vacancy on the Board of Directors that results from an increase in the number of directors shall be filled only by a majority of the Board of Directors then in office, provided that a quorum is present, and any other vacancy occurring in the Board of Directors shall be filled by a majority of the directors then in office, even if less than a quorum, or by a sole remaining director. Any director elected to fill a vacancy not resulting from an increase in the number of directors shall have the same remaining term as that of his or her predecessor.
From and after June 30, 1993, any director elected by the stockholders, or by the Board of Directors to fill a vacancy, may be removed only for cause by the affirmative vote of the holders of a majority of the votes which could be cast by the holders of all the outstanding shares of capital stock entitled to vote for the election of directors, voting together as a class, given at a duly called annual or special meeting of stockholders.
Advance notice of nominations for the election of directors, other than nominations by the Board of Directors or a committee thereof, shall be given to the Corporation in the manner provided in the By-laws.
EIGHTH: For the management of the business and for the conduct of the affairs of the Corporation, and in further definition, limitation and regulation of the powers of the Corporation and of its directors and of its stockholders or any class thereof, as the case may be, it is further provided:
(1) The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors.
(2) The directors shall have concurrent power with the stockholders to make, alter, amend, change, add to or repeal the By-Laws of the Corporation.
(3) In addition to the powers and authority hereinbefore or by statute expressly conferred upon them, the directors are hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the Corporation, subject, nevertheless, to the provisions of the GCL, this Certificate of Incorporation, and any By-Laws adopted by the stockholders; provided, however, that no By-Laws hereafter adopted by the stockholders shall invalidate any prior act of the directors which would have been valid if such By-Laws had not been adopted.
NINTH:
(1) Meetings of stockholders may be held within or without the State of Delaware as the By-Laws may provide. The books of the Corporation may be kept (subject to any provision contained in the GCL) outside the State of Delaware at such place or places as may be designated from time to time by the Board of Directors or in the By-Laws of the Corporation.
(2) Any action required or permitted to be taken by the stockholders of the Corporation must be effected at a duly called annual or special meeting of such holders and may not be effected by a consent in writing by any such holders.
(3) Except as otherwise required by law, from and after June 30, 1993, special meetings of the stockholders of the Corporation may be called only by (i) the Board of Directors pursuant to a resolution approved by the affirmative vote of a majority of the directors then in office, (ii) the Chairman of the Board, if one is elected or (iii) the President. Prior to June 30, 1993, special meetings of the stockholders may be called either by the persons referred to in clauses (i), (ii) and (iii), or by any person(s) holding 5% or more of the outstanding Common Stock. Only those matters set forth in the notice of the special meeting may be considered or acted upon at such special meeting, unless otherwise provided by law.
TENTH: (1) The Corporation shall, to the fullest extent permitted by Section 145 of the GCL, as the same may be amended and supplemented, indemnify any and all directors and officers whom it shall have power to indemnify under said Section and may, upon the act of the Board of Directors, indemnify all other persons whom it shall have power to indemnify under said Section, from and against any and all of the expenses, liabilities or other matters referred to in or covered by said Section, and the indemnification provided for herein shall not be deemed exclusive of any other rights to which those indemnified my be entitled under any By-Law, agreement, vote of stockholders or disinterested directors or otherwise both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as a director or officer who has ceased to be a director or officer, and shall inure to the benefit of the heirs, executors and administrators of the director or officer, and may, upon such act of the Board of Directors, continue as to such other persons and inure to the benefit of the heirs, executors and administrators of such other persons.
(2) No director shall be personally liable to the Corporation or any of its stockholders for monetary damage for any breach of fiduciary duty as a director, except for liability (i) for breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) pursuant to Section 174 of the GCL or (iv) for any transaction from which the director derived an improper personal benefit. Any repeal or modification of this ARTICLE TENTH by the stockholders of the Corporation shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification with respect to acts or omissions occurring prior to such repeal or modifications.
ELEVENTH: In addition to any other considerations which the Board of Directors may lawfully take into account, in determining whether to take or to refrain from taking corporate action on any matter, including proposing any matter to the stockholders of the Corporation, the Board of Directors may take into account the long-term as well as short-term interests of the Corporation and its stockholders (including the possibility that these interests may be best served by the continued independence of the corporation), customers, employees, students, graduates, faculty and other constituencies of the Corporation and its subsidiaries, including the effect upon communities in which the Corporation and its subsidiaries do business.
TWELFTH: The Corporation reserves the right to repeal, alter or amend this Certificate of Incorporation in the manner now or hereafter prescribed by statute. No repeal, alteration or amendment of this Certificate of Incorporation shall be made unless the same is first approved by the Board of Directors of the Corporation pursuant to a resolution adopted by the directors then in office in accordance with the By-laws and applicable law and thereafter approved by the stockholders.
THIRTEENTH: The Corporation has elected not to be governed by Section 203 of the GCL.
FOURTEENTH: The Certificate of Incorporation of the Corporation, as herein amended, shall constitute a restatement of, and shall supersede the Certificate of Incorporation of the Corporation, as previously amended.
IN WITNESS WHEREOF, the Corporation has caused this Restated Certificate of Incorporation to be signed by its President and attested by its Secretary.
DEVRY INC. | |||
(Corporate Seal) | By: | /s/Ronald L. Taylor | |
Ronald L. Taylor | |||
President |
ATTEST | |||
/s/ Marilynn J. Cason | |||
Marilynn J. Cason | |||
Secretary |
CERTIFICATE OF CORRECTION
OF
RESTATED CERTIFICATE OF INCORPORATION
OF
DeVRY INC.
DeVRY INC., a Delaware corporation (the “Corporation”), pursuant to Section 103(f) of the General Corporation Law of the State of Delaware, as amended, hereby certifies that:
1. The Restated Certificate of Incorporation of the Company,which was filed with the Secretary of State of the State of Delaware on June 11, 1991, is an inaccurate record of the corporate action therein referred to.
2. Said Restated Certificate of Incorporation is incorrect in that paragraph number 3 on the first page of the Restated Certificate of Incorporation states that the Restated Certificate of Incorporation is not to become effective until 9:00 a.m. Chicago time on June 19, 1991, whereas it should state that the Restated Certificate of Incorporation is not to become effective until 9:00 a.m. Chicago time on June 28, 1991.
3. Paragraph number 3 on the first page of the Restated Certificate of Incorporation in correct form is as follows:
“3. Pursuant to the provisions of Section 103(d) of the General Corporation Law of the State of Delaware, as amended, this Restated Certificate of Incorporation is not to become effective until 9:00 a.m. Chicago time on June 28, 1991.”
IN WITNESS WHEREOF, DeVRY INC. has caused this Certificate of Correction to be signed by Ronald L. Taylor, its President and attested by Marilynn J. Cason, its Secretary, this 17th day of June, 1991.
DEVRY INC. | |||
By: | /s/Ronald L. Taylor | ||
Ronald L. Taylor | |||
President |
ATTEST | |||
/s/ Marilynn J. Cason | |||
Marilynn J. Cason | |||
Secretary |
CERTIFICATE OF CORRECTION
OF
RESTATED CERTIFICATE OF INCORPORATION
OF
DeVRY INC.
DeVRY INC., a Delaware corporation (the “Corporation”), pursuant to Section 103(f) of the General Corporation Law of the State of Delaware, as amended, hereby certifies that:
1. The Restated Certificate of Incorporation of the Company, which was filed with the Secretary of State of the State of Delaware on June 11, 1991, is an inaccurate record of the corporate action therein referred to.
2. Said Restated Certificate of Incorporation is incorrect in that paragraph number 3 on the first page of the Restated Certificate of Incorporation states that the Restated Certificate of Incorporation is not to become effective until 9:00 a.m. Chicago time on June 28, 1991, where it should state that the Restated Certificate of Incorporation is not to become effective until 9:00 a.m. Chicago time on June 27, 1991.
3. Paragraph number 3 on the first page of the Restated Certificate of Incorporation in correct form is as follows:
“3. Pursuant to the provisions of Section 103(d) of the General Corporation Law of the State of Delaware, as amended this Restated Certificate of Incorporation is not to become effective until 9:00 a.m. Chicago time on June 27, 1991.”
IN WITNESS WHEREOF, DeVRY INC. has caused this Certificate of Correction to be signed by Ronald L. Taylor, its President and attested by Marilynn J. Cason, its Secretary, this 20th day of June, 1991.
DEVRY INC. | |||
By: | /s/Ronald L. Taylor | ||
Ronald L. Taylor | |||
President |
ATTEST | |||
/s/ Marilynn J. Cason | |||
Marilynn J. Cason | |||
Secretary |
CERTIFICATE OF AMENDMENT
OF
RESTATED CERTIFICATE OF INCORPORATION
OF
DeVRY INC.
The undersigned, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, as amended (the “Corporation”), DOES HEREBY CERTIFY as follows:
1. The Certificate of Incorporation of the Corporation was filed in the Office of the Secretary of State of the State of Delaware on August 3, 1987, and amended on August 7, 1987, December 8, 1987, June 11, 1990, June 11, 1991 and June 21, 1991.
2. On August 4, 1994 and November 15, 1994, in the manner prescribed by Sections 242 and 245 of the General Corporation Law of the State of Delaware, as amended, resolutions were duly adopted by the Board of Directors and the stockholders of the Corporation, respectively, duly amending the certificate of incorporation of the Corporation as herein provided.
3. The text of the amended section of the certificate of incorporation of the Corporation as amended and restated herein, shall read as follows:
* * *
FOURTH: The total number of shares which the Corporation shall have authority to issue is twenty million (20,000,000), consisting of twenty million (20,000,000) shares of Common Stock, par value $.01 per share (the “Common Stock”).
IN WITNESS WHEREOF, the Corporation has caused this amendment to the Restated Certificate of Incorporation to be signed by its President and attested by its Secretary.
DEVRY INC. | |||
By: | /s/Ronald L. Taylor | ||
Ronald L. Taylor | |||
President |
ATTEST | |||
/s/ Marilynn J. Cason | |||
Marilynn J. Cason | |||
Secretary |
CERTIFICATE OF AMENDMENT
OF
RESTATED CERTIFICATE OF INCORPORATION
OF
DeVRY INC.
The undersigned, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, as amended (the “Corporation”), DOES HEREBY CERTIFY as follows:
1. The Certificate of Incorporation of the Corporation was filed in the Office of the Secretary of State of the State of Delaware on August 3, 1987, and amended on August 7, 1987, December 8, 1987, June 11, 1990, June 11, 1991, June 21, 1991 and February 9, 1995.
2. On August 20, 1996 and November 19, 1996, in the manner prescribed by Sections 242 and 245 of the General Corporation Law of the State of Delaware, as amended, resolutions were duly adopted by the Board of Directors and the stockholders of the Corporation, respectively, duly amending the Certificate of incorporation of the Corporation as herein provided.
3. The text of the amended section of the certificate of incorporation of the Corporation as amended and restated herein, shall read as follows:
* * *
FOURTH: The total number of shares which the Corporation shall have authority to issue is seventy-five million (75,000,000), consisting of seventy-five million (75,000,000) shares of Common Stock, par value $.01 per share (the “Common Stock”).
IN WITNESS WHEREOF, the Corporation has caused this amendment to the Restated Certificate of Incorporation to be signed by its President and attested by its Secretary.
DEVRY INC. | |||
By: | /s/Ronald L. Taylor | ||
Ronald L. Taylor | |||
President |
ATTEST | |||
/s/ Marilynn J. Cason | |||
Marilynn J. Cason | |||
Secretary |
CERTIFICATE OF AMENDMENT
OF
RESTATED CERTIFICATE OF INCORPORATION
OF
DeVRY INC.
The undersigned, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, as amended (the “Corporation”), DOES HEREBY CERTIFY as follows:
1. The Certificate of Incorporation of the Corporation was filed in the Office the Secretary of State of the State of Delaware on August 3,1987, and amended on August 7, 1987, December 8, 1987, June 11, 1990, June 11, 1991, June 21, 1991, February 9, 1995 and November 19, 1996.
2. On August 18, 1998 and November 17, 1998, in the manner prescribed by Sections 242 of the General Corporation Law of the State of Delaware, as amended, resolutions were duly adopted by the Board of Directors and the stockholders of the Corporation, respectively, duly amending the certificate of incorporation of the Corporation as herein provided.
3. The text of the amended section of the certificate of incorporation of the Corporation as amended and restated herein, shall read as follows:
* * *
FOURTH: The total number of shares which the Corporation shall have authority to issue is Two Hundred million (200,000,000), consisting of Two Hundred million (200,000,000) shares of Common Stock, par value $.01 per share (the “Common Stock”).
IN WITNESS WHEREOF, the Corporation has caused this amendment to the Restated Certificate of Incorporation to be signed by its President and attested by its Secretary.
DEVRY INC. | |||
By: | /s/Ronald L. Taylor | ||
Ronald L. Taylor | |||
President |
ATTEST | |||
/s/ Marilynn J. Cason | |||
Marilynn J. Cason | |||
Secretary |
CERTIFICATE OF AMENDMENT OF RESTATED CERTIFICATE OF INCORPORATION
OF
DEVRY INC.
It is hereby certified that:
1. The name of the corporation (hereinafter called the “Corporation”) is DeVry Inc.
2. The Restated Certificate of Incorporation of the Corporation is hereby amended by striking out the first paragraph of Article Seventh thereof in its entirety and by substituting in lieu of said paragraph the following new paragraph:
“The number of directors of the Corporation shall be fixed from time to time by the vote of a majority of the entire Board of Directors, but such number shall in no case be less than 3 nor more than thirteen. Any such determination made by the Board of Directors shall continue in effect unless and until changed by the Board of Directors, but no such changes shall affect the term of any directors then in office.”
3. The amendment of the Restated Certificate of Incorporation herein certified has been duly adopted and has been given in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.
Dated as of: November 7, 2007
/s/ Daniel Hamburger | |||
Daniel Hamburger | |||
Chief Executive Officer and President |
CERTIFICATE OF AMENDMENT OF RESTATED CERTIFICATE OF INCORPORATION
OF
DEVRY INC.
It is hereby certified that:
1. The name of the corporation (hereinafter called the “Corporation”) is DeVry Inc.
2. The Restated Certificate of Incorporation of the Corporation is hereby amended by striking out ARTICLE SEVENTH thereof in its entirety and by substituting in lieu of said Article the following new ARTICLE SEVENTH:
“SEVENTH: The number of directors of the Corporation shall be fixed from time to time by the vote of a majority of the entire Board of Directors, but such number shall in no case be less than 3 nor more than thirteen. Any such determination made by the Board of Directors shall continue in effect unless and until changed by the Board of Directors, but no such changes shall affect the term of any directors then in office.
The directors shall be divided into three classes, designated Class I, Class II and Class III. Each class shall consist, as nearly as may be possible, of one-third of the total number of directors constituting the entire Board of Directors. At the 1991 annual meeting of stockholders, Class I directors shall be elected for a one-year term, Class II directors for a two-year term and Class III directors for a three-year term. At each succeeding annual meeting of stockholders beginning in 1992, successors to the class of directors whose term expires at the annual meeting shall be elected for a three-year term. If the authorized number of directors is changed, any increase or decrease shall be apportioned among the classes so as to maintain the number of directors in each class as nearly equal as possible, and any additional director or any class elected to fill a vacancy resulting from any increase in such class shall hold office for a term that shall coincide with the remaining term of that class, but in no case will a decrease in the number of directors shorten the term of any incumbent director. A director shall hold office until the annual meeting for the year in which his or her term expires and until his or her successor shall be elected and shall qualify, subject, however, to prior death, resignation, retirement, disqualification or removal from office. Notwithstanding the foregoing, (1) at the 2013 annual meeting of stockholders, the successors to the class of directors whose terms expire at that meeting shall be elected to hold office for a two-year term expiring at the 2015 annual meeting of stockholders; (2) at the 2014 annual meeting of stockholders, the successors to the class of directors whose terms expire at that meeting shall be elected to hold office for a one-year term expiring at the 2015 annual meeting of stockholders; and (3) at the 2015 annual meeting of stockholders and each annual meeting of stockholders thereafter, all directors shall be elected for a one-year term expiring at the next annual meeting of stockholders. Pursuant to such procedures, effective as of the 2015 annual meeting of stockholders, the Board of Directors will no longer be divided into classes under Section 141(d) of the General Corporation Law of Delaware. Subject to the By-laws, a majority of the entire Board of Directors shall constitute a quorum for the transaction of business. From and after June 30, 1993, any vacancy on the Board of Directors that results from an increase in the number of directors shall be filled only by a majority of the Board of Directors then in office, provided that a quorum is present, and any other vacancy occurring in the Board of Directors shall be filled by a majority of the directors then in office, even if less than a quorum, or by a sole remaining director. Any director elected to fill a vacancy not resulting from an increase in the number of directors shall have the same remaining term as that of his or her predecessor.
From and after June 30, 1993, (x) until the 2015 annual meeting of stockholders and in accordance with Section 141(k)(1) of the General Corporation Law of Delaware, any director elected by the stockholders, or by the Board of Directors to fill a vacancy, may be removed only for cause and (y) from and after the 2015 annual meeting of stockholders, any director, or the entire Board of Directors, may be removed from office at any time, with or without cause by the affirmative vote of the holders of a majority of the votes which could be cast by the holders of all the outstanding shares of capital stock entitled to vote for the election of directors, voting together as a class, given at a duly called annual or special meeting of stockholders.
Advance notice of nominations for the election of directors, other than nominations by the Board of Directors or a committee thereof, shall be given to the Corporation in the manner provided in the By-laws.”
3. The amendment of the Restated Certificate of Incorporation herein certified has been duly adopted and has been given in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.
Dated as of: November 7, 2012
/s/ Daniel Hamburger | |||
Daniel Hamburger | |||
Chief Executive Officer and President |
CERTIFICATE OF AMENDMENT OF RESTATED CERTIFICATE OF INCORPORATION
OF
DEVRY INC.
It is hereby certified that:
1. The name of the corporation (hereinafter called the “Corporation”) is DeVry Inc.
2. The Restated Certificate of Incorporation of the Corporation is hereby amended by striking out ARTICLE FIRST thereof in its entirety and by substituting in lieu of said Article the following new ARTICLE FIRST:
“FIRST: The name of the Corporation is DeVRY EDUCATION GROUP INC. (hereinafter the “Corporation”).”
3. The amendment of the Restated Certificate of Incorporation herein certified has been duly adopted and has been given in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.
Dated as of: November 6, 2013
/s/ Daniel Hamburger | |||
Daniel Hamburger | |||
Chief Executive Officer and President |
CH2\14131346.1
EXHIBIT 31
CERTIFICATION
I, Timothy J. Wiggins, certify that:
1. I have reviewed this quarterly report on Form 10-Q of DeVry Education Group Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report and based on such evaluation; and
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.
February 4, 2014 | /s/ Timothy J. Wiggins | |
Timothy J. Wiggins | ||
Senior Vice President, | ||
Chief Financial Officer and Treasurer |
CERTIFICATION
I, Daniel M. Hamburger, certify that:
1. I have reviewed this quarterly report on Form 10-Q of DeVry Education Group Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report and based on such evaluation; and
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.
February 4, 2014 | /s/ Daniel M. Hamburger | |
Daniel M. Hamburger | ||
President and Chief Executive Officer |
EXHIBIT 32
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
The following statement is provided by the undersigned to accompany the Quarterly Report on Form 10-Q for the quarter ended December 31, 2013 pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350) and shall not be deemed filed or deemed incorporated by reference into any filing pursuant to any provision of the Securities Exchange Act of 1934 or any other securities law.
Each of the undersigned certifies that the foregoing Quarterly Report on Form 10-Q fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and that the information contained in this Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of DeVry Education Group Inc. for the periods reflected therein.
February 4, 2014 | /s/ Timothy J. Wiggins | |
Senior Vice President, Chief Financial Officer and Treasurer | ||
/s/ Daniel M. Hamburger | ||
President and Chief Executive Officer |
Summary of Restricted Stock Activity (Detail) (Restricted Stock, USD $)
|
6 Months Ended |
---|---|
Dec. 31, 2013
|
|
Restricted Stock
|
|
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Restricted Stock Outstanding, Nonvested beginning balance | 1,058,443 |
Restricted Stock Outstanding, Shares Granted | 431,170 |
Restricted Stock Outstanding, Shares Vested | (307,935) |
Restricted Stock Outstanding, Shares Cancelled | (29,364) |
Restricted Stock Outstanding, Nonvested ending balance | 1,152,314 |
Weighted Average Grant Date Fair Value, Nonvested beginning balance | $ 27.03 |
Weighted Average Grant Date Fair Value, Shares Granted | $ 28.85 |
Weighted Average Grant Date Fair Value, Shares Vested | $ 31.53 |
Weighted Average Grant Date Fair Value, Shares Cancelled | $ 27.70 |
Weighted Average Grant Date Fair Value, Nonvested ending balance | $ 26.49 |
Estimated Amortization Expense for Amortized Intangible Assets (Detail) (USD $)
In Thousands, unless otherwise specified |
Dec. 31, 2013
|
---|---|
Intangible Assets [Line Items] | |
2014 | $ 6,477 |
2015 | 2,660 |
2016 | 1,872 |
2017 | 1,226 |
2018 | 813 |
Thereafter | 2,980 |
American University Of Caribbean
|
|
Intangible Assets [Line Items] | |
2014 | 3,347 |
2015 | 387 |
2016 | 0 |
2017 | 0 |
2018 | 0 |
Thereafter | 0 |
Becker
|
|
Intangible Assets [Line Items] | |
2014 | 947 |
2015 | 939 |
2016 | 931 |
2017 | 635 |
2018 | 363 |
Thereafter | 1,142 |
DeVry Brasil
|
|
Intangible Assets [Line Items] | |
2014 | 1,888 |
2015 | 1,074 |
2016 | 681 |
2017 | 331 |
2018 | 190 |
Thereafter | 482 |
Carrington Colleges Group
|
|
Intangible Assets [Line Items] | |
2014 | 295 |
2015 | 260 |
2016 | 260 |
2017 | 260 |
2018 | 260 |
Thereafter | $ 1,356 |
Financing Receivables - Additional Information (Detail) (USD $)
In Millions, unless otherwise specified |
6 Months Ended | 6 Months Ended | ||||||
---|---|---|---|---|---|---|---|---|
Dec. 31, 2013
|
Dec. 31, 2013
Accounts Receivable
|
Dec. 31, 2012
Accounts Receivable
|
Dec. 31, 2013
Other Assets
|
Dec. 31, 2012
Other Assets
|
Dec. 31, 2013
Minimum
|
Dec. 31, 2013
Maximum
|
Dec. 31, 2013
Becker
|
|
Financing Receivables [Line Items] | ||||||||
Repayment plan, number of monthly installments | 12 months | 60 months | ||||||
Term of loan, in months | 18 months | |||||||
Net Institutional Student Loans, classified as Accounts Receivable | $ 20.1 | $ 18.6 | ||||||
Net Institutional Student Loans, classified as Other Assets | $ 23.3 | $ 17.8 | ||||||
Number of days past due, to consider loans as nonperforming | 120 days |
/N
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