Brian M. Roberts - Senior Vice President, General Counsel and Secretary Brian E. Mueller - Chief Executive Officer, President, Director and President of Grand Canyon University Daniel E. Bachus - Chief Financial Officer and Principal Accounting Officer.

Peter P. Appert - Piper Jaffray Companies, Research Division Jeffrey P. Meuler - Robert W. Baird & Co. Incorporated, Research Division Adrienne Colby - Deutsche Bank AG, Research Division Jason P. Anderson - Stifel, Nicolaus & Company, Incorporated, Research Division Jeffrey Y. Volshteyn - JP Morgan Chase & Co, Research Division Trace A.

Urdan - Wells Fargo Securities, LLC, Research Division Henry Chien David Chu - BofA Merrill Lynch, Research Division Philip Stiller - Citigroup Inc, Research Division.

Good day, ladies and gentlemen, and welcome to the Grand Canyon Education's Third Quarter Earnings Call. [Operator Instructions] As a reminder, this call will be recorded. I would now like to introduce your host for today's conference, Mr. Brian Roberts, General Counsel. Please go ahead..

Thank you, operator. Good afternoon, and thank you for joining us to discuss today on this conference call to discuss Grand Canyon's 2014 Third Quarter Results. Speaking on today's call is our President and CEO, Brian Mueller; and our CFO, Dan Bachus. This call is scheduled to last 1 hour.

During the Q&A period, we will try to answer all of your questions, and we apologize in advance if there are questions that we are unable to address due to time constraints. We'd like to remind you that many of our comments today will contain forward-looking statements with respect to GCU's future performance that involve risks and uncertainties.

Various factors could cause GCU's actual results to be materially different from any future results expressed or implied by such forward-looking statements.

These factors are discussed in GCU's SEC filings, including our annual report on Form 10-K for the fiscal year ended December 31, 2013, our quarterly reports on Form 10-Q and our current reports on Form 8-K.

We recommend that all investors thoroughly review these reports before taking a financial position in GCU, and we do not undertake any obligation to update anyone with regard to the forward-looking statements made during this conference call. And with that, I will turn the call over to Brian..

First, we think this is the best option for our investors. We continue to perform at a very high level without the stock price really reflecting the performance. Many analysts have commented that it is difficult to be category of one [ph].

Second, we want to do the best thing for our students, which is to provide high-quality education at the lowest possible cost. Our competition is now to traditional state and private universities, most specifically, the state universities inside Arizona. Universities get almost $1 billion in direct subsidy on an annual basis.

They get additional funding to build buildings, don't pay taxes and receive tax deductible donations. If we were not for-profit institution, we would not get direct tax subsidies. We would continue to build using our own cash reserves, but a huge and growing tax burden would be lifted.

This would allow us to continue to invest in the growth of the University, while holding the line until we see increases, making private education available to all social classes of Americans with no direct taxpayer cost. Our students do access to Title IV funding like all accredited universities.

But because of our low default rates and a high percentage of students paying back their loans with interest, we're in net positive in this area to taxpayers. Third, currently we do not have an active grant rate in fundraising operation because we cannot receive tax-deductible donations.

This move would eliminate that obstacle and make it possible for philanthropists around the world to invest in GCU, making it even more likely that we can continue to avoid raising tuition. The fourth reason is a negative stigma that still accompanies for-profit universities.

We have overcome the obstacles of this stigma at this point, but removing the burden would be advantageous to the future of the University. Unfortunately, there are many private universities in the country struggling to keep tuition affordable and keep their enrollments up.

Well, GCU was placed with $20 million in debt and about to close its doors, the decision was made to fill the business plan and seek investment. Fortunately, the strategy has paid off extremely well, and we now have a thriving University not dependent on state tax dollars, but one in which high-quality education is being provided at a very low cost.

We don't have any philosophical issues with having for-profit status and having investors. However, the academic community has been very solid to accept the change. There are some in the higher education community, who have been impacted by our success and have questioned our motives.

Fortunately, this has had a little impact on our growth or positive perception of the university to this point. Whether or not this process is successful and there was a great deal of legal and financial due diligence that must be conducted to determine if it is possible. The growth in upward trajectory of the University will continue.

If the plan is successful, it ensures greater acceptability within the higher education community, and therefore, further solidifies the university's long-term legacy.

With that, I would like to turn it over to Dan Bachus, our CFO, to give a little more color on our 2014 third quarter, talk about changes in the income statement, balance sheet and other items..

Thanks, Brian. Revenue and income from operations exceeded our expectations in the third quarter, primarily due to higher enrollments and higher revenue per student than expected. Revenue per student was up year-over-year due to our residential traditional campus enrollment growing at a rate higher than our working result enrollment.

When factoring in room, board and fees, the revenue per student is higher for these students than for our working adult students. Scholarships, as a percentage of revenue, increased from 14.6% in Q3 2013 to 15.7% in Q3 2014, due primarily to the growth in our ground traditional student enrollment between years.

Online scholarships, as a percentage of related revenue, continues to be up slightly year-over-year due to an increase in students from organizational partners. Bad debt expenses, as a percentage of revenue, decreased to 2.2% in Q3 2014 as compared to 3.4% in Q3 2013.

This decrease is primarily the result of continued improvements in processes and the quality of our student body. In addition, during the third quarter of 2014, we changed the way we recognize revenue for students that withdraw from the University, such as that revenue is recognized when payment is received.

Given the low withdrawal rate of our students and our historical reserve methodology, this change has an immaterial net impact on our financial statements, but slightly reduces revenue and bad debt expense. Our effective tax rate for the third quarter of 2014 was 36.1% as compared to 41.4% in the third quarter of '13.

The decrease in the effective tax rate between years is due to us making contributions in lieu of state income taxes, the school tuition organizations during the third quarter of 2014, whereas these payments have historically been made in the fourth quarter. We did not repurchase any shares of our common stock during the third quarter of 2014.

The board did extend our repurchase authorization date this quarter to September 30, 2015, and we've $25.9 million available under our share repurchase authorization as of September 30, 2014. Turning to the balance sheet and cash flows. Total cash, unrestricted and restricted and short-term investments at September 30, 2014, was $242.4 million.

Accounts receivable, net of the allowance for doubtful accounts, is $8.3 million at September 30, 2014, which represents 4.6 days sales outstanding compared to $8.0 million or 5.1 days sales outstanding at the end of the third quarter of 2013. CapEx in the third quarter 2014 was approximately $59.2 million or 33.8% of net revenue.

This quarter, the University completed a number of the ground campus building projects prior to the fall student start such as the construction of additional classroom building, additional residence halls that accommodate another 1,600 students, additional parking garages, new food options and land purchases adjacent to our Phoenix campus to support our growing traditional student enrollment.

We have increased our revenue and EPS guidance for the fourth quarter 2014, based primarily on higher anticipated revenue. We've reduced our effective tax rate to the effect of contributions made in lieu of state income taxes and have lowered our diluted weighted average shares outstanding slightly based on our recent stock price performance.

Although, we might repurchase shares during the fourth quarter 2014, these estimates do not assume repurchases. I will now turn the call over to the moderator so that we can answer your questions..

[Operator Instructions] Our first question comes from Peter Appert from Piper Jaffray..

So, Brian, are you able to provide any additional information in terms of the process by which Grand Canyon might convert? I'm thinking about issues around how you would fund debt? Debt levels, you'd be able to take on regulatory approvals, time frame anything along those lines..

No, Peter, we don't want to share any additional information at this particular point in time. We've been working on this for about 6 months, and we believe it's going to be a 6- to 12-month process.

And as we move through that process, we might reveal some additional information, but at this point, we don't want to release any additional information..

How about -- any commentary in terms of just what you're seeing in terms of start trends in the online business. I guess, it's a little bit slower as anticipated this quarter versus last couple of quarters.

How does it look going into the fourth quarter and your expectation into next year?.

Yes, the things are in line with our expectations. There are 2 things happening. One, our ground campus is growing at a very high rate, which is a very positive thing because of the additional revenue per student that we get and because of the 4-year revenue streams.

As it becomes a bigger percentage of our overall student body, our 8% to 10% enrollment growth numbers are easier to achieve with less online students. So that's one thing that's happening.

The second thing that is happening is that the online starts continued to be an upward trend in terms of being the strong students in the upper categories, and so we need fewer of them to hit the total enrollment goal.

And so the online starts are exactly where we want them to be right now in order to achieve 8% to 10% overall enrollment growth thing that we're trying to accomplish..

Our next question comes from Jeff Meuler with Baird..

Brian, the first thing you listed under the 4 reasons was the best option for investors.

Can you just help us, maybe, understand a little bit better how you came to that conclusion? I fully understand it could be good for the education community and the students, but how you came to conclusion that it's the best option for investors? And it sounds like you've been exploring it for 6 months or so.

6 months ago, your stock wasn't all that far move from an all-time high.

So just if you can help us understand from an investor standpoint what the benefit is?.

Well, obviously, if we are successful in this, the investors would be bought out at a premium, in a fairly significant premium. And so given some of the uncertainties in the landscape of this whole industry going forward, we thought that most investors would view this as a positive..

Okay.

And can you -- without talking about [indiscernible] in the process, can you talk about -- just I'm not as familiar with what debt burdens are common or allowed at not-for-profit universities, can you just give us some perspective on that?.

Yes, very important question. We have had a meeting with the Higher Learning Commission. And then we had a very, very important meeting with the Department of Education. And the calculations that you're referring to are significant.

The Department of Education expressed huge support for this move, and said that they would work with us as we go through the process. And so, this will be an important part of the process. But the initial information that we've gotten from the Department of Ed is there's all of a face-to-face meeting a while back is very positive.

They are highly supportive of this move and want to help us make it. So we have confidence that, that part of it will go well..

Okay.

And then just, I guess, finally, anything else you can say about how it would change the vision for what the University would ultimately become? It sounds like more research, but I don't know if there's differences in terms of size or any other ways that would change the ultimate structure of the University?.

Yes, it wouldn't. We are -- we would stick with the plan that we have right now. We want to grow the traditional ground campus out to 25,000 students, we'll make the CapEx investment necessary to do that, and we are on track to make that number in 4 to 5 years.

We would still want to grow the online campus 5, 6 percentage points per year, and keep moving the student body in very -- in the -- towards a graduate student body.

The rest of what we do in the community -- the rest of what we do in terms of developing academic programs, placing a real strong focus in the STEM area so that we can help Arizona rebuild its -- build its workforce, though none of those things will change at all. So the strategy will remain about the same..

Our next question comes from Adrienne Colby with Deutsche Bank..

I was wondering in terms of the Pac-12 Conference.

If there's an update on the initial decision to allow for -- to participate, but not to vote? Is this is something that's contributing anyway in your decision to explore options of not being a for-profit? And also just wondering, again, if ASU is still boycotting Grand Canyon and if the friction with ASU has created any issues in attracting athletes [ph] or other students to your ground campus?.

It contributes a little bit, too. There are 2 separate issues there. The first one is Arizona State and its President leading a boycott against Grand Canyon, and he did lead the boycott. And so that has been effective to some extent. We don't have many contests any longer scheduled with Pac-12 institutions. We don't have any with ASU.

In fact, it's reached a little bit of the point of ridiculousness. We were there in a swimming meet with them last weekend. We could only count scores against Seattle or their scores against Seattle, but we couldn't count the scores against each other. So it was -- that was an interesting thing. So, yes.

Now, I want to make sure I point out that we don't harbor any resentment against Arizona State University. Our coaching staffs get along, our faculties get along, our student bodies along. They have good friends in each other student bodies. This is just one person. This is their President, who has insisted on this boycott.

It has nothing to do with the 2 universities. And we don't ever speak negatively about Arizona State University. My 2 older sons graduated from there. And so that would not be helpful to Arizona.

But, yes, the NCAA -- the other issues that NCAA did vote to allow us to participate at the Division I level, but not to be a board member or not to be -- to serve on committees. And so that -- it's not a major setback, but it's a little bit of a setback. So it impacted a little.

University of Arizona had a number of games scheduled against us that were canceled, and so they seem like they've joined in a little bit with that. And the unfortunate thing there is that it is a little bit of a disadvantage to our student athletes. Our student athletes want to have the same opportunities as the other student athletes.

The fact that we have a different financial model shouldn't impact their abilities to compete just like every other student athlete in Division I school. So, yes, those things did have a little bit of a role in us wanting to make this transition.

Do we think, over time, it might change? Yes, but for the long-term legacy of the institution, for the good of our alumni and our students, we think that this move would be something that would be helpful..

Great. And if I can just ask a follow-up question. You had talked about having about a 25% share from incoming students in your fall start from California.

Just wondering if that target has actually panned out? And then also wondering how many of your ground students are from Arizona, and maybe how many of your online students are from Arizona?.

Of that -- the 25% number for new students from California is accurate. And we're off to a big start in terms of applications from there forward follow-up next year, a really big start. Our ground student population from Arizona is about 55 -- we're looking right now, it's close to 60%, between 55% and 60%..

And your online student population?.

Yes, online student body population from Arizona is....

20%..

20%..

Our next question comes from Jason Anderson with Stifel..

Regarding the potential change here, I know there is always so much you can say, but has the -- I'm guessing you've been garnering some interests previously as that is -- has that accelerated into the last 6 months? Or is there any, I guess, I'm just trying to gauge here the buy side of this equation potentially..

I would say that the interest has gained some momentum in the last 6 months, which is why we've decided that we need to release this information at this point. It's still obviously not a done deal at all. There's a lot of work that has to be done. But I would say, yes, it's correct to say that it's gained its momentum..

And then did you guys say what online starts were growth-wise?.

No, they're right in line with our expectations. We had one fewer start dates -- start date in this quarter than we had in the previous quarter. So when you factor that in, it's right in line with what we've been doing..

Okay. So similar to prior quarter trend. And then one last one.

The -- have you guys begun marketing the Colangelo School of Business, the new naming, and has that marketing begun? Have you seen any traction yet? I mean, I guess it might be a longer-term build, but judging by the name, you might think there'll be some immediate traction?.

We're putting together a really significant plan with regards to marketing that name in our business program, especially in Arizona. So we really haven't seen a big uptick in that at this point, but we plan to market that name and that brand extensively in January and February of this upcoming year..

Our next question comes from Jeff Volshteyn from JPMorgan..

I wanted to find out whether you had initial conversations with the states regulatory agency and their creditors? And are there any obstacles or additional approvals that you will need from them before -- in conjunction with the U.S.

Department of Education?.

We will need -- yes, we will need approvals from both the state agency and the Higher Learning Commission. We started the conversation with the Higher Learning Commission and now we'll start the conversation with the state agencies..

Okay, great. Switching over to more of fundamental questions.

Can you give us a sense of how you think about 2015, kind of your -- are there any changes in aspirations for the second campus growth there? And perhaps any target -- any updates on target for the next start -- fall start of '15?.

Targets have all stayed about where there've been. So there's really no change fundamentally in the strategy around ground enrollments, online enrollments, revenues per student, no real changes in those things at all. The -- whether we do something in the East Valley campus next year or not is still not determined.

The thing that caused us not to do it this year was that the momentum on this campus was just so strong. And the most interesting part of it is the East Valley campus was going to be built primarily for commuters. And our -- unlike at most universities, a couple of years ago, about 50% or so of our students wanted to live on campus.

As we trend towards next year, we're going to be around 14,000, 14,500 students with 70% wanting to live on campus. Most universities have the problem of juniors and seniors wanting to move off.

The new dorms, the residence halls that we are building are absolutely tremendous and students want to stay, which really helps build community at the University. It also really helps on a revenue per student basis because it goes from $7,800 to $15,000, and resident halls are even though it's a very good deal for students, they're very profitable.

So that's why we continue to put that off..

It makes sense. Last question for me. In the past, you shared with us the scholarships as a percentage of revenue.

Can you update for the last quarter?.

Yes. I mentioned it, but I'll give it to you again. Scholarships, 15.7% in this last quarter compared to 14.6% in the Q3 2013..

Our next question comes from Trace Urdan with Wells Fargo Securities..

I actually had talked to some lawyers about this transaction, which has been taking place among smaller institutions primarily to avoid annihilation from regulations, and one of the obstacles that I understand is true is not really come from the education regulatory side, but rather from the IRS.

They look very carefully at transactions like this in order to ensure that there is not a windfall accruing to the seller in these circumstances.

So in that context, I'm wondering if the people that are advising you are comfortable that you really can pay a premium that shareholders, at least shareholders, would find acceptable in this circumstance?.

Yes, it's something -- again, we've just started our work, but it's been an issue that's been identified. I think, for us, the biggest issue, frankly, would be the built-in gain that's been accrued given the difference between the value of the University and the net book value of our assets.

And so, I think the IRS would actually be very pleased with the transaction because the tax bill would be pretty significant. And we're working on how that would play out. But it is something that, that's been identified and we're working through..

If I can just cover quickly on the first part of that.

When we met with the Department of Ed, we told them what we are going meet about, so they did their research and one of the first things they said was, what some people might say is that you're doing is to avoid any potential regulatory things, and they said we have done the research and obviously you are in the very strong place with regards to that.

So we're not -- we're not doing that for the purpose. So just want to make sure I got that out there..

Our next question comes from Jeff Silber with BMO..

It's Henry Chien calling in for Jeff. Sorry to attack another along the conversion. Would you -- I know you can't share too much, but would you be able to -- I know you said that you'd probably take out shareholders at premium.

Would you be able to walk us through the process, maybe the timeline of how that would go about?.

Again, it's just too early to go through that at this point. As we get additional information, we'll share publicly, but it's just too early in the process to get more detailed information..

Got it.

And, Brian, authorization, are there any major reasons that would be due to -- to you to remain as the for-profit public company?.

Well, it has to make sense for the university and for the shareholder. So coming to evaluation that makes sense to our shareholders, but also doesn't put an extreme debt burden on the University. And so that -- I think that's obviously the biggest piece to ensuring that this transaction happened is it has to be -- make sense for both parties..

Our next question comes from Sara Gubins from Merrill Lynch..

This is David Chu for Sara.

So in regards to this premium for investors, who determines this value?.

Again, I think, David, that'll be something that will play itself out over the next few months, et cetera. There is, obviously, got to be 2 separate parties to the transaction, and then, I think, typically, the bankers get a fairness opinion to make sure that it's appropriate..

And I did use the word premium. And what I meant by that is, obviously it has to make sense for both of us. So whatever that is eventually determined, we -- it'll have to make sense for both of us, not for us to go forward..

And to follow-up on Trace's question, so besides, say, add to creditors, states, IRS like -- and some other entities stand in the way of the potential conversion?.

I don't -- I think, you probably hit on all the major pieces. It's the state, it's our crediting body, it's the Department of Ed, and it's the IRS. I think those are the major outside parties that will be reviewing the transaction..

Okay.

And just lastly, I guess the other, I guess, topic in the 8-K, what prompted the change in voting standards for the election of the directors?.

We got a unsolicited request from one of our investors that we make this change. And so our board, as we do with any similar situations, reviewed the request and determined as appropriate, and thus made the change..

Our last question comes from Philip Stiller with Citi..

Just following up on the potential conversion.

I guess, would the potential transaction here be 100% debt funded or would there be equity as part of the buyout? And if so, where would that money come from?.

Again, Phil, it's just too early to get into those type of details. So I just -- we can't answer that at this point. There'll be a process that plays out, and we will look at all options, and once we have more definite information, we'll share..

Okay. I guess, the margin performance in the quarter was pretty strong despite the tax contribution. The fourth quarter revenue guidance was raised, but the margin guidance was not.

So I'm just trying to figure out what put through in the third quarter that more necessarily benefit the fourth quarter margin?.

Well, we had -- already had a pretty significant bump in our margin expectations for the fourth quarter versus the third quarter. As we talked about in the second quarter, and it continued in the third quarter, our summer revenue for our ground traditional students was higher than we expected, and thus that helped.

Obviously, that doesn't flow through into the fourth quarter. So we still feel good about the margins for the fourth quarter. They're much more -- much higher than, I think, 2 years ago, we would have thought. But we don't feel that they're going to be higher than what we've guided to. We have reached the end of our third quarter conference call.

We appreciate your time and interest in Grand Canyon Education. If you still have questions, please contact either myself, Dan Bachus or Bob Romantic. Thank you very much..

Ladies and gentlemen, thank you for participating in today's conference. This does conclude today's program. You may all disconnect. Everyone, have a great day..