DeVry University launched a newUniversity’s academic structure is organized within five colleges.
The College of Business & Management, which organized its various disciplines into five specific colleges.includes Keller Graduate School of Management
The College of Engineering & Information Sciences
The College of Health Sciences
The College of Liberal Arts & Sciences, which includes the School of Education
The College of Media Arts & Technology
This structure provides flexibility for future curricula and adopts an organization that is more familiar to students.curricula. Degree programs are offered in the following areas. Unless otherwise noted, all degree programs are also available online.areas:
College of Liberal Arts & Sciences
Bachelor’s Degree
Communications
Justice Administration
Master’s Degree (School of Education)
Education
Educational Technology
College of Business & Management
Associate Degree
Accounting
Bachelor’s Degree
Accounting
Business Administration
Management
Technical Management
Master’s Degree
Accounting & Financial Management
Business Administration
Human Resource Management
Project Management
Public Administration
College of Health Sciences
Associate Degree
Electroneurodiagnostic Technology
Health Information Technology
Bachelor’s Degree
Clinical Laboratory Science
Healthcare Administration
Keller Graduate School of Management
Master’s Degree
Accounting
Accounting & Financial Management
Business Administration
Information Systems Management
Human Resource Management
Project Management
Public Administration
Network & Communications Management
College of Media Arts & Technology
Associate Degree
Web Graphic Design
Bachelor’s Degree
Multimedia Design & Development
College of Engineering & Information Sciences
Associate Degree
Electronics & Computer Technology
Network Systems Administration
Bachelor’s Degree
Biomedical Engineering Technology
Computer Engineering Technology
Computer Information Systems
Electronics Engineering Technology
Game & Simulation Programming
Network and Communications Management
Master’s Degree
Electrical Engineering
Information Systems Management
Network & Communications Management
Students access these degree and certificate programs through a North American system of 9497 locations as of June 30, 2012, as well as through DeVry University’s online delivery platform.
DeVry University reviews and revises its curricula on a regular basis for relevance to both students and employers. In addition, new programs and degrees are regularly evaluated to improve DeVry University’s educational offerings and to respond to competitive changes in the employment market.
Laboratory courses throughout each curriculum prepare students for the workplace by integrating classroom learning with a practical, hands-on experience and applied learning activities that enhance technical skills. For some courses, laboratory activities are delivered in a specialized classroom featuring advanced equipment and software. In addition, some laboratory activities take place in a lecture-lab classroom, using PCs and various software packages.
DeVry University also invests in resources for libraries and academic support services that can assist students in any phase of their educational program. DeVry University offers undergraduate students an array of social and professional activities including student organizations closely linked to students’ professional aspirations. Campuses regularly invite technology and business leaders into the classroom. Faculty members serve as mentors for student chapters of professional associations and sponsor a wide range of student co-curricular projects. Students are required to complete a course that teaches practical strategies and methods for realizing success so they will be prepared to assume responsibility for their own learning and growth.
Keller Graduate School of Management emphasizeshas a continued and sustained focus on excellence in teaching, student mastery of practical management skills, and service to working adults. The curricula, like the undergraduate curricula, are subject to regular review for relevance to both students and employers. Keller offers classes in the evening, on weekends and online, which enables students to complete their degrees using whatever combination of online and onsite coursework suits their needs. To broaden the scope and appeal of its master’s degree programs, Keller has developed concentrations and graduate certificates. MostMany faculty members are practicing professionals who bring their expertise to the classroom, emphasizing theory and practices that will best serve students in their work as managers. Critical competencies in areas such as business communications, electronic commerce, technology, ethics, quality, and international matters are woven throughout the curricula.
Keller’s Master of Accounting and Financial Management program offers students a choice of threetwo professional certification exam-preparation emphases: Certified Public Accountant and Certified Fraud Examiner, or Chartered Financial Analyst.Examiner. The Certified Public Accountant and Chartered Financial Analyst concentrations wereconcentration was developed in conjunction with Becker Professional Education. Keller’s Master of Project Management program abides by the operational and educational criteria set forthestablished by the Project Management Institute (“PMI”) and has earned the highest level of accreditation and the elite designation of Global Accreditation Center (GAC) in January 2009.. Coursework within Keller’s Master of Human Resource Management program is in alignment with the HR Curriculum Guidelines and Templates established by the Society for Human Resource Management. The Master of Public Administration program offers students a choice of three tracks: government management, nonprofit management, and health management.
Academic Calendar
DeVry University operates on a uniform academic calendar for both the undergraduate and graduate degree programs across all methods of educational delivery — onsite and online. The calendar consists of three academic periods (i.e. semesters) of 16 weeks, each comprising two eight-week sessions.
Online Delivery and Technology
DeVry University has offered online graduate programs since September 1998, and online undergraduate programs since 2001. Our online course offerings have increased every year since 1998, and we expect to continue to add online programs and concentrations in the future. By offering courses online, we can better serve students whose schedules or personal circumstances prevent them from attending classes in person, optimize use of classroom space, as well as supporting instruction with new and offer students the latest educationalemerging technologies.
The majority of DeVry University’s online students are adults attracted by the quality, inherent flexibility and convenience of the program.program delivery format. We also have many students who “mix and match” onsite and online courses to best meet their individual needs and schedules.
In addition to our online degree programs, many undergraduate and graduate courses are taught using an integrated learning system, or “blended learning model,” that incorporates both onsite and instructor-guided online activities.
Enrollment Trends
New student undergraduate enrollment in July 2012 session decreased 16.6% to 7,532 students as compared to the prior year. Total undergraduate enrollment in summer 2009 reachedJuly 2012 was 50,503 students, a record highdecrease of 55,979 students, an increase of 21.9%15.8% compared to 45,90759,966 in the previous summer. There were 17,991 coursetakers16,397 total students for the summer 2009 termJuly 2012 session in DeVry University’s graduate programs, including its Keller Graduate School of Management, representing an increasea decrease of 12.3% over9.7% from the prior year. Coursetaker
The following table provides historical enrollment indata for DeVry UniversityUniversity’s undergraduate programs including both onsite and online program offerings in summer 2009 was 56,321, an increasestudents.
| DeVry University Undergraduate Student Enrollment Fiscal Year 2012 | ||||||||||||||||||||||||
| Term | July 2011 | September 2011 | November 2011 | January 2012 | March 2012 | May 2012 | ||||||||||||||||||
New Students | 9,026 | 7,200 | 6,488 | 5,593 | 6,533 | 5,730 | ||||||||||||||||||
Total Students | 59,966 | 65,933 | 60,103 | 62,435 | 56,958 | 60,044 | ||||||||||||||||||
| % Change Over Prior Year | ||||||||||||||||||||||||
| Term | July 2011 | September 2011 | November 2011 | January 2012 | March 2012 | May 2012 | ||||||||||||||||||
New Students | (33.8% | ) | (28.4% | ) | (19.8% | ) | (22.5% | ) | (17.3% | ) | (14.3% | ) | ||||||||||||
Total Students | (6.5% | ) | (9.9% | ) | (13.3% | ) | (14.9% | ) | (15.5% | ) | (14.7% | ) | ||||||||||||
| DeVry University Undergraduate Student Enrollment Fiscal Year 2011 | ||||||||||||||||||||||||
| Term | July 2010 | September 2010 | November 2010 | January 2011 | March 2011 | May 2011 | ||||||||||||||||||
New Students | 13,627 | 10,060 | 8,092 | 7,217 | 7,898 | 6,690 | ||||||||||||||||||
Total Students | 64,155 | 73,153 | 69,307 | 73,339 | 67,374 | 70,393 | ||||||||||||||||||
| % Change Over Prior Year | ||||||||||||||||||||||||
| Term | July 2010 | September 2010 | November 2010 | �� | January 2011 | March 2011 | May 2011 | |||||||||||||||||
New Students | 9.9% | (0.2% | ) | (9.7% | ) | (17.4% | ) | (13.0% | ) | (10.6% | ) | |||||||||||||
Total Students | 23.4% | 18.3% | 15.9% | 11.0% | 6.6% | 3.7% | ||||||||||||||||||
The following table provides historical coursetaker enrollment for DeVry University’s graduate programs including its Keller Graduate School of 26.6% over the prior year. Management.
| DeVry University Graduate Coursetakers | ||||||||||||||||||||||||
Fiscal Year | July | September | November | January | March | May | ||||||||||||||||||
2012 | 21,576 | 23,937 | 23,264 | 24,029 | 23,366 | 22,732 | ||||||||||||||||||
2011 | 21,165 | 23,389 | 23,199 | 24,784 | 24,406 | 23,802 | ||||||||||||||||||
| % Change Over Prior Year | ||||||||||||||||||||||||
Fiscal Year | July | September | November | January | March | May | ||||||||||||||||||
2012 | 1.9% | 2.3% | 0.3% | (3.0% | ) | (4.3% | ) | (4.5% | ) | |||||||||||||||
2011 | 17.6% | 14.1% | 11.9% | 9.3% | 9.2% | 7.7% | ||||||||||||||||||
The term coursetaker“coursetaker” refers to the number of courses taken by a student. Thus, one student taking two courses is counted as two coursetakers.
| Undergraduate New Students | ||||||||||||||||||||||||
| Enrollment | % Change Over Prior Year | |||||||||||||||||||||||
| Fiscal Year | Summer | Fall | Spring | Summer | Fall | Spring | ||||||||||||||||||
| 2010 | 19,057 | 14.8 | % | |||||||||||||||||||||
| 2009 | 16,595 | 15,811 | 14,288 | 19.3 | % | 19.7 | % | 15.1 | % | |||||||||||||||
| 2008 | 13,906 | 13,204 | 12,410 | 9.7 | % | 10.7 | % | 12.1 | % | |||||||||||||||
| 2007 | 12,671 | 11,930 | 11,075 | 12.2 | % | 11.9 | % | 6.9 | % | |||||||||||||||
| 2006 | 11,293 | 10,663 | 10,359 | 7.3 | % | 6.4 | % | 16.4 | % | |||||||||||||||
| Undergraduate Total Students | ||||||||||||||||||||||||
| Enrollment | % Change Over Prior Year | |||||||||||||||||||||||
| Fiscal Year | Summer | Fall | Spring | Summer | Fall | Spring | ||||||||||||||||||
| 2010 | 55,979 | 21.9 | % | |||||||||||||||||||||
| 2009 | 45,907 | 52,146 | 53,259 | 12.6 | % | 16.9 | % | 18.8 | % | |||||||||||||||
| 2008 | 40,774 | 44,594 | 44,814 | 9.8 | % | 10.3 | % | 10.3 | % | |||||||||||||||
| 2007 | 37,132 | 40,434 | 40,637 | 2.5 | % | 4.9 | % | 5.5 | % | |||||||||||||||
| 2006 | 36,220 | 38,546 | 38,523 | (4.8 | )% | (2.3 | )% | 1.2 | % | |||||||||||||||
| Graduate Coursetakers | ||||||||||||||||||||||||
| Fiscal Year | July | September | November | January | March | May | ||||||||||||||||||
| 2010 | 17,991 | |||||||||||||||||||||||
| 2009 | 16,017 | 17,799 | 17,803 | 19,475 | 19,357 | 18,822 | ||||||||||||||||||
| 2008 | 14,023 | 15,857 | 15,657 | 17,377 | 17,005 | 16,537 | ||||||||||||||||||
| 2007 | 12,617 | 14,069 | 13,920 | 15,278 | 14,756 | 14,290 | ||||||||||||||||||
| 2006 | 11,434 | 12,732 | 12,777 | 13,776 | 14,029 | 13,148 | ||||||||||||||||||
| % Change Over Prior Yr | ||||||||||||||||||||||||
| July | September | November | January | March | May | |||||||||||||||||||
| 2010 | 12.3 | % | ||||||||||||||||||||||
| 2009 | 14.2 | % | 12.2 | % | 13.7 | % | 12.1 | % | 13.8 | % | 13.8 | % | ||||||||||||
| 2008 | 11.1 | % | 12.7 | % | 12.5 | % | 13.7 | % | 15.2 | % | 15.7 | % | ||||||||||||
| 2007 | 10.3 | % | 10.5 | % | 8.9 | % | 10.9 | % | 5.2 | % | 8.7 | % | ||||||||||||
| 2006 | 11.3 | % | 5.0 | % | 3.3 | % | 9.4 | % | 12.3 | % | 8.5 | % | ||||||||||||
| Online Coursetakers* | ||||||||||||||||||||||||
| Enrollment | % Change Over Prior Year | |||||||||||||||||||||||
| Fiscal Year | Summer | Fall | Spring | Summer | Fall | Spring | ||||||||||||||||||
| 2010 | 56,321 | 26.6 | % | |||||||||||||||||||||
| 2009 | 44,503 | 51,628 | 55,745 | 23.6 | % | 25.5 | % | 27.0 | % | |||||||||||||||
| 2008 | 36,001 | 41,128 | 43,889 | 26.0 | % | 27.1 | % | 25.0 | % | |||||||||||||||
| 2007 | 28,580 | 32,369 | 35,111 | 35.7 | % | 32.9 | % | 22.5 | % | |||||||||||||||
| 2006 | 21,068 | 24,357 | 28,912 | 67.3 | % | 50.0 | % | 46.3 | % | |||||||||||||||
The total postsecondary student population can be thought of as two categories of students: career-launchers, who are primarily traditional college-age students; and career-enhancers, who are primarily working adults.
According to the U.S. Department of Education, between 19972000 and 2007,2010, the latest period for which data are available, enrollment in degree grantingdegree-granting institutions increased by 26%37%, from 14.515.3 million to 18.221.0 million. Much of the enrollment growth was in full-time enrollment; the number of full-time students rose 34%45%, while the number of part-time students grew 15%26%. Enrollment increases may be affected both by population growth and by rising rates of individuals inspired to attend college. Between 19972000 and 2007,2010, the number of 18- to 24-year olds increased from 25.527.3 million to 29.530.7 million, and the percentage of 18- to 24-year olds enrolled in college rose from 37%35% in 19972000 to 39%41% in 2007.
According to the National Center for Education Statistics (“NCES”), in recent years the percentage increase in the number of older students butage 25 and over has been larger than the percentage increase in the number of younger students, and this pattern is expected to change. The U.S. Department of Education estimates that between 1995continue. Between 2000 and 20062010, the enrollment of students under age 25 increased by 33%34%. Enrollment of personsstudents 25 and olderover rose by 13%42% during the same period. From 20062010 to 2017, the National Center for Education Statistics (“NCES”)2020, NCES projects a rise of 10%11% in enrollments of personsstudents under age 25, and a rise of 19%20% in enrollments of personsstudents 25 and older.over. Many external forces have combined to inspire older students to attend college today: the development of thetoday’s knowledge-based economy; the rapid pace of technological change in the workplace; the emergence of e-learning tools that make continuing education more feasible; and a growing recognition of the importance of lifelong learning.
The NCES estimates that in 20072011 approximately 37.6%41.7% of all college students were at least 25 years old. DeVry believes that moreMore than half of ourDeVry University’s undergraduate students are at least 25 years old. More significantly, at DeVry University online and DeVry University centers, which are designed for the adult student and have been the fastest growing portion of our operations, nearly 80% of DeVry University’s students are age 25 or older. Projections indicate that the percentage of this age group attending college will remain constant at approximatelyabove 40% until 2014.2020. The Bureau of Labor Statistics projects that through 2010, job categories requiring at least some postsecondary education (primarily bachelor’s and associate degrees) will grow nearly twice as fast as those not requiring such education.
Another strong motivation for students considering a postsecondary education is the prospective income premium. According to the U.S. Census Bureau, in 2007,2009 (the most recent date for which data are available), the average income of U.S. employees with a bachelor’s degree was approximately $47,240$56,665 which was nearly 67%85% higher than the average for those with only a high school education. The wage gap is even larger for those with graduate degrees.
While the overall postsecondary student population continues to expand, DeVry University is experiencing declining enrollments. Management believes the decreases in enrollments are driven primarily by the negative impact on student decision making of the prolonged economic downturn and persistent unemployment, resulting in a reduction of interest from potential students. In addition, management believes a short-term distraction of DeVry University employees associated with the implementation of new regulations in July 2011, along with heightened competition also is contributing to the decreases in enrollments.
DeVry University’s student body is increasingly diverse and many come from lower income families, or are the first in their family to attend college. Some DeVry University campuses rank near the top of the list of institutions in the number of degrees granted to minority students in the fields of computer and information science, business, and all academic disciplines combined. In particular, DeVry University continues to be ranked among the top producers in the country of minority graduates earning bachelor’s degrees in the fields of computer and information sciences (CIS), and business, marketing and management by Diverse Issues in Higher Education (June 2009).
Demographic information based on DeVry University’s fall term enrollments follows.
| Total Population | Fall 2006 | Fall 2007 | Fall 2008 | |||||||||
| Undergraduate | 76.9 | % | 76.6 | % | 77.2 | % | ||||||
| Graduate | 23.1 | % | 23.4 | % | 22.8 | % | ||||||
| Age | Fall 2006 | Fall 2007 | Fall 2008 | |||||||||
| 24 and Under | 35.1 | % | 33.3 | % | 31.1 | % | ||||||
| 25-39 | 50.1 | % | 51.3 | % | 52.4 | % | ||||||
| 40 and Over | 14.7 | % | 15.3 | % | 16.4 | % | ||||||
| Unknown | 0.1 | % | 0.1 | % | 0.1 | % | ||||||
| Gender | Fall 2006 | Fall 2007 | Fall 2008 | |||||||||
| Male | 58.4 | % | 56.3 | % | 54.7 | % | ||||||
| Female | 41.6 | % | 43.7 | % | 45.3 | % | ||||||
| Ethnicity | Fall 2006 | Fall 2007 | Fall 2008 | |||||||||
| White, non-Hispanic | 43.4 | % | 42.9 | % | 44.5 | % | ||||||
| Black, non-Hispanic | 29.1 | % | 29.1 | % | 30.7 | % | ||||||
| Hispanic | 13.3 | % | 13.2 | % | 13.5 | % | ||||||
| Asian/Pacific Islander | 6.9 | % | 6.6 | % | 6.6 | % | ||||||
| American Indian/Alaska Native | 0.7 | % | 0.8 | % | 0.8 | % | ||||||
| Non-resident/Alien | 2.4 | % | 1.7 | % | 1.5 | % | ||||||
| Unknown | 4.2 | % | 5.7 | % | 2.4 | % | ||||||
| Total Population | Fall 2010 | Fall 2011 | ||||||
Undergraduate | 77.4% | 74.5% | ||||||
Graduate | 22.6% | 25.5% | ||||||
| Age | Fall 2010 | Fall 2011 | ||||||
24 and Under | 25.4% | 23.1% | ||||||
25 - 39 | 53.4% | 54.2% | ||||||
40 and Over | 21.1% | 22.7% | ||||||
| Gender | Fall 2010 | Fall 2011 | ||||||
Male | 54.0% | 53.0% | ||||||
Female | 46.0% | 47.0% | ||||||
| Race/Ethnicity | Fall 2010 | Fall 2011 | ||||||
White | 41.1% | 38.5% | ||||||
Black or African American | 29.6% | 26.9% | ||||||
Hispanic (of any race) | 14.4% | 14.2% | ||||||
Asian | 4.9% | 4.7% | ||||||
American Indian or Alaska Native | 0.6% | 0.5% | ||||||
Non-resident Alien | 1.3% | 1.8% | ||||||
Two or More Races | 1.4% | 1.4% | ||||||
Native Hawaiian or Other Pacific Islander | 0.6% | 0.6% | ||||||
Race/Ethnicity Unknown | 6.1% | 11.4% | ||||||
MEDICAL AND HEALTHCARE
DeVry’s Medical and Healthcare segment includes DeVry Medical International, Chamberlain College of Nursing, and Carrington Colleges Group. Under the leadership of the president of DeVry’s Medical and Healthcare Group, a management team works with each of the institutions in this segment.
DeVry Medical International
DeVry Medical International operates two schools: three institutions:
Ross University School of Medicine confers the Doctor of Medicine (M.D.) degree, and degree;
Ross University School of Veterinary Medicine confers the Doctor of Veterinary Medicine (D.V.M.) degree; and
American University of the Caribbean School of Medicine confers the Doctor of Medicine (M.D.) degree.
Together, the two Rossthree schools had 4,4485,944 students enrolled in the May 20092012 semester. Over 7,000
Ross University School of Medicine
Since 1978, Ross University School of Medicine has been providing high quality medical education to prospective physicians. Ross University School of Medicine has graduated over 9,200 physicians during its three decades of service, and these graduates have receivedpractice medicine in the US, Canada and Puerto Rico. The mission of Ross M.D. degrees since 1978; these individuals are practicing in all 50 states. More than 2,300 graduates have receivedUniversity School of Medicine is to prepare highly dedicated students to become effective, successful physicians. Ross D.V.M. degrees.
Ross medical students complete a four-semester (approximately 16 months) basic science and pre-clinicalFoundations of Medicine curriculum in modern classrooms and laboratories at a campus located in Dominica and at a newly opened clinical facility in Freeport, Grand Bahama.Dominica. The four semesters are followed by a one-semester course entitled Advanced Introduction to Clinical Medicine at the Dominica campus, the Ross clinical location in Miami or at an affiliated hospital facility in Saginaw, Michigan. After students successfully complete Step 1 of the U.S. Medical Licensing Examinationtm, which assesses whether medical school students understand and can apply scientific concepts that are basic to the practice of medicine, they can complete the remainder of the 10-semester program by participating in clinical rotations under Ross University direction, and conducted at nearly 7075 affiliated teaching hospitals or medical centers affiliated with accredited medical education programs in the United States.
Ross’ medical school’s primary campus. All students in the medical school currently begin their training in Dominica, with a portion of third and fourth semester students taking clinical classes in Freeport. The Ross University Freeport clinical center, located 52 miles from Fort Lauderdale, will grow to accommodate the future expansion needs of Ross University’s medical program, as well as potentially adding other degree programs. The Freeport clinical center currently has 21 faculty members and will add more as enrollment increases. Depending upon the pace of development, capital expenditures related to opening the branch campus, including land, buildings and equipment, are expected to be in the range of $35-$60 million over the next several years.
Since its founding in 1982, Ross University School of Veterinary Medicine has graduated more than 2,900 veterinarians. The mission of Ross University School of Veterinary Medicine is to prepare highly dedicated students to become effective, successful veterinarians in the United States.
Ross veterinary students complete a seven-semester pre-clinical curriculum in a large modern facilitytechnologically advanced campus in St. Kitts. This program is structured to provide a veterinary education that is comparable to traditional educational programs at U.S. veterinary schools. After completing their pre-clinical curriculum, Ross veterinary students enter a clinical clerkship lasting approximately 48 weeks under Ross University direction at one of 2122 affiliated U.S. Colleges of Veterinary Medicine. At both the Medical and Veterinary schools, there is an academic trend that is introducing students are introduced to clinical experiences and clinical skills earlierearly in their respective curriculums.
American University of the Caribbean School of Medicine
On August 3, 2011, DeVry acquired the American University of the Caribbean School of Medicine (“AUC”) which was founded in 1978. AUC confers the Doctor of Medicine degree and its campus is located in the country of St. Maarten. Over 4,500 graduates have received AUC M.D. degrees and are licensed and practicing medicine throughout the world.
AUC medical students complete a two-year basic sciences program taught at AUC’s St. Maarten campus, followed by two years of clinical sciences taught at affiliated hospitals in the United States and England. AUC’s educational program is comparable to the educational programs offered at U.S. medical schools.
The acquisition of AUC was consistent with DeVry’s growth and diversification strategy, increasing its presence in high quality medical and healthcare education and expanding its academic offerings at the post-baccalaureate level. DeVry was attracted to AUC because of its highly regarded faculty, commitment to academic excellence, and an accomplished network of alumni. In addition, AUC has strong partnerships with residency placement hospitals across the United States.
The following table provides historical enrollment data for Ross University, including both medical and veterinary school students.
| Ross University New Students | ||||||||||||||||||||||||
| Enrollment | % Change Over Prior Yr | |||||||||||||||||||||||
| Fiscal Year | September | January | May | September | January | May | ||||||||||||||||||
| 2009 | 608 | 611 | 562 | 6.3 | % | 10.9 | % | 16.8 | % | |||||||||||||||
| 2008 | 572 | 551 | 481 | (8.9 | )% | 11.1 | % | 15.6 | % | |||||||||||||||
| 2007 | 628 | 496 | 416 | 9.2 | % | 28.2 | % | (5.2 | )% | |||||||||||||||
| 2006 | 575 | 387 | 439 | 40.6 | % | 67.5 | % | 63.8 | % | |||||||||||||||
| Ross University Total Students | ||||||||||||||||||||||||
| Enrollment | % Change Over Prior Year | |||||||||||||||||||||||
| Fiscal Year | September | January | May | September | January | May | ||||||||||||||||||
| 2009 | 4,219 | 4,323 | 4,448 | 8.8 | % | 7.8 | % | 9.4 | % | |||||||||||||||
| 2008 | 3,876 | 4,011 | 4,064 | 4.1 | % | 7.0 | % | 7.9 | % | |||||||||||||||
| 2007 | 3,724 | 3,747 | 3,767 | 15.4 | % | 14.8 | % | 9.9 | % | |||||||||||||||
| 2006 | 3,227 | 3,264 | 3,428 | (3.8 | )% | 4.5 | % | 13.2 | % | |||||||||||||||
| DeVry Medical International New Students | ||||||||||||||||||||||||
| Enrollment | % Change Over Prior Year | |||||||||||||||||||||||
Fiscal Year | September | January | May | September | January | May | ||||||||||||||||||
2012 | 853 | 601 | 643 | 22.9% | (20.5% | ) | 13.6% | |||||||||||||||||
2011 | 694 | 756 | 566 | 4.2% | 8.2% | 66.5% | ||||||||||||||||||
| DeVry Medical International Total Students | ||||||||||||||||||||||||
| Enrollment | % Change Over Prior Year | |||||||||||||||||||||||
Fiscal Year | September | January | May | September | January | May | ||||||||||||||||||
2012 | 6,082 | 6,024 | 5,944 | 6.3% | 1.0% | 1.0% | ||||||||||||||||||
2011 | 5,723 | 5,965 | 5,885 | 24.4% | 27.8% | 29.6% | ||||||||||||||||||
For students who started in the 2011-2012 academic year, the average Ross medical student is 2726 years old — two years older than the U.S. medical school average — and the student population is approximately 56%55% male. The average Ross veterinary student also is 2726 years old — one yeartwo years older than the U.S. veterinary school average — and the student population is more than 72%approximately 81% female. Most Ross students are either citizens or permanent residents of the United States.
Chamberlain College of Nursing
DeVry acquired Chamberlain College of Nursing in March 2005. Founded as Deaconess College of Nursing more than a century ago, Chamberlain offers programs in nursing education leading to one of three degrees: Associate of ScienceDegree in Nursing (“ASN”ADN”) – (available at Columbus, Ohio campus), Bachelor of Science in Nursing degree (“BSN”), (including both the on-site three year BSN and the online RN to BSN Degree Completion Option, or the online Master of Science in Nursing (offered only online). Students enroll atdegree. Chamberlain’s eleven campuses in St. Louis, Missouri; Columbus, Ohio; Phoenix, Arizona; Addison, Illinois; Jacksonville, Florida; and/or online.are co-located with DeVry University locations. Chamberlain had 4,30210,852 students enrolled in the July 2009 semester.
Chamberlain provides a superior nursing education experience distinguished by academic excellence, innovation, integrity and world class service. Chamberlain is committed to graduating compassionate, ethical and knowledgeable leaders who are empowered to transform healthcare.
Chamberlain’s pre-licensure BSN programdegree is a traditional on-campuson-site baccalaureate program. The BSN program enables students to complete their BSN degree in three years of full-time study as opposed to typical four year BSN programs where students take thecontaining summer off.breaks. Students who already have achieved Registered Nurse (“RN”) designation through a diploma or associate degree can complete their BSN online through Chamberlain’s “fast track” RN to BSN completion program in as littlefew as three semesters. The ASNADN program is a six-semester year roundyear-round program offered onsite or online only from the Columbus, Ohio location. In addition, Licensed Practical Nurses (“LPNs”) may receive up to 10 hours of credit for their previous work and can complete an ASNADN degree through either the onsite or online programs in Ohio. General educationLiberal arts and science courses are taught through DeVry University.
Chamberlain’s degree programs provide nursing skill training and general education. Pre-licensure students complete clinical training at hospitals or other healthcare facilities. Chamberlain has developed numerous partnerships with hospitals and other healthcare facilities for this purpose.
The online master’s degree program offers twofour specialty tracks: nurse educationEducator Specialty Track, Executive Specialty Track, Informatics Specialty Track, and nurse executive.Healthcare Policy Specialty Track. The program is 72 credit hours and is designed to take approximately two years of part-time study. Management courses are taught through Keller Graduate School of Management.
The following table provides historical enrollment data for Chamberlain, including both onsite and online students.
| Chamberlain College of Nursing New Students | ||||||||||||||||||||||||
| Enrollment | % Change Over Prior Yr | |||||||||||||||||||||||
| Fiscal Year | July | November | March | July | November | March | ||||||||||||||||||
| 2010 | 1,558 | 51.9 | % | |||||||||||||||||||||
| 2009 | 1,026 | 1,363 | 1,240 | 181.9 | % | 114.6 | % | 72.9 | % | |||||||||||||||
| 2008 | 364 | 635 | 717 | N/M | N/M | N/M | ||||||||||||||||||
| Chamberlain College of Nursing Total Students | ||||||||||||||||||||||||
| Enrollment | % Change Over Prior Yr | |||||||||||||||||||||||
| Fiscal Year | July | November | March | July | November | March | ||||||||||||||||||
| 2010 | 4,302 | 77.8 | % | |||||||||||||||||||||
| 2009 | 2,419 | 3,207 | 3,722 | 122.1 | % | 116.0 | % | 104.5 | % | |||||||||||||||
| 2008 | 1,089 | 1,485 | 1,820 | N/M | N/M | N/M | ||||||||||||||||||
| Chamberlain College of Nursing Undergraduate and Graduate Student Enrollment Fiscal Year 2012 | ||||||||||||||||||||||||
| Term | July 2011 | September 2011 | November 2011 | January 2012 | March 2012 | May 2012 | ||||||||||||||||||
New Students | 1,721 | 1,065 | 1,868 | 1,129 | 1,801 | 1,083 | ||||||||||||||||||
Total Students | 9,392 | 10,039 | 10,619 | 10,888 | 11,321 | 11,214 | ||||||||||||||||||
| % Change Over Prior Year | ||||||||||||||||||||||||
| Term | July 2011 | September 2011 | November 2011 | January 2012 | March 2012 | May 2012 | ||||||||||||||||||
New Students | 10.7% | (6.0% | ) | 4.2% | (3.6% | ) | 6.1% | (0.8% | ) | |||||||||||||||
Total Students | 39.5% | 32.2% | 26.5% | 20.4% | 19.9% | 15.7% | ||||||||||||||||||
| Chamberlain College of Nursing Undergraduate and Graduate Student Enrollment Fiscal Year 2011 | ||||||||||||||||||||||||
| Term | July 2010 | September 2010 | November 2010 | January 2011 | March 2011 | May 2011 | ||||||||||||||||||
New Students | 1,555 | 1,133 | 1,793 | 1,171 | 1,697 | 1,092 | ||||||||||||||||||
Total Students | 6,732 | 7,587 | 8,396 | 9,044 | 9,440 | 9,690 | ||||||||||||||||||
| % Change Over Prior Year | ||||||||||||||||||||||||
| Term | July 2010 | September 2010 | November 2010 | January 2011 | March 2011 | May 2011 | ||||||||||||||||||
New Students | 43.6% | 30.1% | 45.4% | 29.4% | 33.6% | 25.8% | ||||||||||||||||||
Total Students | 63.9% | 59.6% | 58.4% | 55.0% | 49.3% | 46.9% | ||||||||||||||||||
Ninety percent of Chamberlain students are female. Students in the on-campuson-site BSN program tend to be younger, yet most enter Chamberlain with previous college credits. Those in the ASNADN program tend to be non-traditional adult students who are changing careers.
Carrington Colleges Group
Carrington Colleges Group, Inc., also known as U.S. Education Corporation, (“U.S. Education”)was acquired by DeVry in September 2008. U.S. EducationCarrington Colleges Group is the parent organization of Carrington College (formerly Apollo College founded in 1976) and Carrington College California (formerly Western Career College andfounded in 1967). The parent organization is headquartered in Mission Viejo, California. ApolloPhoenix, Arizona. Carrington College and Western CareerCarrington College California prepare students for careers in healthcare through certificate and associate degree programs. The two colleges operate 18 campus locations20 campuses in the western United States and currently serveoffer selected programs online. Currently, Carrington serves more than 10,0004,800 students.
The mission each of Carrington College and Western CareerCarrington College California is to prepare graduates to become health care professionals with the knowledge and skill necessary to assume entry-level positions in the healthcare industry.
Carrington College and Carrington College California currently offer career specific certificate or associate degree programs through campus basedcampus-based courses in the following areas:
Medical
Diagnostic Medical Sonography
Health Care Administration
Medical Assisting
Medical Billing and Coding
Medical Laboratory Technology(1)
Medical Office Management(1)
Medical Radiography(1)
Respiratory Care
Surgical Technology(2)
Nursing
Practical Nursing(1)
Registered Nursing
Vocational Nursing(2)
Dental
Dental Assisting
Dental Hygiene
Health & Fitness/Massage
Fitness Training
Massage Therapy
Physical Therapy Technology(1)
Physical Therapist Assistant
Veterinary
Veterinary Assisting(1)
Veterinary Technology(2)
Pharmacy
Pharmacy Technology
Criminal Justice
Criminal Justice(2)
Graphics
Graphics Design(2)
Architectural Design Drafting(2)
Offered only at Carrington College |
| (2) | Offered only at Carrington College California |
Carrington College
In addition to its onsite programs, Carrington College California offers online Programs in Accounting, Business, Computer Technology, Criminal Justice, Graphic Design, Health Care Administration, Health Information Technology, Paralegal Studies, Renewable Energy, and student services.
The following table provides historical enrollment data for U.S. Educationstudents at Carrington College and Carrington College California. Management believes the decline in student enrollments at Carrington is the result of the impact of the prolonged economic downturn and persistent unemployment, which has resulted in reductions in the volume of inquiries from potential students.
| U.S. Education New Students | ||||||||||||||||||||||||
| Enrollment | % Change Over Prior Yr | |||||||||||||||||||||||
| Fiscal Year | July | November | March | July | November | March | ||||||||||||||||||
| 2010 | 4,411 | 15.4 | % | |||||||||||||||||||||
| 2009 | 3,821 | 4,681 | 4,323 | 16.7 | % | 17.6 | % | 26.8 | % | |||||||||||||||
| 2008 | 3,273 | 3,980 | 3,408 | N/M | N/M | N/M | ||||||||||||||||||
| U.S. Education Total Students | ||||||||||||||||||||||||
| Enrollment | % Change Over Prior Yr | |||||||||||||||||||||||
| Fiscal Year | July | November | March | July | November | March | ||||||||||||||||||
| 2010 | 10,644 | 17.9 | % | |||||||||||||||||||||
| 2009 | 9,028 | 10,186 | 10,928 | 15.9 | % | 19.4 | % | 21.8 | % | |||||||||||||||
| 2008 | 7,792 | 8,534 | 8,973 | N/M | N/M | N/M | ||||||||||||||||||
| Carrington College and Carrington College California Student Enrollment Fiscal Year 2012 | ||||||||||||||||
| September | December | March | June | |||||||||||||
New Students | 2,548 | 1,565 | 2,035 | 1,632 | ||||||||||||
Total Students | 8,322 | 7,379 | 7,309 | 6,486 | ||||||||||||
| % Change Over Prior Year | ||||||||||||||||
| September | December | March | June | |||||||||||||
New Students | (33.2% | ) | (34.2% | ) | (27.5% | ) | (19.7% | ) | ||||||||
Total Students | (27.8% | ) | (29.3% | ) | (28.4% | ) | (25.7% | ) | ||||||||
| Carrington College and Carrington College California Student Enrollment Fiscal Year 2011 | ||||||||||||||||
| September | December | March | June | |||||||||||||
New Students | 3,816 | 2,379 | 2,808 | 2,033 | ||||||||||||
Total Students | 11,524 | 10,444 | 10,207 | 8,728 | ||||||||||||
| % Change Over Prior Year | ||||||||||||||||
| September | December | March | June | |||||||||||||
New Students | (19.9% | ) | (13.2% | ) | (28.9% | ) | (35.3% | ) | ||||||||
Total Students | (2.3% | ) | (7.3% | ) | (15.0% | ) | (23.0% | ) | ||||||||
INTERNATIONAL, K-12 AND PROFESSIONAL EDUCATION
DeVry Brasil
Founded in 2001 and based in Fortaleza, Ceará, Brazil, DeVry Brasil is the parent organization of Faculdades Nordeste (Fanor), Faculdade Ruy Barbosa, Faculdade FTE ÁREA1 and Faculdade Boa Viagem (“FBV”). These four institutions operate nine campus locations in the cities of Salvador, Fortaleza and Recife, in northeastern Brazil. DeVry completed its acquisition of a majority stake in DeVry Brasil in April 2009. FBV was acquired on February 29, 2012, and expands DeVry Brasil’s presence and program offerings in northeast Brazil.
The mission of DeVry Brasil is to become a leading provider of high quality post-secondary education across Brazil by sharing international academic standards and offering world class career-focused programs that prepare its students for success in their professions.
DeVry Brasil serves more than 21,000 students through undergraduate and graduate programs focused mainly in business management, nursing, law and engineering. The following table provides historical enrollment data for DeVry Brasil students.
| DeVry Brasil New Students | ||||||||||||||||
| Enrollment | % Change Over Prior Year | |||||||||||||||
Fiscal Year | March | September | March | September | ||||||||||||
2012 | 5,599 | 3,033 | 46.1 | % | 29.2 | % | ||||||||||
2011 | 3,833 | 2,347 | 41.0 | % | 9.1 | % | ||||||||||
2010 | 2,718 | 2,151 | (5.9 | %) | 13.6 | % | ||||||||||
| DeVry Brasil Total Students | ||||||||||||||||
| Enrollment | % Change Over Prior Year | |||||||||||||||
Fiscal Year | March | September | March | September | ||||||||||||
2012 | 21,297 | 14,099 | 55.6 | % | 17.8 | % | ||||||||||
2011 | 13,688 | 11,972 | 16.1 | % | 3.8 | % | ||||||||||
2010 | 11,789 | 11,532 | 0.4 | % | 10.6 | % | ||||||||||
The acquisition of FBV accounted for 1,263 new students and 5,421 total students in the Spring 2012 enrollment period. Excluding the impact of the FBV acquisition, new student enrollments grew by 13.1% and total student enrollments grew by 16.0%.
Advanced Academics
Advanced Academics Inc. (“AAI”) is a leading provider of high-quality online education to middle and high school students. Headquartered in Oklahoma City, Oklahoma, AAI was founded in 2000 and acquired by DeVry in October 2007.
The mission of AAI is to help students graduate and succeed. AAI partners with schools and districts throughout the United States to deliver customizable online learning solutions that include Web-based curricula, highly qualified teachers, a twenty-four hour/seven day per week support environment, and a proprietary technology platform specifically designed for grades 6 to 12. AAI’s strategy is not to replace or compete with schools, but to enable schools to serve more students.
Since its inception, AAI has educated more than 130,000 students and has partnerships with school districts in more than 30 states and more than 200 school districts and charter schools, as well as twenty virtual/blended high school programs.
Becker Professional Education is
For more than 50 years, Becker Professional Education, a global leader in professionalexam review and continuing education, and training, serving thehas helped nearly half a million accounting, finance and project management professions. In late July 2009, the organization adopted a master brand strategyprofessionals advance their careers and unified all products and services under one brand, Becker Professional Education. This change leverages the strength of the Becker brand, emphasizes its portfolio of products and services, and reflects the commitment to career long learning. The Stalla Review for the CFA® Exams brand will migrate to Becker Professional Education over the next couple of years.
Becker Professional Education’s primary product lines areinclude review courses preparing students to take the Certified Public Accountant (CPA), Association of Chartered Certified Accountants (ACCA), Chartered Institute of Management Accountants (CIMA), the Diploma in International Financial AnalystReporting and Project Management Professional certification examinations as well asand continuing professional education courses.
On April 2, 2012, Becker expanded its course offerings through its acquisition of Falcon Physician Reviews. Falcon Physician Reviews offers comprehensive review programs for medical students preparing for the United States Medical Licensing Examination (USMLE) and training programs. the Comprehensive Osteopathic Medical Licensing Examination (COMLEX). Using an innovative learning system and instructors from leading U.S. medical institutions, Falcon currently assists more than 1,500 students in achieving their goals of passing licensure exams on their way to becoming physicians.
Through its CPA and CFAexam review courses, Becker served more thannearly 50,000 students in fiscal year 2009.2012. Becker CPA Review is the industry leader in providing CPA exam review services and has been preparing candidates to pass the exam for over 50 years. For 2008, ninecalendar year 2011,
31 of the top 1037 Elijah Watt Sells Award winners, individuals who achieved the highest cumulative scores on the CPA exam, prepared with Becker. For 2007, all 102010, 19 of the19 Elijah Watt Sells Award winners prepared with Becker.
To better meet the demands of today’s busy professionals, Becker’sBecker Professional Education’s classes are offered in three flexible formats: live, self-study and online. The self-study and online products are interactive, and offer the same instructor-led lectures and materials available in the live classroom courses. The online course also provides each student an online instructor who offers individualized guidance and assistance as needed. After experiencing several years
Based on surveys of steady growth in enrollments with our self-study and online review course formats, Becker CPA orders for these formats declined slightly in fiscal year 2009.
Becker Professional Education also offers educationalcontinuing professional education and training programs in the fields of accounting, finance and project management to help individuals and organizations achieve superior performance through professional development. Since instruction can be conducted at the organization’s site, Becker provides a unique and cost-effective continuing education model. In fiscal year 2009, Becker further expanded this product offering by introducing CPE courses online.
The Uniform CPA Examination (“CPA exam”) is prepared and administered by the AICPA. The CPA exam is offered only in a computer-based, on-demand, four-part format for eight months of the year. In addition to successfully passing the four-part exam, CPA candidates must also meet educational, work experience, and other requirements specific to the state or jurisdiction in which they intend to be licensed to practice. Despite the turbulent economic times, the demand for CPAs remains relatively strong and the numberstable. The National Association of exam candidates has increased significantly during the past several years.
DeVry University
The postsecondary education market is highly fragmented and competitive; no single institution has a significant market share. According to the NCES, there were approximately 6,5507,234 Title IV eligible postsecondary institutions in the United States as of the 2007-082011-12 academic year, including approximately 2,7303,393 private, for-profit (“market-funded”private-sector”) schools; approximately 2,0002,011 public schools (“publicly-funded” e.g.(e.g. state institutions and community colleges); and approximately 1,8201,830 private, not-for-profit (“privately-funded”independent”) schools. According to the NCES, in 20072010 approximately 18.221.0 million students were attending degree-granting institutions that participate in the various financial aid programs under Title IV of the Higher Education Act.
In every market in which DeVry University operates, there are numerous state institutions, community colleges, and privately-fundedindependent universities. In particular, there is growing competitive pressure from community colleges, traditional universities, and technical colleges that offer industry-specific certification programs, particularly in the computer information field. In addition, there is growing competition from online programs (by market-funded,by private-sector, publicly-funded and privately-funded institutions)independent institutions and site-based market-fundedprivate-sector school programs.
Tuition at independent privately-funded institutions is, on average, higher than the tuition at DeVry University. Publicly-supported colleges may offer similar programs at a lower tuition level because of government subsidies, tax-deductible contributions, and other financial sources not available to market-fundedprivate-sector schools. In fact, many local community colleges offer programs similar in content to DeVry University’s associate degree programs, but at a much lower tuition. While community college enrollments have grown significantly in recent years and these institutionscolleges may be viewed as competitors, they also provide DeVry University an opportunity: it has a number of articulation and transfer agreements in place with community colleges that make it easier for their graduates to continue their education to earn a bachelor’s degree at DeVry University.
For more information on DeVry University tuition, please read the section entitled “Tuition and Fees.”
Geography and Consistency
DeVry University campuses and centers are located in 26 states, with multiple locations within many of the states, as well as one location in Canada. As such, DeVry University offers a nationalNorth American system of educational offerings to adults who may be transferred or choose to move from one part of the country to another. In addition, we offer all our graduate programs and nearly all undergraduate programs through DeVry University’s online delivery, making these programs available to all qualified students in all 50 states and internationally without regard to their location or daily schedule. In most markets where it operates, DeVry University offers a broader range of elective course options than its competitors.
To ensure that students can readily transfer from one DeVry University location to another without disrupting their studies, our graduate and undergraduate curricula generally are consistent at all locations (with some content variations to meet local employment market and/or regulatory requirements).
Undergraduate Programs
DeVry University’s competitive strengths in the market for undergraduate programs include:
Career-oriented curricula developed with employer input to ensure that graduates learn marketable skills;
Faculty with relevant industry experience;
Well-developed and professionally-staffed undergraduate career service programs;
National name recognition and market presence;
Regional accreditation;
Modern facilities and well-equipped laboratories;
Flexibility and convenience with classes offered at 97 locations and online;
Evening, weekend, and online class schedules;
Year-round academic schedules that permit more flexible attendance and earlier graduation;
Bachelor’s degree programs that can be completed in three years, giving DeVry University students the financial advantage |
Small class sizes.
In recent years, DeVry has increased its competitiveness by enhancing several of the undergraduate programs, expanding DeVry University online offerings, and adding DeVry University centers. As a result, we offer more locations, and more flexible class schedules and learning formats, than most other educational institutions. Undergraduate classes at DeVry University campuses generally are offered in morning, afternoonday and evening sessions, which helphelps students maintain part-time or full-time jobs. Undergraduate classes at DeVry University centers generally are offered in the evening for the convenience of predominantly working adult students, but daytime classes are offered at centers in markets where there is deemed to be sufficient demand.
Graduate Programs
DeVry University’s competitive strengths in the market for graduate programs include:
A practitioner approach to education that stresses skills that employers value;
A high level of service to the adult student, including flexible schedules and locations that are convenient to where many students work;
The convenience of more than 90 onsite teaching locations in major metropolitan areas nationwide and online; and
Flexible schedules with six sessions each year that enable new students to start their program at any of the six sessions and continuing students to take a session off, if necessary, to accommodate their schedules.
Graduate programs, both onsite and online, are offered in six, eight-week sessions each year. Classroom-based courses generally meet once a week, either in the evening or on Saturday, for the convenience of students with heavy travel, work schedules or other demands on their time.
As the market for adult education programs has expanded in recent years, other schools have implemented multi-location evening and weekend programs. Enrollments in DeVry University’s graduate programs continue to increase, demonstrating the recognition it has earned as an innovator in providing high quality practical education.
Medical and Healthcare
DeVry Medical International
Ross University competesSchool of Medicine and American University of the Caribbean School of Medicine compete with the 131138 accredited U.S. schools of medicine, 2526 U.S. colleges of osteopathic medicine, and approximately 30 Caribbean medical schools. In the veterinary education market, Ross University School of Veterinary Medicine competes with AVMA accredited schools, of which 28 are U.S., five are Canadian and eightnine are international veterinary schools. In addition, Ross University School of Veterinary Medicine competes with two non-AVMA accredited Caribbean veterinary schools.
DeVry Medical International’s educational institutions attract potential students for several reasons. For some, Ross isthese respective institutions are their first or only choice of schools because of its commitment to and focus on practitioner-oriented teaching. Others applied to U.S.-based medical or veterinary schools but were not admitted or were wait-listed. Some students elected not to apply to U.S. schools because of self-perceived deficiencies in their academic record or standardized test scores.
For 2008,the 2011-12 academic year, it is estimated that applications to U.S. medical and veterinary medical schools aggregated over 42,000totaled approximately 44,000 and 6,000,7,000, respectively. From each of these separate applicant pools, approximately 45% and 47%, respectively, were accepted. An additional estimated 4,4005,750 students were accepted to U.S. osteopathic medical schools. Acceptance levels have remained largely unchanged for more than two decades, but have recently started to increase with the authorization or openingschools from an applicant pool of several new allopathic and osteopathic schools.
Medical and veterinary school applicants who were denied admission or wait-listed at U.S. schools constitute a large segment of prospective students for Ross University.DeVry Medical International’s educational institutes. Based upon the number of Medical College Admission Test (“MCAT”) takers, which increased to approximately 75,00086,000 in 2008 (up2011, up from approximately 67,80082,000 in 2007),2010, management believes the potential market for medical school students is much larger than the denied applicant pool alone.
According to the Association of American Medical Colleges Center for Workforce Studies, June 2010 analysis, the demand for medical education is expected to increase over the next decadephysicians will outpace supply by approximately 30%, spurred12% in 2020 and by a physician supply/demand imbalance that is projected to grow. The capacity of U.S. medical schoolsalmost 17% by 2025. There has not changed materially in more than two decades. However,been some recent expansion is likely in the U.S. medical education industry in the futureenrollment capacity because of the growing supply/demand imbalance for medical doctors. Management believes this imbalance will continue to spur demand for medical education. Management also believes the veterinary medical education market is subject to some of the same forces.
Compared to its market-fundedprivate-sector competitors, Ross University enjoysSchool of Medicine, Ross University School of Veterinary Medicine and American University of the Caribbean School of Medicine enjoy several competitive advantages, including a large alumni base and strong reputation, federal financial aid eligibility for its students, and itstheir historically large network of diverse geographical opportunities for clinical rotations.
Moreover the last year for which there is published data (September 2002), morefive years, Ross University School of Medicine graduates obtained more first year residency positions at U.S. teaching hospitals than graduates from any other medical school in the world, including those schools in the United States. This data is based on an internal study of the maximum possible U.S. residencies with the largest medical schools in the world. Those residency appointments have been in virtually every medical specialty and subspecialty.
Chamberlain College of Nursing
Nursing constitutes the largest occupation in healthcare with more than 2.3 million nursing jobs in the United States, alone. It is estimated thatwith more new nursing jobs will be createdthan 2.7 million licensed nurses in 2011, according to the Bureau of Labor Statistics. Nurses represent the largest occupation of all health care workers in the United States duringand provide 85 percent of the next decadehealth care delivery. The Bureau of Labor Statistics reports that employment of RNs is expected to grow 26 percent from 2010 to 2020, faster than in any other healthcare profession. the average employment growth rate for all occupations.
Despite the ongoing and increasinglong term need for nurses, demand has not yet produced a sufficient increase in educational capacity. It is estimated by the National League forAccording to AACN’s report on 2011-2012 Enrollment and Graduations in Baccalaureate and Graduate Programs in Nursing, that over 99,000 qualified applicants were turned away from U.S. nursing schools turned away 75,587 qualified applicants from baccalaureate and graduate nursing programs in 2007 because2011 due to an insufficient number of lack of capacity.
Nationally, Chamberlain competes in the nursing education market which has more than 800 programs leading to RN licensure. These include both four-year educational institutions and two-year community colleges. However, Chamberlain has an advantage over many of its competitors because it offers a three-year, year-round BSN program andas opposed to typical four year BSN programs where students take the opportunity to take classes both onsite and online.
Carrington Colleges Group
The career college segment of the postsecondary education market is also highly fragmented and competitive; no single institution has a significant market share. Most students will not relocate or travel long distances to attend a career college, so competition is primarily localized geographically.at the local level. Competitors range from large public community colleges to professionally operated multi-campus institutions to single campus family owned institutions. In general, community colleges offer the lowest tuition prices and have the largest enrollments.
A prospective career college student in most markets will have a choice of institutions offering similar programs. ApolloCarrington College and Western CareerCarrington College California compete successfully by focusing primarily on healthcare and nursing programs. Both institutions are well known in their local markets for offering:
A wide range of healthcare program offerings;
Attractive and conveniently located facilities;
Learning methodologies that blend didactic instruction with experiential laboratory exercises;
Faculty that have relevant work experience;
Relatively small class sizes;
High levels of service to students; and
Accelerated programs with a choice of class schedules.
Professional Education
Becker Professional Education competes with other methods of CPA and CFA exam preparation, including self-study resources from the CFA Institute, courses sponsored by affiliated CFA societies, courses offered by colleges and universities, and courses offered by other private training companies. Becker typically charges more for exam preparation than colleges and private competitors.
With its 50-plus year history and exceptional track record of preparing students to pass the CPA exam, Becker Professional Education differentiates itself from competitors by providing:
Extensive and constantly updated review and practice test materials;
Experienced, highly qualified instructors for each |
Courses available in several formats, including live class, self-study, and online sessions, to meet candidate needs for flexibility and control; and
Practice simulations and software functionality, similar to those used in the actual exam
Becker’s self studylive, self-study and online courses offerprovide a wider range of study alternatives than other course providers. Becker students have a high success rate on the exam; someexam, passing at double the rate of non-Becker students. Some Becker students enroll after taking other review courses or studying independently without success.
CPA and CFA exam candidates can take advantage of the Becker Professional Education’s CPA exam review course contentlearning approach and methodologymaterials in conjunction with their DeVry University MBA or Master of Accounting and Financial Management programs, earning full academic credit. These credits also may be used to fulfill the 150-hour educational requirement that most states have made a prerequisite to becoming licensed as a certified public accountant. Extending the marketing and administrative benefits of joint operation, Becker offers classes at DeVry University locations or through online learning.
STUDENT RECRUITING AND ADMISSION
DeVry University
Student Admissions
DeVry University employs approximately 1,400 admissions advisors not including managers and other administrative staff who support the recruitingadmissions process, throughout the United States and Canada. Admissions advisors are salaried, full-time DeVry employees. There are admissions advisors at each DeVry University location who work with potential applicants.
Undergraduate students applying to DeVry University to take courses online are recruited primarily bywork with admissions advisors, either at a DeVry University location, if the applicant lives or works in the area, or bywith a central staff of admissions advisors who are dedicated to serving online applicants. Some applicantsApplicants to online programs who are in areas remote from a DeVry University location, including active military personnel on military bases, are recruited bywork with a central staff of admissions advisors.
Certain states and Canadian provinces require advisors and student recruiters to be licensed or authorized by a particular regulatory agency. Regulations governing student participation in U.S. federal financial assistance programs prohibit schools from paying commissions, bonuses, or incentives to student recruiters based directly or indirectly on the number of students they enroll. DeVry University’s compensation practices have been designed to be in compliance with current regulations.
Many of DeVry University’s applicants are older working adults who want to attend class in the evening or on weekends, recently unemployed adults seeking to improve their job skills, and students transferring to a DeVry University undergraduate program from nearby colleges and universities. In addition, DeVry University has entered into articulation agreements with community colleges to facilitate the enrollment of their students seeking to transfer course credits to DeVry University. A growing numberlarge portion of new students enrolling in our undergraduate programs have some prior college experience. In addition, military veterans with military-specific technical training are attracted to DeVry University’s practical career-oriented education and extensive geographic reach.
DeVry University’s High School Programs Representatives visit high schools community colleges, military bases, and other locations inthroughout North America, last year, making presentations on career choices — particularly in business and technology-related fields — and on the importance of a college education. Participating students complete career surveys, which provide an important source of recruiting inquiries.DeVry University’s military team and community outreach team visit military bases and community colleges. Admissions advisors also receive student inquiries generated by DeVry University’s web site, other sources on the Internet, and direct mail, television, radio and print advertising.mail. Follow-up interview sessions with prospective students generally take place at a DeVry University location or in the student’s home with his or her parents.
DeVry University also recruits students through itsUniversity’s Keller Corporate Center for Corporate Learning program. The program is designed to meet the education needs of corporate clients and their employees with DeVry University program offerings. A national network of corporate account managers directs its student recruiting efforts primarily at Fortune 1000 companies leveraging relationships with these clients through DeVry University’s career services organization.
Marketing and Outreach
DeVry University currently advertises on various Internet sites, on television and radio, in magazines and newspapers, and utilizes telemarketing and direct mail to reach prospective students. During fiscal 2009, we increased efficiency in inquiry generation marketing efforts, focusing on nationally efficient advertising vehicles, including Internet, television, radio and direct mail. We continuously update ourDeVry University frequently updates its marketing programs in order to better communicate the quality of ourits degree programs and the value of a DeVry University education. In September 2009, we will launch aDeVry University’s highly integrated brand initiative that further refines our focusfocuses on DeVry University’s 30-plus years ofthe university’s graduate employment success, while emphasizing DeVry University as an accredited, highly-respected academic institution. The refined brand campaign is grounded in ongoing in-depth consumer, marketplace and brand research, and will leverageleverages a number of channels, including broadcast, print and Internet advertising, public relations, and social media, as well as local marketing efforts. By building upon the equity we have in preparing our students for the careers of tomorrow, as well as the depth and breadth of our university’s degree offerings, we will re-energize the brand and increase potential student awareness of and interest in DeVry University.
DeVry University serves high school students in several unique ways. Since July 2004, we have worked with the Chicago Public School system to create the DeVry University Advantage Academy. This program allows high schoolA second Advantage Academy was later started in Columbus, Ohio. More than 1,000 students with an aptitude for mathematics and technology to completehave graduated from the two programs. Students enter DeVry University Advantage Academy at the start of their junior year, and senior yearcomplete two academic years and one summer term. At the conclusion of high school coursework at DeVry University’s Chicago campus while also taking college-level courses taught by DeVry University faculty. Upon completion, Advantage Academythe program, students will have the opportunity to graduate with both aearned their high school diploma and an associate degree in either Network Systems Administration. All tuition, textbooks, and educational materials are paid for by the Chicago Board of Education and DeVry University. Since its inception in 2004, 544Administration or Web Graphic Design. Most students have enrolled in thego on to bachelor’s degree programs, either at DeVry University or other public or private universities. The Advantage Academy. FromAcademy model is flexible based on the first four cohorts, approximately 92%needs of the students earned theirindividual school districts. DeVry faculty teach all college courses and high school diploma,classes are taught by certified high school educators. School districts can determine whether to establish a cohort program for all students or allow students from different schools to travel for college-level coursework. For example, in Chicago, all classes are taught at Advantage Academy, a stand-alone, certified Chicago Public Schools high school with its own principal located on DeVry University’s Chicago campus. In Columbus, students take high school courses at their own high school and approximately 92% earned their associate degree. Approximately 39%travel to DeVry for college classes. The two flagship programs report a combined high school graduation rate of the93 percent, and an associate degree graduates have continued on for their bachelor’s degree at DeVry University. A classcompletion rate of approximately 115 students will begin in September 2009. DeVry University replicated this model program with the Columbus, Ohio School District in July 2006. In June 2009, the Columbus Advantage Academy graduated a class of 22 students, most of whom are continuing their education, enrolling at colleges and universities across the United States this fall to pursue bachelor’s degrees. In July 2009, a class of 24 students began. Efforts are underway to launch similar Advantage Academy programs in other metropolitan areas.
Other outreach and recruitment initiatives include weekend SAT preparatory classes for high school seniors, Career Reality workshops to teach students and educators about trends in business and industry, free summer classes for high school students seeking a head start on business and technology college credits, and fellowships for high school and community college faculty and administrators. Another example is HerWorld®, an innovative program designed to encourage and reinforce interest in business and technology careers among high school girls.
Admissions Standards
To be admitted to a DeVry University undergraduate program in the United States, an applicant must be either a high school graduate from a DeVry-recognized institution, have a General Education Development (“GED”) certificate, or hold a degree from a DeVry University-approved postsecondary institution. Applicants for admission must be at least 17 years old and complete an interview with an admissions advisor/representative.advisor. In Canada, an applicant must meet either the same criteria as in the United States, or meet alternative “mature student” criteria. International applicants must provide documentation demonstrating the required level of prior education, satisfy the English-language proficiency requirement and meet all other admission requirements.
All applicants must meet prescribed admission qualifications and attain minimum placement examination scores, which vary depending on the program. Students take the Accuplacer computer-adaptive placement tests designed by The College Board or the DeVry online computer adaptive placement tests developed internally, to assess applicants’ achievement levels and developmental needs during the admission process. ACT or SAT examination scores deemed appropriate for the desired program, or acceptable grades in qualifying college-level work completed at an approved postsecondary institution, also can be used to meet undergraduate admission requirements.
After prospective students complete an application, an admissions advisor/representativeadvisor contacts them through phone calls, mailings, and invitations to site-based workshops or other events to improve the rate at which such applicants begin their program of study.
To be admitted to a graduate program, applicants must hold a bachelor’s degree from a U.S. institution that is accredited by or is in candidacy status with a U.S. regional accrediting agency or selected national accrediting agencies or international institutions recognized as the equivalent, and complete an interview with an admissions advisor/representative.advisor. International applicants must hold a degree recognized to be equivalent to a U.S. baccalaureate degree, satisfy the English-language proficiency requirement, and meet all other admission requirements. Applicants whose undergraduate cumulative grade point average is 2.70 or higher are eligible for admission. Applicants with a cumulative grade point average below 2.70 must achieve acceptable scores on the Graduate Management Admission Test (“GMAT”), the Graduate Record Examination (“GRE”) or the Keller-administered admission test. Admissions decisions are based on evaluation of a candidate’s academic credentials, entrance test scores, and a personal interview.
Medical and Healthcare
DeVry Medical International
The Ross University School of Medicine and Ross University School of Veterinary Medicine focus their marketing efforts on attracting highly qualified, primarily U.S. and Canadian applicants, with the motivation and requisite academic ability to complete their educational programs and pass the United States Medical Licensing Exam and the North American Veterinary Licensure Examination, respectively. Ross’Each institution’s marketing effort includes direct e-mail marketing, webinars, visits to undergraduate campuses to meet students and their pre-med/pre-vet advisors, targeted direct mail campaigns, information seminars in 40 major markets throughout the United States, Canada, and Puerto Rico, alumni referrals, a national undergraduate poster campaign, radio advertisements in select markets and print ads in major magazines and newspapers.
Ross employsUniversity School of Medicine and Ross University School of Veterinary Medicine each employ regional admissions representatives in ten12 cities throughout the U.S. and in Ontario, Canada, who seek out and pursue student intereststudents interested in our two programs. Senior Associate Directors of AdmissionsAdmission and Associate Directors of Admission recruit, interview, admit, and enroll all new students to each of our three entering cohorts. The successful applicant must have all prerequisite sciences (with labs), mathematics, and English courses as dictated by the admissions committee of both the medical and veterinary schools respectively.schools. All candidates for admission must interview with an associate director at one of our sites in New Jersey, Miami, Providence, Charlotte, Dallas, Los Angeles, Anaheim, Orlando, Denver, Chicago or Ontario, Canada. Alland all admission decisions are made by the admissions committees of the medical and veterinary schools.
AUC focuses its marketing efforts on attracting highly qualified, primarily U.S. applicants, with the motivation and ability to complete their medical programs and pass the applicable licensure examinations. Approximately one-third of AUC’s applicants come from referrals, with the remainder primarily from general advertising, including print and Internet media, AUC’s website and visits by admissions advisors to U.S. undergraduate institutions. AUC employs admissions advisors who are located at AUC’s administrative offices in Coral Gables, Florida and remotely throughout the United States and Toronto, Canada.
Chamberlain College of Nursing
Chamberlain utilizes varied marketing approaches to generate interest from potential students. Chamberlain recruiters visit Arizona, Illinois, Indiana, Missouri, Ohio, Florida, Texas, Georgia and FloridaWashington, D.C. metro area high schools, employ targeted direct mail, and Internet campaigns, cultivate alumni referrals and participate in information seminars and career fairs. Chamberlain holds open house events to attract local prospective students, and advertises on the Internet, in healthcare career publications, in newspapers, and on television andthe radio. Chamberlain’s extensive informational web-sitewebsite generates nearly one-third of all potential applicant inquiries.
Chamberlain employs regional admissions representatives who arrange for student interviews and campus tours. Admission requirements include a high school diploma or GED; minimum cumulative grade point average requirements vary depending upon the program. Applicants to the pre-licensure programs must pass the Chamberlain standard pre-admission exam or obtain a prescribed minimum score on the ACT or SAT exam, depending upon the program in which the applicant is interested.to be eligible for admission. Admissions decisions are made by an admissions committee.
Carrington College and Western CareerCarrington College California
Carrington College and Carrington College California each utilize varied marketing approaches to generate interest from potential students. RecruitersAdmissions advisors visit high schools in Arizona, California, New Mexico, Nevada, Oregon, Washington and Idaho. Apollo College and Western Career CollegeEach institution also conductconducts local advertising campaigns using broadcast media, print media, targeted direct mail and digital media.the internet. In addition, Apollo College and Western Career College holdeach institution holds open house events to attractfor local prospective students, cultivatecultivates alumni referrals, and participateparticipates in information seminars and career fairs.
Becker Professional Education
Becker Professional Education markets its courses directly to potential students and to selected employers, primarily the large global, national and regional public accounting and financial services firms. Alumni referrals, direct mail, print advertising, electronic mail,e-mail, digital and social media advertising and a network of on-campus recruitersstudent representatives at colleges and universities across the country also generate new students for Becker’s CPA and CFA review courses. The Becker web-site is another source of information for interested applicants.
Becker Professional Education has relationships with more than 2,000 public accounting firms, corporations, government agencies and universities. Becker delivers its CPA review courses on about 100 college campuses, recruiting students attending those institutions. Becker also is the preferred provider of CPA review for severalmost of the country’s largest CPApublic accounting firms, partnering with 9899 of the top 100 public accounting firms, including each of the Big 4 Firms.
ACCREDITATION
Educational institutions and their individual programs are awarded “accreditation” by achieving a level of quality that entitles them to the confidence of the educational community and the public they serve. Accredited institutions are subject to periodic review by accrediting bodies to ensure continued high performance and institutional and program improvement and integrity, and to confirm that accreditation requirements continue to be satisfied.
DeVry University
Regional accreditation in the United States is a voluntary process designed to promote educational quality and improvement, and is an important strength for DeVry University. Management believes regional accreditation offers DeVry University a significant advantage over most other market-funded colleges.Since 1981, DeVry University has been accredited by the Higher Learning Commission (“HLC”) of the North Central Association of Colleges and Schools, which is one of the six regional collegiate accrediting agencies in the United States. College and university administrators depend on the accredited status of an institution when evaluating transfers of credit and applications to their schools; employers rely on the accredited status of an institution when evaluating a candidate’s credentials; and parents and high school counselors look to accreditation for assurance that an institution meets quality educational standards. Moreover, accreditation is necessary for students to qualify for federal financial assistance, and most scholarship commissions restrict their awards to students attending accredited institutions.
Keller Graduate School of Management was first awarded its North Central Association accreditation in 1977, and DeVry Institutes was first awarded North Central Association (now HLC) accreditation in 1981. Each school was separately accredited until February 2002, when the North Central Association approved the merger of DeVry Institutes and Keller Graduate School of Management into a single institution with the nameto form DeVry University. After a comprehensive evaluation visit in August 2002, the HLC approved a 10-year re-accreditation for DeVry University. The HLC further affirmed that DeVry University can offer, without restriction, any of its programs onsite, online, or through any combination of the two. In September 2008, DeVry University was accepted into the Academic Quality Improvement Program (AQIP) of the HLC, a seven year accreditation reaffirmation process based on creating a culture of continuous improvement, one of DeVry University’s key values.
In addition to regional accreditation, the baccalaureate electronics engineering technology programs at most of DeVry University’s U.S. locations are accredited by the Technology Accreditation Commission of ABET (“TAC of ABET”), an accreditation board for applied science, computing, engineering, and technical educations. Baccalaureate computer engineering technology programs at several DeVry University U.S. locations are also accredited by TAC of ABET. The associate level electronics engineering technology program in North Brunswick, New Jersey is also TAC of ABET accredited.
The associate degree program in health information technology is offered online and at DeVry University locations in Atlanta, Chicago, Columbus, Dallas, Ft. Washington, Houston, and Southern California. These programs are accredited by the Commission on Accreditation for Health Informatics and Information Management Education. Additional DeVry campuses are in the process of applying for this accreditation for their programs.
The province of Alberta granted accreditation to DeVry Calgary to confer Bachelor of Technology degrees in 2001 and accreditation to confer Bachelor of Science degrees in 2006. DeVry Calgary is the first and only market-fundedprivate-sector institution in Canada to be provincially accredited to grant bachelor’s degrees. Through an arrangement with the Alberta Department of Advanced Education, the State of Arizona, and the HLC, the computer engineering technology and network and communications management curricula offered at DeVry Calgary fall under the accreditation of DeVry University (Arizona) as an offsite instructional location. The computer engineering technology and electronics engineering technology programs are accredited by the Canadian Technology Accreditation Board.
Medical and Healthcare
DeVry Medical International
The Commonwealth of Dominica authorizes Ross University School of Medicine to confer the Doctor of Medicine degree. The medical school is recognized and accredited as a University and School of Medicine by the Dominica Medical Board (“DMB”). The National Committee on Foreign Medical Education of the U.S. Department of Education has affirmed that the DMB has established and enforces standards of educational accreditation that are comparable to those promulgated by the U.S. Liaison Committee on Medical Education. Ross University has also received four-year accreditation by the Caribbean Accreditation Authority for Education in Medicine and other Health Professions. In addition, Ross University is approved by the four U.S. states – California, Florida, New Jersey and New York — that have processes in place to evaluate and accredit an international medical school’s programs, allowing Ross students to participate in clinical residency training programs in those states.
Ross University School of Veterinary SchoolMedicine has been recognized and accredited as a University and School of Veterinary Medicine by the government of the Federation of St. Christopher and Nevis (“St. Kitts”) and is chartered to confer the Doctor of Veterinary Medicine degree. TheIn March 2011, the Veterinary School isreceived an additional accreditation by the American Veterinary
Medical Association (“AVMA”) listed. This accreditation reflects the investments that DeVry has made in academic quality and student services. The Veterinary School has affiliations with 2122 AVMA-accredited U.S. colleges of veterinary medicine so that Ross students can complete their final three semesters of study in the United States. Only students who graduate from an AVMA-listed school are eligible
The Minister of Health for U.S. licensure.
Chamberlain College of Nursing
Chamberlain College of Nursing is accredited by The Higher Learning Commission (HLC) and is a member of the North Central Association of Colleges and Schools, ncahlc.org. HLC accredited.is one of the six regional agencies that accredit U.S. colleges and universities at the institutional level. The ASN, BSNBachelor of Science in Nursing degree program and MSN programsthe Master of Science in Nursing degree program are approvedaccredited by the respective State Boards ofCommission on Collegiate Nursing of Arizona, Illinois, Missouri, Ohio and Florida and areEducation (CCNE). The Associate Degree in Nursing program at the Columbus location is accredited by the National League for Nursing Accrediting Commission. The BSN program is also accredited byCommission (NLNAC,). Accreditation provides assurance to the Commission on Collegiate Nursing Education.
Carrington College and Carrington College California
Carrington College is nationally accredited by the Accrediting Council of Independent Colleges and Schools. Western CareerCarrington College California is regionally accredited by the Accrediting Commission for Community and Junior Colleges of the Western Association of Schools and Colleges. In addition to the institutional accreditations, Apollo College and Western Career Collegethe various individual campus locations hold a number of programmatic accreditations and approvals, including:
Carrington College
Accrediting Bureau of Health Education Schools for Medical Assisting
Committee on Accreditation for Respiratory Care
Commission on Dental Accreditation
Joint Review Committee on Education in
Radiologic Technology
National League for Nursing Accrediting Commission
Carrington College California
Commission on Accreditation of Allied Health Education Programs
American Veterinary Medical Association
American Society of Health-System Pharmacists
Commission on Dental Accreditation
International, K-12 and Professional Education
DeVry Brasil
DeVry Brasil’s institutions and its programs are accredited by the Brazilian Ministry of Education. All DeVry Brasil’s institutions are constituted as “Faculdades” or colleges. Thus additions of new program, new campuses and expansions of current number of seats require approval from the Brazilian Ministry of Education.
Advanced Academics
Advanced Academics is accredited by the North Central Association Commission on Accreditation and School Improvement, the Northwest Association of Accredited Schools, and the Southern Association of Colleges and SchoolsSchools. Advanced Academics has also been designated an approved provider by the Texas Education Agency, Oklahoma State Department of Education, Washington Digital Learning Department and the Commission on International and Trans-Regional Accreditation.
APPROVAL AND LICENSING
DeVry needs authorizations from many state or Canadian provincial licensing agencies or ministries to recruit students, operate schools, conduct exam preparation courses, and grant degrees. Generally, the addition of any new program of study or new operating location also requires approval by the appropriate licensing and regulatory agencies. In the United States, each DeVry University, Ross University clinical locations, Chamberlain College of Nursing, ApolloCarrington College and Western CareerCarrington College California location is approved to grant certificates, diplomas, associate, bachelor’s and/or master’s degrees by the respective state in which it is located.
Medicine and American University of Caribbean School of Medicine clinical sites are accredited as part of their programs of medical education by their respective accrediting bodies, approved by the appropriate boards in those states that have a formal process to do so, and are posted with the U.S. Department of Education.
Many states and Canadian provinces require market-fundedprivate- sector postsecondary education institutions to post surety bonds for licensure. In the United States, DeVry has posted approximately $22.6$20.0 million of surety bonds with regulatory authorities on behalf of DeVry University, Chamberlain College of Nursing, ApolloCarrington College, Western CareerCarrington College California and Becker Professional Education. DeVry has posted CDN $0.3 million of surety bonds with regulatory agencies in Canada.
Certain states have set standards of financial responsibility that differ from those prescribed by federal regulation. DeVry believes it is in material compliance with state and Canadian provincial regulations. If DeVry were unable to meet the tests of financial responsibility for a specific state, and could not otherwise demonstrate financial responsibility, DeVry could be required to cease operations in that state. To date, DeVry has successfully demonstrated its financial responsibility where required.
TUITION AND FEES
DeVry University
Effective with the summer 2009 term,July 2012, DeVry University’s U.S. undergraduate tuition ranges from $550 to $595is $609 per credit hour for students enrolling in 1 to 116 credit hours.hours per session. Tuition ranges from $330 to $355is $365 per credit hour for each credit hour in excess of 11six credit hours. These tuition rates vary by location and/or program and represent an expected weighted averageeffective increase of approximately 6.6%1.2% as compared to the summer 2008 term. However, effective with2011 session. These amounts do not include the summer 2009 term, DeVry University consolidated severalcost of its student fees including graduation, transcript, technologybooks, supplies, transportation and student activity fees into a lesser student services charge. The effective weighted average tuition increase was approximately 5.5% when the fee reduction is taken into account.
Among four-year institutions, DeVry University’s undergraduate tuition during the 2007-082011-2012 academic year was lower than the average tuition of privateindependent schools and comparable to the average out-of-state (un-subsidized) tuition of public schools, but it was higher than the average in-state (taxpayer subsidized) tuition of publically supportedpublicly-supported institutions, according to data published in the Annual Survey of Colleges by the National Center for Education Statistics.College Board. At four-year private schools, the average annual undergraduate tuition and fees for the 2007-20082011-2012 academic year was $19,047$28,500 at not-for-profitindependent schools (a 6.2%4.5% increase from the prior year) and $14,908$14,487 at for-profitprivate sector schools (a 4.5%3.2% increase). The average annual undergraduate tuition and fees at four-year public schools was $5,730$8,244 for in-state (a 4.3%8.3% increase) and $13,595$20,770 for out-of-state tuition (a 3.5%5.7% increase).
Effective with the July 2009 term,2012, Keller Graduate School of Management program tuition per classroom course (four quarter credit hours) ranges from $1,995 to $2,200, depending on location.is $2,298. This represents an expected weighted average increase of 4.6%. The price for a graduate course taken online is $2,200,1.9% compared to $2,100 previously.
If a student leaves school before completing a term, federal,an enrollment period, U.S. state, and Canadian provincial regulations permit schools to retain a set percentage of the total tuition received. This amount varies, with, but generally equals or exceeds the percentage of the term the student completes. Excess amounts are refunded to the student or the appropriate financial aid funding source.
Some DeVry University programs, including the computer information systems and electronics and computer technology programs require students to purchaseown a laptop computer at some locations.and have it available for class. Students also must purchase their own textbooks, electronic course materials and supplies.
Medical and Healthcare
DeVry Medical International
Effective September 2009,2012, tuition and fees for the beginning basic sciences portion of the programs at the medicalRoss University School of Medicine and veterinary schools are $14,665Ross University School of Veterinary Medicine will be $17,675 and $14,375,$16,800, respectively, per semester. This tuition rate represents an increase from September 2008 tuition rates of approximately 7.4% for the medical school and 5.3% for the veterinary school. Tuition and fees for the final clinical portion of the programs are $16,100$19,500 per semester for the medical school, and $18,050$21,100 per semester for the veterinary school. These tuition rates represent an increase from September 2011 rates of 6.6% and 7.1% for the medical school and 6.3% for the veterinary school. These amounts do not include the cost of books, supplies, transportation, and living expenses.
Effective September 2012, tuition and fees for the beginning basic sciences and final clinical rotation portions of AUC’s medical program will be $17,925 and $20,050, respectively, per semester. These tuition rates represent an increase from the September 2011 rates of 6.1%.
DeVry believes that Ross University’sthese tuition is atrates are in the middle of the range among private medical and veterinary schools, but approximately equal to or higher than tuition in publicly supportedpublicly-supported (taxpayer subsidized) medical and veterinary schools. Tuition rates at most medical and veterinary schools, including Ross University, have increased every year,for the past several years, and management believes rates will continue to increase.
Chamberlain College of Nursing
Effective July 2012, tuition is $595$665 per credit hour for students enrolledenrolling 1 to 6 credit hours per session in the BSN (onsite), ADN and LPN-to-RN programs. Students enrolled on a full-time basis (between 12 and 17Tuition is $100 per credit hours) are charged a flat tuition amounthour per session for each credit hour in excess of $7,140 per semester. This represents an increase from 2008-2009 academic yearsix credit hours. These effective tuition rates of approximately 9%. However, effective withare expected to be unchanged as compared to the summer 2009 term, Chamberlain consolidated several of its student fees into a lesser student services charge. The effective weighted average tuition increase was approximately 8% when the fee reduction is taken into account.prior year. These amounts do not include the cost of books, supplies, transportation orand living expenses.
Effective July 2012, tuition is $575$590 per credit hour for students enrolled in the RN-to-BSN online degree program. Students enrolled on a full-time basis (between 12 and 17 credit hours) are charged a flatThis tuition amount of $6,900 per semester.rate was unchanged from July 2011 tuition rate. Tuition for the 2009-2010 academic year is $735 per credit hour for students enrolled in the online MSN program.
DeVry believes that Chamberlain’s tuition is in the middle of the range among private nursing schools, but equal to or higher than tuition in publicly supportedpublicly-supported (taxpayer subsidized) schools. Tuition rates at most nursing schools have increased every year,for the past several years, and management believes they will continue to increase.
Carrington College and Carrington College California
On a per credit hour basis, tuition for ApolloCarrington College and Western CareerCarrington College California programs ranges from $338$254 per credit hour to $1,602$1,651 per credit hour for non-general education courses, with the wide range due to the nature of the program.programs. General Education courses are charged at $295$325 per credit hour at Apollo, $345Carrington College, and $364 per credit hour at Western Career College.Carrington College California. Student tuition is reduced accordingly for any incoming academic credits that are applicable. Students are charged a non-refundable registration fee ranging from $95 to $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 ApolloCarrington College as well, depending on the program. Total program tuition at each institution ranges from approximately $12,000 for corecertificate programs to over $60,000 for some advanced programs.
Professional Education
The price of theBecker Professional Education’s complete classroom Becker CPA review course including an administrative fee, is $2,900. The complete CPA review course on CD-ROM and the complete online review course are the same price.$3,315. Exam candidates may elect to enroll for individual sections of the exam review course at a price of $935$1,105 per section. Becker offers discounts from these tuition rates under various enrollment promotions at college campuses, state CPA societies and for students employed by participating accounting firms.
FINANCIAL AID AND FINANCING STUDENT EDUCATION
Students attending DeVry University, Ross University School of Medicine, Ross University School of Veterinary Medicine, Chamberlain College of Nursing, ApolloAmerican University of the Caribbean School of Medicine, Carrington College and Western CareerCarrington College California finance their education through a variety of sources, including government-sponsored financial aid, private and university-provided scholarships, employer-provided tuition assistance, veteran’s benefits, private loans and cash payments. Students attending the Becker Professional Education review courses are not eligible for federal or state financial aid, but many receive partial or full tuition reimbursement from their employers.
The following table summarizes DeVry’s cash receipts from tuition payments by fund source as a percentage of total revenue for the fiscal years 20082011 and 2007,2010, respectively. Final data for fiscal year 2009 is2012 are not yet available.
| Fiscal Year | ||||||||
| Funding Source: | 2008 | 2007 | ||||||
| Federal Assistance (Title IV) Program Funding: | ||||||||
| Grants and Loans | 70 | % | 64 | % | ||||
| Federal Work Study | 1 | % | 1 | % | ||||
| Total Title IV Program Funding | 71 | % | 65 | % | ||||
| State Grants | 3 | % | 3 | % | ||||
| Private Loans | 5 | % | 6 | % | ||||
| Student accounts, cash payments, private scholarships, employer and military provided tuition assistance and other | 21 | % | 26 | % | ||||
| Total | 100 | % | 100 | % | ||||
| Fiscal Year | ||||||||
| Funding Source: | 2011 | 2010 | ||||||
Federal Assistance (Title IV) Program Funding (Grants and Loans) | 73 | % | 71 | % | ||||
State Grants | 2 | % | 2 | % | ||||
Private Loans | 1 | % | 1 | % | ||||
Student accounts, cash payments, private scholarships, employer and military provided tuition assistance and other | 24 | % | 26 | % | ||||
|
|
|
| |||||
Total | 100 | % | 100 | % | ||||
|
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| |||||
DeVry University assists its undergraduate students in locating part-time employment to supplement their incomes and help finance their education. Data from the National Center for Education Statistics indicates that almost half of all full-time college students between the ages of 18 and 24 are employed, but we believe the employment rate among DeVry University full-time undergraduate students is higher.
All financial aid and assistance programs are subject to political and governmental budgetary considerations. In the United States, the Higher Education Act (“HEA”) guides the federal government’s support of postsecondary education. The HEA was last reauthorized by the United States Congress in July 2008, and was signed into law by the President in August 2008.
Information about Particular Government Financial Aid Programs
DeVry University, Ross University School of Medicine, Ross University School of Veterinary Medicine, American University of the Caribbean School of Medicine, Chamberlain College of Nursing, ApolloCarrington College and Western CareerCarrington College California students participate in many U.S. and Canadian financial aid programs. Each of these programs is briefly described below.
United States federal financial aid programs
Students in the United States rely on three types of U.S. Department of Education student financial aid programs under Title IV of the Higher Education Act.
1. Grants. DeVry University and Chamberlain College of Nursing undergraduate, ApolloCarrington College and Western CareerCarrington College California students may participate in the Federal Pell Grant and Federal Supplemental Education Opportunity Grant and the Academic Competitiveness Grant programs. Additionally, certain DeVry University undergraduate students may participate in the National Science and Mathematics Access to Retain Talent (“SMART”) Grant program.
Federal Pell grants. These funds do not have to be repaid and are available to |
Federal Supplemental Educational Opportunity Grant (“FSEOG”). This is a supplement to the Federal Pell grant, and is only available to the neediest undergraduate students. Federal rules restrict the amount of FSEOG funds that may go to a single institution. The maximum individual FSEOG award is established by the institution but cannot exceed $4,000 per academic |
2. Loans. DeVry University, Ross University School of Medicine, Ross University School of Veterinary Medicine, American University of the Caribbean School of Medicine, Chamberlain College of Nursing, ApolloCarrington College and Western CareerCarrington College California students may participate in the Stafford and PLUS programs within the Federal Family Education Loan Program (“FFELP”) and the William D. Ford Federal Direct Student Loan Program. DeVry University undergraduate students may also participate in the Federal Perkins Student Loan Program.
Subsidized Stafford loan:awarded on the basis of student financial need, it is a low-interest loan (a portion of the interest is subsidized by the Federal government) available to undergraduate students with interest charges and principal repayment deferred until six months after a student no longer attends school on at least a half-time |
Unsubsidized Stafford loan: awarded to students who do not meet the needs test or as an additional supplement to the subsidized Stafford |
PLUS |
Federal Perkins loan: is a low-interest loan available only to those students who demonstrate exceptional financial |
3. Federal work-study.Work-study. This program offers work opportunities, both on or off campus, on a part-time basis to undergraduate students who demonstrate financial need. Federal Work-study wages are paid partly from federal funds and partly from qualified employer funds.
A U.S. Department of Education regulation known as the “90/10 Rule” affects only proprietary postsecondary institutions, such as DeVry University, Ross University andSchool of Medicine, Ross University School of Veterinary Medicine, American University of the Caribbean School of Medicine, Chamberlain ApolloCollege of Nursing, Carrington College and Western Career College.Carrington College California. Under this regulation, an institution that derives more than 90% of its revenues on a cash basis from federal Title IV student financial assistance programs in any yearfor two successive years may notlose its eligibility to participate in these programs for the following year.Title IV programs. The following table details the percentpercentage of revenue from federalTitle IV student financial assistance programs for each of DeVry’s Title IV eligible institutions for fiscal years 20082011 and 2007,2010, respectively. Final data for fiscal 2009 isyear 2012 are not yet available.
| Fiscal Year | ||||||||
| 2008 | 2007 | |||||||
| DeVry University: | ||||||||
| Undergraduate | 75 | % | 70 | % | ||||
| Graduate | 75 | % | 65 | % | ||||
| Ross University | 81 | % | 80 | % | ||||
| Chamberlain College of Nursing | 62 | % | 70 | % | ||||
| U.S. Education: | ||||||||
| Apollo College | 79 | % | 76 | % | ||||
| Western Career College | 77 | % | 61 | % | ||||
| Fiscal Year | ||||||||
| 2011 | 2010 | |||||||
DeVry University: | ||||||||
Undergraduate | 81 | % | 77 | % | ||||
Graduate | 81 | % | 76 | % | ||||
Ross University School of Medicine | 81 | % | 81 | % | ||||
Ross University School of Veterinary Medicine | 89 | % | 89 | % | ||||
Chamberlain College of Nursing | 71 | % | 70 | % | ||||
Carrington College | 82 | % | 82 | % | ||||
Carrington College California | 85 | % | 86 | % | ||||
American University of the Caribbean School of Medicine | 81 | % | 78 | % | ||||
State financial aid programs
Certain states, including Arizona, California, Colorado, Florida, Georgia, Illinois, Kentucky, Minnesota, New Jersey, New York, Ohio, Pennsylvania, Rhode Island and Vermont offer state grant and loan assistance to eligible undergraduate students.
Private Loan Programs
Some DeVry University, Chamberlain College of Nursing, Ross University, ApolloCarrington College and Western CareerCarrington College California students rely on private (nonfederal) loan programs for financial assistance. These programs are used to finance the gap between a student’s educational and living costs and their financial aid awards. The amount of the typical loan varies significantly according to the student’s enrollment and financial aid awards. DeVry estimates that approximately one-half of the borrowings under private loan programs are used by students to pay for non-educational expenses, such as room and board.
Most private loans are approved using the studentstudent’s or co-borrower’s credit history. The cost of these loans varies, but in almost all cases will be more costly than the federal programs. The application process is separate from the traditional financial aid process. Student finance personnel at DeVry’s degree granting institutions coordinate these processes to ensure that all students receive assistance from the federal and state programs first. A small percentage of these loans were issued from school-backed pools. These pools were made available to students with little or no credit history or some adverse credit history, who otherwise would
DeVry does not qualify formaintain a private loan. School-backed programs typically contain an up-front cost-sharing component or a recourse provision for defaulted loans. Less than 1%recommended lender list, but does list all of the totallenders that made private loans to DeVry University’s students were made under a school-backed program.
Tax-favored programs
The United States has a number of tax-favored programs aimed at promoting savings for future college expenses. These include state-sponsored “529” college savings plans, state-sponsored prepaid tuition plans, education savings accounts (formerly known as education IRAs), custodial accounts for minors, Hope and Lifetime Learning credits, and tax deductions for interest on student loans.
Canadian government financial aid programs
Canadian citizens or permanent residents of Canada (other than students from Quebec) are eligible for loans under the Canada Student Loan Plan, which is financed by the Canadian government but administered at the provincial level. Canadian undergraduate students attending the DeVry University Calgary campus may also be eligible for provincial student loans. Eligibility and amount of funding vary by province. Students attending DeVry University on-line or in the United States or Ross University School of Medicine and Ross University School of Veterinary Medicine may be eligible for the Canada Student Loan program. The loans are interest-free while the student is in school, and repayment begins six months after the student leaves school. Qualified students also may benefit from Canada Study Grants (designed for students whose financial needs and special circumstances cannot otherwise be met), tax-free withdrawals from retirement savings plans, tax-free education savings plans, loan repayment extensions, and interest relief on loans.
Brazilian government financial aid programs
DeVry Brasil students are eligible for loans under Brazil’s FIES public loan program, which is financed by the Brazilian government. DeVry Brasil also participates in PROUNI, a Brazilian governmental program which provides scholarships to a portion of its undergraduate students.
DeVry-Provided Financial Assistance
DeVry’s EDUCARD® Plan isinstitutional loan programs are available to DeVry Universitystudents and Chamberlain College of Nursing students; a similar option is available for Apollo and Western Career College and Ross University students. The EDUCARD® Plan is a proprietary loan programare designed to assist students who are unable to completely cover educational costs by other means. EDUCARD® proprietaryThese loans may be used only for tuition, books, and fees, and are available only after all other student financial assistance has been applied toward those purposes. Repayment plans for EDUCARD® Planinstitutional loan program balances are developed to address the financial circumstances of the particular student. Under the deferred payment plan, certain students can arrange to defer all payments on tuition and fees for twelve weeks from the start of the term when the full amount is due. Interest charges accrue each month on the unpaid balance. Under the revolving loan plan, amounts owed by current students are subject to a monthly interest charge of one percent of the average outstanding balance. After a student leaves school, the student typically will have a monthly installment repayment plan with all balances typically due within 12 to 60 months.
DeVry University undergraduate students also are eligible for numerous DeVry-sponsored scholarships. Scholarship programs generally are designed to attract recent high school graduates and students enrolled at community colleges, with awards that range from $1,000 per term up to the amount of full tuition. DeVry University has also provided funds in the form of institutional grants to help those students most in need of financial assistance.
DeVry University and Chamberlain College of Nursing students who receive employer tuition assistance may choose from several deferred tuition payment plans. Students eligible for tuition reimbursement plans may have their tuition billed directly to their employers or payment deferred until after the end of the session. Educational expenses paid by an employer on behalf of an employee generally are excludable from the employee’s income if provided under a qualified educational assistance plan. At present, the maximum annual exclusion is $5,250.
Professional Education
Students taking the Becker Professional Education review courses are not eligible for federal or state financial aid, but many receive partial or full tuition reimbursement from their employers. Private loans are also available to students to help meet the program costs.
Compliance with Legislative and Regulatory Requirements
Extensive and complex regulations in the United States and Canada govern all the government grant, loan, and work study programs in which DeVry University, Ross University School of Medicine, Ross University School of Veterinary Medicine, Chamberlain College of Nursing, ApolloAmerican University of the Caribbean School of Medicine, Carrington College and Western CareerCarrington College California and their respective students participate. DeVry must comply with many rules and standards, including maximum student loan default rates, limits on the proportion of its revenue that can be derived from federal student aid programs, prohibitions on certain types of incentive payments to student recruiters and financial aid officers, standards of financial responsibility, and administrative capability requirements. Like anyall other educational institution,institutions, DeVry’s administration of these programs is periodically reviewed by various regulatory agencies and is subject to audit or investigation by other governmental authorities. Any violation could be the basis for penalties or other disciplinary action, including initiation of a suspension, limitation or termination proceeding. Previous U.S. Department of Education (“ED”) and state regulatory agency program reviews have not resulted in significant findings or adjustments against DeVry. If a proceeding were initiated and caused the Department of EducationED to substantially curtail DeVry’s participation in government grant or loan programs, DeVry’s enrollments, revenues and accounts receivable could all be all adversely affected.
In the fall of 2009, the ED initiated the process of negotiated rulemaking with respect to Program Integrity Issues to consider changes to certain provisions of the regulations governing the Title IV Programs. The resulting program integrity rules promulgated in October 2010 and June 2011 address fourteen topics. The most significant to DeVry’s U.S. degree granting institutions are the following:
Gainful Employment
Misrepresentation
Incentive Compensation
The ED published final program integrity regulations on October 29, 2010, with most of the final rules effective July 1, 2011. On June 13, 2011, the ED published final regulations on metrics for gainful employment programs effective July 1, 2012. While DeVry expects to be in compliance with these new reporting and disclosure requirements, non-compliance with these requirements, individually or in combination, may negatively impact the Title IV eligibility of DeVry’s academic programs and its student enrollments.
Gainful Employment. To be eligible for Title IV funding, most academic programs offered by private sector institutions of higher education must prepare students for gainful employment in a recognized occupation. Effective July 1, 2011, all private sector higher education institutions must provide prospective students with the types of employment associated with the program, total cost of the program, on-time completion rate, job placement rate, if applicable, and the median loan debt of program completers. Beginning October 1, 2011, institutions must annually submit information to the ED about students who complete a program leading to gainful employment in a recognized occupation, including the amount of debt incurred under private loans or institutional financing plans, matriculation information, and end of year enrollment information. Additionally, beginning July 1, 2011 the final regulations require institutions to notify the ED at least 90 days before the commencement of new educational programs leading to gainful employment in recognized occupations. This notification must include information on the demand for the program, any performed wage analysis, any external program review and approval, and a demonstration of accreditation.
An academic program is considered to lead to gainful employment if it meets at least one of the following three metrics:
at least 35% of former students are repaying their loans;
the estimated annual loan payment of a typical graduate does not exceed 30% of his or her discretionary income; or
the estimated annual loan payment of a typical graduate does not exceed 12% of his or her total earnings.
An academic program that passes any one standard is considered to be preparing students for gainful employment. If an academic program fails all three metrics, the institution will have the opportunity to improve the performance of that program. After one failure, the institution must disclose the amount by which the program missed minimal acceptable performance and the program’s plan for improvement. After two failures within three years, the institution must inform students in the failing program that their debts may be unaffordable, that the program may lose eligibility, and what transfer options exist. After three failures within four years, the academic program loses eligibility to participate in Title IV programs for at least three years, although the program could be continued without federal student aid. If a particular program ceased to be eligible for Title IV funding, in most cases it would not be practical for DeVry to continue offering that program. These gainful employment standards are effective beginning with the Gainful Employment Measures for 2012, which will be published in 2013.
On June 30, 2012, the U.S. District Court for the District of Columbia, in the case captioned Association of Private Sector Colleges and Universities (APSCU) v. Duncan, issued a decision that vacated most of the gainful employment regulations that the ED published on October 29, 2010 and June 13, 2011 and remanded those regulations to the ED for further action. The ED is reviewing the details of the Court’s decision in consultation with the Department of Justice and evaluating appropriate next steps. While the Court vacated most of the gainful employment regulations based upon one issue raised in the court case, it upheld the ED’s authority to impose gainful employment regulations. The Court determined that the ED did not provide a sound reason for setting the repayment rate failure threshold at 35 percent. And, because of the interrelationship of that provision with most of the other gainful employment requirements, the Court vacated the repayment rate metric as well as the debt-to-income gainful employment metrics that would have gone into effect July 1, 2012. The Court also vacated the gainful employment program reporting requirements and requirements about adding new gainful employment programs that previously went into effect on July 1, 2011. The Court left in place the gainful employment disclosure provisions that require institutions to disclose certain information on their web pages for each gainful employment program, including on time completion rates and information about tuition and costs.
Based on the rates that were released by the Department of Education before the Court vacated the regulation, DeVry did not have any programs that failed to meet the new Gainful Employment standards. Although the final rules regarding gainful employment metrics provide opportunities to address program deficiencies before the loss of Title IV eligibility, the continuing eligibility of
DeVry’s educational programs for Title IV funding will be affected by factors beyond management’s control, such as changes in the actual or deemed income level of DeVry’s graduates, changes in student borrowing levels, increases in interest rates, changes in the federal poverty income level used in calculating discretionary income, changes in the percentage of DeVry’s former students who are current in repayment of their student loans, and other factors. In addition, even though deficiencies in the metrics may be correctible on a timely basis, the disclosure requirements to students following a failure to meet the standards may adversely impact student enrollments in that program and may adversely impact the reputation of DeVry’s educational institutions. As discussed above, the U.S. District Court issued a decision which vacated most of the Gainful Employment regulations. DeVry cannot predict the eventual outcome of this case.
Misrepresentation. The new rules significantly broaden an educational institution’s liability for “substantial misrepresentation” that would, among other things, subject DeVry to sanctions for statements containing inadvertent errors made to non-students, including to any member of the public, impose vicarious liability on institutions for the conduct of others, and expose institutions to liability when no actual harm occurs.
Incentive Compensation.An educational institution participating in Title IV programs may not pay any commission, bonus or other incentive payments to any person involved in student recruitment or admissions or awarding of Title IV program funds, if such payments are based directly or indirectly in any part on success in enrolling students or obtaining student financial aid. The law and regulations governing this requirement never established clear criteria for compliance in all circumstances, but there were twelve safe harbors that defined specific types of compensation that were deemed to constitute permissible incentive compensation. The new rules eliminate the 12 safe harbors. These changes increase the uncertainty about what constitutes incentive compensation and which employees are covered by the regulation. This makes the development of effective and compliant performance metrics more difficult to establish. As such, these changes limit DeVry’s ability to compensate our employees based on their performance of their job responsibilities, which could make it more difficult to attract and retain highly-qualified employees.
A separate financial responsibility test for continued participation by an institution’s students in federal financial assistance programs, which pre-dates the program integrity regulations, is based upon a composite score of three ratios: an equity ratio that measures the institution’s capital resources; a primary reserve ratio that measures an institution’s ability to fund its operations from current resources; and a net income ratio that measures an institution’s ability to operate profitably. A minimum score of 1.5 is necessary to meet the Department of Education’s financial standards.
For the past several years, DeVry’s composite score has exceeded the required minimum of 1.5. Management believes it will continue to demonstrate the required level of financial stability. If DeVry were unable to meet requisite financial responsibility standards or otherwise demonstrate, within the regulations, its ability to continue to provide educational services, then DeVry could be required to post a letter of credit to enable its students to continue to participate in federal financial assistance programs.
Institutions that participate in U.S. federal financial aid programs must disclose information upon request about undergraduate student “completion rates” to current and prospective students. The federal Student-Right-To-Know Act defines the cohort of students on which the institution must report as “first-time, full-time, degree-seeking” students who enter the fall term. Completion rates calculated in accordance with the statute for each of DeVry University’s U.S. undergraduate campuses generally fall within the range of completion rates at selected four-year urban public colleges serving low income students and in the areas in which its campuses are located. However, its overall completion rate actually is higher than reported in these statistics: manystatistics. Many DeVry University students have previously attended other colleges (and completion rates for undergraduate students entering with previous college experience generally are higher than for first-time students), but these students are not included in the completion rate statistics that are defined by the Student-Right-To-Know Act. In an effort to improve our completion rates as defined by the statute, DeVry University has changed undergraduate admission requirements and added student support services. For the 20022005 freshman student cohortsstudents (the latest period for which final completion statistics are available), the graduation rate for DeVry University U.S. undergraduates was 31.1%30.0% as compared to the 20012004 rate of 31.3%29.1%.
Specialized staff at DeVry’s Oakbrook Terrace, Illinois, headquartershome office review, interpret, and establish procedures for compliance with regulations governing financial assistance programs and processesprocessing financial aid applications. Because financial assistance programs are required to be administered in accordance with the standard of care and diligence of a fiduciary, any regulatory violation couldcan be the basis for disciplinary action, including the initiation of a suspension, limitation, or termination proceeding.
In the United States, DeVry University, Chamberlain College of Nursing, Ross University ApolloSchool of Medicine, Ross University School of Veterinary Medicine, American University of the Caribbean School of Medicine, Carrington College and Western CareerCarrington College California have completed and submitted all required audits of compliance with federal financial assistance programs for fiscal year 2008.2011. DeVry’s independent public accountants are currently conducting the required audits of the one-year period ended June 30, 2009. In conjunction with previously2012. Based upon the most recently filed financial aid audit reports, DeVry University has beenwas not required to post letters of credit. As of August 2009, there were approximately $12.2 million inany letters of credit outstanding, representing less than 2% of the Title IV aid administered in fiscal year 2008, relating to its participation in federal financial aid assistance programs. These letters of credit expire in less than one year. No amount has ever been drawn under these letters of credit issued on behalf of DeVry.
As a part of its effort to monitor the administration of student financial assistance programs, the U.S. Department of Education and state grant agencies may conduct site visits and program reviews at any educational institution at any time. Reviews atof several DeVry campusesinstitutions have not resulted in any adverse material findings or adjustments.
In addition to the requirements that educational institutions must meet, student recipients of financial aid must maintain satisfactory academic progress toward completion of their program of study and an appropriate grade point average.
As discussed earlier, DeVry University undergraduate students are eligible to participate in the Federal Perkins Loan Program. DeVry University is responsible for the administration of this program. During fiscal year 2012, DeVry became aware that a portion of students with outstanding Perkins loans did not have the correct enrollment status, and therefore such loans should have been in repayment. The issue involved the transmission to a third party service provider of enrollment data for about ten percent of DeVry University students in the program. These students were not being moved into repayment mode when they should have been, and the fund was not accruing the interest or collecting the principal it should have. DeVry recorded an accrual for interest due to the Perkins fund for such loans along with a reserve for potential uncollectible accounts as a result of this now corrected administrative error.
STUDENT LOAN DEFAULTS
The U.S. Department of Education has instituted strict regulations that penalize institutions whose students have high default rates on federal student loans. Depending on the type of loan, a loan is considered in default after the borrower becomes at least 270 or 360 days past due. For a variety of reasons, highhigher default rates are most often found in proprietary institutions and community colleges — all of which tend to have a higher percentage of low income students enrolled than do four-year publicly supported and independent colleges and universities.
Educational institutions are penalized to varying degrees under the FFELP or the William D. Ford Federal Direct Student Loan Program, depending on the default rate for the “cohort” defined in the statute. An institution with a cohort default rate that exceeds 20% for the year is required to develop a plan to reduce defaults, but the institution’s operations and its students’ ability to utilize student loans are not restricted. An institution with a cohort default rate of 25% or more for three consecutive years is ineligible to participate in these loan programs and cannot offer student loans administered by the U.S. Department of Education for the fiscal year in which the ineligibility determination is made and for the next two fiscal years. Students attending an institution whose cohort default rate has exceeded 25% for three consecutive years also are ineligible for Pell grants. Any institution with a cohort default rate of 40% or more in any year is subject to immediate limitation, suspension, or termination proceedings from all federal aid programs. DeVry carefully monitors students’ loan default raterates and has never had a cohort default rate of 25% or more for three consecutive years, or of 40% or more in any one year. DeVry is notyear, at any if its institutions.
Beginning with the cohort default rate calculations for federal fiscal year 2009, the cohort default rate will be calculated by determining that rate at which borrowers who become subject to any restriction or terminationtheir repayment obligation in the relevant fiscal year, default by the end of the third federal fiscal year. The previous method of calculating cohort default rates will remain in effect and will be used to determine institutional eligibility until three consecutive years of official cohort default rates calculated under any student loan program.
According to the U.S. Department of Education, the cohort default rate for all colleges and universities eligible for federal financial aid increased from 4.6%7.0% in fiscal year 20052008 to 5.2%8.8% for fiscal year 20062009 (the latest period for which data isare available).
Default rates for DeVry University, Ross University School of Medicine, Ross University School of Veterinary Medicine, American University of the Caribbean School of Medicine, Chamberlain College of Nursing, ApolloCarrington College and Western CareerCarrington College California students follow. The latest period for which final data isare available is 2006.
| Cohort Default Rate | ||||||||||||||||
| 2006 | 2005 | 2004 | 2003 | |||||||||||||
| DeVry University - Federal Family Education Loan Program | 7.3 | % | 6.6 | % | 6.5 | % | 5.7 | % | ||||||||
| DeVry University – Federal Perkins Loan Program | 6.6 | % | 6.9 | % | 8.5 | % | 11.7 | % | ||||||||
| DeVry University – Graduate Programs | 1.4 | % | 1.7 | % | 2.3 | % | 2.0 | % | ||||||||
| Ross University – Medical School | 0.1 | % | 0.0 | % | 0.2 | % | 0.1 | % | ||||||||
| Ross University – Veterinary School | 0.1 | % | 0.1 | % | 0.4 | % | 0.0 | % | ||||||||
| Chamberlain College of Nursing | 1.8 | % | 0.5 | % | 0.7 | % | 0.0 | % | ||||||||
| Apollo College | 7.5 | % | 4.9 | % | 5.1 | % | 3.9 | % | ||||||||
| Western Career College | 9.6 | % | 10.3 | % | 15.1 | % | 13.2. | % | ||||||||
| Cohort Default Rate | ||||||||||||||||
| 2009 | 2008 | 2007 | 2006 | |||||||||||||
DeVry University: Undergraduate Programs | 14.2 | % | 10.2 | % | 9.0 | % | 7.3 | % | ||||||||
DeVry University: Federal Perkins Loan Program | 12.4 | % | 8.8 | % | 6.6 | % | 6.8 | % | ||||||||
DeVry University: Graduate Programs | 3.9 | % | 2.6 | % | 2.7 | % | 1.4 | % | ||||||||
Ross University School of Medicine | 0.5 | % | 0.2 | % | 0.2 | % | 0.1 | % | ||||||||
Ross University School of Veterinary Medicine | 0.0 | % | 0.0 | % | 0.0 | % | 0.1 | % | ||||||||
Chamberlain College of Nursing | 3.3 | % | 1.7 | % | 2.9 | % | 1.8 | % | ||||||||
American University of the Caribbean School of Medicine | 2.0 | % | 0.8 | % | 1.0 | % | 0.0 | % | ||||||||
Carrington College | 11.7 | % | 7.0 | % | 7.2 | % | 7.5 | % | ||||||||
Carrington College California | 16.7 | % | 13.6 | % | 10.2 | % | 9.6 | % | ||||||||
The cohort default rate for Carrington College California was in excess of 15.0% for the most recent year (2009). In accordance with U.S. Department of Education regulations, disbursement of Title IV Stafford loans for new students is delayed for a thirty day period for any institution with a cohort default rate in excess of 15.0%. Management believes that the delay in the related cash receipts for this DeVry institution will not materially affect its operations or cash flow.
Under the Federal Perkins loan program, the institution is responsible for collecting outstanding loans. Any institution with a Perkins loan cohort default rate exceeding 15% must establish a default reduction plan. DeVry has worked to reduce the default raterates for all loan programs by implementing financial literacy and student counseling and additional collection effortsprograms and retaining outside loan service agencies.
CAREER SERVICES
DeVry University
AsTHE Career University, DeVry University believes that the employment of its graduates is essential to the achievement of its mission and the ability to attract and retain students. Career services professionals located at DeVry University undergraduate campuses work with students to choose careers, craft resumes, and prepare for job interviews. The staff also maintains contact with local and national employers to proactively identify job opportunities and arrange interviews. In many cases, company hiring representatives conduct interviews at DeVry University campuses.
DeVry University attempts to gather accurate data to determine how many of its undergraduates, both at the associate and bachelor’s degree levels, are employed in positions related to their program of study within six months following graduation. To a large extent, the reliability of such data depends on the quality of information that graduates self-report.
One measure of success is the 10employment outcomes of DeVry University graduates. Each year, period ending October 2008,thousands of DeVry University graduates have started careers in their chosen fields within 6 months or less of their graduation. Eighty-six percent of DeVry University’s U.S. campuses graduated more than 69,000 students who were eligible for career services assistance (this excludesFebruary 2011, June 2011 and October 2011 graduates who continued their education, students from foreign countries not legally eligible to work in the United States, and other categories of students whoactive job market were not available for employment). More than 58,000 graduates during this 10 year period actively pursued employment or were already employed; 89% of those held positions related toemployed in their programfields of study within six months of graduation.
For the graduate’s previous employment experience, program of study, and geographic area of employment.
Historically, DeVry University has provided students access to a student national job database, which allows students to log into one site to view, apply for, and learn more about job leadsopportunities appropriate to their experience and education level. ForOver the upcomingcoming year DeVry University will expand the capabilities of this databasesystem into a more comprehensive student portal for career planning and management. This new system will be further expandedinclude a self-assessment application, networking tools, video tutorials, resource links, and feeds for employer use.events and job leads relevant to their degree program. In addition, management developedhas recently reconfigured the national job database to allow employers to access the system directly and post job leads on their own. This functionality will be rolled-out to our employer partners over the coming year.
Chamberlain College of Nursing
Chamberlain College of Nursing initiated a preferred employer program. This program provides an avenue for businesses to easily partner with DeVry in areas such as career services curriculum development,program in fiscal year 2009 at its Columbus campus, which now extends nationwide. Career services professionals work with students to develop resumes, prepare for job interviews, and continued employee education.
Carrington
Carrington provides career service support to students through dedicated employees at each campus location. The range of services provided includes: assistance in preparing resumes, coaching to define a job search strategy, coaching to improve interviewing skills, employer outreach initiatives to identify job opportunities, access to posted online job opportunities and guidance to help graduates obtain employment in their field of study.
SEASONALITY
DeVry’s quarterly revenue and net income fluctuate primarily as a result of the pattern of student enrollments. Generally, the schools’ highest enrollment and revenues typically occur in the fall, which corresponds to the second and third quarters of DeVry’s fiscal year. Enrollment is slightly lower in the spring, and the lowest enrollment generally occurs during the summer months. DeVry’s operating costs do not fluctuate as significantly on a quarterly basis.
Results of operations reflect both this seasonal enrollment pattern and the pattern of student recruiting activity costs that precede the start of every term. Revenues, operating income, and net income by quarter for each of the past two fiscal years are included in Note 16 to the Consolidated Financial Statements, “Quarterly Financial Data.”
EMPLOYEES
As of June 30, 2009,2012, DeVry had the following number of employees:
| Faculty and Staff | ||||||||||||||||
| Full-time | Part-time | Part-time Student Employees | Total | |||||||||||||
| DeVry University | 5,352 | 61 | 515 | 5,928 | ||||||||||||
| Ross University | 762 | 32 | 60 | 854 | ||||||||||||
| Chamberlain College of Nursing | 177 | 4 | 25 | 206 | ||||||||||||
| U.S. Education | 1,009 | 233 | 69 | 1,311 | ||||||||||||
| Becker Professional Education | 183 | 26 | -- | 209 | ||||||||||||
| Advanced Academics | 142 | 20 | -- | 162 | ||||||||||||
| Fanor | 391 | 615 | 133 | 1,139 | ||||||||||||
| Home office staff | 383 | 8 | -- | 391 | ||||||||||||
| Total | 8,399 | 999 | 802 | 10,200 | ||||||||||||
| Faculty and Staff | Part-time Student Employees | Total | ||||||||||||||
| Full- time | Part- time | |||||||||||||||
DeVry University | 5,975 | 69 | 768 | 6,812 | ||||||||||||
DeVry Medical International | 1,130 | 28 | 93 | 1,251 | ||||||||||||
Chamberlain College of Nursing | 573 | 7 | 124 | 704 | ||||||||||||
Carrington Colleges Group | 935 | 179 | 45 | 1,159 | ||||||||||||
Becker Professional Education | 252 | 18 | — | 270 | ||||||||||||
Advanced Academics | 180 | 6 | — | 186 | ||||||||||||
DeVry Brasil | 1,213 | 1,174 | 141 | 2,528 | ||||||||||||
Home Office Staff | 605 | 6 | — | 611 | ||||||||||||
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Total | 10,863 | 1,487 | 1,171 | 13,521 | ||||||||||||
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DeVry also utilizes independent contractors who teach as adjunct faculty and instructors. These independent contractors are not included in the above table. DeVry believes that its relationship with its employees is satisfactory. The only employees represented by a union are approximately 200Approximately 240 administrative and support employees of Ross University’s medical school campus in Dominica. TheseDominica and approximately 1,350 employees at DeVry Brasil are covered by arespective collective bargaining agreementagreements with a local union.
DeVry University
Each DeVry University campus and center is managed by a campus president or center directordean and has a staff of academic deans, faculty and academic support staff, admissions group, career service and student service personnel, and other professionals. Group vice presidents of operations oversee the campuses and centers in geographically defined areas.
Each DeVry University campus president hires academic deans and faculty members in accordance with internal criteria, accrediting standards, and applicable state law. More than 85%All of our full-time undergraduate faculty members hold advanced academic degrees, and most faculty members teaching in technical areas have related industry experience. Thirty-three percent of DeVry University’s full-time faculty hold doctorate degrees. DeVry University offers sabbatical and other leave programs to allow faculty to engage in developmental projects or consulting opportunities so they can maintain and enhance their currency and teaching skills.
Medical and Healthcare
DeVry Medical International
The Ross University School of Medicine and the Ross University School of Veterinary Medicine are managed by deans with appropriate department chairs and course directors to oversee the educational operations. In addition, each campus has student services staff to assist with financial aid, housing, and other student-related matters. The campuses are supported by DeVry Medical International, Inc. (formerly Ross Health Sciences, Inc.), a central administrative staff, located in North Brunswick, New Jersey, and Miami, Florida.
Faculty members at Ross University School of Medicine have either a Ph.D. or an M.D. degree or both. The full-time faculty is supplemented by visiting or part-time instructors who are engaged to lecture on very specialized or emerging subjects. Each veterinary faculty member has either a Ph.D. or D.V.M. degree or both. Faculty members at Ross University faculty membersSchool of Medicine and Ross University School of Veterinary Medicine are not tenured.
The American University of the Caribbean School of Medicine is managed by a dean with appropriate department chairs and course directors to oversee the educational programs and clinical rotations. In addition, the school has student services staff to assist with student financial aid, housing, and other student-related matters. The St. Maarten campus is supported by administrative staff located in Coral Gables, Florida.
In general, all medical school faculty members have a Ph.D., M.D. or a D.O. degree. The full-time faculty is supplemented by visiting instructors.
Chamberlain College of Nursing
Chamberlain College of Nursing campuses are managed by campus deanspresidents who are doctorally prepared nurse administrators. The campus deanspresidents report to a home office vice president of campus operations and are supported by a vice president of academic affairs who is responsible for standardized delivery of curricula on each campus. Student services staff is available to assist campus and online students with admissions, financial aid, housing, and other aspects of student life. Administration of the Chamberlain online program offerings is supported, in part, by staff at DeVry Online. The campuses and online program offerings are supported by a central administrative/management staff located in Addison,Lombard, Illinois.
In general, Chamberlain College of Nursing faculty members have a Master of Science in Nursing, and several have a Ph.D. Those faculty without a master’s degree are enrolled in a graduate program in nursing. General educationLiberal arts and sciences courses are taught by DeVry University faculty. Chamberlain faculty members are not tenured.
Carrington Colleges Group
Carrington College and Western CareerCarrington College California campuses are managed by Campus Executive Directors.campus executive directors. These Campus Executive Directorscampus executive directors are supported by campus-based, director level support staff in the functional areas of admissions, career services, financial aid,student finance, student records, and academics. Further support and oversight in the areas of academics, accounting, financial aid, marketing,student finance, admissions, human resources, and information technology are provided by divisionaladministrative staff located in Phoenix, Arizona (Apollo(Carrington College) and Sacramento, California (Western Career College)(Carrington College California).
The parent organization has its main office in Mission Viejo, California.Phoenix, Arizona. Support functions in accounting/finance, marketing, information technology, real estate, risk management and human resources are maintained at this office.
All ApolloCarrington College and Western CareerCarrington College California faculty members must meet the minimum academic credentialing requirements as set forth by their respective institutional and programmatic accreditation bodies and state authorizing agencies, as applicable.
International, K-12 and Professional Education
DeVry Brasil
DeVry Brasil’s management team along with support service functions including academics, compliance, marketing, finance, information technology and human resources are based in Fortaleza, Brazil. Each campus is managedled by a staff based primarily in DeVry’s Oakbrook Terrace home office that supports its operations. Certain regional operations, as well as some other functions such as curriculum development,president and the smaller center locations are managedled by a director. Most of Fanor’s faculty are part-time and located throughout the United States and Canada. Becker’s faculty consists primarily of practicing professionals and university professors who teach the review courses on a part-time, course-by-course basis.
Advanced Academics
The majority of Advanced Academics’ employees work at its home office located in Oklahoma City, Oklahoma. The staff includes state certified high school teachers, high school counselors, student service, curriculum development, information technology, student recruiting, finance and administrative personnel. In addition, Advanced Academics maintains several smaller offices throughout the United States for faculty and student service employees.
Becker Professional Education
Becker Professional Education is ledmanaged by a presidentstaff based primarily at DeVry’s Downers Grove home office that supports its operations. Certain regional operations, as well as some other functions such as curriculum development, are managed and located throughout the smaller center locations are led byUnited States, the United Kingdom and Hong Kong. Becker’s faculty consists primarily of practicing professionals and university professors who teach the review courses on a director. Most of Fanor’s faculty are part-time, and more than 30% hold Master’s and/or Doctoral degrees.
Home Office Staff
DeVry’s home office staff are located at DeVry’s Oakbrook Terrace, Illinois,offices in Downers Grove and Oak Brook, Illinois. The home office staff supports the employees for all of DeVry’s educational programs and locations by providing a broad range of services. Among the centrally-providedcentrally-
provided support services are curriculum development, academic management, licensing and accreditation, marketing and recruiting management, information technology, financial aid processing, regulatory compliance, internal audit, legal, tax, payroll, and finance and accounting.
TRADEMARKS AND SERVICE MARKS
DeVry owns and uses numerous trademarks and service marks, such as “DeVry,” “DeVry University,” “DeVry Shield Design,” “Keller Graduate School of Management,” “Advanced Academics,” “Becker Professional Education,” “Becker CPA Review,” “ATC International,” “Ross University,” “Chamberlain College of Nursing,” “U.S. Education Corporation,” “Apollo“Carrington College,” “Western Career“Carrington College California,” “EDUCARD®“EDUCARD®,” “American University of the Caribbean,” “Falcon Physician Reviews” and variants thereof.others. All trademarks, service marks, and copyright registrationscopyrights associated with its businesses are registeredowned in the name of DeVry Inc. or a subsidiary of DeVry Inc. Copyright registrations expire over various periods of time. DeVry vigorously defends against infringements of its trademarks, service marks, and copyrights.
DeVry’s Web site is at http://www.devryinc.com.
Through its Web site, DeVry offers (free of charge) theits Annual Report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and all amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a) or 78o(d)) (the “Exchange Act”) as soon as reasonably practicable after it electronically files such material with, or furnishes such material to, the SEC. The Web site also includes copies of the following:
DeVry Corporate Governance Principles
Policy for Shareholder Communication with Directors
Policy for Communicating Allegations Related to Accounting Complaints
Director Nominating Process
DeVry Code of Business Conduct and Ethics
Academic Committee Charter
Audit Committee Charter
Compensation Committee Charter
Finance Committee Charter
External Relations Committee Charter
Nominating and Governance Committee Charter
Information contained on the Web site is not incorporated by reference into this report.
Copies of the DeVry’s filings with the SEC and the above-listed policies and charters also may be obtained by written request to the Investor Relations at DeVry’s executive offices. In addition, DeVry’s filings with the SEC can be read or copied at the SEC’s Public Reference Room at 100 F Street, NE, Washington, D.C. 20549. Information on the operation of the Public Reference Room can be obtained by calling the SEC at 1-800-SEC-0330. The SEC maintains a Web site that contains reports, proxy and information statements, and other information regarding issuers, including DeVry, that file electronically with the SEC; the Web site address is athttp://www.sec.gov.
ITEMITEM 1A — RISK FACTORS
DeVry’s business operations are subject to numerous risks and uncertainties. Investors should carefully consider the risk factors described below and all other information contained in the Annual Report on Form 10-K before making an investment decision with respect to DeVry’s common stock. If any of the following risks are realized, DeVry’s business, results of operations, financial condition and cash flows could be materially and adversely affected, and as a result, the trading price of DeVry’s common stock could be materially and adversely impacted. Because of their very nature, management cannot predict all the possible risks and uncertainties that may arise. Risks and uncertainties that may affect DeVry’s business include, but are not limited to:
Risks Related to DeVry’s Highly Regulated Industry
DeVry is subject to risks relating to regulatory matters. If DeVry fails to comply with the extensive regulatory requirements for its business,operations, DeVry could face fines and penalties, including loss of access to federal and state student financial aid for ourits students.
As a provider of higher education, DeVry is subject to extensive regulation on both the federal and state levels. In particular, the Higher Education Act, as amended and reauthorized, (“the Higher Education Act”) subjects DeVry’s U.S. degree granting institutions (DeVry University, Ross University, Chamberlain College of Nursing, ApolloCarrington College and Western Career College)Carrington College California) and all
other higher education institutions, including DeVry’s Ross University School of Medicine, Ross University School of Veterinary Medicine and American University of the Caribbean School of Medicine, that participate in the various federal student financial aid programs under Title IV of the Higher Education Act (“Title IV”) to significant regulatory scrutiny.
To participate in Title IV, an institution must receive and maintain authorization by the appropriate state education agencies, be accredited by an accrediting commission recognized by the U.S. Department of Education (“U.S. DOE”ED”), and be certified by the U.S. DOEED as an eligible institution. Most U.S. DOE requirements are applied on an institutional basis.
These regulatory requirements cover virtually all phases of ourDeVry’s U.S. operations, including educational program offerings, facilities, instructional and administrative staff, administrative procedures, marketing and recruiting, financial operations, payment of refunds to students who withdraw, acquisitions or openings of new schools or programs, addition of new educational programs and changes in ourDeVry’s corporate structure and ownership.
If DeVry is found to be in noncompliance with any of these regulations, standards or policies, any one of the relevant regulatory agencies could take action including:
Imposing monetary fines or penalties;
Requiring a posting of a letter of credit or bond
Limiting or terminating DeVry’s operations or ability to grant degrees;
Restricting or revoking accreditation, licensure or other approval to operate;
Limiting, suspending, or terminating eligibility to participate in Title IV programs or state financial aid programs; and
Subjecting DeVry to other civil or criminal penalties, including those associated with filing a false claim, which may include requirements to repay one or more years receipt of Title IV aid and treble damages.
Any of the penalties, injunctions, restrictions or other forms of censure listed above could have a material adverse effect on DeVry’s business, results of operations, financial condition and cash flows. If DeVry were to lose its Title IV eligibility, DeVry would experience a dramatic and adverse decline in revenue and would be unable to continue business as it is currently conducted.
Many U.S. state governments also provide financial support to students enrolled in higher education programs in their state. These state government financial aid programs subject our schools to regulatory requirements, often similar to those governing federal Title IV programs. If any one of our U.S. degree granting institutions is found to be in noncompliance with regulations governing those programs, its students and prospective students may lose access to funds from the non-compliant program, which could negatively impact the financial condition, results of operations and cash flows of the affected institution. The institution could also be required to repay all or a portion of funds received for one or more years of noncompliant activity.
The U.S. Congress may change laws governing federal financial aid programs in ways that could materially impact our financial condition, operations and cash flows.
Action by the U.S. Congress to revise the laws governing the federal student financial aid programs or reduce funding for those programs could reduce DeVry’s student enrollments and/or increase its costs of operation. Political and budgetary concerns significantly affect Title IV Programs. The U.S. Congress enacted the Higher Education Act to be reauthorized on a periodic basis, which most recently occurred in August 2008. The 2008 reauthorization of the Higher Education Act made significant regulatorychanges to the requirements governing the Title IV Programs, including changes that, among other things:
Regulated non-federal, private education loans;
Regulated the relationship between institutions and risks relatedlenders that make education loans;
Revised the calculation of the student default rate attributed to governmentalan institution and accrediting body oversightthe threshold rate at which sanctions will be imposed against an institution (as discussed above);
Adjusted the types of revenue that an institution is deemed to have derived from Title IV Programs and the sanctions imposed on an institution that derives too much revenue from Title IV Programs;
Increased the types and amount of information that an institution must disclose to current and prospective students and the public; and
Increased the types of policies and practices that an institution must adopt and follow.
The U.S. Congress can change the laws affecting Title IV Programs in the annual federal appropriations bills and other laws it enacts between the Higher Education Act reauthorizations. At this time, DeVry cannot predict all of the changes that the U.S. Congress will ultimately make. Since a significant percentage of DeVry’s business:
Inclusion of sources of federal student assistance or funding other than Title IV aid in the 90/10 formula,
Limitations of the use of federal funding for certain expenses.
Congressional examination of private sector post-secondary education could lead to legislation or other governmental action that may negatively affect the industry.
In 2010, the U.S. Congress increased its focus on private sector education institutions, including participation in Title IV programs and the U.S. Departments’ of Defense and Veterans Administration oversight of tuition assistance for military service members attending private sector colleges. Since June 2010 the Senate HELP Committee has held hearings to examine private sector education. Other Committees of the U.S. Congress have also held hearings into, among other things, the standards and procedures of accrediting agencies, credit hours and program length, the portion of federal student financial aid going to private sector institutions, and the receipt of veteran’s and military education benefits by students enrolled at private sector institutions. DeVry has cooperated with each of these inquiries. A number of legislators have variously requested the Government Accountability Office (GAO) to review and make recommendations regarding, among other things, recruitment practices, educational quality, student outcomes, the sufficiency of integrity safeguards against waste, fraud and abuse in Title IV programs, and the percentage of private sector institutions’ revenue coming from Title IV and other federal funding sources. The GAO released four reports on private sector post-secondary education: first, a report in August 2010 (subsequently revised in November 2010) that concluded, based on a three-month undercover investigation, that employees at a non-random sample of 15 private sector institutions (not any of our schools) made deceptive statements to students about accreditation, graduation rates, job placement, program costs, or financial aid; second, a report in October 2010 critical of the ED’s efforts to enforce the ban on incentive payments; third, a report in October 2011 critical of the student experience and instructor performance at some private sector online institutions; and fourth, a report in December 2011 comparing various student outcomes across private sector, non-profit, and public institutions. This increased activity is expected to continue and may result in legislation, further rulemaking affecting participation in Title IV programs, and other governmental actions. In addition, concerns generated by Congressional activity may adversely affect enrollment in and revenues of private sector educational institutions. Limitations on the amount of federal student financial results.
Our ability to comply with some of regulations of the Department of Education is affected by economic forces affecting our students and graduates that are not entirely within our control.
Our ability to comply with several regulations of the ED is not entirely within our control. In particular, our ability to participate in federal Title IV programs is dependent on government-fundedthe ability of our past students to avoid default on student loans, obtain gainful employment, and to pay for a portion of their education with private funds. These measurements are heavily influenced by broader economic drivers, including the personal or family wealth of our students, the overall employment outlook for their area of study and the availability of private financing sources. The continued economic downturn, or a worsening economic outlook, could impact these measurements, which could have a material adverse effect on our financial aidcondition, results of operation and cash flows.
Our failure to comply with the Department of Education’s gainful employment regulations could result in heightened disclosure requirements and loss of Title IV eligibility.
Proprietary education programs that “lead to gainful employment in a recognized profession” are eligible to participate in Title IV programs. In June 2011, the ED released regulations, comprised of alternative metrics, to determine whether a proprietary institution’s programs lead to gainful employment, with the express purpose of restricting the financing options of students at certain proprietary institutions. Failure to meet the established criteria would result in a proprietary education institution, like any of our U.S. degree institutions, losing eligibility to participate in Title IV programs. Much of the ED’s gainful employment regulations were recently vacated inPSCU v. Duncan, Case No. 1:11-CV-01314-RC, Dkt. 25 at 1 (D.D.C. June 30, 2012). The Court inPSCU,however, upheld ED’s authority to establish minimum standards in determining whether an institution’s programs met the gainful employment requirements. If there are changesthe ED were to successfully appeal the Court’s decision inPSCU,or develop new gainful employment regulations, and we were unable to comply with such regulations, our noncompliance with such regulations could have a material impact on our ability to participate in the Title IV programs and, consequently, a material adverse effect on our financial aid programcondition. In connection with the ED’s focus on gainful employment, the ED also released regulations that restrict student eligibility or reduce funding levels, DeVry’s enrollment and/or collection of student billings may suffer, causing revenueswere not vacated inPSCU requiring disclosures related to decline. Conversely, increases in state funding levels to taxpayer-supported educational institutionsprogram costs, average indebtedness and employment outcomes from each program.These remaining disclosure requirements could generate further price competition that adversely affects DeVry’shave an adverse impact on our ability to recruit and enroll students if potential new students perceive these outcomes as an indicator of poor value or non-competitive with other programs.
Department of Education rules prohibiting “substantial misrepresentation” are very broad. As a result, we face increased exposure to litigation arising from student and prospective student complaints and enforcement actions by the Department of Education that could restrict or eliminate our eligibility to participate in Title IV programs.
Recently adopted ED rules significantly broaden an educational institution’s liability for “substantial misrepresentation” that, among other things, subject us to sanctions for statements containing inadvertent errors made to non-students, including any member of the public, impose vicarious liability on us for the conduct of others, and expose us to liability even when no actual harm occurs. It is possible that despite our efforts to prevent such misrepresentations, our employees or service providers may make statements that could be construed as substantial misrepresentations. As a result, we may face complaints from students and prospective students over statements made by us and our agents throughout the enrollment, admissions and financial aid process, as well as throughout attendance at any of our U.S. degree granting schools, which would expose us to increased risk of enforcement action and applicable sanctions or other penalties and increased risk of private qui tam actions under the Federal False Claims Act. If the ED determines that an institution has engaged in substantial misrepresentation, the ED may revoke an institution’s agreement to participate in the ED’s Title IV programs, impose limitations on the institution’s participation in Title IV programs, deny applications from the institution for approval of new programs or locations or other matters, or initiate proceedings to fine the institution or limit, suspend, or terminate its eligibility to participate in Title IV programs. If the ED determines that statements made by us or on our behalf are in violation of the new regulations, we could be subject to sanctions and other liability, which could have a material adverse effect on financial condition, results of operations, cash flows and stock price.
Regulations governing the eligibility of our U.S. degree granting institutions to participate in Title IV programs preclude us from compensating any employee or third-party involved in student recruitment, admissions or finance based on their success in those areas. These regulations could limit our ability to attract and retain students.
An educational institution participating in tax lawsTitle IV programs may not pay any commission, bonus or other incentive payments to any person involved in student recruitment or admissions or awarding of Title IV program funds, if such payments are based directly or indirectly in any part on success in enrolling students or obtaining student financial aid. Our limited ability to compensate our employees based on their performance of their job responsibilities could make it more difficult for us to attract and retain highly-qualified employees. The regulations may also impair our ability to sustain and grow our business, which could have a material adverse effect on our financial condition, results of operations, cash flows and stock price. Additionally, guidance from the ED indicates that these regulations would apply to services that we may provide to enable other educational institutions to offer online educational programs. These restrictions could materially restrict our ability to provide services competitive with other companies that provide, or will provide, online services to educational institutions without restrictions on incentive compensation.
A failure to demonstrate financial responsibility or administrative capability may result in the loss of eligibility to participate in Title IV programs.
All Title IV participating institutions are subject to meeting financial and administrative standards. These standards are assessed through annual compliance audits, quadrennial renewal of institutional program participation agreements, periodic program reviews and ad hoc events which may lead ED to evaluate an institution’s capacities. If we fail to demonstrate either financial responsibility or administrative capability, we could be subject to sanctions including; a requirement to post a letter of credit, fines, suspension or termination of our eligibility to participated in the Title IV programs, any of, which could have a material adverse effect on our financial condition, results of operation and cash flows.
Student loan defaults could result in the loss of eligibility to participate in Title IV programs.
Our U.S. degree granting institutions may lose their eligibility to participate in Title IV programs if their student loan default rates are greater than standards set by the ED. An educational institution may lose its eligibility to participate in some or all Title IV programs, if, for three consecutive federal fiscal years, 25% or more of its students who were required to begin repaying their student loans in the relevant federal fiscal year default on their payment by the end of the next federal fiscal year. In addition, an institution may lose its eligibility to participate in some or all Title IV programs if its default rate for a federal fiscal year was greater than 40%. Beginning with the cohort default rate calculations for federal fiscal year 2009, the cohort default rate will be calculated by determining the rate at which borrowers, who become subject to their repayment obligation in the relevant fiscal year, default by the end of the third federal fiscal year. The prior method of calculating cohort default rates will remain in effect and will be used to determine institutional eligibility until three consecutive years of official cohort default rates calculated under the new formula are available. In addition, the cohort default rate threshold of 25% will be increased to 30% for purposes of certain sanctions and requirements related to cohort default rates. This change will initially affect eligibility determinations for the 2015 and 2016 fiscal years. If any of our U.S. degree granting institutions lose eligibility to participate in Title IV programs because of high student loan default rates, it would have a material adverse effect on our financial condition, results of operation and cash flows.
Our schools could lose their eligibility to participate in federal student financial aid programs if the percentage of their revenues derived from those programs were too high.
Our U.S. degree granting institutions may lose eligibility to participate in Title IV programs if, on a cash basis, the percentage of the institution’s revenue derived from Title IV programs for two consecutive fiscal years is greater than 90%. If any of our U.S. degree granting institutions lose eligibility to participate in Title IV programs because it is unable to comply with the ED’s 90/10 Rule, it could have a material adverse effect on our financial condition, results of operation and cash flows.
Our failure to comply with the Department of Education’s credit hour rule could result in sanctions and other liability.
In 2009 and 2010 the ED’s Office of Inspector General criticized three accreditors, including the Higher Learning Commission, which is the accreditor for DeVry University and Chamberlain College of Nursing, for deficiency in their oversight of institutions’ credit hour allocations. In June 2010 the House Education and Labor Committee held a hearing concerning accrediting agencies’ standards for assessing institutions’ credit hour policies. The 2010 Program Integrity Regulations defined the term “credit hour” for the first time and require accrediting agencies to review the reliability and accuracy of an institution’s credit hour assignments. If an accreditor does not comply with this requirement, its recognition by the ED could be jeopardized. If an accreditor identifies systematic or significant noncompliance in one or more of an institution’s programs, the accreditor must notify the Secretary of Education. If the ED determines that an institution is out of compliance with the credit hour definition, the ED could impose liabilities or other sanctions which could have a material adverse effect on our financial conditions, results of operation and cash flows.
If we fail to maintain our institutional accreditation or if our institutional accrediting body loses recognition by the Department of Education, we would lose our ability to participate in Title IV programs.
The loss of accreditation by any of our schools would leave such affected school ineligible to participate in Title IV programs and would have a material adverse effect on our financial condition, results of operation and cash flows. In addition, an adverse action by any of our accreditors, other than loss of accreditation, such as issuance of a warning, could have a material adverse effect on our business. Increased scrutiny of accreditors by the Secretary of Education in connection with the ED’s recognition process may result in increased scrutiny of institutions by accreditors or have other consequences.
If we fail to maintain any of our state authorizations, we would lose our ability to operate in that state and to participate in Title IV programs there.
Campuses of our U.S. degree granting institutions are authorized to operate and to grant degrees, diplomas or certificates by the applicable education agency of the state where each such campus is located. Such state authorization is required for students at the campus to participate in Title IV programs. The loss of state authorization would, among other things, render the affected school ineligible to participate in Title IV programs at least at those state campus locations, limit that school’s ability to operate in that state and could have a material adverse effect on our financial condition, results of operation and cash flows.
Budget constraints in states that provide state financial aid to our students could reduce the amount of such financial aid that is available to our students, which could reduce our enrollment and adversely affect our 90/10 Rule percentage.
Many states are experiencing severe budget deficits and constraints. Some of these states have reduced corporate earnings both could affect corporate educational benefit plans.or eliminated various student financial assistance programs, and additional states may do so in the future. If employers reduce tuition reimbursement amounts, workingour students who receive this type of assistance cannot secure alternate sources of funding, they may be less likelyforced to withdraw, reduce the rate at which they seek to complete their education, or replace the source with more expensive forms of funding such as private loans which will have a negative impact on debt measurements such as the Gainful Employment disclosures and the cohort default rate. Other students who would otherwise have been eligible for state financial assistance may not be able to enroll without such aid. This reduced funding could decrease our enrollment and adversely affect our financial condition, results of operations and cash flows.
In addition, the reduction or elimination of these non-Title IV sources of student funding may adversely affect our 90/10 measurement.
We are subject to sanctions if we fail to calculate accurately and make timely payment of refunds of Title IV program funds for students who withdraw before completing their educational program.
The Higher Education Act and ED regulations require us to calculate refunds of unearned Title IV program funds disbursed to students who withdraw from their educational program. If refunds are not properly calculated or timely paid, we may be required to post a letter of credit with the ED or be subject to sanctions or other adverse actions by the ED, which could have a material adverse effect on our financial condition, results of operation and cash flows.
We rely on one or more third parties to administer portions of our Title IV and institutional loan programs and failure to comply with applicable regulations by a third-party or by us could result in sanctions.
We contract with unaffiliated entities for student software systems and services related to the administration of portions of our Title IV and institutional loan programs. Because each of our schools is jointly and severally liable for the actions of third-party servicers and vendors, failure of such servicers to comply with applicable regulations could have a material adverse effect on our schools, including fines and the loss of eligibility to participate in Title IV programs. If any of the third party servicers discontinue providing such services to us, we may not be able to replace them in a timely, cost-efficient, or effective manner, or at all, and we could lose our ability to comply with collection, lending and Title IV requirements, which could have a material adverse effect our enrollment, revenues and results of operations.
We provide financing programs to assist some of our students in affording our educational offerings. These programs are subject to various federal and state rules and regulations. Failure to comply with credit and collections regulations could subject us to fines.
Our institutional lending programs fall under the oversight and enforcement provisions of the Consumer Financial Protection Bureau. If we, or one of the companies that service our loans, do not comply with Truth in Lending or Fair Debt Collections Practices laws, we could be subject to fines of as much as $1,000,000 per day of non-compliance. These fines could have a material adverse effect on our financial condition, results of operation and cash flows.
Release of confidential information could subject us to civil penalties or cause us to lose our eligibility to participate in Title IV programs.
As an educational institution participating in federal and state student assistance programs and collecting financial receipts from enrollees or their sponsors, we collect and retain certain confidential information. Such information is subject to federal and state privacy and security rules, including the Family Education Right to Privacy Act, the Health Insurance Portability and Accountability Act and the Fair and Accurate Credit Transactions Act. Release or failure to secure confidential information or other non-compliance with these rules could subject us to fines, loss of our capacity to conduct electronic commerce and loss of eligibility to participate in Title IV programs.
We are subject to sanctions if we fail to accurately and timely report sponsored students’ tuition, fees and enrollments to the sponsoring agency.
A significant portion of our enrollment is sponsored through various federal and state supported agencies and programs, including the U. S. Departments of Defense, Labor and Veterans Administration. We are required to periodically report tuition fees and enrollment to the sponsoring agencies. As a recipient of funds, we are subject to periodic reviews and audits. Inaccurate or untimely reporting could result in suspension or termination of our eligibility to participate in these federal and state programs and have a material adverse impact on enrollments and revenues.
DeVry’s enrollment may be adversely affected by presentations of data concerning competitors that are not representative of actual educational costs for our prospective students.
The ED and other public policy organizations are concerned with the escalating costs of higher education and have developed various tools and resources to help students find low cost educational alternatives. These resources primarily rely on and present data for first-time, full-time residential students, which is not representative of most prospective DeVry program, causing enrollment and revenuesstudents. These presentations may influence some prospective students to decline.
Student enrollment at our schools is affected by legislative, regulatory and economic factors that may change in ways we cannot predict. These factors outside our control limit our ability to assess our future enrollments effectively.
Our future growth depends on a number of factors, including many of the regulatory risks discussed above and business risks discussed below. DeVry University, Carrington College and Carrington College California have experienced reduced new student enrollments in recent periods. Despite ongoing efforts to provide more scholarships to prospective students, and to increase quality and build our reputation, increased unemployment, consumer aversion to debt and the resulting lower student consumer confidence may continue to impact enrollment in the future. Until legislative, regulatory, and market uncertainty are resolved, it may be difficult to assess whether and to what extent there is an impact on our long term growth prospects.
DeVry is subject to risks relating to enrollment of students. If DeVry is not able to continue to successfully recruit and retain its students, it will not be able to sustain its recent revenue growth rate.
DeVry’s undergraduate and graduate educational programs are concentrated in selected areas of technology, healthcare and business. If applicant career interests shift away from these fields, and we do not anticipate or adequately respond to that trend, future enrollment and revenue may decline.
If our graduates are unable to find appropriate employment opportunities, we may not be able to recruit new students.
If employment opportunities for DeVry graduates in fields related to their educational programs decline, future enrollment and revenue may decline as potential applicants choose to enroll at other educational institutions offering different courses of study.
We face heightened competition in the postsecondary education market from otherboth public and private educational institutions, which could adversely affect our financial condition, results of operation and cash flows.
Postsecondary education in recruitingour existing and new market areas is highly competitive and is becoming increasingly so. We compete with traditional public and private two-year and four-year colleges, other proprietary schools and alternatives to higher education. Some of our competitors, both public and private, have greater financial and nonfinancial resources than we have. Some of our competitors, both public and private, are able to offer programs similar to ours at a lower tuition level for a variety of reasons, including the availability of direct and indirect government subsidies, government and foundation grants, large endowments, tax-deductible contributions and other financial resources not available to proprietary institutions, or by providing fewer student services or larger class sizes. An increasing number of traditional colleges and community colleges are offering distance learning and other online education programs, including programs that are geared towards the needs of working learners. This trend has been accelerated by private companies that provide and/or manage online learning platforms for traditional colleges and community colleges. As the proportion of traditional colleges providing alternative learning modalities increases, we will face increasing competition for students from traditional colleges, including colleges with well-established reputations for excellence. As the online and distance learning segment of the postsecondary education market matures, we believe that the intensity of the competition we face will continue to increase. This intense competition could make it more challenging for us to enroll students who are likely to succeed in our educational programs, which could adversely affect our enrollment levels and put downward pressure on our tuition rates, either of which could materially and adversely affect our business, financial condition, results of operations and cash flows.
The personal information that we collect may be vulnerable to breach, theft or loss that could adversely affect our reputation and operations.
Possession and use of personal information in our operations subjects us to risks and costs that could harm our business. We collect, use and retain large amounts of personal information regarding our students and retainingtheir families, including social security numbers, tax return information, personal and family financial data and credit card numbers. We also collect and maintain personal information of our employees in the ordinary course of our business. Some of this personal information is held and managed by certain of our vendors. Confidential information also may become available to third parties inadvertently when we integrate or convert computer networks into our network following an acquisition of a school or in connection with upgrades from time to time.
Due to the sensitive nature of the information contained on our networks, such as students’ grades, our networks may be targeted by hackers. Anyone who circumvents security measures could misappropriate proprietary information or cause interruptions or malfunctions in our operations. Although we use security and business controls to limit access and use of personal information, a third party may be able to circumvent those security and business controls, which could result in a breach of student or employee privacy. In addition, errors in the storage, use or transmission of personal information could result in a breach of student or employee privacy. Possession and use of personal information in our operations also subjects us to legislative and regulatory burdens that could require notification of data breaches and restrict our use of personal information. We cannot assure you that a breach, loss or theft of personal information will not occur. A breach, theft or loss of personal information regarding our students already enrolled, causing enrollment and revenues to decline.
A failure in our computer network or information systems could become less attractiveseverely impact our ability to prospectiveserve our existing students and attract new students. In addition, DeVry may be unable, for competitive reasons, to maintain and increase tuition rates in the future, adversely affecting future revenues and earnings.
The performance and reliability of DeVry’sour computer networks and system applications, especially itstheir online educational platforms and student operational and financial aid packaging applications, are critical to DeVry’sour reputation and ability to attract and retain students. System errors and/or failures could adversely impact DeVry’s delivery of educational content to its online students. In addition, system errors could result in delays and/or errors in processing student financial aid and related disbursements.
Government regulations relating to the Internet could increase our cost of DeVry’s information systems can create system disruptions, shutdownsdoing business and affect our ability to grow.
The increasing popularity and use of the Internet and other online services has led to and may lead to further adoption of new laws and regulatory practices in the U.S. or unauthorized disclosureforeign countries and to new interpretations of confidential information. If DeVry is unableexisting laws and regulations. These new laws and interpretations may relate to preventissues such security breaches, itsas online privacy, copyrights, trademarks and service marks, sales taxes, value-added taxes, withholding taxes, allocation and apportionment of income amongst various state, local and foreign jurisdictions, fair business practices and the requirement that online education institutions qualify to do business as foreign corporations or be licensed in one or more jurisdictions where they have no physical location or other presence. New laws, regulations or interpretations related to doing business over the Internet could increase our costs and materially and adversely affect our enrollments, which could have a material adverse effect on our business, financial condition, results of operations could be disrupted,and cash flows.
Natural disasters or DeVryother extraordinary events may suffer reputational damage and/or financial loss becausecause us to close some of lost or misappropriated information.
DeVry may experience business interruptions resulting from natural disasters, inclement weather, transit disruptions, or other events in one or more of the geographic areas in which it operates, particularly in the West Coast and Gulf States of the U.S. and in the Caribbean. These events could cause DeVry to close schools — temporarily or permanently — and could affect student recruiting opportunities in those locations, causing enrollment and revenues to decline.
DeVry’s ability to open new campuses, offer new programs, and add capacity is dependent on regulatory approvals and requires financial and human resources.
As part of its growth strategy, DeVry intends to open new campuses, offer new educational programs and add capacity to existing locations. Such actions require DeVry to obtain appropriate federal, state and accrediting agency approvals. In addition, adding new locations, programs and capacity may require significant financial investments and human resource capabilities. The failure to obtain appropriate approvals or not properly allocate financial and human capital would adversely impact DeVry’s future growth.
We may not be able to attract, retain and develop key employees necessary for our operations and the successful execution of our strategic plans.
DeVry may be unable to attract, retain and develop key employees with appropriate educational qualifications and experience. In addition, DeVry may be unable to effectively plan and prepare for changes in key employees. Such matters may cause DeVry to incur higher wage expense and/or provide less student support and customer service which could adversely affect enrollment, revenues and expense. A significant amount of our compensation for our key employees is tied to our financial performance. Recent financial results have resulted in lower compensation payments under our Management Incentive Plan and lower returns on grants under our Long Term Incentive Plan for many of our key employees, which may make it more difficult for DeVry to retain such employees. We may require new employees in order to execute some of our strategic plans. Uncertainty regarding our future financial performance may limit our ability to attract new employees with competitive compensation or increase our cost of recruiting and retaining such new employees.
DeVry may not be able to successfully identify, pursue or integrate acquisitions.
As part of its growth strategy, DeVry is actively considering acquisition opportunities in the U.S. and worldwide. DeVry has acquired and expects to acquire additional educational institutions that complement our strategic direction, some of which could be material.material to our operations. Any acquisition involves significant risks and uncertainties, including:
Inability to successfully integrate the acquired operations into our institutions and maintain uniform standards, controls, policies and procedures; and
Issues not discovered in our due diligence process, including commitments and/or contingencies.
The U.S. Treasury Department announced that it willmay seek legislative changes to federal tax laws governing the taxation of foreign earnings of U.S. based companies. DeVry’s effective income tax rate reflects benefits derived from operations outside the United States. Earnings of Ross University’sDeVry’s international operations are not subject to foreign or U.S. federal income taxes as described in Note 10, Income Taxes, to the Consolidated Financial Statements. If such federal tax laws were changed and some of Ross University’sDeVry’s international earnings were subject to federal income tax, or if certain of DeVry’s U.S. expenses were not deductible
for U.S. income tax purposes, DeVry’s effective income tax rate would increase and its earnings and cash flows would be adversely impacted.
DeVry may experience movements in foreign currency exchange rates which could adversely affect our operating results.
As DeVry expands internationally, DeVry will conduct more transactions in currencies other than the U.S. Dollar. Additionally, the volume of transactions in the various foreign currencies will continue to increase, thus increasing DeVry’s exposure to foreign currency exchange rate fluctuations. Fluctuations in foreign currency exchange rates could have a material adverse affecteffect on our business, financial condition, results of operations and cash flows.
Expansion into new international markets will subject DeVry to risks inherent in international operations.
As part of its growth strategy, DeVry has acquired and intends to acquire or establish additional educational operations outside of the United States. To the extent that DeVry expands internationally, DeVry will face risks that are inherent in international operations including:
Compliance with foreign regulatory environments;
Currency exchange rate fluctuations
Monetary policy risks, such as inflation, hyperinflation and deflation;
Price controls or restrictions on exchange of foreign currencies;
Political and economic instability in the countries in which DeVry operates;
Potential unionization of employees under local labor laws;
Multiple and possibly overlapping and conflicting tax laws;
Inability to repatriate cash balances; and
Compliance with United States regulations such as the Foreign Corrupt Practices Act.
DeVry’s goodwill and intangible assets could potentially be impaired if our business results and financial condition were materially and adversely impacted by the risks and uncertainties
At June 30, 2009,2012, intangible assets from business combinations totaled $203.2$285.2 million, and goodwill totaled $512.6$550.0 million. Together, these assets equaled approximately 50%45% of total assets as of such date. If DeVry’s business results and financial condition were materially and adversely impacted, then such goodwill and intangible assets could be impaired, requiring possible write-off of up to $203.2$285.2 million of intangible assets and up to $512.6$550.0 million of goodwill.
ITEMITEM 1B — UNRESOLVED STAFF COMMENTS
There are no unresolved SEC staff comments.
DEVRY UNIVERSITY
DeVry University is headquartered within DeVry’s home office in Downers Grove, Illinois. DeVry University campuses are large and modern buildings located in suburban communities or urban neighborhoods. They are easily accessible to major thoroughfares, have available parking areas, and many are served by public transportation. Each campus includes teaching facilities, admissions and administrative offices. Teaching facilities include classrooms, laboratories, libraries, bookstores and student lounges. Laboratories include computers and various telecommunications, electronic and biomedical equipment necessary to provide an appropriate environment for students’ development of the required technical skills for their programs of study. Computer laboratories include both stand-alone and networked PC-compatible workstations that support all curricular areas with numerous software packages offering a variety of business, engineering and scientific applications. Connections to the Internet are included through the computer laboratories as a part of the program curriculum.
DeVry University centers are established in convenient metropolitan locations in modern buildings. These teaching centers, which mostly range in size from approximately 3,000 to 25,000 square feet, include classrooms, computer labs with Internet access, reference materials, admissions and administrative offices. Teaching centers have an information center designed to enhance students’
success and support coursework requiring data and information beyond that provided in course texts and packets. The information centers include personal computers; all software required in courses; Internetwireless internet access; alternate texts; popular business periodicals; videos of selected courses; and access to numerous electronic data-bases.
As of June 30, 2009,2012, there were 9497 DeVry University locations, including both campuses and centers, in operation. These locations comprised approximately 2,781,0003,111,000 in total square feet, of which, approximately 1,847,0002,285,000 square feet were under lease and approximately 934,000826,000 square feet were owned. No campus that is owned by DeVry is subject to a mortgage or other indebtedness. DeVry plans to open three to fourone new DeVry University locationslocation in fiscal 2010.
MEDICAL AND HEALTHCARE
Ross University
The medical school’s basic science instructionalRoss University School of Medicine’s Foundations of Medicine facilities of approximately 175,000215,000 total square feet are located on an approximately 33 acre campus in the Caribbean country of Dominica, of which approximately 22 acres are occupied under lease.lease and 11 acres are owned. In addition to classrooms and auditoriums, educational facilities include a gross anatomy lab, a multi-purpose learning lab, library and learning resource centers, offices, bookstore, cafeteria and recreational space. Classrooms and laboratories are furnished with state of the art audio-visual equipment.
During the second quarter of fiscal year 2009, Ross University School of Medicine opened a new clinical center31,700 square foot leased location in Freeport, Grand Bahama,Bahama. Currently, Ross University School of Medicine and American University of the Caribbean School of Medicine offer a Medical Education Review program at the Freeport location.
The Ross began teaching courses at that center in January 2009. The students are being taught in temporary space in Grand Bahama with Ross’ new 60,000 – 80,000 square foot clinical center targeted to open sometime after 2011. Depending on the paceUniversity School of development, capital expenditures related to opening the clinical center, including land, buildings and equipment, are expected to be in the range of $35 - $60 million over the next several years.
American University of the Caribbean
American University of the Caribbean’s seven acre campus is located in the country of St. Maarten. The campus is owned and includes approximately 133,000 square feet of academic and student residence facilities. The construction of new academic and student- life buildings are currently under construction and are expected to be in service in January 2010.
DeVry Medical International, Inc., Ross University’s administrative services provider is co-located with a DeVry University facility in North Brunswick, New Jersey.
Chamberlain College of Nursing
Chamberlain’s home office is located in a 20,000 square foot leased facility in Lombard, Illinois, a Chicago suburb. Chamberlain currently operates eleven campuses of which eleven are co-located three campuses with DeVry University’sUniversity campuses. In addition, Chamberlain expects to open two new campuses in Columbus, Ohio; Addison, Illinois; and Phoenix, Arizona. In July 2009, Chamberlain began offering programs at its campus in Jacksonville, Florida, which is under lease.
Carrington
As of June 30, 2009,2012, there were 18 U.S. Educationten Carrington College campuses and nine Carrington College California campuses in operation. These locations comprisedcomprise approximately 599,000750,000 in total square feet, all of which wereare under lease. In addition, U.S. Educationthe parent organization of the Carrington Colleges leases office space in Mission Viejo, CA; Phoenix, AZ; and Sacramento, CA, for its administrative offices.
INTERNATIONAL, K-12 AND PROFESSIONAL EDUCATION
DeVry Brasil
DeVry Brasil currently operates nine campuses in the cities of Fortaleza, Salvador, Sao Lois and Recife Brazil. DeVry Brasil’s administrative functions are co-located with a campus in Fortaleza, which is an owned facility. These locations are comprised of approximately 898,000 total square feet, of which approximately 484,000 square feet are under lease and 414,000 square feet are owned.
Advanced Academics
Advanced Academics is headquartered in approximately 34,000 square feet of leased office space in Oklahoma City, Oklahoma. In addition, Advanced Academics leases 3 smaller offices of approximately 2,000 to 5,000 square feet each in Minneapolis, MN; Reno, NV and Tracy, CA, for its teaching faculty and student service staff.
Becker Professional Education
Becker Professional Education is headquartered atwithin DeVry’s administrativehome office in Oakbrook Terrace,Downers Grove, Illinois. In addition to this main administrative center, Becker leases approximately 8,30010,000 square feet of space in Southern California for staff devoted to curriculum and other development efforts. Becker also leases approximately 3,500 square feet of space in Melville, New York and Hong Kong for its eastern regional sales and administrative staff.
CPA review classes are conducted in leased facilities, fewer than ten of which are leased on a full-time basis. The remaining classes are conducted in facilities which are leased on an as-needed basis, allowing classes to be added, expanded, relocated or closed as current enrollments require. Becker classes are also offered at several DeVry University locations.
HOME OFFICE
DeVry’s home office space in Oklahoma City, Oklahoma. In addition, Advanced Academics leases 4 smaller offices of approximately 2,000 to 3,000 square feet each in Minneapolis, MN; Reno, NV; Yakima, WA and Tracy, CA, for its teaching faculty and student service staff.
In fiscal 2005,addition, DeVry purchasedowns two buildings comprising a 108,000total of 218,000 square foot buildingfeet in the Chicago suburbs of Naperville Illinois, a nearby location, to house its expanding online operations. In June 2008, DeVry purchased a 110,000 square foot building inand Wood Dale, Illinois, a Chicago suburb, for expansion of its growingIllinois. These facilities house DeVry’s online operations.
DeVry’s leased facilities are occupied under leases whose remaining terms range from one to 1415 years. A majority of these leases contain provisions giving DeVry the right to renew its lease for additional periods at various rental rates, though generally at rates higher than are currently being paid.
DeVry is subject to occasional lawsuits, administrative proceedings, regulatory reviews and investigations associated with financial assistance programs and other claimsmatters arising in the normal conduct of its business. The following is a description of pending litigation that may be considered other than ordinary and routine litigation that is incidental to the business.
The Boca Raton Firefighters’ and DeVry Inc. (collectively “DeVry”) in Los Angeles Superior Court, asserting various claims predicated upon DeVry’s alleged failure to comply with disclosure requirements under the California Education Code relating to the transferability of academic units. In addition to the alleged omission, Daghlian also claimed that DeVry made untrue or misleading statements to prospective students, in violation of the California Unfair Competition Law ("UCL") and the California False Advertising Law, ("FAL"). DeVry removed the action to the U.S. District Court for the Central District of California. In two Orders dated October 9, 2007, and December 31, 2007, the District Court entered judgment dismissing all of plaintiffs’ class and individual claims and awarded DeVry its cost of suit. The final judgment was entered on January 3, 2008. The plaintiffs appealed the dismissal to the U.S. Court of Appeals for the Ninth Circuit. On July 31, 2009, the Ninth Circuit dismissed the appeal as moot, citing the repeal of the statute on which all plaintiffs’ claims had been based.
On May 4, 2012, the Plaintiffs again amended their allegations in the Shareholder Case (the “Second Amended Complaint”). The Second Amended Complaint alleges a longer putative class period of October 27, 2007, to August 11, 2011, but narrows the scope of the alleged fraud significantly as compared to the previous two complaints. Plaintiffs now focus exclusively on DeVry’s practices for compensating student Admissions Advisors, alleging DeVry misled the market by failing to disclose that its compensation practices violated federal law and by making affirmative misrepresentations that DeVry complied with compensation regulations. On July 10, 2012, DeVry filed a Motion to Dismiss the Second Amended Complaint, which is awaiting Judge Grady’s consideration.
Three derivative cases similar to the Shareholder Case also have been filed (“Derivative Actions”). Two of the Derivative Actions were filed in the Circuit Court of Cook County, Illinois, Chancery Division: DeVry shareholder Timothy Hald filed a derivative complaint on behalf of DeVry on January 3, 2011 (Hald v. Hamburger et al., Case No. 11 CH 0087) and Matthew Green (also a DeVry shareholder) filed a derivative complaint on behalf of DeVry on January 7, 2011 (Green v. Hamburger et al., Case No. 11 CH 0770). TheHaldandGreencases (the “Consolidated Cases”) were consolidated by court order dated December 31, 2008. The allegationsFebruary 9, 2011. Maria Dotro,
another DeVry shareholder, filed a third derivative complaint on DeVry’s behalf in the first amended complaint relateDelaware Court of Chancery on March 11, 2011 (Dotro v. Hamburger et al., Case No. 6263). Both the Consolidated cases and theDotrocase have been stayed by agreement of the parties until certain matters are resolved or clarified with respect to whetherthe disposition of the Shareholder Case.
The Derivative Actions allege that Daniel Hamburger, Richard M. Gunst, David J. Pauldine, Sharon Thomas Parrott, Ronald L. Taylor, Lisa W. Pickrum, Darren R. Huston, David S. Brown, William T. Keevan, Fernando Ruiz, Harold T. Shapiro, Lyle Logan, Connie R. Curran, and Julia McGee breached their fiduciary duties to DeVry by failing to disclose the same allegedly abusive and fraudulent recruiting and financial aid lending practices alleged in the Shareholder Case. The Derivative Actions also allege that DeVry’s officers and directors unjustly enriched themselves and wasted DeVry’s assets by (i) causing DeVry to incur substantial costs in defending the Shareholder Case; (ii) causing DeVry to pay compensation plansand benefits to individuals who breached their fiduciary duties; (iii) causing potential losses from “certain of DeVry’s programs no longer being eligible for admission representatives violatedfederal financial aid;” and (iv) damaging DeVry’s corporate image and goodwill. DeVry and its executives and directors believe the Higher Education Actallegations contained in the Derivative Actions are without merit and intend to defend them vigorously.
Although DeVry believes that the Shareholder Case and the Department of Education regulations prohibiting an institution participating in Title IV programs from providing to any person or entity engaged in any student recruitment or admissions activity any commission, bonus or other incentive payment based directly or indirectly on success in securing enrollments. A number of similar lawsuits have been filed in recent years against educational institutions that receive Title IV funds. On January 26, 2009, DeVry filed a motion to dismissDerivative Actions are without merit, the first amended complaint entirely. On March 4, 2009, the District Court granted DeVry’s motion to dismiss, entering judgment and dismissing the case with prejudice. On March 16, 2009, Shultz appealed the dismissal to the Seventh Circuit Court of Appeals. On June 23, 2009, a settlement in principle was reached between DeVry and Ms. Shultz in connection with a court-sponsored mediation process whereby DeVry would stand by its consistently-held position denying any wrong doing and pay $4.9 million to finally resolve the matter, and avoid the cost and distraction of a potentially protracted appeals process. The settlement is conditioned upon obtaining approval of the Department of Justice and finalizing settlement terms that would release DeVry from other False Claims Act cases based upon the conduct covered by the settlement. DeVry and Ms. Shultz have submitted the settlement to the United States Department of Justice for its approval. Should the parties fail to conclude the settlement on the proposed or other terms, the appeal to the Seventh Circuit Court of Appeals will resume.
The name, age and current position of each executive officer of DeVry are:
Name, Age and Office | Business Experience | |||||
Daniel M. Hamburger President and Chief Executive Officer, DeVry Inc. | 48 | Mr. Hamburger joined DeVry in November 2002 as Executive Vice President with responsibility for DeVry’s online programs and Becker Professional Review division. In July 2004, Mr. Hamburger was appointed President and Chief Operating Officer of DeVry. Mr. Hamburger was appointed Chief Executive Officer in November 2006. | ||||
David J. Pauldine Executive Vice President, DeVry Inc. and President, DeVry University, Inc. | 55 | Mr. Pauldine joined DeVry in October 2005. In July 2006, he became President of DeVry University, Inc. Prior to joining DeVry, Mr. Pauldine was Executive Vice President at EDMC and President of The Art Institutes, a | ||||
William Hughson President, Medical and Healthcare Group | 48 | Mr. Hughson joined DeVry in September 2009 as President of the Medical and Healthcare group. Prior to joining DeVry, Mr. Hughson was promoted to Vice President of DaVita Inc. after holding several leadership positions from 2000 to 2009. DaVita Inc. is a leading provider of dialysis services in the United States. | ||||
Steven Riehs President, International, K-12 and Professional Education | 52 | Mr. Riehs joined DeVry in 2004 as Vice President and General Manager of all online operations, including enrollment growth, program development and student services. In October 2010, Mr. Riehs was promoted to President, International, K-12 and Professional Education, a new organizational structure within DeVry that includes DeVry Brasil, Advanced Academics and Becker Professional Education. | ||||
Dr. Andrew Jeon President, DeVry Medical International | 61 | Dr. Jeon joined DeVry in September 2011 as President of DeVry Medical International. Prior to joining DeVry, Dr. Jeon served as President and Chief Executive Officer of Partners Harvard Medical International since 1996. | ||||
Name, Age and Office | Business Experience | |||||
John P. Roselli President, | 48 | Mr. Roselli joined DeVry in May 2003 as its Director of Business Development and General Manager of Corporate Continuing Education. In 2006, Mr. Roselli was appointed Vice President, Business Development and Planning. Effective October | ||||
Susan Groenwald President, Chamberlain College of Nursing | 63 | Ms. Groenwald joined DeVry in January 2006 as President of | ||||
Christopher J. Caywood President, Online Services | 51 | Mr. Caywood joined DeVry in January 2011 as President of DeVry’s Online Services. Prior to joining DeVry, Mr. Caywood served with Kaplan University Group from 2006 through 2010 where his last position was President of | ||||
Robert Paul President, Carrington Colleges Group, Inc. | 44 | Mr. Paul joined DeVry in July 2007 as Vice President of Metro Operations at DeVry University. On July 1, 2011, Mr. Paul was promoted to President, Carrington Colleges Group, Inc. Prior to joining DeVry, Mr. Paul served in | ||||
Timothy J. Wiggins Senior Vice President, Chief Financial Officer and Treasurer, DeVry Inc. | 56 | Mr. | ||||
Sharon Thomas Parrott Senior Vice President, | ||||||
Compliance Officer, DeVry Inc. | 62 | Ms. Thomas Parrott joined DeVry in 1982 after several years as an officer in the U.S. Department of Education’s Office of Student Financial Assistance. She served DeVry in several student finance positions and later assumed responsibility for corporate communications and government and public relations. In her current position, she is responsible for implementing and maintaining DeVry’s | ||||
Gregory S. Davis Senior Vice President, General Counsel and DeVry Inc. | 50 | Mr. Davis joined DeVry in July 2007 as Vice President, General Counsel and | ||||
Donna N. Jennings Senior Vice President, Human Resources, DeVry Inc. | 50 | Ms. Jennings joined DeVry in October 2006 as Vice President of Human Resources. Prior to joining DeVry, Ms. Jennings was Vice President, Human Resources and Communications, of Velsicol Chemical Corporation, a global chemical products manufacturer, from 1994 to 2006. | ||||
Name, Age and Office | Business Experience |
Eric P. Dirst Senior Vice President, Chief Information Officer, DeVry Inc. | 45 | Mr. Dirst joined DeVry in May 2008 as Vice President and Chief Information Officer. Prior to joining the Company, Mr. Dirst was the Chief Information Officer at SIRVA, a relocation and moving service provider, from 2000 to 2008. | ||
Patrick J. Unzicker Vice President, Finance and Chief Accounting Officer, DeVry Inc. | 41 | |||
Mr. Unzicker joined DeVry in March 2006 as its Controller. In March 2012, Mr. Unzicker was appointed Vice President, Finance and Chief Accounting Officer. Prior to joining DeVry, Mr. Unzicker was Vice President — Controller at Whitehall Jewellers, Inc., a mall-based retail jeweler, from July 2003 to March 2006. | ||||
ITEM 5 –— MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
(a) Market Information
DeVry’s common stock is listed on the New York Stock Exchange and the Chicago Stock Exchange under the symbol “DV.” The stock transfer agent and registrar is Computershare Investor Services, L.L.C.
The following table sets forth the high and low sales price and dividends paid per share of common stock by quarter for the past two years.
| Fiscal 2009 | Fiscal 2008 | |||||||||||||||||||||||
Dividends Paid | High | Low | Dividends Paid | High | Low | |||||||||||||||||||
First Quarter | $ | 0.06 | $ | 59.79 | $ | 47.06 | $ | 0.05 | $ | 38.42 | $ | 31.70 | ||||||||||||
Second Quarter | - | 60.50 | 40.67 | - | 59.97 | 36.79 | ||||||||||||||||||
Third Quarter | 0.08 | 64.69 | 40.50 | 0.06 | 61.25 | 39.25 | ||||||||||||||||||
Fourth Quarter | - | 51.00 | 38.19 | - | 61.57 | 41.85 | ||||||||||||||||||
| Dividends | Fiscal 2012 | Dividends | Fiscal 2011 | |||||||||||||||||||||
| Paid | High | Low | Paid | High | Low | |||||||||||||||||||
First Quarter | $ | 0.12 | $ | 66.85 | $ | 35.03 | $ | 0.10 | $ | 59.53 | $ | 36.34 | ||||||||||||
Second Quarter | — | 43.01 | 32.73 | — | 51.20 | 40.58 | ||||||||||||||||||
Third Quarter | 0.15 | 42.37 | 33.85 | 0.12 | 56.25 | 40.25 | ||||||||||||||||||
Fourth Quarter | — | 34.68 | 26.13 | — | 62.31 | 47.77 | ||||||||||||||||||
(b) Approximate Number of Security Holders
There were 495581 holders of record of DeVry’s common stock as of August 1, 2009.2012. The number of holders of record does not include beneficial owners of its securities whose shares are held by various brokerage firms, other financial institutions, DeVry’s 401(k) and profit sharing plan and its employee stock purchase plan. DeVry believes that there are more than 10,000 beneficial holders of its common stock including employees who own stock through the exercise of stock options, who own stock through participation in the employee stock purchase plan or who own stock through their investment election in DeVry’s 401(k) and profit sharing plan.
DeVry is a holding company and, as such, is dependent on the earnings of its subsidiaries for funds to pay cash dividends. Cash flow from DeVry’s subsidiaries may be restricted by law andlaw. Cash flow is also subject to some restrictions by covenants in the subsidiaries’DeVry’s debt agreements,agreement, including maintaining consolidated net worth, fixed charge coverage and leverage at or above specified levels. DeVry generated sufficient cash flow in fiscal 20092012 to fund its current operations, reinvest in capital equipment as appropriate reduce outstanding debt and remain in full compliance with the covenants in its debt agreements.agreement. In May 2009,2012, the Board of Directors declared a dividend of $0.08$0.15 per share of common stock, paid in July 2009. DeVry's2012. DeVry’s Board of Directors stated its intent to declare dividends on a semi-annual basis, resulting in an annual dividend rate of $0.16$0.30 per share. There is no guarantee that dividends will be declared in the future, and payment of dividends will be at the discretion of the Board of Directors and will be dependent on projections of future earnings, cash flow, financial requirements of DeVry and other factors as the board of directors deems relevant. See Note 56 to the Consolidated Financial Statements for historical dividend declaration information.
Issuer Purchases of Equity Securities
Period | Total Number of Shares Purchased | Average Price Paid per Share | Total Number of Shares Purchased as part of Publicly Announced Plans or Programs1 | Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs1 | ||||||||||||
| April 2009 | 142,900 | $ | 44.11 | 142,900 | $ | 27,991,312 | ||||||||||
| May 2009 | 147,050 | 43.36 | 147,050 | 21,614,533 | ||||||||||||
| June 2009 | 112,800 | 46.97 | 112,800 | 16,315,867 | ||||||||||||
| Total | 402,750 | $ | 44.64 | 402,750 | $ | 16,315,867 | ||||||||||
Period | Total Number of Shares Purchased | Average Price Paid per Share | Total Number of Shares Purchased as part of Publically Announced Plans or Programs(1) | Approximate Dollar Value of Share that May yet be Purchased Under the Plans or Programs(1) | ||||||||||||
April 2012 | 359,900 | $ | 32.22 | 359,900 | $ | 55,936,945 | ||||||||||
May 2012 | 395,700 | $ | 29.71 | 395,700 | $ | 44,181,889 | ||||||||||
June 2012 | 377,604 | $ | 28.02 | 377,604 | $ | 33,601,048 | ||||||||||
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Total | 1,133,204 | $ | 29.94 | 1,133,204 | $ | 33,601,048 | ||||||||||
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| (1) | On November 2, 2011, the Board of Directors authorized a share repurchase program to buy back up to $100 million of DeVry common stock through December 31, 2013. The total remaining authorization under the repurchase program was $33,601,048 as of June 30, 2012. |
1On May 13, 2008, the Board of Directors authorized a share repurchase program to buyback up to $50 million of DeVry common stock through December 31, 2010. The total remaining authorization under the repurchase program was $16,315,867 as of June 30, 2009.
Period | Total Number of Shares Purchased(2) | Average Price Paid per Share | Total Number of Shares Purchased as part of Publically Announced Plans or Programs | Approximate Dollar Value of Share that May yet be Purchased Under the Plans or Programs | ||||||||||||
April 2012 | 224 | $ | 32.11 | NA | NA | |||||||||||
May 2012 | 581 | $ | 28.79 | NA | NA | |||||||||||
June 2012 | 364 | $ | 26.66 | NA | NA | |||||||||||
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Total | 1,169 | $ | 28.76 | NA | NA | |||||||||||
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| (2) | Represents shares delivered back to the issuer for payment of withholding taxes from employees for vesting restricted shares pursuant to the terms of DeVry’s stock incentive plans. |
The following graph and chart compare the total cumulative return (assuming dividend reinvestment) on DeVry’s Common Stock during the period from June 30, 2004,2007, through June 30, 2009,2012, with the cumulative return on the NYSE Stock Market Index (U.S. Companies), and twoan industry group indices.
COMPARISON OF CUMULATIVE TOTAL RETURN SINCE JUNE 30, 2004
AMONG DEVRY INC., NYSE MARKET INDEX, AND INDUSTRY GROUP INDEX
| June 30 | ||||||||||||||||||||||||
| 2004 | 2005 | 2006 | 2007 | 2008 | 2009 | |||||||||||||||||||
| DeVry Inc. | 100.0 | 72.6 | 80.1 | 124.1 | 195.8 | 183.2 | ||||||||||||||||||
| NYSE Market Index - U.S. Companies | 100.0 | 106.5 | 121.6 | 145.8 | 127.8 | 90.1 | ||||||||||||||||||
| Industry Group Index (1) | 100.0 | 86.6 | 75.0 | 59.5 | 74.2 | 57.8 | ||||||||||||||||||
| June 30 | ||||||||||||||||||||||||
| 2007 | 2008 | 2009 | 2010 | 2011 | 2012 | |||||||||||||||||||
DeVry Inc. | 100.0 | 158.0 | 147.9 | 155.7 | 176.2 | 93.1 | ||||||||||||||||||
NYSE Market Index — U.S. Companies | 100.0 | 87.7 | 61.8 | 69.4 | 78.0 | 75.2 | ||||||||||||||||||
Industry Group Index(1) | 100.0 | 78.0 | 109.3 | 83.7 | 71.7 | 53.4 | ||||||||||||||||||
Data for this graph was preparedwere provided by Zacks Investment Research.
Assumes $100 was invested on June 30, 20042007 in DeVry Inc. Common Stock, the NYSE Stock Market Index (U.S. Companies), and the Industry Group(1), and that all dividends were reinvested.
| (1) | The Industry Group consists of the following companies selected on the basis of similarity in nature of their business: Apollo Group, Inc., Capella Education Co., Career Education Corp., Corinthian Colleges, Inc., ITT Educational Services, Inc., Lincoln Educational Services, Strayer Education, Inc., and Universal Technical Institute. DeVry believes that, including itself, these companies represent the majority of the market value of publicly traded companies whose primary business is education. |
Selected financial data for DeVry for the last five years are included in the exhibit, “Five-Year Summary — Operating, Financial and Other Data”, on page 109115 of this report.
ITEM ITEM 7 — MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIALCONDITION AND RESULTS OF OPERATIONS
The following discussion of DeVry’s results of operations and financial condition should be read in conjunction with the consolidated financial statements and the notes thereto appearing elsewhere in this report.
OVERVIEW
DeVry’s continued focus on student academic outcomes and execution of its growth and diversification strategy produced solid financial results for fiscal year 20092012 reflect the continued revenue deceleration within DeVry University, Carrington College and Carrington College California, which resulted in a challenging economic environment. Financialdecline in earnings as compared to the prior year. Management is very focused on improving DeVry’s performance by implementing initiatives that are intended to more closely align its cost structure with student enrollment levels; improve the effectiveness of its student recruiting efforts; and operationalmake targeted investments to drive future growth, particularly within the Medical and Healthcare segment. Operational and financial highlights for the year include:
The continued economic downturn, persistent unemployment and heightened competition have resulted in declining student enrollments at DeVry University, Carrington College and Carrington College California.
During the year, management recorded non-cash impairment charges related to the write-down of identified intangible assets and goodwill at Carrington in the amount of $75.0 million and at Advanced Academics in the amount of $19.4 million.
During the fourth quarter of fiscal year 2009 include:2012, DeVry recorded a restructuring charge of approximately $7.1 million primarily related to workforce reductions to align its cost structure with enrollments primarily at DeVry University and Carrington Colleges. During fiscal year 2013, DeVry expects to realize expense reductions of $50 million primarily within these educational institutions.
Chamberlain College of Nursing (“Chamberlain”) began offering nursing programs at its new campuses in Miramar, Florida in July 2011, and Indianapolis, Indiana in March 2012. In addition, in May 2012, Chamberlain began teaching courses at its new campus in Cleveland, Ohio.
Chamberlain received approval from the Illinois Board of Higher Education for its doctorate of nursing practitioner program. Also, Chamberlain received approval from the Illinois Board of Higher Education for a Master’s of Science in Nursing program in Healthcare Policy.
DeVry continued to execute on its diversification strategy and completed the acquisition of the American University of the Caribbean School of Medicine in August 2011. In February 2012, DeVry acquired Faculdade Boa Viagem (FBV). The acquisition was another step in the process of expanding DeVry Brasil’s presence in the northeast area of the country. In May 2012, DeVry’s Becker Professional Education acquired Falcon Physician Falcon Physician Reviews, which offers comprehensive review programs for medical students preparing for the United States Medical Licensing Examination (USMLE) and the Comprehensive Osteopathic Medical Licensing Examination (COMLEX).
The American Institute of Certified Public Accountants released its 2011 Elijah Watt Sells award winners, honoring the candidates with the highest scores on the CPA exam. There were 37 winners, and 31 of them prepared for the exam using Becker’s industry-leading CPA review materials.
DeVry was named an official education partner to the United States Olympic Committee. DeVry University and its Keller Graduate School of Management are providing higher education opportunities at undergraduate and graduate levels, including scholarships and a dedicated DeVry staff, for U.S. Olympic and Paralympic athletes and hopefuls through 2016.
DeVry completed its sixth share repurchase program during fiscal year 2012. In December 2011, DeVry began repurchasing shares of its common stock under its seventh share repurchase program, which was approved by its Board of Directors in November 2011. During fiscal year 2012, DeVry repurchased approximately 4,258,000 shares of its common stock at an average cost of $37.13 per share.
DeVry’s financial position remained strong generating $277.4 million of operating cash flow during fiscal year 2012. As of June 30, 2012, cash and marketable securities balances totaled $176.7 million with no debt outstanding.
USE OF NON-GAAP FINANCIAL INFORMATION AND SUPPLEMENTAL RECONCILIATION SCHEDULE
During fiscal year 2012, DeVry recorded impairment charges related to the financial statements, DeVry executed certain real estate transactions in fiscal years 2007, 2008its Carrington Colleges Group reporting unit and 2009, which resulted in significant lease termination charges and, losses and gains on the sales of facilities. As discussed in Note 9,its Advanced Academics reporting unit. In addition, DeVry recorded a restructuring charge for certainprimarily related to workforce reductions in fiscal year 2007. Also, as discussed in Note 14,to align its cost structure with enrollments at DeVry University and Carrington Colleges. DeVry also recorded a litigation settlement reserve in fiscal year 2009.gain from the sale of Becker’s Stalla CFA review operations. The following table illustrates the effects of the real estate transactions, separation plan severanceimpairment charges, restructuring charge and litigation settlement reservegain on the sale of assets on DeVry’s earnings. Management believes that the non-GAAP disclosure of net income and earnings per share excluding these discrete items provides investors with useful supplemental information regarding the underlying business trends and performance of DeVry’s ongoing operations and areis useful for period-over-period comparisons of such operations given the discrete nature of the real estate transactions, separation plan severanceimpairment and litigation settlement reserve.restructuring charges and gain on the sale of assets. DeVry uses these supplemental financial measures internally in its management and budgeting process. However, thethese non-GAAP financial measures should be viewed in addition to, and not as a substitute for, DeVry’s reported results prepared in accordance with GAAP. The following table reconciles these itemsnon-GAAP measures to the relevantmost directly comparable GAAP information (in thousands, except per share data):
| Fiscal Year | ||||||||||||
| 2012 | 2011 | 2010 | ||||||||||
Net Income | $ | 141,565 | $ | 330,403 | $ | 279,909 | ||||||
Earnings per Share (diluted) | $ | 2.09 | $ | 4.68 | $ | 3.87 | ||||||
Impairment Charges (net of tax) | $ | 74,184 | $ | — | $ | — | ||||||
Effect on Earnings per Share (diluted) | $ | 1.10 | $ | — | $ | — | ||||||
Restructuring Expenses (net of tax) | $ | 4,334 | $ | — | $ | — | ||||||
Effect on Earnings per Share (diluted) | $ | 0.06 | $ | — | $ | — | ||||||
Gain on Sale of Assets (net of tax) | $ | (2,216 | ) | $ | — | $ | — | |||||
Effect on Earnings per Share (diluted) | $ | (0.03 | ) | $ | — | $ | — | |||||
Net Income Excluding the Impairment Charges, Restructuring Charges and Gain on Sale of Assets (net of tax) | $ | 217,867 | $ | 330,403 | $ | 279,909 | ||||||
Earnings per Share Excluding the Impairment Charges, Restructuring Charges and Gain on Sale of Assets (net of tax) | $ | 3.22 | $ | 4.68 | $ | 3.87 | ||||||
| Fiscal Year | ||||||||||||
| 2009 | 2008 | 2007 | ||||||||||
| Net Income | $ | 165,613 | $ | 125,532 | $ | 76,188 | ||||||
| Earnings per Share (diluted) | $ | 2.28 | $ | 1.73 | $ | 1.07 | ||||||
| Separation Plan Severance (net of tax) | -- | -- | $ | 3,807 | ||||||||
| Effect on Earnings per Share (diluted) | -- | -- | $ | 0.05 | ||||||||
| Loss(Gain) on Real Estate Transactions (net of tax) | $ | 2,543 | $ | 2,279 | $ | (12,672 | ) | |||||
| Effect on Earnings per Share (diluted) | $ | 0.03 | $ | 0.03 | $ | (0.18 | ) | |||||
| Litigation Settlement Reserve (net of tax) | $ | 3,131 | -- | -- | ||||||||
| Effect on Earnings per Share (diluted) | $ | 0.05 | -- | -- | ||||||||
| Net Income Excluding the Loss(Gain) on Real Estate Transactions, Separation Plan Severance and Litigation Settlement Reserve (net of tax) | $ | 171,287 | $ | 127,811 | $ | 67,323 | ||||||
| Earnings per Share Excluding the Loss(Gain) on Real Estate Transactions, Separation Plan Severance and Litigation Settlement Reserve (diluted) | $ | 2.36 | $ | 1.77 | $ | 0.94 | ||||||
The following table presents information with respect to the relative size to revenue of each item in the Consolidated Statements of Income for the current and prior two fiscal years. PercentsPercentages may not add because of rounding.
| Fiscal Year | ||||||||||||
| 2009 | 2008 | 2007 | ||||||||||
| Revenue | 100.0 | % | 100.0 | % | 100.0 | % | ||||||
| Cost of Educational Services | 45.8 | % | 46.1 | % | 52.1 | % | ||||||
| Separation Plan Severance | -- | -- | 0.7 | % | ||||||||
| Loss (Gain) on Sale of Assets | 0.3 | % | 0.3 | % | (2.2 | %) | ||||||
| Litigation Settlement Reserve | 0.3 | % | -- | -- | ||||||||
| Student Services & Administrative Expense | 37.5 | % | 38.7 | % | 38.5 | % | ||||||
| Total Operating Expenses | 83.9 | % | 85.1 | % | 89.0 | % | ||||||
| Operating Income | 16.1 | % | 14.9 | % | 11.0 | % | ||||||
| Interest Income | 0.4 | % | 1.0 | % | 0.8 | % | ||||||
| Interest Expense | (0.2 | %) | (0.1 | %) | (0.5 | %) | ||||||
| Net Investment Gain | 0.0 | % | -- | -- | ||||||||
| Net Interest and Other Income (Expense) | 0.2 | % | 0.9 | % | 0.3 | % | ||||||
| Income Before Minority Interest and Income Taxes | 16.2 | % | 15.8 | % | 11.2 | % | ||||||
| Minority Interest | 0.0 | % | -- | -- | ||||||||
| Income Tax Provision | 4.9 | % | 4.3 | % | 3.1 | % | ||||||
| Net Income | 11.3 | % | 11.5 | % | 8.2 | % | ||||||
| Fiscal Year | ||||||||||||
| 2012 | 2011 | 2010 | ||||||||||
Revenues | 100.0 | % | 100.0 | % | 100.0 | % | ||||||
Cost of Educational Services | 46.7 | % | 42.4 | % | 43.1 | % | ||||||
Student Services and Administrative Expense | 38.7 | % | 34.9 | % | 35.4 | % | ||||||
Impairment Charges | 4.5 | % | 0.0 | % | 0.0 | % | ||||||
Restructuring Charges | 0.3 | % | 0.0 | % | 0.0 | % | ||||||
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Total Operating Costs and Expense | 90.2 | % | 77.3 | % | 78.5 | % | ||||||
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Operating Income | 9.8 | % | 22.6 | % | 21.5 | % | ||||||
Interest Income | 0.0 | % | 0.1 | % | 0.1 | % | ||||||
Interest Expense | (0.1 | %) | (0.1 | %) | (0.1 | %) | ||||||
Net Gain on Sale of Assets | 0.2 | % | 0.0 | % | 0.0 | % | ||||||
Net Investment Gain | 0.0 | % | 0.0 | % | 0.1 | % | ||||||
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Net Interest and Other Income (Expense) | 0.1 | % | 0.0 | % | 0.1 | % | ||||||
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Income Before Minority Interest and Income Taxes | 9.9 | % | 22.7 | % | 21.5 | % | ||||||
Income Tax Provision | 3.1 | % | 7.5 | % | 6.9 | % | ||||||
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Net Income | 6.8 | % | 15.2 | % | 14.6 | % | ||||||
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REVENUES
Total consolidated revenues for fiscal 2009year 2012 of $1,461.5$2,089.8 million increased $369.6decreased $92.6 million, or 33.9%4.2%, as compared to last year. Revenues increased at all fourdecreased within DeVry’s Business, Technology and Management segment as a result of a decline in student enrollments and an increase in scholarships due to the challenging economic environment, persistent unemployment and heightened competition. This decrease was partially offset by revenue increases within DeVry’s businessMedical and Healthcare and International, K-12 and Professional Education segments as a result of continued growth in total student enrollments, improved student retention and tuition price increases. In addition, U.S. Education,AUC, which was acquired on September 18, 2008,August 3, 2011, and Fanor,FBV, which was acquired on April 1, 2009,February 29, 2012 contributed ato offsetting the revenue decline during fiscal year 2012.
Management expects that total of $150.7 million of revenue growthrevenues will be slightly down for fiscal year 2013 as compared to fiscal year 2012, driven largely by the impact from declines in new student enrollments within DeVry University and Carrington experienced in fiscal year 2009. The2012, partially offset by anticipated revenue growth ratewithin DeVry’s other educational institutions. Management believes that fiscal years 2014 through 2016 will represent a period of recovery and growth for Becker Professional Education slowed significantly during fiscal year 2009 due to the economic downturn.
Business, Technology and Management
During fiscal year 2009,2012, Business, Technology and Management segment revenues increased by 18.8%decreased 10.7% to $989.5$1,303.6 million as compared to fiscal year 2008 driven primarily by strong enrollment growth.the year-ago period as a result of a decline in undergraduate student enrollments and an increase in scholarships due to the challenging economic environment, persistent unemployment and heightened competition. The Business, Technology and Management segment is comprised solely of DeVry University. The two principal factors that influence revenues areKey trends in enrollment and tuition rates. Key trends in these two componentspricing are set forth below.
Undergraduate new student enrollment by term:
Decreased by 33.8% from July 2010 (13,627 students) to July 2011 (9,026 students);
Decreased by 28.4% from September 2010 (10,060 students) to September 2011 (7,200 students);
Decreased by 19.8% from November 2010 (8,092 students) to November 2011 (6,488 students);
Decreased by 22.5% from January 2011 (7,217 students) to January 2012 (5,593 students);
Decreased by 17.3% from March 2011 (7,898 students) to March 2012 (6,533 students): and
Decreased by 14.3% from May 2011 (6,690 students) to May 2012 (5,730 students).
Undergraduate total |
Decreased by 6.5% from July 2010 (64,155 students) to July 2011 (59,966 students);
Decreased by 9.9% from September 2010 (73,153 students) to September 2011 (65,933 students);
Decreased by 13.3% from November 2010 (69,307 students) to November 2011 (60,103 students);
Decreased by 14.9% from January 2011 (73,339 students) to January 2012 (62,435 students);
Decreased by 15.5% from March 2011 (67,374 students) to March 2012 (56,958 students): and
Decreased by 14.7% from May 2011 (70,393 students) to May 2012 (60,044 students).
Graduate coursetaker enrollment, including the Keller Graduate School of Management:
The term “coursetaker” refers to the number of courses taken by a student. Thus, one student taking two courses is counted as two coursetakers.
Increased by 1.9% from the July 2010 session (21,165 coursetakers) to the July 2011 session (21,576 coursetakers);
Increased by 2.3% from the September 2010 session (23,389 coursetakers) to the September 2011 session (23,937 coursetakers);
Increased by 0.3% from the November 2010 session (23,199 coursetakers) to the November 2011 session (23,264 coursetakers);
Decreased by 3.0% from the January 2011 session (24,784 coursetakers) to the January 2012 session (24,029 coursetakers);
Decreased by 4.3% from the March 2011 session (24,406 coursetakers) to the March 2012 session (23,366 coursetakers); and
Decreased by 4.5% from the May 2011 session (23,802 coursetakers) to the May 2012 session (22,732 coursetakers).
Effective with the increased undergraduate student enrollments were most significantly impacted by DeVry’s strong track record of high-quality education and career outcomes, improved marketing and recruiting efforts, continued strong demand forsummer 2011 term, DeVry University’s online programsU.S. undergraduate tuition is $597 per credit hour for students enrolling in 1 to 11 credit hours. Tuition is $360 per credit hour for each credit hour in excess of 11 credit hours. These tuition rates represent an increase of approximately 2.9% as compared to the summer 2010 term. These amounts do not include the cost of books, supplies, transportation and a heightened focus onliving expenses.
Effective with the retention of existing students. Management believes efforts to enhance theJuly 2011 session, Keller Graduate School of Management brand awareness through improved messaging have produced positive graduate enrollment results.program tuition per course is $2,255. This represents an expected weighted average increase of 2.8% compared to the year-ago session.
Management believes the decreases in enrollments were driven primarily by the negative impact on student decision making of the prolonged economic downturn and persistent unemployment, resulting in a reduction in interest from potential students. In addition, management believes the recent distraction of DeVry University employees associated with the implementation of new regulations in July 2011, along with heightened competition also contributed to the decreases in DeVry University undergraduate enrollments.
To address these issues, DeVry University is enhancing the effectiveness of its recruiting efforts. During the third quarter, DeVry University provided additional training to its admissions advisors on revisions that were made to their performance management system stemming from the implementation of new regulations in July 2011. It is also making investments to enhance the strength of its brand, improve customer service and increase awareness among potential students through new and innovative advertising campaigns. DeVry University is also making targeted investments in new programs to drive future growth. In addition, management made the decision to invest more heavily in scholarships and grants to help DeVry University’s students achieve their academic goals. This decision was made in order to assist our students in difficult economic downturn hastimes and in reaction to recent changes to the Pell grant program that now provides students with funds for two semesters per year, rather than three. Since students were not going to be receiving the funds they previously had a small, but positive, impact on enrollments, as individuals have returnedunder the Pell program, management made the decision to post-secondary education for job re-tooling. Also contributingutilize DeVry’s financial flexibility to higher total revenuesoffer scholarships to support those students. DeVry granted approximately $5 million in additional scholarships in the DeVry University segment was an increase in Other Educational Revenues from salesfourth quarter of educational materials.
Medical and Healthcare
Medical and Healthcare segment revenues increased 113.6%9.6% to $362.7$612.0 million in fiscal year 20092012 as compared to the prior year. U.S. Education, which was acquired on September 18, 2008, contributed $141.7 of revenue growth in fiscal year 2009. Excluding the impact of the acquisition, fiscal year 2009 segment revenues grew 30.1% over the prior year. In addition, increases inHigher total student enrollments and tuition rates at both Ross University and Chamberlain College of Nursing (“Chamberlain”) alsoand DeVry Medical International were the key drivers of the segment revenue growth, which more than offset a decline in total student enrollments at Carrington Colleges Group (“Carrington”). In addition, AUC, which was acquired on August 3, 2011, contributed to the revenue growth in the segment revenue growth.during the current year periods. Key trends for DeVry Medical International (which is composed of Ross University Schools of Medicine and Veterinary Medicine and American University of the Caribbean School of Medicine), Chamberlain and U.S. EducationCarrington are set forth below.
DeVry Medical International new student enrollment by term:
Increased by 22.9% from September 2010 (694 students) to September 2011 (853 students); and
Decreased by 20.5% from January 2011 (756 students) to January 2012 (601 students); and
Increased by 13.6% from May 2011 (566 students) to May 2012 (643 students).
Increased by 6.3% from September 2010 (5,723 students) to September 2011 (6,082 students);
Increased by 1.0% from January 2011 (5,965 students) to January 2012 (6,024 students); and
Increased by 1.0% from May 2011 (5,885 students) to May 2012 (5,944 students).
AUC’s new student enrollment for the September 2011 and 2010 terms were 192 students and 204 students, respectively. AUC’s total student enrollment for the September 2011 and 2010 terms were 1,226 students and 1,156 students, respectively.
AUC’s new student enrollment for the January 2012 and 2011 terms were 87 students and 114 students, respectively. AUC’s total student enrollment for the January 2012 and 2011 terms were 1,184 students and 1,155 students, respectively.
Chamberlain College of Nursing new student enrollment by term:
Increased by 10.7% from July 2010 (1,555 students) to July 2011 (1,721 students);
Decreased by 6.0% from September 2010 (1,133 students) to September 2011 (1,065 students);
Increased by 4.2% from November 2010 (1,793 students) to November 2011 (1,868 students); Decreased by 3.6% from January 2011 (1,171 students) to January 2012 (1,129 students); Increased by 6.1% from March 2011 (1,697 students) to March 2012 (1,801 students) and Decreased by 0.8% from May 2011 (1,092 students) to May 2012 (1,083 students). Chamberlain College of Nursing total student |
Increased by 39.5% from July 2010 (6,732 students) to July 2011 (9,392 students);
Increased by 32.2% from September 2010 (7,587 students) to September 2011 (10,039 students);
Increased by 26.5% from November 2010 (8,396 students) to November 2011 (10,619 students);
Increased by 20.4% from January 2011 (9,044 students) to January 2012 (10,888 students);
Increased by 19.9% from March 2011 (9,440 students) to March 2012 (11,321 students) and
Increased by 15.7% from May 2011 (9,690 students) to May 2012 (11,214 students).
Carrington new student enrollment by term:
Decreased by 33.6% from July 2010 (4,291 students) to July 2011 (2,850 students);
Decreased by 33.0% from November 2010 (4,595 students) to November 2011 (3,080 students); and
Decreased by 30.9% from March 2011 (3,261 students) to March 2012 (2,254 students).
Carrington total student enrollment by term:
Decreased by 25.6% from July 2010 (11,234 students) to July 2011 (8,363 students);
Decreased by 28.4% from November 2010 (10,942 students) to November 2011 (7,839 students); and
Decreased by 28.4% from March 2011 (10,206 students) to March 2012 (7,309 students).
Tuition rates:
Effective September 2011, tuition and fees for the beginning basic sciences portion of Contents
Effective September 2011, tuition and fees for the beginning basic sciences and final clinical rotation portions of AUC’s medical program are $16,900 and $18,900, respectively, per semester.
Effective July 2011, tuition is $650 per credit hour for students enrolled in the Chamberlain BSN (onsite), ADN and LPN-to-RN programs. Students enrolled on a full-time basis (between 12 and 17 credit hours) are charged a flat tuition amount of $7,800 per semester. This represents an increase from July 2010 rates of approximately 4.8%. These amounts do not include the cost of books, supplies, transportation and living expenses.
Effective July 2011, tuition is $590 per credit hour for students enrolled in the Chamberlain RN-to-BSN online degree program. This tuition rate represents an increase from July 2010 tuition rate of approximately 2.6%. Tuition for students enrolled in the online MSN program is $650 per credit hour, which is unchanged from the prior year.
Effective July 2011, on a per credit hour basis, tuition for Carrington College and Carrington College California programs ranges from $254 per credit hour to $1,651 per credit hour for non-general education courses, 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. Student tuition is reduced accordingly for any incoming academic credits that are applicable. Students are charged a non-refundable registration fee ranging from $95 to $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, depending on the program, is charged at Carrington College as well. Total program tuition ranges from approximately $12,000 for certificate programs to over $60,000 for some advanced programs.
Continued demand for medical doctors and veterinarians positively influenced career decisions of new students towards these respective fields of study. Management believes that the increasing enrollmentshistorical enrollment increases at Ross University for the past several termsDeVry Medical International resulted from the solidstrong reputation of its academic programs and student outcomes, enhancements made to its marketing and recruiting functions, as well as steps taken to meet increasing student demand such as adding faculty classrooms, and aclassrooms.
Excluding the impact of the AUC acquisition, new student centerenrollment for the September 2011 semester increased 34.9%, as compared to the prior year semester, overlapping a 26.4% decrease in the new student growth rate in the prior year. Excluding the impact of the AUC acquisition, new student enrollment for the January 2012 semester decreased 19.9%, as compared to the prior year semester, as a result of capacity constraints at the Ross University School of Medicine campus in Dominica. Ross continues to invest in its Dominica facilities, programs and gymnasium.
The increasedecreases in new student enrollments in the September 2011, January 2012 and May 2012 terms at Chamberlain were driven by increased competition for its online RN to BSN program. Chamberlain also faced tough year over year comparisons, with a 42% new student enrollment growth in November 2010. Chamberlain’s onsite pre-licensure programs continued to grow as did new student enrollments in its master’s degree programs. Total student enrollment growth at Chamberlain was the result of ongoing investments in new programs and locations, including the addition of three new locations (Houston in March 2011; Miramar, Florida, in July 2011; and Indianapolis in March 2012), along with organic growth at existing locations.
Management believes the decline in student enrollments at Chamberlain was attributableCarrington is the result of the impact of the prolonged economic downturn and persistent unemployment, which has resulted in reductions in the volume of inquiries from potential students. To address these issues, Carrington continues to execute a turnaround plan, which includes increasing its growing RN-to-BSN online completion programfocus on building Carrington’s brand awareness, optimizing its marketing approach to emphasize the development of internally-generated inquiries, and the openingimproving its recruiting process through its new student contact center. As part of its Addison, Illinois, and Phoenix, Arizona, campuses in March 2008. These locations are co-located with existing respective DeVry University campuses. Beginning July 2009, Chamberlaingrowth strategy, Carrington began offering nursing programscourses in February 2012 at its newly opened campus in Jacksonville, Florida.
International, K-12 and Professional Education
International, K-12 and Professional Education segment revenues rose 3.8%6.3% to $84.2$174.3 million in fiscal year 20092012 as compared to the prior year. TheDeVry Brasil was the primary reason for the increase in revenues was a tuition price increasedriver of approximately 5% partially offset by a decline in enrollments in CFA review courses and self-study CPA review courses. The revenue growth rate for the Professional Educationin this segment slowed during fiscal year 2009due to new and total student enrollment growth as compared to the year-ago period due to the economic downturn, particularly among the financial firms that the segment serves. Management expects that the softness in revenue will persist at least through calendar 2009.
DeVry Brasil new student enrollment by term:
Increased by 29.2% from fall 2010 (2,347 students) to fall 2011 (3,033 students); and
Increased by 46.1% from spring 2010 (3,833 students) to spring 2012 (5,599 students). The acquisition of FBV accounted for 1,263 new student enrollments in the current year period. Excluding the impact of the FBV acquisition, new student enrollments grew by 13.1%.
DeVry Brasil total student enrollment by term:
Increased by 17.8% from fall 2010 (11,972 students) to fall 2011 (14,099 students); and
Increased by 55.6% from spring 2011 (13,688 students) to spring 2012 (21,297 students). The acquisition of FBV accounted for 5,421 total student enrollments in the current year period. Excluding the impact of the FBV acquisition, total student enrollments grew by 16.0%.
COSTS AND EXPENSES
Cost of Educational Services
The largest component of Cost of Educational Services is the cost of faculty and employees who support educational operations. This expense category also includes the costs of facilities, adjunct faculty, supplies, bookstore and other educational materials, student education-related support activities, and the provision for uncollectible student accounts.
DeVry’s Cost of Educational Services increased 33.1%5.4% to $669.7$975.6 million during fiscal year 20092012 as compared to the prior year. U.S. Education, which was acquired by DeVry on September 18, 2008,The acquisitions of AUC, FBV, ATC International and Fanor, which was acquired on April 1, 2009Falcon Physician Reviews, accounted for more than halftwo-thirds of the increase during fiscal year 2012. In addition, cost increases were also incurred in support of operating a higher number of campus locations for Chamberlain and DeVry Brasil as compared to the prior year. These increases were partially offset by lower Costs of Educational Services within DeVry University and Carrington Colleges as a result of savings from cost reduction measures (workforce reductions and deferred project spending). Expense attributed to stock-based awards included in Cost of Educational Services increased during fiscal year 2009.2012 as a result of an increase in the number stock awards granted to retirement eligible employees, which are fully expensed upon grant.
As a percentage of revenue, Cost of Educational Services increased to 46.7% in fiscal year 2012 from 42.4% during the prior year period. The increase was the combined result of decreased operating leverage due to revenue declines primarily at DeVry University and Carrington, and the impact from incremental investments to maintain the high quality of DeVry’s educational offerings and new campus openings at Chamberlain and DeVry Brasil to drive future enrollment growth.
For fiscal year 2013, management expects that DeVry’s Cost of Educational Services will increase as compared to fiscal year 2012 as a result of the impact of acquisitions made in fiscal year 2012 and continued investment to open new locations and support growing enrollments at Chamberlain and DeVry Brasil. Management expects that Cost of Educational Services will decrease within DeVry University, Carrington Colleges and Advanced Academics in fiscal year 2013 and compared to fiscal year 2012.
Student Services and Administrative Expense
This expense category includes student admissions, marketing and advertising costs, general and administrative costs, expenses associated with curriculum development, and the amortization expense of finite-lived intangible assets related to acquisitions of businesses.
Student Services and Administrative Expense grew 6.0% to $808.4 million during fiscal year 2012 as compared to the year-ago period. The acquisitions of AUC, FBV, ATC International and Falcon Physician Reviews, accounted for more than one-third of the increase during fiscal year 2012. The remainder of the increase in expenses represented additional investments in advertising and recruiting to drive enrollment growth and incremental marketing expenses associated with operating a higher number of Chamberlain and DeVry Brasil campus locations as compared to the year ago periods. In addition, cost increases were incurred in student services and home office support personnel. These increases were partially offset by savings from cost reduction measures including deferred hiring and workforce reductions.
Amortization of finite-lived intangible assets in connection with acquisitions of businesses increased during fiscal year 2012 as compared to the year-ago period due to the acquisitions of AUC, FBV, ATC International and Falcon Physician Reviews. Amortization expense is included entirely in the Student Services and Administrative Expense category.
As a percentage of revenue, Student Services and Administrative Expense increased to 38.7% in fiscal year 2012 from 34.9% during the year-ago period. The increase was the combined result of decreased operating leverage from declining enrollments and incremental investments, which include advertising, student services and home office support personnel.
Asset Impairment Charge
During fiscal year 2012, DeVry recorded non-cash asset impairments totaling $94.4 million, which were comprised of $75.0 million related to its Carrington reporting unit and $19.4 million relating to its Advanced Academics reporting unit. In the second quarter of fiscal year 2012, revenues and operating income for DeVry’s Carrington Colleges Group reporting unit were significantly below management’s expectations driven primarily by a larger than expected decline in new student enrollments. Carrington’s revenue declined 27% during the second quarter as compared to the prior year. As a result of the significant decrease in revenue, Carrington generated an operating loss in the second quarter as compared to operating income in the year-ago period. To improve Carrington’s financial results, management is executing a turn-around plan which includes which includes increasing its focus on building Carrington’s brand awareness, optimizing its marketing approach to emphasize the development of internally-generated inquiries, and improving its recruiting process through its new student contact center. Carrington is also making additional investments in its website interface and admissions processes to better serve prospective students. Though management believes its planned business and operational strategies will reverse this negative trend there is increased uncertainty as to the timing of this reversal. Accordingly, management revised its forecast and future cash flow projections for Carrington, and performed an interim impairment analysis. As a result, during the second quarter of fiscal year 2012, DeVry recorded a non-cash asset impairment charge of $75 million related to its Carrington reporting unit.
At Advanced Academics, revenue was significantly below management’s expectation during the fourth quarter of fiscal year 2012, as a result of decreased funding for large school districts served by Advanced Academics. Advanced Academics revenue declined 46.4% during the fourth quarter of fiscal year 2012 and the reporting unit generated an operating loss of $5.0 million as compared to operating income of $2.1 million in the year-ago quarter. As a result of the decline in revenue and in connection with DeVry’s annual impairment analysis, management revised its forecast and future cash flow projections for Advanced Academics, which resulted in an estimated fair market value which was below its book value. As a result, DeVry recorded a non-cash asset impairment charge of $19.4 million. See Note 8 to the Consolidated Financial Statements in this Annual Report on Form 10-K for the year ended June 30, 2012, for additional disclosure on the impairment analyses.
Restructuring Charge
During the fourth quarter of fiscal 2012, DeVry implemented an involuntary reduction in force (RIF) that reduced its workforce by approximately 570 positions across all reporting units. This resulted in a pre-tax charge of approximately $7.1 million that primarily represented severance pay and benefits for these employees. This was allocated to the segments as follows: $5.0 million to Business Technology and Management, $2.0 million to Medical and Healthcare and $0.1 million to International, K-12 and Professional Education.
Cash payments for the severance charges and restructuring charges were approximately $1.4 million for the year ended June 30, 2012. The remaining $5.7 is accrued as of June 30, 2012, and is expected to be paid by the end of the second quarter of fiscal 2013.
OPERATING INCOME
Total consolidated operating income for fiscal year 2012 of $204.2 million decreased $289.9 million, or 58.7%, as compared to the prior year. The largest driver of the decline in operating income during fiscal year 2012 was $94.4 million non-cash asset impairment charge. In addition, revenue declines at DeVry University, Carrington Colleges, Advanced Academics and the restructuring charge also contributed to the decline in operating income. Operating income decreased within all three of DeVry’s respective segments.
Business, Technology and Management
Business, Technology and Management segment operating income decreased 44.0% to $201.1 million during fiscal year 2012, as compared to the prior year. The decrease in operating income was the result of lower revenue and decreased operating leverage and a restructuring charge of $5.0 million (as discussed earlier). Management continues to mitigate the effects of this challenging environment by aligning its cost structure with student enrollments while also targeting investments in growth initiatives such as new programs.
Medical and Healthcare
Medical and Healthcare segment operating income decreased 91.0% to $9.6 million during fiscal year 2012 as compared to the prior year. The decrease in operating income was the result of an operating loss at Carrington and an asset impairment charge of $75.0 million (as discussed earlier), which was partially offset by an increase in operating income at both Chamberlain and Ross University Schools of Medicine and Veterinary Medicine and the incremental contribution to operating income from AUC. Carrington generated an operating loss of as compared to operating income of in fiscal year 2011, as a result of lower student enrollments as compared to the year ago period, partially offset by cost reduction measures. Excluding the asset impairment and restructuring charges, the Medical and Healthcare segment operating income declined 19.0% to $86.6 million during fiscal year 2012.
International, K-12 and Professional Education
International, K-12 and Professional Education segment operating income decreased 89.3% to $3.5 million during fiscal year 2012 as compared to the prior year. The decrease in operating income was the result of an operating loss and an asset impairment charge of $19.4 million at Advanced Academics (as discussed earlier), which was partially offset by an increase in operating income at DeVry Brasil, including the incremental contribution to operating income from FBV. Advanced Academics recorded an operating loss during fiscal year 2012 greater than the operating loss in the prior year as a result of lower student enrollments as compared to the year ago period. Excluding the asset impairment and restructuring charges, the International, K-12 and Professional Education segment operating income declined 29.6% to $23.0 million during fiscal year 2012.
NET INTEREST AND OTHER INCOME (EXPENSE)
Interest income decreased 46.8% to $0.8 million during fiscal year 2012 as compared to the prior year. Interest income decreased because of lower interest rates earned and a lower level of invested balances during fiscal year 2012. The decrease in invested cash balances was the result of cash used for the acquisitions of AUC, FBV and Falcon Physician Reviews, a decrease in operating cash flow due to decreased profitability, and increased share repurchases over the past year.
Interest expense increased 103.7% to $2.6 million during fiscal year 2012 as compared to the prior year. Interest expense increased due to higher commitment fees and amortization of deferred financing costs related to DeVry’s $400 million revolving line of credit which was entered into during May 2011.
During fiscal year 2012, DeVry recorded a $3.7 million pre-tax gain from the sale of Becker’s Stalla CFA review operations in December 2012. For fiscal year 2012, revenues generated from the Stalla CFA Review represented less than 0.5% of total DeVry revenues, and assets attributable to Stalla comprised less than 0.5% of total DeVry assets at the time of divestiture. The business operations and management of the Stalla CFA Review were combined with other Becker Professional Education program offerings, and as such, Stalla did not have separately identifiable cash flows. Accordingly, management has concluded that treatment of the Stalla divestiture as a discontinued operation is not required.
INCOME TAXES
Taxes on income were 30.9% of pretax income for fiscal year 2012, compared to 33.1% for the prior year. The lower effective tax rate in fiscal year 2012 was attributable to a lesser proportion of pre-tax income being generated by DeVry’s U.S. operations versus its international operations in the current year as compared to the prior year.
DeVry’s effective income tax rate reflects benefits derived from significant operations outside the United States. Earnings of these international operations are not subject to U.S. federal or state income taxes, so long as such earnings are not repatriated, as discussed below. Four of our subsidiaries, Ross University School of Medicine (the Medical School) incorporated under the laws of the Commonwealth of Dominica, Ross University School of Veterinary Medicine (the Veterinary School) incorporated under the laws of the Federation of St. Christopher, Nevis, St. Kitts in the West Indies, and DeVry Brasil incorporated under the laws of Brazil, and AUC School of Medicine BV (AUC) incorporated under the laws of Sint Maarten all benefit from local tax incentives. The Medical and Veterinary Schools have agreements with the respective governments that exempt them from local income taxation through the years 2043 and 2023, respectively, while DeVry Brasil’s effective tax rate reflects benefits derived from their participation in PROUNI, a Brazilian program for providing scholarships to a portion of its undergraduate students. AUC’s effective tax rate reflects benefits derived from investment incentives.
DeVry intends to indefinitely reinvest international earnings and cash flow to improve and expand facilities and operations at the Medical and Veterinary schools and DeVry Brasil, and pursue other business opportunities outside the United States. Accordingly, DeVry has not recorded a provision for the payment of U.S. income taxes on these earnings.
FISCAL YEAR ENDED JUNE 30, 2011 VS. FISCAL YEAR ENDED JUNE 30, 2010
REVENUES
Total consolidated revenues for fiscal year 2011 of $2,182.4 million increased $267.2 million, or 14.0%, as compared to fiscal year 2010. Revenues increased within all three of DeVry’s business segments as a result of growth in student enrollments, improved student retention and tuition price increases. DeVry’s revenue growth rate decelerated from 18.7% during the first half of fiscal year 2011 to 9.7% during the second half of the fiscal year mainly as a result of declining new student enrollments at DeVry University and Carrington.
Business, Technology and Management
During fiscal year 2011, Business, Technology and Management segment revenues increased by 15.6% to $1,460.1 million as compared to fiscal year 2010 driven primarily growth in total student enrollments, tuition price increases, and improved student retention. The Business, Technology and Management segment is composed solely of DeVry University. Key trends in enrollment and tuition pricing are set forth below.
Undergraduate new student enrollment by term:
Increased by 9.9% from July 2009 (12,405 students) to July 2010 (13,627 students);
Decreased by 0.2% from September 2009 (10,079 students) to September 2010 (10,060 students);
Decreased by 9.7% from November 2009 (8,957 students) to November 2010 (8,092 students);
Decreased by 17.4% from January 2010 (8,736 students) to January 2011 (7,217 students);
Decreased by 13.0% from March 2010 (9,078 students) to March 2011 (7,898 students): and
Decreased by 10.6% from May 2010 (7,481 students) to May 2011 (6,690 students).
Undergraduate total student enrollment by term:
Increased by 23.4% from July 2009 (52,007 students) to July 2010 (64,155 students);
Increased by 18.3% from September 2009 (61,813 students) to September 2010 (73,153 students);
Increased by 15.9% from November 2009 (59,788 students) to November 2010 (69,307 students);
Increased by 11.0% from January 2010 (66,084 students) to January 2011 (73,339 students);
Increased by 6.6% from March 2010 (63,175 students) to March 2011 (67,374 students): and
Increased by 3.7% from May 2010 (67,883 students) to May 2011 (70,393 students).
Graduate coursetaker enrollment, including the Keller Graduate School of Management:
The term “coursetaker” refers to the number of courses taken by a student. Thus, one student taking two courses is counted as two coursetakers.
Increased by 17.6% from the July 2009 session (17,991 coursetakers) to the July 2010 session (21,165 coursetakers);
Increased by 14.1% from the September 2009 session (20,496 coursetakers) to the September 2010 session (23,389 coursetakers);
Increased by 11.9% from the November 2009 session (20,734 coursetakers) to the November 2010 session (23,199 coursetakers);
Increased by 9.3% from the January 2010 session (22,679 coursetakers) to the January 2011 session (24,784 coursetakers);
Increased by 9.2% from the March 2010 session (22,343 coursetakers) to the March 2011 session (24,406 coursetakers);
Increased by 7.7% from the May 2010 session (22,103 coursetakers) to the May 2011 session (23,802 coursetakers); and
Increased by 1.9% from the July 2010 session (21,165 coursetakers) to the July 2011 session (21,576 coursetakers).
Tuition rates:
Effective July 2010, DeVry University’s U.S. undergraduate tuition ranged from $580 to $600 per credit hour for students enrolling in 1 to 11 credit hours. Tuition ranged from $350 to $360 per credit hour for each credit hour in excess of 11 credit hours. These tuition rates varied by location and/or program and represent a weighted average increase of approximately 3.5% as compared to the year-ago period. These amounts do not include the cost of books, supplies, transportation, and living expenses.
Effective July 2010, Keller Graduate School of Management program tuition per classroom course ranged from $2,100 to $2,225, depending on location. This represented an expected weighted average increase of 2.1% as compared to the year-ago period. The price for a graduate course taken online was $2,225, compared to $2,200 previously.
Management believes the decreases in enrollments were driven mainly by the negative impact on student decision making of the prolonged economic downturn and economic conditions generally, resulting in a reduction of interest from potential students. In addition, management believes the recent distraction of DeVry University employees associated with the implementation of new regulations also contributed to the decreases in DeVry University undergraduate enrollments.
Medical and Healthcare
Medical and Healthcare segment revenues increased 10.1% to $558.3 million in fiscal year 2011 as compared to the prior year. Higher total student enrollments at Chamberlain College of Nursing (“Chamberlain”) and Ross University were the key drivers of the segment revenue growth, which more than offset a decline in total student enrollments at Carrington Colleges Group, Inc. (“Carrington”). Key trends for Ross University, Chamberlain and Carrington are set forth below.
Ross University total enrollment by term:
Increased by 2.1% from May 2009 (4,448 students) to May 2010 (4,542 students);
Decreased by 0.7% from September 2009 (4,601 students) to September 2010 (4,567 students);
Increased by 3.0% from January 2010 (4,669 students) to January 2011 (4,810 students); and
Increased by 6.2% from May 2010 (4,542 students) to May 2011 (4,825 students).
Ross University new student enrollment by term:
Decreased by 39.5% from May 2009 (562 students) to May 2010 (340 students);
Decreased by 26.4% from September 2009 (666 students) to September 2010 (490 students);
Decreased by 8.2% from January 2010 (699 students) to January 2011 (642 students);
Increased by 37.9% from May 2010 (340 students) to May 2011 (469 students).
Chamberlain College of Nursing new student enrollment by term:
Increased by 43.6% from July 2009 (1,083 students) to July 2010 (1,555 students);
Increased by 30.1% from September 2009 (871 students) to September 2010 (1,133 students);
Increased by 45.4% from November 2009 (1,233 students) to November 2010 (1,793 students);
Increased by 29.4% from January 2010 (905 students) to January 2011 (1,171 students);
Increased by 33.6% from March 2010 (1,270 students) to March 2011 (1,697 students) and
Decreased by 25.8% from May 2010 (868 students) to May 2011 (1,092 students).
Chamberlain College of Nursing total student enrollment by term:
Increased by 63.9% from July 2009 (4,107 students) to July 2010 (6,732 students);
Increased by 59.6% from September 2009 (4,753 students) to September 2010 (7,587 students);
Increased by 58.4% from November 2009 (5,303 students) to November 2010 (8,396 students);
Increased by 55.0% from January 2010 (5,833 students) to January 2011 (9,044 students);
Increased by 49.3% from March 2010 (6,322 students) to March 2011 (9,440 students) and
Increased by 46.9% from May 2010 (6,595 students) to May 2011 (9,690 students).
Carrington total enrollment by term:
Increased by 5.5% from July 2009 (10,644 students) to July 2010 (11,234 students);
Decreased by 6.4% from November 2009 (11,695 students) to November 2010 (10,942 students);
Decreased by 15.0% from March 2010 (12,009 students) to March 2011 (10,206 students); and
Decreased by 25.6% from July 2010 (11,234 students) to July 2011 (8,363 students).
Carrington new student enrollment by term:
Decreased by 2.7% from July 2009 (4,411 students) to July 2010 (4,291 students);
Decreased by 19.2% from November 2009 (5,688 students) to November 2010 (4,595 students);
Decreased by 22.7% from March 2010 (4,218 students) to March 2011 (3,261 students); and
Decreased by 33. 6% from July 2010 (4,291 students) to July 2011 (2,850 students).
Tuition rates:
Effective September 2010, tuition and fees for the beginning basic sciences portion of the programs at the Ross University medical and veterinary schools were $15,600 and $15,000, respectively, per semester. This tuition rate represented an increase from September 2009 tuition rates of approximately 6.4% for the medical school and 4.3% for the veterinary school. These amounts do not include the cost of books, supplies, transportation and living expenses.
Effective September 2010, tuition and fees for the clinical portion of the programs at the Ross university medical and veterinary schools were $17,125 per semester for the medical school, and $18,850 per semester for the veterinary school. This represented an increase from September 2009 tuition rates of approximately 6.4% for the medical school and 4.4% for the veterinary school. These amounts do not include the cost of books, supplies, transportation, and living expenses.
Effective July 2010, tuition for the 2010-2011 academic year was $620 per credit hour for students enrolled in Chamberlain’s BSN (onsite), ADN and LPN-to-RN programs. Students enrolled on a full-time basis (between 12 and 17 credit hours) were charged a flat tuition amount of $7,440 per semester. This represented an increase from 2009-2010 academic year tuition rates of approximately 4.2%. These amounts do not include the cost of books, supplies, transportation and living expenses.
Effective July 2010, tuition for students enrolled in Chamberlain’s RN-to-BSN online degree program was $575 per credit hour. This tuition rate was unchanged from the 2009-2010 academic year. Tuition for the 2010-2011 academic year was $650 per credit hour for students enrolled in the online MSN program. These amounts do not include the cost of books, supplies, transportation, and living expenses.
Effective July 2010, on a per credit hour basis, tuition for Carrington College and Carrington College California programs ranged from $254 per credit hour to $1,651 per credit hour for non-general education courses, with the wide range due to the nature of the programs. General Education courses were charged at $325 per credit hour at Carrington College, and $364 per credit hour at Carrington College California. Student tuition is reduced accordingly for any incoming academic credits that are applicable. Students are charged a non-refundable registration fee ranging from $95 to $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 as well, depending on the program.
An element of the growth strategy at Ross University School of Medicine was the planned development of a clinical education center located in Freeport, Grand Bahama. The Freeport site was expected to mitigate capacity constraints at the main campus in
Dominica. However, the projected volume of Ross students studying in Freeport has not been realized due to factors including an unforeseen delay in the Medical Board of California licensing review process and delays in confirming the financial aid implications for students studying in Freeport. In November 2010, Ross University School of Medicine secured licensing approval for its Freeport clinical location from the Medical Board of California. It had been Ross’ understanding that medical students would not be eligible to receive Title IV financial aid for their semesters in Freeport, but would be eligible to receive financial aid once they moved elsewhere to complete the remaining portions of their programs. However, this understanding was contradicted in a letter to the Ross University School of Medicine from the U.S. Department of Education (“ED”) indicating that Ross medical students attending any portion of their Foundation of Medicine program outside of the Ross’ Dominica campus would be excluded from participating in the Title IV financial aid program for the remainder of their programs. Currently, Ross University School of Medicine is delivering only its pre-medical review program courses at its Freeport location, while it continues to evaluate how best to utilize the location as part of its overall expansion strategy.
These near-term challenges resulted in lower new student enrollments in the May 2010, September 2010, and January 2011 semesters. New student enrollments for the May 2011 semester increased 37.9% as compared to the prior year period, overlapping a 39.5% decrease in the new student growth rate in prior year.
Ross continues to invest in its Dominica facilities, programs and student services to meet the strong demand for its medical program.
The increase in student enrollments at Chamberlain was attributable to its growing RN-to-BSN online completion program, the addition of three new locations (Arlington, Virginia and Chicago in July 2010 and Houston, Texas in March 2011), along with organic growth at existing locations. In July 2011, Chamberlain began offering its nursing programs at its new campus in Miramar, Florida. All of these campuses are co-located with DeVry University.
Management believes the decline in student enrollments at Carrington is the result of the impact of the prolonged economic downturn, which has resulted in reductions in the volume of inquiries from potential students. To address these issues, Carrington has implemented improvements to its marketing and recruiting processes. Carrington is also making additional investments in enhancing its students’ academic experience.
International, K-12 and Professional Education
International, K-12 and Professional Education segment revenues rose 13.3% to $163.9 million in fiscal year 2011 as compared to fiscal year 2010. DeVry Brasil was the primary driver of revenue growth in this segment due to new student enrollment growth of 41.0% and total student enrollment growth of 16.1% in the most recent term. Becker Professional Education revenues grew during fiscal year 2011 as demand for Becker’s CPA review courses improved. In addition, Becker’s acquisition of ATC International on April 30, 2011, also contributed to revenue growth. Revenue increased modestly at Advanced Academics during fiscal year 2011.
COSTS AND EXPENSES
Cost of Educational Services
The largest component of Cost of Educational Services is the cost of faculty and employees who support educational operations. This expense category also includes the costs of facilities, adjunct faculty, supplies, bookstore and other educational materials, student education-related support activities, and the provision for uncollectible student accounts.
DeVry’s Cost of Educational Services increased 12.0% to $925.5 million during fiscal year 2011 as compared to fiscal year 2010. Cost increases were also incurred in support of expanding DeVry University online and onsite total student enrollments and operating a higher number of DeVry University locations as compared to the prior year. In addition, higher costs were incurred to support increasing student enrollments and capacity expansion to drive future growth at Ross University. During the third quarter of fiscal 2009, Ross University began teaching courses at its newly opened clinical training center in Freeport, Grand Bahama. Also, cost increases were incurred for the operation of two additionalthe new Chamberlain campuses which began offering programs in March 2008Chicago, Arlington, Virginia, and Houston, Texas, and to support growing online student enrollments. Cost increases were incurred at Carrington associated with operating a newly opened campus in Jacksonville, Florida, which began offering programs in July 2009.higher number of locations as compared to the prior year and increased hiring of career services employees. Expense attributed to stock-based awards included in Cost of Educational Services increased during fiscal year 20092011 as a result of an increase in the fair value of thenumber stock awards granted during the current year and an increase in the number of awards to retirement eligible employees, which are fully expensed upon grant.
As a percentpercentage of revenue, Cost of Educational Services decreased to 45.8%42.4% in fiscal year 20092011 from 46.1%43.1% during the priorfiscal year period.2010. The decrease was the combined result of increased operating leverage with existing facilities and staff and revenue gains, which more than offset incremental investments to maintain the high quality of DeVry’s educational offerings and to drivesupport future revenuestudent enrollment growth.
Student Services and Administrative Expense
This expense category includes student recruitingadmissions, marketing and advertising costs, general and administrative costs, expenses associated with curriculum development, and the amortization expense of finite-lived intangible assets related to acquisitions of businesses.
Student Services and Administrative Expense grew 29.7%12.5% to $548.1$762.7 million during fiscal year 20092011 as compared to the prior year.year-ago period. The fiscal year 2009 acquisitions of U.S. Education and Fanor accounted for nearly one-third of the increase in Student Services and Administrative Expense. The balance of the increase in expenses primarily represented additional investments in advertising and recruiting to drive and support future growth in new student enrollments. In addition, cost increases were incurred in information technology and student services. Expense attributed to stock-based awards included in Student Services and Administrative Expense increased during fiscal year 20092011 as a result of an increase in the fair valuenumber of thestock awards granted during the current year compared to the prior year period.
Amortization of finite-lived intangible assets in connection with acquisitions of businesses decreased during fiscal year 2011 as compared to the year-ago period, as the respective student relationships and an increasetrade names from the Carrington acquisition were fully amortized as of December 31, 2009. Amortization expense is included entirely in the number of awards to retirement eligible employees, which are fully expensed upon grant.
As a percentpercentage of revenue, Student Services and Administrative Expense decreased to 37.5%34.9% in fiscal year 20092011 from 38.7%35.4% during the prior year. TheThis decrease was the combined result of increased operating leverage from advertising and student recruiting costs, which more than offset incremental investments in student services and home office support personnel.
OPERATING INCOME
Total consolidated operating income for fiscal year 20092011 of $234.8$494.2 million increased $72.5$83.3 million, or 44.7%20.3%, as compared to the prior year. Operating income increased at DeVry’s respective Business, Technology and ManagementInternational, K-12 and Medical and HealthcareProfessional Education segments. These increases were partially offset by a decline in operating profitincome at DeVry’s Professional EducationMedical and Other Educational Services segments.
Business, Technology and Management
Business, Technology and Management segment operating income increased 53.1%23.5% to $126.9$359.4 million during fiscal year 2009,2011, as compared to the prior year. These increases in operating income were the result of higher revenue and an increase in operating leverage, while at the same time, DeVry University continued to make investments in academic quality and student service to drive future enrollment growth.
Medical and Healthcare
Medical and Healthcare segment operating income decreased 3.7% to $107.0 million during fiscal year 2011 as compared to the prior year. The decrease in operating income was the result of a decline in operating income at both Ross University and Carrington, which was partially offset by an increase in operating income at Chamberlain. Ross University operating income declined slightly due to lower new student enrollments, as discussed above, and investments to increase capacity. Carrington operating income decreased as a result of lower student enrollments as compared to the year ago period.
International, K-12 and Professional Education
International, K-12 and Professional Education segment operating income grew 64.4% to $32.7 million during fiscal year 2011 as compared to the prior year. The increase in operating income was the result of higherimproved revenue and gross margins, which were partially offset by increased spending on advertising and recruiting as compared to the prior year. Fiscal year 2009 results include a $4.9 litigation settlement reserve and a $4.0 million pre-tax charge related to the buy-out of a portion of a lease of thegrowth at DeVry University campus in Long Island City, New York. Fiscal year 2008 results included a $3.7 million pre-tax loss from sale leaseback transactions. Excluding the impact of the litigation settlement reserve and real estate transactions in both the current fiscal year of $8.9 million and the prior year period of $3.7 million, Business, Technology and Management segment fiscal year 2009 operating income of $135.8 million increased 56.7% as compared to the year-ago period.
NET INTEREST AND OTHER INCOME (EXPENSE)
Interest income decreased 49.8%,26.0% to $5.3$1.5 million during fiscal year 20092011 as compared to the prior year. Despite an increase in invested cash balances as compared to the prior year period, interest income decreased because of lower interest rates earned on invested balances throughoutduring fiscal year 2009.2011. The increase in invested cash balances marketable securities and investments was attributable to improved operating cash flow over the past twelve months partially offset by cash used in connection with the acquisition of U.S. Educationincreased share repurchases and Fanor.
Interest expense increased by $2.2 milliondecreased 19.1% to $2.8$1.3 million during fiscal year 20092011 as compared to the prior year. The increasedecrease in interest expense during fiscal year 2011 was attributable to higher average borrowings during the current year. DeVry borrowed approximately $166 million in September 2008 to finance the acquisition of U.S. Education. As of June 30, 2009, totalno outstanding borrowings were $124.8 million.
DeVry recorded a net investment gaingains of $43,000. This net gain was comprised$1.2 million during fiscal year 2010. These gains were the result of a $1,266,000 gain from the settlement of a foreign exchange contract entered into in connection with DeVry’s signing of a definitive agreement to purchase a majority share in Fanor (as discussed in Note 6 to the Consolidated Financial Statements). Partially offsetting this gain was a $1,223,000 net loss associated with the changes in the valuation of DeVry’s auction rate security portfolio and related put option (as discussed in Note 2 to the Consolidated Financial Statements).option. As of early July 2010, DeVry will continue to assess the fair value of these two individual assets (auction rate securities and the right to put such securities back to the broker) and record changes each period until the rights are exercised and thehad fully liquidated its auction rate securities are redeemed. As a result, unrealizedsecurity portfolio at par value. There were no investment gains and losses will be included in earnings in future periods. DeVry expects that future changes in the fair value of the rights will offset fair value movements in the related auction rate securities.
INCOME TAXES
Taxes on income were 30.2%33.1% of pretax income for fiscal year 2009,2011, compared to 27.1%32.1% for the prior year. The higher effective tax rate in fiscal year 2011 was attributable to a greater proportion of pre-tax income being generated by DeVry’s U.S. operations versus the offshoreits international operations of Ross University in the current year as compared to the prior year. DeVry’s effective income tax rate reflects benefits derived from significant operations outside the United States. Earnings of Ross University’sthese international operations are not subject to U.S. federal or state taxes and also are exempt from income taxes, so long as such earnings are not repatriated, as discussed below. Three of our subsidiaries, Ross University School of Medicine (the “Medical School”) incorporated under the laws of the Commonwealth of Dominica, Ross University School of Veterinary Medicine (the “Veterinary School”) incorporated under the laws of the Federation of St. Christopher, Nevis, St. Kitts in the jurisdictions in whichWest Indies, and DeVry Brasil incorporated under the schools operate.laws of Brazil, all benefit from local tax incentives. The medicalMedical and veterinary schoolsVeterinary Schools have agreements with theirthe respective governments that exempt them from local income taxation through the years 2043 and 2023, respectively. respectively, while DeVry Brasil’s effective tax rate reflects benefits derived from their participation in PROUNI, a Brazilian program for providing scholarships to a portion of its undergraduate students.
DeVry intends to indefinitely reinvest Ross Universityinternational earnings and cash flow to improve and expand facilities and operations at the medicalMedical and veterinaryVeterinary schools, and pursue other business opportunities outside the United States. Accordingly, DeVry has not recorded a current provision for the payment of U.S. income taxes on these earnings.
Note 2, Summary of Significant Accounting Policies, in the Notes to Consolidated Financial Statements for the fiscal year ended June 30, 2009,2012, describes in more detail the method of application of significant accounting policies and should be read in conjunction with the discussion below.
Revenue Recognition
DeVry University tuition, Ross University and American University of the Caribbean tuition for the basic science semesters, ApolloCarrington College, Western CareerCarrington College andCalifornia, Chamberlain College of Nursing and DeVry Brasil tuition all are billed at the start of each academic term. Such revenue is recognized ratably on a straight-line basis over the academic term. Revenue from Ross University clinical terms is recognized based upon the student’s weekly schedule of actual attendance. Refunds of tuition are reported as a reduction of revenues. Revenues from sales of textbooks, electronic course materials and other educational supplies, and commissions received on sales by bookstores (which are operated by an outside party), are recognized when the sales occur.product or service is delivered. Tuition revenue from Advanced Academics Inc. is recognized ratably on a straight-line basis over the course term or the license period depending on the type of contract.
Tuition revenue from Becker Professional Education, including ATC International and Falcon Physicians Review, is recognized ratably on a straight-line basis over the course term. Becker Professional Education self-study CD ROM, textbook and other educational product revenues are recognized when the sales occur.product or service is delivered. Revenue from training services, which are generally short-term in duration, is recognized when the training service is provided.
Expense Recognition
Advertising costs are charged to expense in the period in which materials are purchased or services are rendered. Similarly, start-up expenses related to new operating locations and new curriculum development costs are charged directly to expense as incurred.
Allowance for Uncollectible Accounts
The allowance for uncollectible accounts is determined by analyzing the current levelaging of accounts receivable and historical loss rates on collections of accounts receivable. In addition, management considers projections of future receivable levels and collection loss rates. We perform this analysis periodically throughout the year. Provisions required to maintain the allowance at appropriate levels are charged to expense in each period as required.
Internally Developed Software
Selected costs associated with developing DeVry’s information technology systems have been capitalized in accordance with the rules on accounting for costs of computer software developed for internal useuse. Capitalized software development costs for projects not
yet complete are included as construction in accordance with SOP 98-1.
Stock-Based Compensation
Stock-based compensation is recorded as compensation expense. Accordingly, expenses relatingexpense over the vesting period. DeVry accounts for options granted to stock-based awards are included inretirement eligible employees that fully vest upon an employees’ retirement under the appropriate expense categories.
Impairment of Goodwill and Other Intangible Assets
In accordance with U.S. generally accepted accounting principles, goodwill and indefinite-lived intangibles arising from a business combination are not amortized and charged to expense over time. Instead, these assets must be reviewed annually for impairment or more frequently if circumstances arise indicating potential impairment. This impairment review was most recently completed during the fourth quarter of fiscal year 2009 at which2012. At this time, it was determined that the goodwill and the indefinite-lived intangible asset of the Advanced Academics Inc. (AAI) reporting unit had been impaired. As of the fourth quarter of fiscal year 2012 impairment review, there was no impairment loss associated with recorded goodwill or indefinite-lived intangible assets for any other reporting unit, as estimated fair values exceeded the carrying amounts.
During the reporting units and indefinite-lived intangible assets exceeded their carrying values by at least 40% as of the endfourth quarter of fiscal year 20082012, revenues and management did not believe business conditions had deterioratedoperating income for DeVry’s AAI reporting unit were significantly below management’s expectations driven by a larger than expected decline in anyschool district contract revenue. During the first nine months of its reporting unitsfiscal 2012, revenues were down approximately 5% compared to the extent thatfirst nine months of fiscal 2011 and operating income was slightly below management’s expectations. AAI’s revenue declined 46% during the fair valuesfourth quarter of fiscal 2012 as compared to the reporting units or intangible assets would have differed materially from theirprior year fourth quarter. As a result of this significant decline in revenues, AAI generated an operating loss in the fourth quarter of fiscal year 2008 fair values. In2012 that was significantly below management’s expectations which projected operating income for this regard, revenues grewperiod. Accordingly, management revised its forecast and future cash flow projections for all reporting units throughout fiscal year 2009 and operating results and cash flows met or exceeded management expectations for all but the Becker Professional Education (Becker) reporting unit. Though the Becker reporting unit has experienced a slowdown in growth and declining operating profits, this slowdown is considered to be temporary. Moreover,AAI.
To determine the fair value of thisthe AAI indefinite-lived intangible asset and AAI reporting unit significantly exceeded its carrying value as of the fiscal year 2009in our step one impairment analysis. This reporting unit remains highly profitable with operating margins exceeding 36%. Management believes this negative trend to be temporary and believes its planned business and operational strategies will reverse this negative trend in the foreseeable future.
Determining the fair value of a reporting unit involves the use of significant estimates and assumptions. The estimate of fair value of each reporting unit is based on management’s projection of revenues, gross margin, operating costs and cash flows considering planned business and operational strategies over a long-term planning horizon of 5 years along with a terminal value calculated based on discounted cash flows. These measures of business performance are similar to those management uses to evaluate the results of operations on a regular basis. The growth rates used to project cash flows, operating results and terminal values of reporting units are commensurate with historical results and analysis of the economic environment in which the reporting units operate. The valuations employ present value techniques to estimate fair value and consider market factors. Management believes the assumptions used for the impairment testing are consistent with those utilized by a market participant in performing similar valuations of its reporting units. A discount rate of 13% was utilized for the AAI reporting unit. The discount rate utilized takes into account management’s assumptions on growth rates and risk, both organization specific and macro-economic, inherent in the reporting unit. Management bases its fair value estimates on assumptions it believes to be reasonable at the time, but such assumptions are subject to inherent uncertainty. Actual results may differ from those estimates.
Management’s impairment analysis resulted in an estimated fair value for the AAI reporting unit that was less than its carrying value by approximately $20 million. This difference was greater than the balance of AAI’s combined intangible assets and goodwill. As a result, management determined the indefinite-lived intangible asset and goodwill were considered to be impaired and should have zero balances. Accordingly, AAI’s Trade Name indefinite-lived intangible asset and the goodwill balance were written down by $1.3 million and $17.1 million, respectively, in the fourth quarter of fiscal 2012.
Management also evaluated AAI’s remaining long-lived assets, including property and equipment and finite-lived intangible assets, for recoverability and determined that the finite-lived intangible assets were completely impaired and had zero value. As a result, AAI’s Curriculum/Software and Consumer Contracts were written down by a total of $1.0 million. Property and equipment values were determined to be completely recoverable at their recorded net book values. Therefore, in the fourth quarter of fiscal year 2012, AAI’s goodwill and other intangibles impairment charges in the aggregate were $19.4 million, with an income tax benefit of $0.9 million for the write-down of the intangible assets. The goodwill write-down is not deductible for tax purposes.
DeVry did perform an interim impairment review on its Carrington Colleges Group (Carrington) reporting unit during the second quarter fiscal year 2012. DeVry did not perform an interim impairment review on any other reporting unit during fiscal 2012. The estimated fair values of the reporting units and indefinite-lived intangible assets exceeded their carrying values by at least 15% as of the end of fiscal year 2011 except those indefinite-lived intangible assets acquired with the acquisitions of Carrington and ATC where fair values approximated carrying values. Though certain reporting units experienced a decline in operating results from the previous year, management did not believe business conditions had deteriorated in any of its reporting units other than Carrington such that it was more likely than not that the fair value was below carrying value for any other reporting unit or indefinite-lived intangible asset.
During the second quarter of fiscal year 2012, revenue and operating income for DeVry’s Carrington Colleges Group reporting unit were significantly below management’s expectations driven by a larger than expected decline in new student enrollments. Carrington’s revenue declined 27% during the second quarter as compared to the prior year. As a result of the significant decrease in revenue, Carrington generated an operating loss in the second quarter of fiscal year 2012 as compared to operating income in the year-ago period. Accordingly, management revised its forecast and future cash flow projections for Carrington.
Based upon these facts and circumstances, management performed an interim impairment review for the Carrington indefinite-lived intangible asset and the Carrington reporting unit. To determine the fair value of the Carrington indefinite-lived intangible asset and Carrington reporting unit in our interim step one impairment analysis, a discounted cash flow valuation method was utilized incorporating assumptions that a reasonable market participant would use regarding the impact of the current operating losses and the increased uncertainty impacting future operations. We used significant unobservable inputs (Level 3) in our discounted cash flow valuation including future cash flow projections and discount rate assumptions.
For indefinite-lived intangible assets, DeVry determines their fair value based on the nature of the asset using various valuation techniques including a discounted cash flow model. The estimated fair values of indefinite-lived intangible assets are based on management’s projection of revenues, gross margin, operating costs and cash flows considering planned business and operational strategies over a long-term planning horizon of 5 years. The assumed growth rates used to project cash flows and operating results are commensurate with historical results and analysis of the economic environment in which the reporting unit that records indefinite-lived intangible assets operates. The valuations employ present value techniques to measure fair value and consider market factors. Management believes the assumptions used for the impairment testing are consistent with those that would be utilized by a market participant in performing similar valuations of its indefinite-lived intangible assets. The discount rate of 14% that was utilized in the Carrington valuation takes into account management’s assumptions on growth rates and risk, both company specific and macro-economic, inherent in the reporting unit in addition to the specific risk of the Accreditation and Title IV Eligibility asset relative to Carrington’s other assets. This intangible asset is closely tied to the overall risk of the reporting unit in which it is recorded so management would expect the discount rate to approximate that used for valuing this reporting unit. Management bases its fair value estimates on assumptions it believes to be reasonable at the time, but such assumptions are subject to inherent uncertainty.
Determining the fair value of a reporting unit involves the use of significant estimates and assumptions. The estimate of fair value of each reporting unit is based on management’s projection of revenues, gross margin, operating costs and cash flows considering planned business and operational strategies over a long-term planning horizon of 5 years along with a terminal value calculated based on discounted cash flows. These measures of business performance are similar to those management uses to evaluate the results of operations on a regular basis. The growth rates used to project cash flows, operating results and terminal values of reporting units are commensurate with historical results and analysis of the economic environment in which the reporting units operate. The valuations employ present value techniques to estimate fair value and consider market factors. Management believes the assumptions used for the impairment testing are consistent with those utilized by a market participant in performing similar valuations of its reporting units. A discount rate of 13% was utilized for the Carrington reporting unit. The discount rate utilized takes into account management’s assumptions on growth rates and risk, both organization specific and macro-economic, inherent in the reporting unit. Management bases its fair value estimates on assumptions it believes to be reasonable at the time, but such assumptions are subject to inherent uncertainty. Actual results may differ from those estimates.
Management’s interim impairment analysis resulted in an estimated fair value for the Carrington Accreditation and Title IV Eligibility intangible asset of $71.1 million which was $41.2 million less than its carrying value. Based on a calculation of the estimated fair value of the Carrington reporting unit and a hypothetical purchase price allocation which included the estimated fair value of the Accreditation and Title IV Eligibility intangible asset, management determined the Carrington reporting unit would have implied goodwill of $151.9 million. This was $33.8 million less than the carrying value of this reporting unit. Accordingly, Carrington’s Accreditation and Title IV Eligibility indefinite-lived intangible assets and the goodwill balance were considered to be impaired and were written down by $41.2 million and $33.8 million, respectively, in the second quarter of fiscal 2012.
Management also evaluated Carrington’s remaining long-lived assets, including property and equipment and finite-lived intangible assets, for recoverability and determined there was no impairment. Therefore in the second quarter of fiscal year 2012, Carrington’s goodwill and other intangibles impairment charges in the aggregate were $75.0 million, with an income tax benefit of $19.3 million for the write-down of the intangible asset. The goodwill write-down is not deductible for tax purposes.
No further impairment indicators were noted for Carrington during the third and fourth quarters of fiscal 2012, and, as noted above, no impairment indicators were noted for any of DeVry’s other reporting units through any interim period during fiscal 2012.
In this regard, revenues grew for all reporting units in fiscal year 2012 except at DeVry University and Carrington and operating results and cash flows improved over the prior year for all but the DeVry University, Carrington and Becker Professional Review reporting units.
At DeVry University, which carries a goodwill balance of $22.2 million, revenue declined by 11% from the prior year. The revenue decline at DeVry University was the result of lower student enrollments. Management believes these declines were due to economic uncertainties and the prolonged economic downturn, which has resulted in reductions in the volume of inquiries from potential students. To address this issue, DeVry University is focused improving the admissions process to better serve prospective students. Though operating profits declined by approximately 30%, DeVry University remains highly profitable with operating margins in excess of 25%. Management believes its planned business and operational strategies will reverse the negative trends in the foreseeable future. However, if operating improvements are not realized, all or some of the goodwill could be impaired in the future. The impairment review completed in the fourth quarter of fiscal year 2012 indicated a fair value exceeding carrying value for the DeVry University reporting unit by 250%.
At Carrington, which carries a goodwill balance of $151.9 million as of June 30, 2012, revenue declined by 24% from the prior year. The revenue decline at Carrington was the result of lower student enrollments. Management believes these declines were due to economic uncertainties and the prolonged economic downturn, which has resulted in reductions in the volume of inquiries from potential students. To address this issue, Carrington is focused on building brand awareness and improving communications designed to produce a direct consumer response. Carrington is also making additional investments in its website interface and admissions processes to better serve prospective students. The revenue decline has also resulted in operating losses. As described above, these circumstances resulted in an impairment write-down of Carrington’s goodwill and indefinite-lived intangible assets as of December 31, 2011. Management believes its planned business and operational strategies will reverse the negative trend in the foreseeable future. However, if operating improvements are not realized, all or some of the remaining goodwill could be impaired in the future. The impairment review completed in the fourth quarter of fiscal year 2012 indicated a fair value exceeding carrying value for the Carrington reporting unit. The estimated excess was less than five percent.
Though the Becker Professional Review reporting unit, which carries a goodwill balance of $32.8 million, has experienced a slowdown in growth and declining operating profits, this slowdown is considered to be temporary and is the result of increased expenditures designed to improve future results. Revenue grew slightly from the prior year and, though operating profits declined by approximately 4% from the prior year, this reporting unit remains highly profitable with operating margins exceeding the consolidated total. The impairment review completed in the fourth quarter of fiscal year 2012 indicated a fair value exceeding carrying value by approximately 400% for the Becker Professional Review reporting unit.
Management does consider certain triggering events when evaluating whether interim impairment analysis is warranted. Among these would be a significant long-term decrease in the market capitalization of DeVry based on events specific to DeVry’s operations. As of June 30, 2012, DeVry’s market capitalization exceeded its book value by approximately 47%. Though this premium is lower than the 200% as of June 30, 2011, it is partially the result of depressed operating results that management believes are short-term in nature. Management also believes the decline in the market price of DeVry’s common stock has been partially caused by the continued overhang of government regulatory changes in the education industry. These changes have lead to significant uncertainty among investors and have worked to keep the prices of all education company stocks at depressed levels for the last 18 months. Once these changes are fully digested and the company is able to show compliance with the new regulations, management believes the stock price will react favorably. Other triggering events that could be cause for an interim impairment review would be changes in the accreditation, regulatory or legal environment; unexpected competition; and changes in the market acceptance of our educational programs and the graduates of those programs.
Determining the fair value of a reporting unit or an intangible asset involves the use of significant estimates and assumptions. Management bases its fair value estimates on assumptions it believes to be reasonable at the time, but such assumptions are subject to inherent uncertainty. Actual results may differ from those estimates.
For goodwill, DeVry estimates the fair value of its reporting units primarily using a discounted cash flow model utilizing inputs which include projected operating results and cash flows from management’s long term plan. If the carrying amount of the reporting unit containing the goodwill exceeds the fair value of that reporting unit, an impairment loss is recognized to the extent the "implied fair value" of the reporting unit goodwill is less than the carrying amount of the goodwill.
DeVry had seven reporting units which contained goodwill as of the fourth quarter fiscal year 2012 analysis. These reporting units constitute components for which discrete financial information is available and regularly reviewed by segment management. Determining the fair value of a reporting unit involves the use of significant estimates and assumptions. The estimate of the fair value of each reporting unit is based on management’s projection of revenues, gross margin, operating costs and cash flows considering
planned business and operational strategies over a long-term planning horizon of 5 years along with a terminal value calculated based on discounted cash flows. These measures of business performance are similar to those management uses to evaluate the results of operations on a regular basis. The growth rates used to project cash flows, operating results and terminal values of reporting units are commensurate with historical results and analysis of the economic environment in which the reporting units operate. The valuations employ present value techniques to estimate fair value and consider market factors. Management believes the assumptions used for the impairment testing are consistent with those utilized by a market participant in performing similar valuations of its reporting units. Discount rates of 11%13% to 13%16% were utilized for the reporting units. The discount rate utilized by each unit takes into account management’s assumptions on growth rates and risk, both companyorganization specific and macro-economic, inherent in that reporting unit. Management bases its fair value estimates on assumptions it believes to be reasonable at the time, but such assumptions are subject to inherent uncertainty. Actual results may differ from those estimates.
All of the reporting units’ estimated fair values exceeded their carrying values as of the fourth quarter impairment analysis by at least 30%; therefore25% except for Carrington where fair value slightly exceeded carrying value. The smaller premium for the Carrington reporting unit would be expected considering an impairment charge was recorded for the reporting unit within six months of the fourth quarter fiscal year 2012 valuation date. Consequently, there has been less time for this organization to have appreciated in value from its fair market value at December 31, 2011, and Carrington operating results since December 31 have approximated management expectations. The results of this analysis indicate no impairment of goodwill was recordedexisted as of June 30, 2009.2012, except that of the AAI reporting unit as discussed above. An increase of 100 basis points in the discount raterates used in this analysis would result in no less than a minimum 16%14% premium of fair value over carrying value.value except for the Carrington reporting unit for the same reasons previously mentioned. Management considers the use of this level of sensitivity in the discount rate reasonable considering the strength of DeVry’s sustained operations. If the impairment analysis resulted in any reporting unit’s fair value being less than the carrying value, an additional step would be required to determine the implied fair value of goodwill associated with that reporting unit. The implied fair value of goodwill is determined by first allocating the fair value of the reporting unit to all its assets and liabilities and then computing the excess of the reporting unit’s fair value over the amounts assigned to the assets and liabilities. If the carrying value of goodwill exceeds the implied fair value of goodwill, such excess represents the amount of goodwill impairment, and, accordingly such impairment is recognized.
For indefinite-lived intangible assets, DeVry determines their fair value based on the nature of the asset using various valuation techniques including a royalty rate model for Trade Names, Trademarks and Intellectual Property, a discounted income stream model for Title IV Eligibility and a discounted cash flow model for Accreditation. The estimated fair values of these indefinite-lived intangible assets are based on management’s projection of revenues, gross margin, operating costs and cash flows considering planned business and operational strategies over a long-term planning horizon of 5 years. The assumed royalty rates and the growth rates used to project cash flows and operating results are commensurate with historical results and analysis of the economic environment in which the reporting units that record indefinite-lived intangible assets operate. The valuations employ present value techniques to measure fair value and consider market factors. Management believes the assumptions used for the impairment testing are consistent with those that would be utilized by a market participant in performing similar valuations of its indefinite-lived intangible assets. The discount rates of 11%13% to 13%18% that were utilized in the valuations take into account management’s assumptions on growth rates and risk, both company specific and macro-economic, inherent in each reporting unit that records indefinite-lived intangible assets. These intangible assets are closely tied to the overall risk of the reporting units in which they are recorded so management would expect the discount rates to also match those used for valuing these reporting units. Management bases its fair value estimates on assumptions it believes to be reasonable at the time, but such assumptions are subject to inherent uncertainty.
All of the fair value estimates of indefinite-lived intangible assets exceed the carrying values of those assets as of the 20092012 fourth quarter impairment analysis by at least 50%100% except those acquired with the acquisitions of U.S. EducationAUC, FBV and Fanor and the Stalla CFA Trade Name. The newly acquired assets all hadCarrington where fair values at least equal to theirslightly exceeded carrying values whichvalues. The smaller premium for the FBV and AUC indefinite-lived intangible assets would be expected considering allthe assets have been acquired within ninetwelve months of the fourth quarter fiscal year 2012 valuation date. As mentioned above,date and there has been less time for these assets to have appreciated in value from their fair market value purchase price. Similarly, the Stalla CFA Trade Name is being phased out oversmaller premium for the next two years which resulted in an estimatedCarrington indefinite-lived intangible assets would be expected considering the assets were revalued and written down to fair value thatwithin six months of the fourth quarter fiscal year 2012 valuation date, Consequently, there has been less time for these assets to have appreciated in value from their fair market value at December 31, 2011, and Carrington operating results since December 31 have approximated its carrying value. This trade name will continue to be used for the next two years and, in management’s opinion, remains a valuable asset in the marketplace. It will be amortized over the two year phase-out period.management expectations. Since no fair values were estimated to be below carrying value, no impairment of intangible assets was recorded as of June 30, 2009.2012, except the impairment recorded for the AAI reporting unit as discussed above. If the carrying amount of an indefinite-lived intangible asset exceeds the fair value, an impairment loss is recognized in an amount equal to that excess.
At June 30, 2009,2012, intangible assets from business combinations totaled $203.2$285.2 million, and goodwill totaled $512.6$550.0 million. Together these assets equal approximately 50%45% of total assets, and any impairment could significantly affect future results of operations.
Impairment of Long-Lived Assets
DeVry evaluates the carrying amount of its major long-lived assets whenever changes in circumstances or events indicate that the value of such assets may not be fully recoverable. As mentioned above, DeVry evaluated AAI’s long-lived assets, including property and equipment and finite-lived intangible assets, for recoverability and determined that the finite-lived intangible assets were completely impaired and had zero value. As a result, AAI’s Curriculum/Software and Consumer Contracts were written down by a total of $1.0 million. No suchother circumstances existed in fiscal year 2009.
Income Taxes
DeVry accounts for income taxes using the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences of temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. DeVry also recognizes future tax benefits associated with tax loss and credit carryforwards as deferred tax assets. DeVry’s deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. DeVry measures deferred tax assets and liabilities using enacted tax rates in effect for the year in which DeVry expects to recover or settle the temporary differences. The effect of a change in tax rates on deferred taxes is recognized in the period that the change is enacted. DeVry reduces its net tax assets for the estimated additional tax and interest that may result from tax authorities disputing uncertain tax positions DeVry has taken.
Estimates and Assumptions
DeVry’s financial statements include estimates and assumptions about the reported amounts of assets, liabilities, revenues, and expenses whose exact amounts will not be known until future periods. Management has discussed with the Audit Committee of the Board of Directors the critical accounting policies discussed above and the significant estimates included in the financial statements in this report. Although management believes its assumptions and estimates are reasonable, actual amounts may differ from the estimates included in the financial statements thereby materially affecting results in the future.
DeVry’s financial statements reflect the following significant estimates and assumptions:
the method |
the estimates and judgments used to record the provision for uncollectible accounts receivable. DeVry believes that it has appropriately considered known or expected outcomes of its students’ ability to pay their outstanding amounts due to DeVry. DeVry’s greatest accounts receivable risk is with its DeVry University undergraduate students. If an additional allowance of 1% of DeVry University undergraduate gross receivables was necessary, an additional provision of approximately $0.6 million would be required;
the useful lives of equipment and facilities whose value is a significant portion of DeVry’s total assets;
the value and useful lives of acquired finite-lived intangible assets;
the value of goodwill and other indefinite-lived intangible assets;
the pattern of the amortization of finite-lived intangible assets over their economic life;
the value of deferred tax assets and evaluation of uncertainties under authoritative guidance;
the valuation of certain marketable securities are valued using observable and unobservable inputs, such as internally-developed pricing models;
costs associated with any settlement of claims and lawsuits in which DeVry is a defendant;
health care reimbursement claims for medical services rendered but for which claims have not yet been processed or paid; and
the value of stock-based compensation awards and related compensation expense.
The methodology management used to derive each of the above estimates for fiscal 20092012 is consistent with the manner in which such estimates were made in prior years, although management regularly analyzes the parameters used in setting the value of these estimates and may change those parameters as conditions warrant. Actual results could differ from those estimates.
CONTINGENCIES
DeVry is subject to occasional lawsuits, administrative proceedings, regulatory reviews and investigations associated with financial assistance programs and other claimsmatters arising in the normal conduct of its business. The following is a description of pending litigation that may be considered other than ordinary and routine litigation that is incidental to the business.
The Boca Raton Firefighters’ and DeVry Inc. (collectively “DeVry”) in Los Angeles Superior Court, asserting various claims predicated upon DeVry’s alleged failure to comply with disclosure requirements under the California Education Code relating to the transferability of academic units. In addition to the alleged omission, Daghlian also claimed that DeVry made untrue or misleading statements to prospective students, in violation of the California Unfair Competition Law ("UCL") and the California False Advertising Law, ("FAL"). DeVry removed the action to the U.S. District Court for the Central District of California. In two Orders dated October 9, 2007, and December 31, 2007, the District Court entered judgment dismissing all of plaintiffs’ class and individual claims and awarded DeVry its cost of suit. The final judgment was entered on January 3, 2008. The plaintiffs appealed the dismissal to the U.S. Court of Appeals for the Ninth Circuit. On July 31, 2009, the Ninth Circuit dismissed the appeal as moot citing the repeal of the statute on which all plaintiffs’ claims had been based.
complaint. The plaintiffs claimed in the First Amended Complaint that DeVry, Daniel Hamburger and Richard M. Gunst violated Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder by failing to disclose abusive and fraudulent recruiting and financial aid lending practices, thereby increasing DeVry’s student enrollment and revenues and artificially inflating DeVry’s stock price during the class period. On March 27, 2012, Judge John F. Grady dismissed the First Amended Complaint without prejudice, granting Plaintiffs leave to file a second amended complaint by May 4, 2012.
On May 4, 2012, the Plaintiffs again amended their allegations in the Shareholder Case (the “Second Amended Complaint”). The Second Amended Complaint alleges a longer putative class period of October 27, 2007, to August 11, 2011, but narrows the scope of the alleged fraud significantly as compared to the previous two complaints. Plaintiffs now focus exclusively on DeVry’s practices for compensating student Admissions Advisors, alleging DeVry misled the market by failing to disclose that its compensation practices violated federal law and by making affirmative misrepresentations that DeVry complied with compensation regulations. On July 10, 2012, DeVry filed a Motion to Dismiss the Second Amended Complaint, which is awaiting Judge Grady’s consideration.
Three derivative cases similar to the Shareholder Case also have been filed (“Derivative Actions”). Two of the Derivative Actions were filed in the Circuit Court of Cook County, Illinois, Chancery Division: DeVry shareholder Timothy Hald filed a derivative complaint on behalf of DeVry on January 3, 2011 (Hald v. Hamburger et al., Case No. 11 CH 0087) and Matthew Green (also a DeVry shareholder) filed a derivative complaint on behalf of DeVry on January 7, 2011 (Green v. Hamburger et al., Case No. 11 CH 0770). TheHaldandGreencases (the “Consolidated Cases”) were consolidated by court order dated December 31, 2008. The allegationsFebruary 9, 2011. Maria Dotro, another DeVry shareholder, filed a third derivative complaint on DeVry’s behalf in the first amended complaint relateDelaware Court of Chancery on March 11, 2011 (Dotro v. Hamburger et al., Case No. 6263). Both the Consolidated cases and theDotrocase have been stayed by agreement of the parties until certain matters are resolved or clarified with respect to whetherthe disposition of the Shareholder Case.
The Derivative Actions allege that Daniel Hamburger, Richard M. Gunst, David J. Pauldine, Sharon Thomas Parrott, Ronald L. Taylor, Lisa W. Pickrum, Darren R. Huston, David S. Brown, William T. Keevan, Fernando Ruiz, Harold T. Shapiro, Lyle Logan, Connie R. Curran, and Julia McGee breached their fiduciary duties to DeVry by failing to disclose the same allegedly abusive and fraudulent recruiting and financial aid lending practices alleged in the Shareholder Case. The Derivative Actions also allege that DeVry’s officers and directors unjustly enriched themselves and wasted DeVry’s assets by (i) causing DeVry to incur substantial costs in defending the Shareholder Case; (ii) causing DeVry to pay compensation plansand benefits to individuals who breached their fiduciary duties; (iii) causing potential losses from “certain of DeVry’s programs no longer being eligible for admission representatives violatedfederal financial aid;” and (iv) damaging DeVry’s corporate image and goodwill. DeVry and its executives and directors believe the Higher Education Actallegations contained in the Derivative Actions are without merit and intend to defend them vigorously.
Although DeVry believes that the Shareholder Case and the Department of Education regulations prohibiting an institution participating in Title IV programs from providing to any person or entity engaged in any student recruitment or admissions activity any commission, bonus or other incentive payment based directly or indirectly on success in securing enrollments. A number of similar lawsuits have been filed in recent years against educational institutions that receive Title IV funds. On January 26, 2009, DeVry filed a motion to dismissDerivative Actions are without merit, the first amended complaint entirely. On March 4, 2009, the District Court granted DeVry’s motion to dismiss, entering judgment and dismissing the case with prejudice. On March 16, 2009, Shultz appealed the dismissal to the Seventh Circuit Court of Appeals. On June 23, 2009, a settlement in principle was reached between DeVry and Ms. Shultz in connection with a court-sponsored mediation process whereby DeVry would stand by its consistently-held position denying any wrong doing and pay $4.9 million to finally resolve the matter, and avoid the costs and distraction of a potentially protracted appeals process. The settlement is conditioned upon obtaining approval of the Department of Justice and finalizing settlement terms that would release DeVry from other False Claims Act cases based upon the conduct covered by the settlement. DeVry and Ms. Shultz have submitted the settlement to the United States Department of Justice for its approval. Should the parties fail to conclude the settlement on the proposed or other terms, the appeal to the Seventh Circuit Court of Appeals will resume.
LIQUIDITY AND CAPITAL RESOURCES
Student Payments
DeVry’s primary source of liquidity is the cash received from payments for student tuition, books, other educational suppliesmaterials and fees. These payments include funds originating as financial aid from various federal, state and provincial loan and grant programs; student and family educational loans (“private loans”); employer educational reimbursements; and student and family financial resources. Private loans as a percentpercentage of DeVry’s total revenue are relatively small.
In connection with the turmoil in the credit markets and economic downturn over the past twelve months,three years, some lenders announced that they were changingchanged or exitingexited certain private loan programs. Also, certain lenders have tightened underwriting criteria for private loans. To date, these actions have not had a material impact on DeVry’s students’ ability to access funds for their educational needs and thus its enrollments. DeVry monitors the student lending situation very closely and continues to pursue all available financing options for its students, including its DeVry University EDUCARD® program.
The following table summarizes DeVry’s cash receipts from tuition and related fee payments by fund source as a percentage of total revenue for the fiscal years 20082011 and 2007,2010, respectively. Final data for fiscal year 2009 is2012 are not yet available.
| Fiscal Year | ||||||||
| Funding Source: | 2008 | 2007 | ||||||
| Federal Assistance (Title IV) Program Funding: | ||||||||
| Grants and Loans | 70 | % | 64 | % | ||||
| Federal Work Study | 1 | % | 1 | % | ||||
| Total Title IV Program Funding | 71 | % | 65 | % | ||||
| State Grants | 3 | % | 3 | % | ||||
| Private Loans | 5 | % | 6 | % | ||||
| Student accounts, cash payments, private scholarships, employer and military provided tuition assistance and other | 21 | % | 26 | % | ||||
| Total | 100 | % | 100 | % | ||||
| Fiscal Year | ||||||||
| Funding Source: | 2011 | 2010 | ||||||
Federal Assistance (Title IV) Program Funding (Grants and Loans) | 73 | % | 71 | % | ||||
State Grants | 2 | % | 2 | % | ||||
Private Loans | 1 | % | 1 | % | ||||
Student accounts, cash payments, private scholarships, employer and military provided tuition assistance and other | 24 | % | 26 | % | ||||
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| |||||
Total | 100 | % | 100 | % | ||||
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The pattern of cash receipts during the year is somewhat seasonal. DeVry’s accounts receivable peak immediately after bills are issued each semester. Historically, accounts receivable reach their lowest level at the end of each semester/session, dropping to their lowest point during the year at the end of June.
At June 30, 2009,2012, total accounts receivable, net of related reserves, was $104.4$113.9 million, compared to $55.2$114.7 million at June 30, 2008. Nearly seventy-five percent of the increase was due to2011. The decrease in net accounts receivable associated withwas attributable to improved collections management and the respective acquisitions of U.S. Education and Fanor. The remainder ofimpact on receivables from the increase was primarily attributable todecrease in revenue at Carrington, partially offset by the impact on receivables from revenue growth across all four business segmentsthe other businesses in the Medical and Healthcare segment as compared to the year-ago period.
To reduce the level of interim student financing under the DeVry University undergraduate EDUCARD® program, many students participate in supplementary loan programs funded by private lenders. The supplementary loans are aimed at students whose federal and state funded financial aid is not sufficient to cover all their costs of education. DeVry has entered into a limited default risk sharing arrangement for some of these loans. At June 30, 2009, DeVry had reserved for and recognized as expense the amount of DeVry’s share of the default risk.
Like other higher education institutions, DeVry is highly dependent upon the timely receipt of federal financial aid funds. All financial aid and assistance programs are subject to political and governmental budgetary considerations. In the United States, the Higher Education Act (“HEA”) guides the federal government’s support of postsecondary education. The HEA was reauthorized by the United States CongressIf there are changes to financial aid programs that restrict student eligibility or reduce funding levels, DeVry’s financial condition and cash flows could be materially and adversely affected. Please see Item 1A Risk Factors in July 2008, and was signed into law by the Presidentthis Annual Report on August 14, 2008.
In addition, government-funded financial assistance programs are governed by extensive and complex regulations in both the United States and Canada. Like any other educational institution, DeVry’s administration of these programs is periodically reviewed by various regulatory agencies and is subject to audit or investigation by other governmental authorities. Any violation could be the basis for penalties or other disciplinary action, including initiation of a suspension, limitation or termination proceeding. Previous Department of Education and state regulatory agency program reviews have not resulted in material findings or adjustments against DeVry.
A U.S. Department of Education regulation known as the “90/10 Rule” affects only proprietary postsecondary institutions, such as DeVry University, Ross University School of Medicine, Ross University School of Veterinary Medicine, American University of the Caribbean, Chamberlain, ApolloCarrington College and Western Career College.Carrington College California. Under this regulation, an institution that derives more than 90% of its revenues from federalTitle IV student financial assistance programs in any year may not participate in these programs for the following year.
The following table details the percentpercentage of revenue from federal financial assistance programs for each of DeVry’s Title IV eligible institutions for fiscal years 20082011 and 2007,2010, respectively. Final data for fiscal year 20092012 is not yet available.
| Fiscal Year | ||||||||
| 2008 | 2007 | |||||||
| DeVry University: | ||||||||
| Undergraduate | 75 | % | 70 | % | ||||
| Graduate | 75 | % | 65 | % | ||||
| Ross University | 81 | % | 80 | % | ||||
| Chamberlain College of Nursing | 62 | % | 70 | % | ||||
| U.S. Education: | ||||||||
| Apollo College | 79 | % | 76 | % | ||||
| Western Career College | 77 | % | 61 | % | ||||
| Fiscal Year | ||||||||
| 2011 | 2010 | |||||||
DeVry University: | ||||||||
Undergraduate | 81 | % | 77 | % | ||||
Graduate | 81 | % | 76 | % | ||||
Ross University School of Medicine | 81 | % | 81 | % | ||||
Ross University School of Veterinary Medicine | 89 | % | 89 | % | ||||
Chamberlain College of Nursing | 71 | % | 70 | % | ||||
Carrington College | 82 | % | 82 | % | ||||
Carrington College California | 85 | % | 86 | % | ||||
American University of the Caribbean | 81 | % | 78 | % | ||||
Under the terms of DeVry’s participation in financial aid programs, certain cash received from state governments and the U.S. Department of Education is maintained in restricted bank accounts. DeVry receives these funds either after the financial aid authorization and disbursement process for the benefit of the student is completed, or just prior to that authorization. Once the authorization and disbursement process for a particular student is completed, the funds may be transferred to unrestricted accounts and become available for DeVry to use in current operations. This process generally occurs during the academic term for which such funds have been authorized. At June 30, 2009,2012, cash in the amount of $5.3$2.5 million was held in restricted bank accounts, compared to $4.1$2.3 million at June 30, 2008.
As described in more detail in “Item 1. Description of Business,” institutions must meet a financial responsibility test if their students participate in federal financial assistance programs. The Department of Education relies on a test that considers equity, primary reserve,Equity, Primary Reserve, and net incomeNet Income ratios, with a minimum required score of 1.5. Management has calculated DeVry’s composite score at June 30, 2009,2012, and determined that it exceeds 1.5. Management believes DeVry will continue to demonstrate the required level of financial stability.
Cash from Operations
Cash generated from operations in fiscal year 20092012 was $249.6$277.4 million, compared to $198.6$408.0 million in the prior year period. Cash flow from operations increased $40.1decreased $188.4 million due to higherlower net income. Greaterincome compared to fiscal 2011. This was partially offset by $94.4 million in non-cash impairment charges included in net income in fiscal 2012. In addition, cash flow was alsofrom operations decreased $5.1 million compared to the prior year as a result of an increase in deferred tuition revenue and advanced tuition paymentsaccounts receivable, net of $12.0 million driven by increased student enrollments and timingrelated reserves, which resulted from higher revenues in the receipt of student payments priorMedical and Healthcare and International, K-12 and Professional Education segments. The change in net deferred income tax liabilities resulted in a $34.1 million reduction in operating cash flows compared to the start of the term.prior year. An increase in non-cash expenses for depreciation, amortizationnet gains on the sale and stock-based compensationdisposition of assets resulted in a $12.4an additional $3.0 million greater source of cash.reduction to operating cash flows compared to the prior year. In addition, cash flow from operations increaseddecreased by a $13.0$34.8 million compared to fiscal 2012 from a greater sourcelarger use of cash compared to the prior year for changes in levels of prepaid expenses, accounts payable and accrued expenses. These increases in operating cash flow were partially offset by an increase in accounts receivable, net of related reserves, of $8.8 million as a result of revenue growth across all four business segments as compared to the year-ago period. Variations in the levels of accrued and prepaid expenses and accounts payable from period to period are caused, in part, by the timing of the period-end relative to DeVry’s payroll and bill payment cycles.
Capital expenditures in fiscal year 20092012 were $74.0$129.1 million compared to $62.8$135.7 million in fiscal year 2008. Fiscal year 2008the year-ago period. DeVry continues to invest capital expenditures include the purchase and an immediate sale lease backto support Project DELTA (implementation of a facility in Alpharetta, Georgia,new student information system for $11.2 million. Excluding the Alpharetta sale leaseback from the year-ago period capital spending, current year capital expenditures increased $22.4 million. Fiscal year 2009 capital expenditure activity includedDeVry University and Chamberlain); facility expansion at the Ross University medical and veterinary schools; spending for the new Jacksonville, Florida, campus openingChamberlain Indianapolis and currentAtlanta campuses; new location openings and capacity expansion at Chamberlain College of Nursing; new location openingsCarrington; and facility improvements at U.S. Education; spending to support the continued growth of DeVry’s online operations; and spending on information systems including the implementation of a new student system for DeVry University and Chamberlain College of Nursing.
For fiscal year 2010,2013, management expects capital expenditures to increase in comparison to fiscal year 20092012 to support future growth including continued implementation of a new student information system at DeVry University and Chamberlain College of Nursing; continued capacity expansion at Ross University School of Ross’ center in Grand Bahama;Medicine, Ross University School of Veterinary Medicine and American University of the Caribbean; facility improvements and new locations for DeVry University, Chamberlain College of Nursing U.S. EducationCarrington and Fanor; and spending associated with DeVry’s home office and data center relocations.DeVry Brasil. Management anticipates full year fiscal 20102013 capital spending in the $95$50 million range.
On August 3, 2011, AUC School of Medicine B.V. (“AUC BV”) a wholly owned St. Maarten subsidiary of DeVry Inc. acquired the international business operations of privately held American University of the Caribbean (“AUC”). DeVry Medical International, Inc. (“DMI”), a wholly owned U.S. subsidiary of DeVry Inc. acquired the Florida business operations of Medical Education Services, Inc. (“MES”). Under the terms of the agreement, AUC BV and DMI paid a combined $228 million in cash in exchange for the business assets of AUC and MES.
On February 29, 2012, Fanor-Faculdades Nordeste S/A (DeVry Brasil), a subsidiary of DeVry Inc. acquired the stock of FBV S/A, the Brazilian owner of business operations of Faculdade Boa Viagem (“FBV”). Under the terms of the agreement, DeVry Brasil paid approximately $24.2 million in cash in exchange for the stock of FBV. In addition, DeVry Brasil will make additional installment payments of $21.9 million over the next four years.
On April 2, 2012, Becker Professional Education Corporation (Becker) a subsidiary of DeVry Inc. acquired all the stock of privately held Falcon Physician Reviews, Inc. (Falcon) for $6.0 million in cash. Founded near Dallas, Texas in 2002, Falcon offers comprehensive review programs for physicians preparing for the United States Medical Licensing Examination (USMLE) and the Comprehensive Osteopathic Medical Licensing Examination (COMLEX). Falcon currently helps more than 1,500 students per year
achieve their goals of passing licensure exams on their way to $105 million range.
Cash from Financing Activities
During fiscal year 2009, DeVry borrowed $46.3 million from UBS under a short-term uncommitted line of credit which is collateralized by DeVry’s auction rate securities portfolio, as discussed above. DeVry has repaid $1.6 million of such borrowings. In addition, DeVry had cumulative borrowings of $290 million and made cumulative repayments of $210 million under its existing revolving line of credit during fiscal year 2009. DeVry incurred these borrowings to finance the acquisition of U.S. Education. Also, DeVry repaid $12.7 million of Fanor’s outstanding debt. As of June 30, 2009, DeVry holds an 82.3% equity ownership in Fanor through the initial majority acquisition on April 1, 2009 and subsequent recapitalizations.
Cash dividends paid during fiscal year 2012 were $10.0$18.4 million. DeVry’s Board of Directors declared a dividend on May 13, 200914, 2012 of $0.08$0.15 per share to common stockholders of record as of June 16, 2009.21, 2012. The total dividend of $5.7$9.7 million was paid on July 9, 2009.
DeVry’s consolidated cash balances of $174.1 million at June 30, 2012, included approximately $103.3 million of cash attributable to DeVry’s international operations. It is DeVry’s intention to indefinitely reinvest this cash and subsequent earnings and cash flow to improve and expand facilities and operations of its international schools and pursue future business opportunities outside the United States. Therefore, cash held by international operations will not be available for domestic general corporate purposes. Management does not believe that this policy will adversely affect DeVry’s overall liquidity.
Historically, DeVry believes that it has produced positive domestic cash flows from operating activities sufficient liquidity despiteto fund the current disruptiondelivery of its domestic educational programs and services as well as to fund capital investment and other activities including share repurchases and dividend payments. In addition, DeVry maintains a $400 million revolving line of credit which can be expanded to $550 million at the option of DeVry. For fiscal year 2012, cash flows from domestic operating activities were approximately $172 million which when added to DeVry’s beginning of the credit markets. year domestic cash balances, was sufficient to fund $107.1 million of domestic capital investment, pay dividends of $18.4 million and fund $158.1 million of common stock repurchases, in addition to funding other investment and financing activities.
Management believes that current balances of unrestricted cash, cash generated from operations and revolving loan facility will be sufficient to fund both DeVry’s current domestic and international operations and current growth plans, and current share repurchase program, for the foreseeable future unless future significant investment opportunities, similar to the acquisition of U.S. Education,AUC, should arise.
Revolving Credit Agreement
On May 5, 2011, DeVry amended itsentered into a revolving credit agreementfacility which replaced the credit facility that was set to among other things, reduce the spreadexpire in January 2012. This new facility, which expires on applicable interest and fee rates; extend the remaining maturity to January 2012; revise and loosen certain financial covenants; and provide increased flexibility for acquisitions, dividends and/or share repurchase programs. AllMay 5, 2016, provides aggregate commitments including borrowings and letters of credit issuedof up to $400 million and, at the request of DeVry, can be increased to $550 million. Borrowings under this agreement will bear interest at the prime rate or at a LIBOR rate, at the option of DeVry, plus a pre-established margin. Outstanding letters of credit under the revolving credit agreement are through DeVrycharged a fee for the undrawn face amount of the letter of credit, payable quarterly. The agreement also requires payment of a commitment fee for the undrawn portion of the credit facility. The interest rate margin, letter of credit fees and Global Education International (“GEI”), an international subsidiary.
The following table summarizes the terms of the revolving credit agreement as amended in January 2007, and its status as of June 30, 2009:
Revolving Credit Agreement as amended in January 2007
DeVry Inc.
| Borrowing limit | |||||||
$ | |||||||
| Interest Rate | |||||||
At DeVry’s discretion, either the prime rate plus 0.75%-1.50%, or a LIBOR rate plus | |||||||
| Maturity | May 10, 2016 | ||||||
| Outstanding | $ | ||||||
| Interest | N/A | ||||||
| Outstanding | $ | ||||||
No amount has ever been drawn under the letter of credit issued on behalf of DeVry.
DeVry and GEI areis not required to repay any borrowings under the revolving credit agreement until its maturity dates, but we can make prepayments without penalty at any time.
The revolving credit agreement contains certain covenants that, among other things, require maintenance of certain financial ratios, as defined in the agreements. These financial ratios include a consolidated fixed charge coverage ratio, a consolidated leverage ratio and a composite Equity, Primary Reserve and Net Income Department of Education financial responsibility ratio (“DOE Ratio”). Failure to maintain any of these ratios or to comply with other covenants contained in the agreement will constitute an event of default and could result in termination of the agreements and require payment of all outstanding borrowings. DeVry was in compliance with all debt covenants as of June 30, 2009.
Other Contractual Arrangements
DeVry’s long-term contractual obligations consist of its $175$400 million revolving line of credit (discussed above), operating leases on facilities and equipment, and agreements for various services. DeVry has the option to expand the revolving credit facility to $275 million. At June 30, 2009, DeVry had $80 million of outstanding borrowings under its revolving credit agreement, and there were no required payments under this borrowing agreement prior to its maturity. DeVry’s letters of credit outstanding under the revolving credit facility were approximately $13.7 million as of June 30, 2009, which includes a letter of credit in the amount of $10.9 million issued for U.S. Education.
DeVry is not a party to any off-balance sheet financing or contingent payment arrangements, nor are there any unconsolidated subsidiaries. DeVry has not extended any loans to any officer, director or other affiliated person. DeVry has not entered into any synthetic leases, and there are no residual purchase or value commitments related to any facility lease. DeVry did not enter into any significant derivatives, swaps, futures contracts, calls, hedges or non-exchange traded contracts during fiscal year 2009 other than those associated with the acquisition of a majority interest in Fanor (see Note 6 to the Consolidated Financial Statements).2012. DeVry had no open derivative positions at June 30, 2009.
As of the end of the fiscal year, DeVry had posted more than $22.6$20 million of surety bonds to various governmental jurisdictions on behalf of DeVry University, Chamberlain College of Nursing, ApolloCarrington College, Western CareerCarrington College California and Becker Professional ReviewEducation in the United States, and approximately CDN $0.3 million in Canada. The surety bonds are related primarily to student recruiting and educational operations. If DeVry were to fail to meet its obligations in these jurisdictions, it could be responsible for payment up to the amount of the related bond. To date, no surety bond has ever been paid because DeVry failed to meet its obligations.
A summary of DeVry’s contractual obligations at June 30, 2009,2012, is presented below:
| Due In | ||||||||||||||||||||
| Total | Less Than 1 Year | 1-3 Years | 4-5 Years | After 5 Years | ||||||||||||||||
| (Dollars in thousands) | ||||||||||||||||||||
| Operating Leases | $ | 505,900 | $ | 66,700 | $ | 184,200 | $ | 98,400 | $ | 156,600 | ||||||||||
| Revolving credit facility | 80,000 | -- | 80,000 | -- | -- | |||||||||||||||
| Auction Rate Securities Collateralized Line of Credit | 44,811 | 44,811 | -- | -- | -- | |||||||||||||||
| Employment Agreements | 5,283 | 1,005 | 1,672 | 560 | 2,046 | |||||||||||||||
| Total Cash Obligations | $ | 635,944 | $ | 112,516 | $ | 265,872 | $ | 98,960 | $ | 158,646 | ||||||||||
| Due In | ||||||||||||||||||||||||
| Total | Less Than 1 Year | 1-3 Years | 4-5 Years | After 5 Years | All Other | |||||||||||||||||||
| (Dollars in thousands) | ||||||||||||||||||||||||
Operating Leases | $ | 649,100 | $ | 87,800 | $ | 236,500 | $ | 126,400 | $ | 198,400 | $ | — | ||||||||||||
Loan Fees and Interest | 3,390 | 990 | 2,400 | — | — | — | ||||||||||||||||||
Employment Agreements | 2,870 | 264 | 858 | 631 | 1,117 | — | ||||||||||||||||||
Uncertain Tax Positions | 22,000 | 10,800 | — | — | — | 11,200 | ||||||||||||||||||
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Total Cash Obligation | $ | 677,360 | $ | 99,854 | $ | 239,758 | $ | 127,031 | $ | 199,517 | $ | 11,200 | ||||||||||||
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RECENT ACCOUNTING PRONOUNCEMENTS
In December 2007,July 2012, the FASB issued Statementauthoritative guidance which amends the application of Financial Accounting Standards No. 141R, “Business Combinations” (“SFAS 141R”). SFAS 141R retains the fundamental requirementsexisting guidance on testing indefinite-lived intangible assets for impairment. The amended guidance will allow, but not require, an initial assessment of Statement of Financial Accounting Standards No. 141 (“SFAS 141”)qualitative factors to determine whether it is more likely than not that the acquisition methodfair value of accountingan indefinite-lived intangible asset is less than its carrying amount for purposes of determining whether it is necessary to perform further asset impairment testing. This guidance will be usedeffective for all business combinations. SFAS 141R also retains theour interim and annual impairment tests performed for reporting periods beginning July 1, 2013. Application of this guidance in SFAS 141 for identifying and recognizing intangible assets separately from goodwill. However, the new accounting requirements of SFAS 141R will change how business acquisitions are accounted for and will impactnot have a significant effect on DeVry’s consolidated financial statements both on the acquisition date and in subsequent periods. For DeVry, SFAS 141R is effective beginning in fiscal year 2010 and will impact the accounting for any acquisitions DeVry may complete beginning in that fiscal year.
In December 2007,September 2011, the FASB issued Statementauthoritative guidance which amends the application of Financial Accounting Standards No. 160, “Noncontrolling Interests in Consolidated Financial Statementsexisting guidance on testing goodwill for impairment. The amended guidance will allow, but not require, an Amendmentinitial assessment of ARB number 51” (“SFAS 160”). SFAS 160 establishes accounting and reporting standardsqualitative factors to improvedetermine whether it is more likely than not that the relevance, comparability and transparency of the financial information provided in a company’s financial statements as it relates to minority interests in the equityfair value of a subsidiary. These minority interestsreporting unit is less than its carrying amount for purposes of determining whether it is necessary to perform further goodwill impairment testing. This guidance will be recharacterized as noncontrolling interestseffective for our interim and classified as a componentannual impairment tests performed for reporting periods beginning July 1, 2012. Application of equity. For DeVry, SFAS 160 is effective beginning in fiscal year 2010. DeVry doesthis guidance will not expect that the adoption of SFAS 160 will have a material impactsignificant effect on itsDeVry’s consolidated financial statements.
In March 2008,June 2011, the FASB issued Statementauthoritative guidance updating the disclosure requirements for Comprehensive Income. This update requires total comprehensive income, the components of Financial Accounting Standards No. 161, “Disclosures about Derivative Instrumentsnet income and Hedging Activities, an Amendmentthe components of other comprehensive income to be presented either in a single continuous statement or in two separate but consecutive statements. This guidance will be effective for our interim and annual reporting periods beginning July 1, 2012. The application of this guidance will require presentation of comprehensive income on a consolidated financial statement which is different than it is currently presented.
In May 2011, the FASB Statement No. 133” (“SFAS 161”). SFAS 161 requires enhanced disclosures about an entity’s derivativeissued authoritative guidance clarifying the application of existing fair value measurements and hedging activities and thereby improves the transparency of financial reporting. For DeVry, SFAS 161disclosure requirements. This guidance was effective for our interim and annual reporting periods beginning in the third quarterJanuary 1, 2012. Application of fiscal year 2009. The adoption of SFAS 161this guidance did not have a material impactsignificant effect on DeVry’s consolidated financial statements as DeVry does not currently hold significant derivative instruments or engage in hedging activities.
DeVry is not dependent upon the price levels, nor affected by fluctuations in pricing, of any particular commodity or group of commodities. However, more than 50% of DeVry’s costs are in the form of employee wages and benefits. Changes in employment market conditions or escalations in employee benefit costs could cause DeVry to experience cost increases at levels beyond what it has historically experienced.
The financial position and results of operations of Ross University’s Caribbean operations as well as those of AUC are measured using the U.S. dollar as the functional currency. Substantially all Ross University and AUC financial transactions are denominated in the U.S. dollar.
The financial position and results of operations of DeVry’s Canadian educational programs are measured using the Canadian dollar as the functional currency. The Canadian operations have not entered into any material long-term contracts to purchase or sell goods and services, other than the lease agreement on a teaching facility. DeVry does not have any foreign exchange contracts or derivative financial instruments designed to mitigate changes in the value of the Canadian dollar. Because Canada-based assets and liabilities constitute less than 1.0% of DeVry’s overall assets and its Canadian liabilities constitute approximately 2% of overall liabilities, changes in the value of Canada’s currency at rates experienced during the past several years are unlikely to have a material effect on DeVry’s results of operations or financial position. Based upon the current value of the net assets in the Canadian operations, a change of $0.01 in the value of the Canadian dollar relative to the U.S. dollar would result in a translation adjustment of less than $100,000.
The financial position and results of operations of DeVry’s investment in FanorDeVry Brasil are measured using the Brazilian Real as the functional currency. FanorDeVry Brasil has not entered into any material long-term contracts to purchase or sell goods and services, other than the lease agreements on teaching facilities and contingencies relating to prior acquisitions. Currently, DeVry does not have any foreign exchange contracts or derivative financial instruments designed to mitigate changes in the value of the Brazilian Real. BecauseSince Brazilian-based assets constitute less than 1.0%approximately 6.0% of DeVry’s overall assets, and its Brazilian liabilities constitute approximately 2%6.2% of overall liabilities, and because there are very few transactions between DeVry Brasil and DeVry’s U.S. based subsidiaries, changes in the value of Brazil’s currency at rates experienced during the past several years are unlikely to have a material effect on DeVry’s results of operations or financial position.operations; however, the volatility of the Brazilian Real over the past 12 months has resulted in a $23 million charge to Accumulated Other Comprehensive Income in fiscal 2012. Based upon the current value of the net assets in Fanor’sDeVry Brasil’s operations, a change of $0.01 in the value of the Brazilian Real relative to the U.S. dollar would result in a translation adjustment to Accumulated Other Comprehensive Income of less than $100,000.
The interest rate on DeVry’s debt is based upon LIBOR interest rates for periods typically ranging from one to three months. Based upon DeVry’s total borrowings of $124.8$50 million, at June 30, 2009, a 100 basis point increase in short-term interest rates would result in approximately $1.2$0.5 million of additional annual interest expense. At June 30, 2012, DeVry had no outstanding borrowings. However, future investment opportunities and cash flow generated from operations may affect the level of outstanding borrowings and the effect of a change in interest rates.
DeVry’s customers are principally individual students enrolled in its various educational programs. Accordingly, concentration of accounts receivable credit risk is small relative to total revenues or accounts receivable.
DeVry’s cash is held in accounts at various large, financially secure depository institutions. Although the amount on deposit at a given institution typically will exceed amounts subject to guarantee, DeVry has not experienced any deposit losses to date, nor does management expect to incur such losses in the future.
The following financial statements and supplemental schedules of DeVry and its subsidiaries are included below on pages 7278 through 106113 of this report:
| 1 | Schedules other than the one listed above are omitted for the reason that they are not required or are not applicable, or the required information is shown on the financial statements or notes thereto. |
1Schedules other than the one listed above are omitted for the reason that they are not required or are not applicable, or the required information is shown on the financial statements or notes thereto.
None.
ITEMITEM 9A — CONTROLS AND PROCEDURES
Principal Executive, CEO, and Principal Financial Officer, CFO, Certificates
The required compliance certificates signed by DeVry’s CEO and CFO are included as Exhibits 31 and 32 of this Annual Report on Form 10-K.
Disclosure Controls and Procedures
Disclosure controls and procedures are designed to help ensure that all the information required to be disclosed in DeVry’s reports filed under the Securities Exchange Act of 1934 (the “Exchange Act”), is recorded, processed, summarized and reported within the time periods specified by the applicable rules and forms.
DeVry’s Chief Executive Officer and Chief Financial Officer have concluded, based on their evaluation as of the end of the period covered by this report, that DeVry’s disclosure controls and procedures (as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”))Act) are effective to ensure that information required to be disclosed in the reports that DeVry files or submits under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and (ii) is accumulated and communicated to DeVry’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
Management’s Annual Report on Internal Control Over Financial Reporting
The management of DeVry is responsible for establishing and maintaining adequate internal control over financial reporting, as defined by Rule 13a — 15(f) of the Securities Exchange Act. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
As of June 30, 2009,2012, DeVry’s management has assessed the effectiveness of its internal control over financial reporting, using the criteria embodied by the Committee of Sponsoring Organizations of the Treadway Commission’s 1992 reportInternal Control — Integrated Framework.Based upon this assessment, DeVry concluded that as of June 30, 2009,2012, its internal control over financial reporting was effective based upon these criteria.
The effectiveness of DeVry’s internal control over financial reporting as of June 30, 20092012 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears herein.
Changes in Internal Control Over Financial Reporting
There were no other changes in internal control over financial reporting that occurred during the fourth quarter of fiscal year 20092012 that materially affected, or are reasonably likely to materially affect, DeVry’s internal control over financial reporting.
None.
| June 30, | ||||||||
| 2009 | 2008 | |||||||
| (Dollars in thousands) | ||||||||
| ASSETS: | ||||||||
| Current Assets: | ||||||||
| Cash and Cash Equivalents | $ | 165,202 | $ | 217,199 | ||||
| Marketable Securities and Investments | 60,174 | 2,308 | ||||||
| Restricted Cash | 5,339 | 4,113 | ||||||
| Accounts Receivable, Net | 104,413 | 55,214 | ||||||
| Deferred Income Taxes, Net | 21,562 | 14,975 | ||||||
| Prepaid Expenses and Other | 28,756 | 31,779 | ||||||
| Total Current Assets | 385,446 | 325,588 | ||||||
| Land, Buildings and Equipment: | ||||||||
| Land | 53,694 | 50,726 | ||||||
| Buildings | 250,542 | 216,048 | ||||||
| Equipment | 328,637 | 282,273 | ||||||
| Construction In Progress | 10,587 | 4,874 | ||||||
| 643,460 | 553,921 | |||||||
| Accumulated Depreciation and Amortization | (335,889 | ) | (314,606 | ) | ||||
| Land, Buildings and Equipment, Net | 307,571 | 239,315 | ||||||
| Other Assets: | ||||||||
| Intangible Assets, Net | 203,195 | 62,847 | ||||||
| Goodwill | 512,568 | 308,024 | ||||||
| Perkins Program Fund, Net | 13,450 | 13,450 | ||||||
| Investments | - | 57,171 | ||||||
| Other Assets | 12,069 | 11,961 | ||||||
| Total Other Assets | 741,282 | 453,453 | ||||||
| TOTAL ASSETS | $ | 1,434,299 | $ | 1,018,356 | ||||
| LIABILITIES: | ||||||||
| Current Liabilities: | ||||||||
| Current Portion of Debt | $ | 104,811 | $ | — | ||||
| Accounts Payable | 71,564 | 70,368 | ||||||
| Accrued Salaries, Wages and Benefits | 74,174 | 51,300 | ||||||
| Accrued Expenses | 39,162 | 31,175 | ||||||
| Advance Tuition Payments | 27,642 | 16,972 | ||||||
| Deferred Tuition Revenue | 74,664 | 40,877 | ||||||
| Total Current Liabilities | 392,017 | 210,692 | ||||||
| Other Liabilities: | ||||||||
| Revolving Loan | 20,000 | — | ||||||
| Deferred Income Taxes, Net | 51,895 | 11,726 | ||||||
| Deferred Rent and Other | 40,257 | 29,512 | ||||||
| Total Other Liabilities | 112,152 | 41,238 | ||||||
| TOTAL LIABILITIES | 504,169 | 251,930 | ||||||
| COMMITMENTS AND CONTINGENCIES (NOTE14) | ||||||||
| MINORITY INTEREST | 3,188 | — | ||||||
| SHAREHOLDERS’ EQUITY: | ||||||||
| Common Stock, $0.01 Par Value, 200,000,000 Shares Authorized; 71,233,000 and 71,377,000 Shares Outstanding at June 30, 2009 and 2008, Respectively | 729 | 724 | ||||||
| Additional Paid-in Capital | 197,096 | 168,405 | ||||||
| Retained Earnings | 791,677 | 637,501 | ||||||
| Accumulated Other Comprehensive Income (Loss) | 7,157 | (2,963 | ) | |||||
| Treasury Stock, at Cost (1,663,000 and 990,000 Shares, Respectively) | (69,717 | ) | (37,241 | ) | ||||
| TOTAL SHAREHOLDERS’ EQUITY | 926,942 | 766,426 | ||||||
| TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | $ | 1.434.299 | $ | 1,018,356 | ||||
| June 30, | ||||||||
| 2012 | 2011 | |||||||
| (Dollars in thousands) | ||||||||
ASSETS: | ||||||||
Current Assets: | ||||||||
Cash and Cash Equivalents | $ | 174,076 | $ | 447,145 | ||||
Marketable Securities and Investments | 2,632 | 2,575 | ||||||
Restricted Cash | 2,498 | 2,308 | ||||||
Accounts Receivable, Net | 113,911 | 114,689 | ||||||
Deferred Income Taxes, Net | 27,845 | 24,457 | ||||||
Refundable Income Taxes | 40,278 | — | ||||||
Prepaid Expenses and Other | 39,874 | 33,476 | ||||||
|
|
|
| |||||
Total Current Assets | 401,114 | 624,650 | ||||||
|
|
|
| |||||
Land, Building and Equipment: | ||||||||
Land | 65,172 | 54,404 | ||||||
Building | 386,028 | 314,274 | ||||||
Equipment | 433,949 | 402,179 | ||||||
Construction in Progress | 61,752 | 63,310 | ||||||
|
|
|
| |||||
| 946,901 | 834,167 | |||||||
Accumulated Depreciation | (387,924 | ) | (365,923 | ) | ||||
|
|
|
| |||||
Land, Building and Equipment, Net | 558,977 | 468,244 | ||||||
|
|
|
| |||||
Other Assets: | ||||||||
Intangible Assets, Net | 285,220 | 195,462 | ||||||
Goodwill | 549,961 | 523,620 | ||||||
Perkins Program Fund, Net | 13,450 | 13,450 | ||||||
Other Assets | 29,894 | 25,077 | ||||||
|
|
|
| |||||
Total Other Assets | 878,525 | 757,609 | ||||||
|
|
|
| |||||
TOTAL ASSETS | $ | 1,838,616 | $ | 1,850,503 | ||||
|
|
|
| |||||
LIABILITIES: | ||||||||
Current Liabilities: | ||||||||
Accounts Payable | $ | 63,094 | $ | 63,611 | ||||
Accrued Salaries, Wages and Benefits | 77,741 | 107,829 | ||||||
Accrued Expenses | 76,243 | 47,097 | ||||||
Advance Tuition Payments | 20,580 | 22,362 | ||||||
Deferred Tuition Revenue | 77,551 | 75,532 | ||||||
|
|
|
| |||||
Total Current Liabilities | 315,209 | 316,431 | ||||||
|
|
|
| |||||
Other Liabilities: | ||||||||
Deferred Income Taxes, Net | 62,276 | 69,029 | ||||||
Deferred Rent and Other | 96,496 | 68,772 | ||||||
|
|
|
| |||||
Total Other Liabilities | 158,772 | 137,801 | ||||||
|
|
|
| |||||
TOTAL LIABILITIES | 473,981 | 454,232 | ||||||
COMMITMENTS AND CONTINGENCIES (NOTE 14) | ||||||||
NON-CONTROLLING INTEREST | 8,242 | 6,755 | ||||||
SHAREHOLDERS’ EQUITY | ||||||||
Common Stock, $0.01 Par Value, 200,000,000 Shares Authorized: 64,722,000 and | ||||||||
68,635,000 Shares Issued and Outstanding at June 30, 2012 and 2011, Respectively | 741 | 738 | ||||||
Additional Paid-in Capital | 272,962 | 248,418 | ||||||
Retained Earnings | 1,488,988 | 1,367,972 | ||||||
Accumulated Other Comprehensive (Loss) Income | (5,889 | ) | 15,729 | |||||
Treasury Stock, at Cost (9,386,000 and 5,148,000 Shares, Respectively) | (400,409 | ) | (243,341 | ) | ||||
|
|
|
| |||||
TOTAL SHAREHOLDERS’ EQUITY | 1,356,393 | 1,389,516 | ||||||
|
|
|
| |||||
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | $ | 1,838,616 | $ | 1,850,503 | ||||
|
|
|
| |||||
The accompanying notes are an integral part of these consolidated financial statements.
| For the Year Ended June 30, | ||||||||||||
| 2009 | 2008 | 2007 | ||||||||||
| (Dollars in thousands except for per share amounts) | ||||||||||||
| REVENUES: | ||||||||||||
| Tuition | $ | 1,354,925 | $ | $1,004,029 | $ | 862,660 | ||||||
| Other Educational | 106,528 | 87,804 | 70,813 | |||||||||
| Total Revenues | 1,461,453 | 1,091,833 | 933,473 | |||||||||
| OPERATING COSTS AND EXPENSES: | ||||||||||||
| Cost of Educational Services | 669,673 | 503,133 | 486,721 | |||||||||
| Separation Plan Severance | — | — | 6,252 | |||||||||
| Loss (Gain) on Sale of Assets | 3,977 | 3,743 | (20,812 | ) | ||||||||
| Litigation Settlement Reserve | 4,900 | — | — | |||||||||
| Student Services and Administrative Expense | 548,070 | 422,622 | 359,025 | |||||||||
| Total Operating Costs and Expenses | 1,226,620 | 929,498 | 831,186 | |||||||||
| Operating Income | 234,833 | 162,335 | 102,287 | |||||||||
| INTEREST AND OTHER (EXPENSE) INCOME: | ||||||||||||
| Interest Income | 5,251 | 10,463 | 7,437 | |||||||||
| Interest Expense | (2,775 | ) | (522 | ) | (4,784 | ) | ||||||
| Net Investment Gain (Loss) | 43 | — | — | |||||||||
| Net Interest Income (Expense) | 2,519 | 9,941 | 2,653 | |||||||||
| Income Before Minority Interest and Income Taxes | 237,352 | 172,276 | 104,940 | |||||||||
| Minority Interest | 39 | — | — | |||||||||
| Income Tax Provision | 71,700 | 46,744 | 28,752 | |||||||||
| NET INCOME | $ | 165,613 | $ | 125,532 | $ | 76,188 | ||||||
| EARNINGS PER COMMON SHARE: | ||||||||||||
| Basic | $ | 2.32 | $ | 1.76 | $ | 1.07 | ||||||
| Diluted | $ | 2.28 | $ | 1.73 | $ | 1.07 | ||||||
| Cash Dividend Declared per Common Share | $ | 0.16 | $ | 0.12 | $ | 0.10 | ||||||
| For the Year Ended June 30, | ||||||||||||
| 2012 | 2011 | 2010 | ||||||||||
| (Dollars in thousands except for per share amounts) | ||||||||||||
REVENUES: | ||||||||||||
Tuition | $ | 1,967,907 | $ | 2,045,590 | $ | 1,795,814 | ||||||
Other Educational | 121,874 | 136,781 | 119,367 | |||||||||
|
|
|
|
|
| |||||||
Total Revenues | 2,089,781 | 2,182,371 | 1,915,181 | |||||||||
|
|
|
|
|
| |||||||
OPERATING COSTS AND EXPENSES: | ||||||||||||
Cost of Educational Service | 975,642 | 925,504 | 826,089 | |||||||||
Student Services and Administrative Expense | 808,400 | 762,692 | 678,190 | |||||||||
Asset Impairment Charges | 94,400 | — | — | |||||||||
Restructuring Expenses | 7,102 | — | — | |||||||||
|
|
|
|
|
| |||||||
Total Operating Costs and Expense | 1,885,544 | 1,688,196 | 1,504,279 | |||||||||
|
|
|
|
|
| |||||||
Operating Income | 204,237 | 494,175 | 410,902 | |||||||||
INTEREST AND OTHER (EXPENSE) INCOME: | ||||||||||||
Interest Income | 818 | 1,539 | 2,080 | |||||||||
Interest Expense | (2,612 | ) | (1,282 | ) | (1,585 | ) | ||||||
Net Gain on Sale of Assets | 3,695 | — | — | |||||||||
Net Investment Gain | — | — | 1,225 | |||||||||
|
|
|
|
|
| |||||||
Net Interest and Other Income | 1,901 | 257 | 1,720 | |||||||||
|
|
|
|
|
| |||||||
Income Before Income Taxes | 206,138 | 494,432 | 412,622 | |||||||||
Income Tax Provision | 63,757 | 163,602 | 132,639 | |||||||||
|
|
|
|
|
| |||||||
NET INCOME | 142,381 | 330,830 | 279,983 | |||||||||
Net Income Attributable to Non-controlling Interest | (816 | ) | (427 | ) | (74 | ) | ||||||
|
|
|
|
|
| |||||||
NET INCOME ATTRIBUTABLE TO DEVRY INC. | $ | 141,565 | $ | 330,403 | $ | 279,909 | ||||||
|
|
|
|
|
| |||||||
EARNINGS PER COMMON SHARE ATTRIBUTABLE TO DEVRY INC. SHAREHOLDERS | ||||||||||||
Basic | $ | 2.11 | $ | 4.73 | $ | 3.92 | ||||||
Diluted | $ | 2.09 | $ | 4.68 | $ | 3.87 | ||||||
CASH DIVIDEND DECLARED PER COMMON SHARE | $ | 0.30 | $ | 0.24 | $ | 0.20 | ||||||
The accompanying notes are an integral part of these consolidated financial statements.
| For the Year Ended June 30, | ||||||||||||
| 2009 | 2008 | 2007 | ||||||||||
| (Dollars in thousands) | ||||||||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||||||
| Net Income | $ | 165,613 | $ | 125,532 | $ | 76,188 | ||||||
| Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities: | ||||||||||||
| Stock-Based Compensation Charge | 7,550 | 5,724 | 5,428 | |||||||||
| Depreciation | 39,825 | 34,808 | 35,979 | |||||||||
| Amortization | 10,625 | 5,066 | 8,028 | |||||||||
| Provision for Refunds and Uncollectible Accounts | 72,395 | 51,881 | 51,240 | |||||||||
| Deferred Income Taxes | 344 | 3,110 | 4,592 | |||||||||
| Loss (Gain) on Disposals of Land, Buildings and Equipment | 2,394 | 3,882 | (20,452 | ) | ||||||||
| Unrealized Net Loss on Investments | 1,224 | — | — | |||||||||
| Changes in Assets and Liabilities, Net of Effects from Acquisitions of Businesses: | ||||||||||||
| Restricted Cash | (1,097 | ) | 10,374 | 6,153 | ||||||||
| Accounts Receivable | (89,249 | ) | (59,952 | ) | (47,739 | ) | ||||||
| Prepaid Expenses And Other | 7,292 | (21,867 | ) | (5,225 | ) | |||||||
| Accounts Payable | (3,084 | ) | 35,997 | (5,384 | ) | |||||||
| Accrued Salaries, Wages, Benefits and Expenses | 20,130 | 533 | 13,002 | |||||||||
| Advance Tuition Payments | 5,889 | 2,546 | (2,213 | ) | ||||||||
| Deferred Tuition Revenue | 9,675 | 1,012 | 5,579 | |||||||||
| NET CASH PROVIDED BY OPERATING ACTIVITIES | 249,526 | 198,646 | 125,176 | |||||||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||||||
| Capital Expenditures | (74,044 | ) | (62,806 | ) | (38,558 | ) | ||||||
| Net Proceeds from Sales of Land and Building | — | 52,571 | 36,642 | |||||||||
| Payments for Purchases of Businesses, Net of Cash Acquired | (315,318 | ) | (27,603 | ) | — | |||||||
| Marketable Securities Purchased | (63 | ) | (247,013 | ) | — | |||||||
| Marketable Securities-Maturities and Sales | — | 184,854 | — | |||||||||
| Other | 39 | — | — | |||||||||
| NET CASH USED IN INVESTING ACTIVITIES | (389,386 | ) | (99,997 | ) | (1,916 | ) | ||||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||||||
| Proceeds from Exercise of Stock Options | 12,157 | 17,703 | 12,946 | |||||||||
| Proceeds from Stock Issued Under Employee Stock Purchase Plan | 2,066 | 1,021 | 927 | |||||||||
| Repurchase of Common Stock for Treasury | (33,684 | ) | (24,465 | ) | (10,534 | ) | ||||||
| Cash Dividends Paid | (10,015 | ) | (7,840 | ) | (3,545 | ) | ||||||
| Excess Tax Benefit from Stock-Based Payments | 3,571 | 4,201 | 972 | |||||||||
| Borrowings Under Collateralized Line of Credit | 46,419 | — | — | |||||||||
| Repayments Under Collateralized Line of Credit | (1,608 | ) | — | — | ||||||||
| Borrowings from Revolving Credit Facility | 290,000 | 25,000 | 40,000 | |||||||||
| Repayments Under Revolving Credit Facility | (210,000 | ) | (26,895 | ) | (50,000 | ) | ||||||
| Repayments of Fanor Debt | (12,740 | ) | — | — | ||||||||
| Repayments of Senior Notes | — | — | (115,000 | ) | ||||||||
| NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES | 86,166 | (11,275 | ) | (124,234 | ) | |||||||
| Effects of Exchange Rate Differences | 1,697 | 670 | (454 | ) | ||||||||
| NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS | (51,997 | ) | 88,044 | (1,428 | ) | |||||||
| Cash and Cash Equivalents at Beginning of Year | 217,199 | 129,155 | 130,583 | |||||||||
| Cash and Cash Equivalents at End of Year | $ | 165,202 | $ | 217,199 | $ | 129,155 | ||||||
| SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||||||||||||
| Cash Paid During the Year for: | ||||||||||||
| Interest | $ | 2,167 | $ | 369 | $ | 4,752 | ||||||
| Income Taxes, Net | 60,609 | 58,387 | 18,100 | |||||||||
| Non-cash Financing Activity: | ||||||||||||
| Declaration of Cash Dividends to be Paid | 5,705 | 4,283 | 3,557 | |||||||||
| For the Year Ended June 30, | ||||||||||||
| 2012 | 2011 | 2010 | ||||||||||
| (Dollars in thousands) | ||||||||||||
CASH FLOW FROM OPERATING ACTIVITIES: | ||||||||||||
Net Income | $ | 142,381 | $ | 330,830 | $ | 279,983 | ||||||
Adjustments to Reconcile Net Income to Net Cash Provided By Operating Activities: | ||||||||||||
Stock Based Compensation Expense | 18,530 | 14,251 | 10,148 | |||||||||
Depreciation | 77,149 | 58,033 | 51,225 | |||||||||
Amortization | 11,540 | 6,538 | 10,997 | |||||||||
Impairment of Goodwill and Intangibles Assets | 94,400 | — | — | |||||||||
Provision for Refunds and Uncollectible Accounts | 90,928 | 90,742 | 88,202 | |||||||||
Deferred Income Taxes | (10,160 | ) | 23,966 | (11,431 | ) | |||||||
Loss on Disposal of Land, Buildings and Equipment | 1,185 | 469 | 666 | |||||||||
Realized Gain on Sale of Assets | (3,695 | ) | — | — | ||||||||
Unrealized Net (Gain) Loss on Investments | — | — | (1,225 | ) | ||||||||
Changes in Assets and Liabilities, Net of Effects from Acquisition of Business: | ||||||||||||
Restricted Cash | (190 | ) | (206 | ) | 3,247 | |||||||
Accounts Receivable | (90,240 | ) | (84,940 | ) | (102,588 | ) | ||||||
Prepaid Expenses and Other | (37,336 | ) | 375 | 7,536 | ||||||||
Accounts Payable | (1,581 | ) | (26,808 | ) | 18,776 | |||||||
Accrued Salaries, Wages, Benefits and Expenses | (10,455 | ) | 5,737 | 30,854 | ||||||||
Advance Tuition Payments | (1,652 | ) | 1,291 | (6,805 | ) | |||||||
Deferred Tuition Revenue | (3,382 | ) | (12,288 | ) | 11,963 | |||||||
|
|
|
|
|
| |||||||
NET CASH PROVIDED BY OPERATING ACTIVITIES | 277,422 | 407,990 | 391,548 | |||||||||
|
|
|
|
|
| |||||||
CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||||||
Capital Expenditures | (129,055 | ) | (135,726 | ) | (131,009 | ) | ||||||
Payment for Purchase of Business, Net of Cash Acquired | (255,369 | ) | (3,027 | ) | — | |||||||
Marketable Securities Purchased | (61 | ) | (101 | ) | (79 | ) | ||||||
Marketable Securities Sales | — | 13,495 | 46,000 | |||||||||
Cash Received on Sale of Stalla Assets | 4,475 | — | — | |||||||||
Other | — | (627 | ) | (700 | ) | |||||||
|
|
|
|
|
| |||||||
NET CASH USED IN INVESTING ACTIVITIES | (380,010 | ) | (125,986 | ) | (85,788 | ) | ||||||
|
|
|
|
|
| |||||||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||||||
Proceeds from Exercise of Stock Options | 6,134 | 9,098 | 13,041 | |||||||||
Proceeds from Stock Issued Under Employee Stock Purchase Plan | 1,716 | 1,460 | 997 | |||||||||
Repurchase of Common Stock for Treasury | (158,093 | ) | (132,940 | ) | (41,683 | ) | ||||||
Cash Dividends Paid | (18,369 | ) | (15,529 | ) | (12,839 | ) | ||||||
Excess Tax Benefit from Stock-Based Payments | 664 | 1,012 | 3,455 | |||||||||
Payment of Debt Financing Fees | (70 | ) | (3,290 | ) | — | |||||||
Borrowing Under Revolving Credit Facility | — | — | 70,000 | |||||||||
Repayments Under Revolving Credit Facility | — | — | (150,000 | ) | ||||||||
Borrowing Under Collateralized Line of Credit | — | — | 300 | |||||||||
Repayments Under Collateralized Line of Credit | — | — | (45,111 | ) | ||||||||
|
|
|
|
|
| |||||||
NET CASH USED IN FINANCING ACTIVITIES | (168,018 | ) | (140,189 | ) | (161,840 | ) | ||||||
|
|
|
|
|
| |||||||
Effects of Exchange Rate Differences | (2,463 | ) | (2,372 | ) | (1,420 | ) | ||||||
|
|
|
|
|
| |||||||
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS | (273,069 | ) | 139,443 | 142,500 | ||||||||
Cash and Cash Equivalents at Beginning of Year | 447,145 | 307,702 | 165,202 | |||||||||
|
|
|
|
|
| |||||||
Cash and Cash Equivalents at End of Year | $ | 174,076 | $ | 447,145 | $ | 307,702 | ||||||
|
|
|
|
|
| |||||||
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: | ||||||||||||
Cash Paid During the Year For: | ||||||||||||
Interest | $ | 1,055 | $ | 454 | $ | 867 | ||||||
Income Taxes, Net | 80,905 | 152,553 | 130,502 | |||||||||
Non-cash Investing and Financing Activity: | ||||||||||||
Declaration of Cash Dividend to be Paid | 9,794 | 8,289 | 7,117 | |||||||||
Accretion of Non-controlling Interest Put Option | 671 | 1,321 | 1,745 | |||||||||
The accompanying notes are an integral part of these consolidated financial statements.
For the Years Ended June 30, 2009, 2008 and 2007
| Common Stock | Accumulated | |||||||||||||||||||||||
| Additional | Other | |||||||||||||||||||||||
| Amount $.01 | Paid-In | Retained | Comprehensive | Treasury | ||||||||||||||||||||
| Par Value | Capital | Earnings | Income (Loss) | Stock | Total | |||||||||||||||||||
| (Dollars in thousands) | ||||||||||||||||||||||||
| Balance at June 30, 2006, as previously reported | $ | 708 | $ | 124,550 | $ | 441,893 | $ | (424 | ) | $ | (2,120 | ) | $ | 564,607 | ||||||||||
| Adjustments to Beginning Balance for Correction of Error (see Note 10) | 10,437 | 10,437 | ||||||||||||||||||||||
| Adjusted Balance at June 30, 2006 | 708 | 124,550 | $ | 452,330 | (424 | ) | (2,120 | ) | 575,044 | |||||||||||||||
| Comprehensive income: | ||||||||||||||||||||||||
| Net income in 2007 | 76,188 | 76,188 | ||||||||||||||||||||||
| Foreign currency translation | (494 | ) | (494 | ) | ||||||||||||||||||||
| Comprehensive income | 75,694 | |||||||||||||||||||||||
| Stock-based Compensation | 5,428 | 5,428 | ||||||||||||||||||||||
| Cash Dividends of $0.10 per common share | (7,102 | ) | (7,102 | ) | ||||||||||||||||||||
| Proceeds from exercise of stock options | 8 | 13,504 | (566 | ) | 12,946 | |||||||||||||||||||
| Proceeds from stock issued under Employee Stock Purchase Plan | 98 | 829 | 927 | |||||||||||||||||||||
| Repurchase of Common Shares for Treasury | (10,534 | ) | (10,534 | ) | ||||||||||||||||||||
| Balance at June 30, 2007 | 716 | 143,580 | 521,416 | (918 | ) | (12,391 | ) | 652,403 | ||||||||||||||||
| Comprehensive income: | ||||||||||||||||||||||||
| Net income in 2008 | 125,532 | 125,532 | ||||||||||||||||||||||
| Foreign currency translation | (388 | ) | (388 | ) | ||||||||||||||||||||
| Unrealized Investment Gains (Losses), net of tax | (1,657 | ) | (1,657 | ) | ||||||||||||||||||||
| Comprehensive income | 123,487 | |||||||||||||||||||||||
| Stock-based Compensation | 5,724 | 5,724 | ||||||||||||||||||||||
| Cash Dividends of $0.12 per common share | (8,566 | ) | (8,566 | ) | ||||||||||||||||||||
| Proceeds from exercise of stock options | 8 | 18,787 | (1,092 | ) | 17,703 | |||||||||||||||||||
| Proceeds from stock issued under Employee Stock Purchase Plan | 314 | 707 | 1,021 | |||||||||||||||||||||
| Cumulative effect of FIN 48 | (881 | ) | (881 | ) | ||||||||||||||||||||
| Repurchase of Common Shares for Treasury | (24,465 | ) | (24,465 | ) | ||||||||||||||||||||
| Balance at June 30, 2008 | 724 | 168,405 | 637,501 | (2,963 | ) | (37,241 | ) | 766,426 | ||||||||||||||||
| Comprehensive income: | ||||||||||||||||||||||||
| Net income in 2009 | 165,613 | 165,613 | ||||||||||||||||||||||
| Foreign currency translation | 8,972 | 8,972 | ||||||||||||||||||||||
| Reclassification Adjustment, net of tax | 6,378 | 6,378 | ||||||||||||||||||||||
| Unrealized Investment Gains (Losses), net of tax | (5,230 | ) | (5,230 | ) | ||||||||||||||||||||
| Comprehensive income | 175,733 | |||||||||||||||||||||||
| Stock-based Compensation | 7,550 | 7,550 | ||||||||||||||||||||||
| Cash Dividends of $0.16 per common share | (11,437 | ) | (11,437 | ) | ||||||||||||||||||||
| Proceeds from exercise of stock options | 5 | 12,510 | (358 | ) | 12,157 | |||||||||||||||||||
| Tax Benefit from Exercise of Stock Options | 8,131 | 8,131 | ||||||||||||||||||||||
| Proceeds from stock issued under Employee Stock Purchase Plan | 500 | 1,566 | 2,066 | |||||||||||||||||||||
| Repurchase of Common Shares for Treasury | (33,684 | ) | (33,684 | ) | ||||||||||||||||||||
| Balance at June 30, 2009 | $ | 729 | $ | 197,096 | $ | 791,677 | $ | 7,157 | $ | (69,717 | ) | $ | 926,942 | |||||||||||
| Common Stock | ||||||||||||||||||||||||
| Amount $.01 Par Value | Additional Paid-In Capital | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Treasury Stock | Total | |||||||||||||||||||
| (Dollars in thousands except per share amounts) | ||||||||||||||||||||||||
Balance at June 30, 2009 | $ | 729 | $ | 197,096 | $ | 791,677 | $ | 7,157 | $ | (69,717 | ) | $ | 926,942 | |||||||||||
Comprehensive income: | ||||||||||||||||||||||||
Net income in 2010 | 279,909 | 279,909 | ||||||||||||||||||||||
Foreign currency translation | 2,623 | 2,623 | ||||||||||||||||||||||
Unrealized Investment Gains (losses), net of tax | 116 | 116 | ||||||||||||||||||||||
|
| |||||||||||||||||||||||
Comprehensive income: | 282,648 | |||||||||||||||||||||||
|
| |||||||||||||||||||||||
Non-controlling Interest Fanor | (1,745 | ) | (1,745 | ) | ||||||||||||||||||||
Stock-based compensation | 10,148 | 10,148 | ||||||||||||||||||||||
Cash dividends of $0.20 per common share | (14,250 | ) | (14,250 | ) | ||||||||||||||||||||
Proceeds from exercise of stock options | 5 | 13,489 | (453 | ) | 13,041 | |||||||||||||||||||
Tax benefit from exercise of stock options | 3,283 | 3,283 | ||||||||||||||||||||||
Proceeds from stock issued under Employee Stock Purchase Plan | 193 | 804 | 997 | |||||||||||||||||||||
Repurchase of common shares for treasury | (41,683 | ) | (41,683 | ) | ||||||||||||||||||||
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Balance at June 30, 2010 | 734 | 224,209 | 1,055,591 | 9,896 | (111,049 | ) | 1,179,381 | |||||||||||||||||
Comprehensive Income: | ||||||||||||||||||||||||
Net income in 2011 | 330,403 | 330,403 | ||||||||||||||||||||||
Foreign currency translation | 5,646 | 5,646 | ||||||||||||||||||||||
Unrealized investment gains, net of tax | 187 | 187 | ||||||||||||||||||||||
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Comprehensive Income | 336,236 | |||||||||||||||||||||||
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Accretion of Noncontrolling Interest | (1,321 | ) | (1,321 | ) | ||||||||||||||||||||
Stock-based compensation | 14,251 | 14,251 | ||||||||||||||||||||||
Cash dividends of $0.24 per common share | (16,701 | ) | (16,701 | ) | ||||||||||||||||||||
Proceeds from exercise of stock options | 4 | 9,094 | (748 | ) | 8,350 | |||||||||||||||||||
Tax benefit from exercise of stock options | 800 | 800 | ||||||||||||||||||||||
Proceeds from stock issued under Employee Stock | ||||||||||||||||||||||||
Purchase Plan | 64 | 1,396 | 1,460 | |||||||||||||||||||||
Repurchase of common shares for treasury | (132,940 | ) | (132,940 | ) | ||||||||||||||||||||
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Balance at June 30, 2011 | 738 | 248,418 | 1,367,972 | 15,729 | (243,341 | ) | 1,389,516 | |||||||||||||||||
Comprehensive Income: | ||||||||||||||||||||||||
Net income in 2012 | 141,565 | 141,565 | ||||||||||||||||||||||
Foreign currency translation | (21,608 | ) | (21,608 | ) | ||||||||||||||||||||
Unrealized investment gains, net of tax | (10 | ) | (10 | ) | ||||||||||||||||||||
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Comprehensive Income | 119,947 | |||||||||||||||||||||||
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Accretion of Noncontrolling Interest | (671 | ) | (671 | ) | ||||||||||||||||||||
Stock-based compensation | 18,530 | 18,530 | ||||||||||||||||||||||
Cash dividends of $0.30 per common share | (19,878 | ) | (19,878 | ) | ||||||||||||||||||||
Proceeds from exercise of stock options | 3 | 6,130 | (1,179 | ) | 4,954 | |||||||||||||||||||
Tax benefit from exercise of stock options | 372 | 372 | ||||||||||||||||||||||
Proceeds from stock issued under Employee Stock | ||||||||||||||||||||||||
Purchase Plan | (488 | ) | 2,204 | 1,716 | ||||||||||||||||||||
Repurchase of common shares for treasury | (158,093 | ) | (158,093 | ) | ||||||||||||||||||||
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Balance at June 30, 2012 | $ | 741 | $ | 272,962 | $ | 1,488,988 | $ | (5,889 | ) | $ | (400,409 | ) | $ | 1,356,393 | ||||||||||
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The accompanying notes are an integral part of these consolidated financial statements.
Notes to Consolidated Financial Statements
NOTE 1: NATURE OF OPERATIONS
DeVry Inc. (“DeVry”) is a global provider of educational services and one of the largest publicly held education companiespublicly-held educational organizations in the world. DeVry’s wholly owned subsidiaries consist of:
Advanced Academics Inc.
Becker Professional Education
Chamberlain College of Nursing
American University of the Caribbean
DeVry University
Ross University Schools of
Medicine and Veterinary Medicine
Carrington Colleges Group, Inc.
In addition, DeVry owns a majority stake in Fanor;DeVry Brasil (formerly known as Fanor); a Brazilian based postsecondary education organization. These institutions offer degree and non-degree programs in business, healthcare and technology and serve students in secondary through postsecondary education as well as accounting and finance professionals.
DeVry University is one of the largest regionally accredited higher education systems in North America, offering associate, bachelor’s and master’s degree programs in technology; healthcare technology; business and management. At June 30, 2009,2012, DeVry University programs were offered at 94more than 90 locations in the United States and Canada and through DeVry University’s online platform.
Ross University comprises the Ross University School of Medicine with a campus in the Caribbean country of Dominica and a location in Freeport, Bahamas and the Ross University School of Veterinary Medicine (collectivelywith a campus in the Caribbean country of St. Kitts. The schools are collectively referred to as “Ross University”), with campuses in the Caribbean countries of Dominica and St. Kitts, respectively.. Ross University students complete their basic science curriculum in modern, fully equipped campuses in the Caribbean and complete their clinical education in U.S. teaching hospitals and veterinary schools under affiliation with Ross University.
American University of the Caribbean School of Medicine (“AUC”) operates a campus in the Caribbean country of Sint Maarten. Much like Ross University, students complete their basic science curriculum in a modern, fully equipped campus in the Caribbean and complete their clinical education in U.S. teaching hospitals and veterinary schools under affiliation with AUC.
Chamberlain College of Nursing (“Chamberlain”) through its 11 locations in St. Louis, Missouri; Columbus, Ohio; Addison, Illinois; Phoenix, Arizona; and Jacksonville, Florida;the United States; offers associate, bachelor’s and master’s degree programs in nursing. In addition, Chamberlain offers a bachelor’s degree completion program designed for registered nurses who have previously completed an associate degree or nursing diploma program. Non-clinical coursework is offered both on campus and online.
Carrington Colleges Group (“Carrington”) is comprised of Carrington College (formerly known as Apollo College,College), with 1011 campuses in sixseven western states, and Carrington College of California (formerly known as Western Career College (“Western”)College), with eightnine campuses in California. ApolloCarrington College offers degree and diploma programs in health care, dental, and veterinary career fields. WesternCarrington College of California provides career training in the areas of health care, graphics design and criminal justice. Non-clinical coursework is offered both on campus and online at both Apollo College and Western.
Becker Professional Education (“Becker”) prepares candidates for the Certified Public Accountant (“CPA”), Association of Chartered Certified Accounts (“ACCA”) and Chartered Financial AnalystInstitute of Management Accountants (“CFA”CIMA”) professional certification examinations, and offers continuing professional education programs and seminars in accounting and finance. These classes are taught in nearly 300 locations, including sites in 40 foreign countries and some DeVry University teaching sites.
Advanced Academics IncInc. (“AAI”) supplements traditional high school classroom programs through online course instruction using highly qualified teachers and a proprietary technology platform specifically designed for secondary education. AAI also operates virtual high schools in six states.
DeVry Brasil is based in Fortaleza, Ceará, Brazil, and is the parent organization of Faculdades Nordeste, Faculdade Ruy Barbosa, Faculdade FTE ÁREA1 and Faculdade FTE ÁREA1.Boa Viagem. These institutions operate fivesix campus locations in the cities of Salvador, Fortaleza and Fortaleza,Recife, and serve more than 10,00021,000 students through undergraduate and graduate programs in business management, law and engineering.
Principles of Consolidation
The consolidated financial statements include the accounts of DeVry and its wholly-owned and majority-owned domestic and foreign subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. Where our ownership interest is less than 100 percent, the minoritynoncontrolling ownership interests are reported on our consolidated balance sheet. The minoritynoncontrolling ownership interest in our earnings is classified as “Minority“Net Income Attributable to Noncontrolling Interest” in our Consolidated Statements of Income. Unless indicated, or the context requires otherwise, references to years refer to DeVry’s fiscal years.
Cash and Cash Equivalents
Cash and cash equivalents can include time deposits, high-grade commercial paper, money market funds and bankers acceptances with original maturities of three months or less. Short-term investment objectives are to minimize risk and maintain liquidity. These investments are stated at cost, which approximates market, because of their short duration or liquid nature. DeVry places its cash and temporary cash investments with high credit quality institutions. Cash and cash equivalent balances are generally in excess of the FDIC insurance limit. DeVry has not experienced any losses on its cash and cash equivalents.
Management periodically evaluates the creditworthiness of the security issuers and financial institutions with which it invests and maintains deposit accounts.
Financial Aid and Restricted Cash
Financial aid and assistance programs, in which most DeVry University, Ross University School of Medicine and Ross University School of Veterinary Medicine, American University of the Caribbean School of Medicine, Chamberlain, ApolloCarrington College and Western CareerCarrington College California students participate, are subject to political and governmental budgetary considerations. There is no assurance that such funding will be maintained at current levels. Extensive and complex regulations in the United States, Canada and CanadaBrazil govern all of the government financial assistance programs in which students participate. Administration of these programs is periodically reviewed by various regulatory agencies. Any regulatory violation could be the basis for disciplinary action, including the initiation of a suspension, limitation or termination proceeding.
A significant portion of revenue is received from students who participate in government financial aid and assistance programs. Restricted cash represents amounts received from the federal and state governments under various student aid grant and loan programs and, such restricted funds are held in separate bank accounts. Once the financial aid authorization and disbursement process for the student has been completed, the funds are transferred to unrestricted accounts, and these funds then become available for use in DeVry’s current operations. This authorization and disbursement process that precedes the transfer of funds generally occurs within the period of the academic term for which such funds were authorized.
In fiscal year 2009,2012, as part of continuing operations in Pennsylvania, DeVry was required to maintain a “minimum protective endowment” of at least $500,000. These funds are required as long as DeVry operates campuses in the state. DeVry accounts for these funds as restricted cash.
Marketable Securities and Investments
DeVry owns investments in marketable securities that have been designated as “available for sale” or “trading securities” in accordance with SFAS No. 115, “Accounting for Certain Investments in Debt and Equity Securities” (“SFAS 115”).authoritative guidance. Available for sale securities are carried at fair value with the unrealized gains and losses reported in the Consolidated Balance Sheets as a component of Accumulated Other Comprehensive Income (Loss). Trading securities are carried at fair value with unrealized gains and losses reported in the Consolidated Statements of Income as a component of Interest and Other income/(expense)Income (Expense).
Marketable securities and investments consist of auction-rate securities and put rights on these securities which are classified as trading securities and investments in mutual funds which are classified as available-for-sale securities. The following is a summary of our available-for-sale marketable securities at June 30, 20092012 (dollars in thousands):
| Gross Unrealized | ||||||||||||||||
| Cost | (Loss) | Gain | Fair Value | |||||||||||||
| Marketable Securities: | ||||||||||||||||
| Bond Mutual Fund | $ | 785 | $ | - | $ | 30 | $ | 815 | ||||||||
| Stock Mutual Funds | 1,961 | (853 | ) | - | 1,108 | |||||||||||
| Total Marketable Securities | $ | 2,746 | $ | (853 | ) | $ | 30 | $ | 1,923 | |||||||
| Gross Unrealized | ||||||||||||||||
| Cost | (Loss) | Gain | Fair Value | |||||||||||||
Marketable Securities: | ||||||||||||||||
Bond Mutual Fund | $ | 949 | $ | — | $ | 87 | $ | 1,036 | ||||||||
Stock Mutual Funds | 2,033 | (437 | ) | — | 1,596 | |||||||||||
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Total Marketable Securities | $ | 2,982 | $ | (437 | ) | $ | 87 | $ | 2,632 | |||||||
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Investments are classified as short-term if they are readily convertible to cash or have other characteristics of short-term investments such as highly liquid markets or maturities within one year. All mutual fund investments are recorded at fair market value based upon quoted market prices. At June 30, 2009,2012, all of the Bond and Stock mutual fund investments are held in a rabbi trust for the purpose of paying benefits under DeVry’s non-qualified deferred compensation plan.
As of June 30, 2009,2012, all unrealized losses in the above table have been in a continuous unrealized loss position for more than one year. When evaluating its investments for possible impairment, DeVry reviews factors such as length of time and extent to which fair value has been less than cost basis, the financial condition of the issuer, and DeVry’s ability and intent to hold the investment for a period of time that may be sufficient for anticipated recovery in fair value. The decline in value of the above investments is considered temporary in nature and, accordingly, DeVry does not consider these investments to be other-than-temporarily impaired as of June 30, 2009.
| Gross Unrealized | ||||||||||||||||
| Cost | (Loss) | Gain | Fair Value | |||||||||||||
| Investments: | ||||||||||||||||
| Auction Rate Securities (ARS) | $ | 59,475 | $ | (6,615 | ) | $ | - | $ | 52,860 | |||||||
| Put Rights on ARS | - | - | 5,391 | 5,391 | ||||||||||||
| Total Investments | $ | 59,475 | $ | (6,615 | ) | $ | 5,391 | $ | 58,251 | |||||||
Realized gains and losses are computed on the basis of specific identification and are included in Interest and Other income/(expense) in the Consolidated Statements of Income. DeVry has not recorded any realized gains or realized losses for fiscal 2009.2012. See Note 4 for further disclosures on the Fair Value of Financial Instruments.
DeVry University tuition revenues are recognized ratably on a straight-line basis over the applicable academic term. Ross University and AUC basic science curriculum revenues are recognized ratably on a straight-line basis over the academic term. The clinical portion of the Ross University and AUC education programprograms is conducted under the supervision of the U.S. teaching hospitals and veterinary schools. Ross University isand AUC are responsible for the billing and collection of tuition from its students during the period of clinical education. Revenues are recognized on a weekly basis based on actual education program attendance during the period of the clinical program. Fees paid to the hospitals and veterinary schools for supervision of Ross University and AUC students are charged to expense on the same basis. U.S. Education,Carrington, Chamberlain and FanorDeVry Brasil tuition and fee revenues are recognized ratably on a straight-line basis over the applicable academic term. AAI tuition and fee revenues are recognized ratably on a straight-line basis over the applicable course term or the license period depending on the type of contract. The provision for refunds, which is reported as a reduction to Tuition Revenues in the Consolidated Statements of Income, and the provision for uncollectible accounts, which is included in the Cost of Educational Services in the Consolidated Statements of Income, also are recognized in the same ratable fashion as revenue to most appropriately match these costs with the tuition revenue in that term.
Estimates of DeVry’s expected refunds are determined at the onset of each academic term, based upon actual experience in previous terms, and monitored and adjusted as necessary within the term. If a student leaves school prior to completing a term, federal, state and/or Canadian provincial regulations and accreditation criteria permit DeVry to retain only a set percentage of the total tuition received from such student, which varies with, but generally equals or exceeds, the percentage of the term completed by such student. Payment amounts received by DeVry in excess of such set percentages of tuition are refunded to the student or the appropriate funding source. All refunds are charged against revenue during the applicable academic term. ReservesThe allowance for uncollectible accounts is determined by analyzing the current aging of accounts receivable and historical loss rates on collections of accounts receivable. In addition, management considers projections of future receivable levels and collection loss rates. We perform this analysis periodically throughout the year. Provisions required to maintain the allowance at appropriate levels are analyzed periodicallycharged to expense in light of current collection and loss experience.each period as required. Related reserves with respect to uncollectible accounts and refunds totaled $55,118,000$58.9 million and $35,880,000$64.3 million at June 30, 20092012 and June 30, 2008,2011, respectively.
Sales of textbooks, electronic course materials, and other educational products, including training services and the Becker CD-ROMDVD product, are included in Other Educational Revenues in the Consolidated Statements of Income. Textbook, electronic course materials and other educational product revenues are recognized when the sale occurs. Revenues from training services, which are generally short-term in duration, are recognized when the training service is provided. In addition, fees from international licensees of the Becker programs are included in Other Educational Revenues and recognized in income when confirmation of course delivery is received.
Land, Buildings and Equipment
Land, buildings and equipment, including both purchased and internal-use software development costs, are recorded at acquisition cost. Cost also includes additions and those improvements that enhance performance, increase the capacity or lengthen the useful lives of the assets. Repairs and maintenance costs are expensed as incurred. Upon sale or retirement of an asset, the accounts are relieved of the cost and the related accumulated depreciation, with any resulting profit or loss included in income in the period incurred. Assets under construction are reflected in Construction in Progress until they are placed into service for their intended use. Interest is capitalized as a component of cost on major projects during the construction period.
Leasehold improvements are amortized using the straight-line method over the term of the lease or the estimated useful life of the asset, whichever is shorter. Leased property meeting certain criteria is capitalized, and the present value of the related lease payments is recorded as a liability. Amortization of capitalized leased assets is computed on the straight-line method over the term of the lease or the life of the related asset, whichever is shorter.
Depreciation is computed using the straight-line method over estimated service lives. These lives range from five to 31 years for buildings and leasehold improvements, and from three to eight years for computers, furniture and equipment.
Internal-Use Software Development Costs
DeVry capitalizes certain internal-use software development costs that are amortized using the straight-line method over the estimated lives of the software, not to exceed five years. Capitalized costs include external direct costs of equipment, materials and services consumed in developing or obtaining internal-use software and payroll-related costs for employees directly associated with the internal-use software development project. Capitalization of such costs ceases at the point at which the project is substantially complete and ready for its intended purpose. Capitalized internal-use software development costs for projects not yet complete are included as construction in progress in the Land, Buildings and Equipment section of the Consolidated Balance Sheets. Costs capitalized during fiscal years 2012, 2011 and 2010 were approximately $18.9 million, $25.3 million and $36.2 million, respectively. In all three years these costs were primarily related to Project DELTA (a new student information system for DeVry University and Chamberlain College of Nursing). As of June 30, 2012 and 2011, the net balance of capitalized software development costs was $74.7 million and $67.2 million, respectively.
Business Combinations, Intangible Assets and Goodwill
Intangible assets relate mainly to acquired business operations (see “Note 6-Business7 — Business Combinations”). These assets consist of the fair value of certain identifiable assets acquired. Goodwill represents the excess of the purchase price over the fair value of assets acquired less liabilities assumed.
In accordance with U.S. generally accepted accounting principles, goodwill and indefinite-lived intangibles arising from a business combination are not amortized and charged to expense over time. Instead, goodwill and indefinite-lived intangibles must be reviewed annually for impairment, or more frequently if circumstances arise indicating potential impairment. This impairment review was most recently completed as of May 31, 2009.2012. For goodwill, if the carrying amount of the reporting unit containing the goodwill exceeds the fair value of that reporting unit, an impairment loss is recognized to the extent the “implied fair value” of the reporting unit goodwill is less than the carrying amount of the goodwill.
For indefinite-lived intangible assets, if the carrying amount exceeds the fair value, an impairment loss is recognized in an amount equal to that excess. See “Note 7-Intangible8 — Intangible Assets” for results of DeVry’s required impairment analysis of its intangible assets and goodwill.
Intangible assets with finite lives are amortized over their expected economic lives, generally two to 15 years. Amortization of all intangible assets and certain goodwill is being deducted for tax reporting purposes over statutory lives.
DeVry expenses all curriculum development, new school opening and student recruiting costs as incurred.
Perkins Program Fund
DeVry University is required, under federal aid program regulations, to make contributions to the Perkins Student Loan Fund, most recently at a rate equal to 33% of new contributions by the federal government. No new federal contributions were received in fiscal 2009.years 2012 or 2011. DeVry carries its investment in such contributions at original values, net of allowances for expected losses on loan collections, of $2,562,000$2.6 million at June 30, 20092012 and 2008.2011. The allowance for future loan losses is based upon an analysis of actual
loan losses experienced since the inception of the program. As previous borrowers repay their Perkins loans, their payments are used to fund new loans, thus creating a revolving loan fund. The federal contributions to this revolving loan program do not belong to DeVry and are not recorded on its financial statements. Under current law, upon termination of the program by the federal government or withdrawal from future program participation by DeVry University, subsequent student loan repayments would be divided between the federal government and DeVry University to satisfy their respective cumulative contributions to the fund.
Fair Value of Financial Instruments
The carrying amounts reported in the Consolidated Balance Sheets for cash and cash equivalents, restricted cash, marketable securities and investments (see “Note 4 –— Fair Value of Financial Instruments”), accounts receivable, accounts payable, accrued expenses, and advanced and deferred tuition payments approximate fair value because of the immediate or short-term maturity of these financial instruments. All of DeVry’s current maturities and long-term debt (see “Note 11-Long-Term11 — Debt”) bear interest at a floating rate reset to current rates on a periodic basis not currently exceeding six months. Therefore, the carrying amount of DeVry’s long-term debt, if any, approximates fair value.
The financial position and results of operations of the Ross University’sUniversity School of Medicine and Ross University School of Veterinary Medicine and the AUC Caribbean operations are measured using the U.S. dollar as the functional currency. As such, there is no translation gain or loss associated with these operations. The financial positionDeVry Brasil, DeVry’s Canadian operations and results of operations of FanorBecker’s ATC and DeVry’s CanadianHong Kong operations are measured using the local currency as the functional currency. Assets and liabilities of the Fanor and Canadian operationsthese entities are translated to U.S. dollars using exchange rates in effect at the balance sheet dates. Income and expense items are translated at monthly average rates of exchange. The resultant translation adjustments are included in the component of Shareholders’ Equity designated as Accumulated Other Comprehensive Income (Loss). Transaction losses for the year ended June 30, 2009 totaled $0.9 million. Transaction gains or losses during the years June 30, 20082012, 2011 and 20072010 were not material.
Income Taxes
DeVry accounts for income taxes using the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences of temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. DeVry also recognizes future tax benefits associated with tax loss and credit carryforwards as deferred tax assets. DeVry’s deferred tax assets are reduced by a valuation allowance, when in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. DeVry measures deferred tax assets and liabilities using enacted tax rates in effect for the year in which DeVry expects to recover or settle the temporary differences. The effect of a change in tax rates on deferred taxes is recognized in the period that the change is enacted. DeVry reduces its net tax assets for the estimated additional tax and interest that may result from tax authorities disputing uncertain tax positions DeVry has taken.
Three of our subsidiaries, Ross University operating subsidiariesSchool of Medicine (the “Medical School”) incorporated under the laws of the Commonwealth of Dominica, Ross University School of Veterinary Medicine (the “Veterinary School”) incorporated under the laws of the Federation of St. Christopher, Nevis, St. Kitts in Dominicathe West Indies, and St. KittsDeVry Brasil incorporated under the laws of Brazil, all benefit from local tax incentives. The Medical and Veterinary Schools have agreements with theirthe respective governments that exempt them from local income taxation through the years 2043 and 2023, respectively. Also, respectively, while DeVry Brasil’s effective tax rate reflects benefits derived from their participation in PROUNI, a Brazilian program for providing scholarships to a portion of its undergraduate students.
DeVry intends to indefinitely reinvest existing cash balances, subsequentinternational earnings and cash flow in Ross University orto improve and expand facilities and operations at the Medical and Veterinary schools, and pursue other business opportunities outside the United States. Accordingly, noDeVry has not recorded a current provision for currentthe payment of U.S. income taxes is being recorded for income attributable toon these taxing jurisdictions.
Guarantees
Under its bylaws, DeVry has agreed to indemnify its officers and directors for certain events or occurrences while the officers or directors are performing at DeVry’s request in such capacity. The indemnification agreement period is for an officer’s or director’s lifetime. The maximum potential amount of future payments DeVry could be required to make under these indemnification agreements is unlimited; however, DeVry has a director and officer liability insurance policy that limits its exposure and enables it to recover a portion of any future amounts paid. Management believes the estimated fair value of these indemnification agreements is minimal. DeVry has no liabilities recorded for these agreements as of June 30, 20092012 and 2008.
Non-Controlling Interest
DeVry maintains an 83.5 percent ownership interest in DeVry Brasil with the remaining 16.5 percent owned by the current DeVry Brasil management group. Beginning January 2013, DeVry has used derivative financial instrumentsthe right to manageexercise a call option and purchase any remaining DeVry Brasil stock from DeVry Brasil management. Likewise, DeVry Brasil management has the right to exercise a put option and sell its exposureremaining ownership interest in DeVry Brasil to movementsDeVry. These options may become exercisable prior to January 2013 if DeVry Brasil’s management ownership interest falls below five percent. Since the put option is out of the control of DeVry, authoritative guidance requires the non-controlling interest, which includes the value of the put option, to be displayed outside of the equity section of the consolidated balance sheet.
The DeVry Brasil management put option is being accreted to its redemption value in interest rates. DeVry has not used any such financial instruments since the first quarter of fiscal 2006. The use of these financial instruments modifies the exposure of these risksaccordance with the intentstock purchase agreement. The adjustment to reduceincrease or decrease the riskput option to DeVry.its expected redemption value each reporting period is recorded to retained earnings in accordance with United States Generally Accepted Accounting Principles. The adjustment to increase or decrease the DeVry does not use financial instruments for trading purposes, nor does it use leveraged financial instruments. Credit risk related to derivative financial instruments is considered minimal and is managed by requiring periodic settlements and high credit standardsBrasil non-controlling interest each reporting period for its counterparties.
The following is a reconciliation of the offset or hedging relationship. Any ineffectiveness in a hedging relationship is recognized immediately in earnings.
| Year Ended June 30, | ||||||||
| 2012 | 2011 | |||||||
Balance at Beginning of Period | $ | 6,755 | $ | 5,007 | ||||
Net Income Attributable to Non-controlling Interest | 816 | 427 | ||||||
Accretion of Non-controlling Interest Put Option | 671 | 1,321 | ||||||
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Balance at End of Period | $ | 8,242 | $ | 6,755 | ||||
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Earnings per Common Share
Basic earnings per share is computed by dividing net income by the weighted average number of common shares outstanding during the period. Diluted earnings per share is computed by dividing net income by the weighted average number of shares assuming dilution. Dilutive shares are computed using the Treasury Stock Method and reflect the additional shares that would be outstanding if dilutive stock options were exercised during the period. Excluded from the June 30, 2009, 20082012, 2011 and 20072010 computations of diluted earnings per share were options to purchase 426,000, 495,0001,608,000, 1,210,000 and 915,000759,000 shares of common stock, respectively. These outstanding options were excluded because the option exercise prices were greater than the average market price of the common shares;shares or the assumed proceeds upon exercise under the Treasury Stock Method resulted in the repurchase of more shares than would be issued; thus, their effect would be anti-dilutive.
The following is a reconciliation of basic shares to diluted shares.
| Years Ended June 30, | ||||||||||||
| 2009 | 2008 | 2007 | ||||||||||
| (in thousands) | ||||||||||||
| Basic shares | 71,515 | 71,277 | 70,909 | |||||||||
| Effect of Dilutive Stock Options and Restricted Shares | 1,001 | 1,129 | 491 | |||||||||
| Diluted Shares | 72,516 | 72,406 | 71,400 | |||||||||
| Years Ended June 30, | ||||||||||||
| 2012 | 2011 | 2010 | ||||||||||
Weighted Average Shares Outstanding | 66,752 | 69,608 | 71,140 | |||||||||
Unvested participating Restricted Shares | 424 | 295 | 192 | |||||||||
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Basic Shares | 67,176 | 69,903 | 71,332 | |||||||||
Effect of Dilutive Stock Options | 529 | 717 | 935 | |||||||||
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Diluted Shares | 67,705 | 70,620 | 72,267 | |||||||||
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Treasury Stock
DeVry’s Board of Directors has authorized stock repurchase programs on twoseven occasions (see “Note 5 –6 — Dividends and Stock Repurchase Program”). The first six repurchase program wasprograms are all completed in April 2008.as of June 2012. The secondseventh repurchase program was approved by the DeVry Board of Directors on November 2, 2011, and it was commenced in May 2008.late December 2011. Shares that are repurchased by DeVry are recorded as Treasury Stock at cost and result in a reduction of Shareholders’ Equity.
From time to time, shares of its common stock are delivered back to DeVry under a swap arrangement resulting from employees’ exercise of incentive stock options pursuant to the terms of the DeVry Stock Incentive Plans (see “Note 3 –— Stock-Based Compensation”). These shares are recorded as Treasury Stock at cost and result in a reduction of Shareholders’ Equity.
Treasury shares are reissued on a monthly basis at market value, to the DeVry Employee Stock Purchase Plan in exchange for employee payroll deductions. In the first quarter of fiscal year 2009, 21,575 treasury shares were resold at a 10% discount to market value to three employees of U.S. Education Corporation (“U.S. Education”) upon the acquisition of that business (see “Note 6 – Business Combinations”). When treasury shares are reissued, DeVry uses an average cost method to reduce the Treasury Stock balance. Gains on the difference between the average cost and the reissuance price are credited to Additional Paid-in Capital. Losses on the difference are charged to Additional Paid-in Capital to the extent that previous net gains from reissuance are included therein; otherwise such losses are charged to Retained Earnings.
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the amounts of revenues and expenses during the reported period. Actual results could differ from those estimates.
Accumulated Other Comprehensive Income (Loss)
Accumulated Other Comprehensive (Loss) Income (Loss) is composedcomprised of the change in cumulative translation adjustment and unrealized gains and losses on available-for-sale marketable securities, net of the effects of income taxes. The following are the amounts recorded in Accumulated Other Comprehensive (Loss) Income (Loss) for the years ended June 30, 2009, 20082012, 2011 and 20072010 (dollars in thousands).
| Year Ended June 30, | ||||||||||||
| 2009 | 2008 | 2007 | ||||||||||
| Balance at Beginning of Period | $ | (2,963 | ) | $ | (918 | ) | $ | (424 | ) | |||
| Net Unrealized Investment Losses | (5,230 | ) | (1,657 | ) | - | |||||||
| Net Unrealized Investment Losses Recognized | 6,378 | - | - | |||||||||
| Translation Adjustments | 8,972 | (388 | ) | (494 | ) | |||||||
| Balance at End of Period | $ | 7,157 | $ | (2,963 | ) | $ | (918 | ) | ||||
| Year Ended June 30, | ||||||||||||
| 2012 | 2011 | 2010 | ||||||||||
Balance at Beginning of Period | $ | 15,729 | $ | 9,896 | $ | 7,157 | ||||||
Net Unrealized Investment (Losses) Gains | (10 | ) | 187 | 116 | ||||||||
Translation Adjustments: | ||||||||||||
Attributable to DeVry Inc. | (17,793 | ) | 4,411 | 1,970 | ||||||||
Attributable to Non-controlling Interest | (3,815 | ) | 1,235 | 653 | ||||||||
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Balance at End of Period | $ | (5,889 | ) | $ | 15,729 | $ | 9,896 | |||||
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The Accumulated Other Comprehensive (Loss) Income (Loss) balance at June 30, 2009,2012, consists of $7,666,000$5.7 million ($5.0 million attributable to DeVry Inc. and $0.7 million attributable to non-controlling interests) of cumulative translation gainslosses and $509,000$0.2 million of unrealized losses on available-for-sale marketable securities, net of tax of $314,000.$0.1 million and all attributable to DeVry Inc. At June 30, 2008,2011, this balance consisted of $1,306,000$15.9 million of cumulative translation lossesgains ($12.8 million attributable to DeVry Inc. and $1,657,000$3.1 million attributable to non-controlling interests) and $0.2 million of unrealized losses on available-for-sale marketable securities, net of tax of $1,036,000.
Advertising Expense
Advertising costs are recognized as expense in the period in which materials are purchased or services are performed. Advertising expense, which is included in student services and administrative expense in the Consolidated Statements of Income, was $179.4$274.2 million, $135.1$252.7 million, and $112.6$224.1 million for the fiscal years ended June 30, 2009, 20082012, 2011 and 2007,2010, respectively. U.S. Education, which was acquired on September 18, 2008, accounted for a significant portion of theThe increase in advertising expense. Investmentsexpense in fiscal year 2012 was the result of investments in marketing initiatives to increase enrollments accounted for the remaining increase.
Recent Accounting Pronouncements
In December 2007,July 2012, the FASB issued Statementauthoritative guidance which amends the application of Financial Accounting Standards No. 141R, “Business Combinations” (“SFAS 141R”). SFAS 141R retains the fundamental requirementsexisting guidance on testing indefinite-lived intangible assets for impairment. The amended guidance will allow, but not require, an initial assessment of Statement of Financial Accounting Standards No. 141 (“SFAS 141”)qualitative factors to determine whether it is more likely than not that the acquisition methodfair value of accountingan indefinite-lived intangible asset is less than its carrying amount for purposes of determining whether it is necessary to perform further asset impairment testing. This guidance will be usedeffective for all business combinations. SFAS 141R also retains theour interim and annual impairment tests performed for reporting periods beginning July 1, 2013. Application of this guidance in SFAS 141 for identifying and recognizing intangible assets separately from goodwill. However, the new accounting requirements of SFAS 141R will change how business acquisitions are accounted for and will impactnot have a significant effect on DeVry’s consolidated financial statements both on the acquisition date and in subsequent periods. For DeVry, SFAS 141R is effective beginning in fiscal year 2010 and will impact the accounting for any acquisitions DeVry may complete beginning in that fiscal year.
In December 2007,September 2011, the FASB issued Statementauthoritative guidance which amends the application of Financial Accounting Standards No. 160, “Noncontrolling Interests in Consolidated Financial Statementsexisting guidance on testing goodwill for impairment. The amended guidance will allow, but not require, an Amendmentinitial assessment of ARB number 51” (“SFAS 160”). SFAS 160 establishes accounting and reporting standardsqualitative factors to improvedetermine whether it is more likely than not that the relevance, comparability and transparency of the financial information provided in a company’s financial statements as it relates to minority interests in the equityfair value of a subsidiary. These minority interestsreporting unit is less than its carrying amount for purposes of determining whether it is necessary to perform further goodwill impairment testing. This guidance will be recharacterized as noncontrolling interestseffective for our interim and classified as a componentannual impairment tests performed for reporting periods beginning July 1, 2012. Application of equity. For DeVry, SFAS 160 is effective beginning in fiscal year 2010. DeVry doesthis guidance will not expect that the adoption of SFAS 160 will have a material impactsignificant effect on itsDeVry’s consolidated financial statements.
In March 2008,June 2011, the FASB issued Statementauthoritative guidance updating the disclosure requirements for Comprehensive Income. This update requires total comprehensive income, the components of Financial Accounting Standards No. 161, “Disclosures about Derivative Instrumentsnet income and Hedging Activities, an Amendmentthe components of other comprehensive income to be presented either in a single continuous statement or in two separate but consecutive statements. This guidance will be effective for our interim and annual reporting periods beginning July 1, 2012. The application of this guidance will require presentation of comprehensive income on a consolidated financial statement which is different than it is currently presented.
In May 2011, the FASB Statement No. 133” (“SFAS 161”). SFAS 161 requires enhanced disclosures about an entity’s derivativeissued authoritative guidance clarifying the application of existing fair value measurements and hedging activities and thereby improves the transparency of financial reporting. For DeVry, SFAS 161disclosure requirements. This guidance was effective for our interim and annual reporting periods beginning in the third quarterJanuary 1, 2012. Application of fiscal year 2009. The adoption of SFAS 161this guidance did not have a material impactsignificant effect on DeVry’s consolidated financial statements as DeVry does not currently maintain significant derivative instruments or engage in hedging activities.
NOTE 3: STOCK-BASED COMPENSATION
DeVry maintains four stock-based award plans: the 1994 Stock Incentive Plan, the 1999 Stock Incentive Plan, the 2003 Stock Incentive Plan and the 2005 Incentive Plan. Under these plans, directors, key executives and managerial employees are eligible to receive incentive stock or nonqualified options to purchase shares of DeVry’s common stock. The 2005 Incentive Plan also permits the award of stock appreciation rights, restricted stock, performance stock and other stock and cash based compensation. TheThough options remain outstanding under the 1994 and 1999 andStock Incentive Plans, no further stock based awards will be issued from these plans. The 2003 Stock Incentive Plans and the 2005 Incentive Plan are administered by the Compensation Committee of the Board of Directors. Options are granted for terms of up to 10 years and can vest immediately or over periods of up to five years. The requisite service period is equal to the vesting period. The option price under the plans is the fair market value of the shares on the date of the grant.
DeVry accounts for options granted to retirement eligible employees that fully vest upon an employees’ retirement under the non-substantive vesting period approach to these options. Under this approach, the entire compensation cost is recognized at the grant date for options issued to retirement eligible employees.
At June 30, 2009, 5,279,8292012, 7,026,324 authorized but unissued shares of common stock were reserved for issuance under DeVry’s stock incentive plans.
Stock-based compensation cost is measured at grant date, based on the fair value of the award, and is recognized as expense over the employee requisite service period, reduced by an estimated forfeiture rate.
The following is a summary of options activity for the fiscal year ended June 30, 2009:
Options Outstanding | Weighted Average Exercise Price | Weighted Average Remaining Contractual Life | Aggregate Intrinsic Value ($000) | |||||||||||||
| Outstanding at July 1, 2008 | 3,039,796 | $ | 26.19 | |||||||||||||
| Options Granted | 433,283 | $ | 51.40 | |||||||||||||
| Options Exercised | (528,530 | ) | $ | 23.06 | ||||||||||||
| Options Canceled | (63,145 | ) | $ | 27.49 | ||||||||||||
| Outstanding at June 30, 2009 | 2,881,404 | $ | 30.51 | 6.40 | $ | 57,100 | ||||||||||
| Exercisable at June 30, 2009 | 1,528,041 | $ | 25.46 | 4.95 | $ | 37,697 | ||||||||||
| Options Outstanding | Weighted Average Exercise Price | Weighted Average Remaining Contractual Life | Aggregate Intrinsic Value ($000) | |||||||||||||
Outstanding at July 1, 2011 | 2,781,536 | $ | 35.18 | |||||||||||||
Options Granted | 472,525 | $ | 41.46 | |||||||||||||
Options Exercised | (226,608 | ) | $ | 27.18 | ||||||||||||
Options Canceled | (87,681 | ) | $ | 43.67 | ||||||||||||
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Outstanding at June 30, 2012 | 2,939,772 | $ | 36.37 | 5.84 | $ | 8,339 | ||||||||||
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Exercisable at June 30, 2012 | 1,794,603 | $ | 32.47 | 4.45 | $ | 8,336 | ||||||||||
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The total intrinsic value of options exercised for the years ended June 30, 2009, 20082012, 2011 and 20072010 was $15,868,000, $21,122,000$4.2 million, $7.5 million and $8,266,000,$16.8 million, respectively.
The fair value of DeVry’s stock-based awards was estimated using a binomial model. This model uses historical cancellation and exercise experience of DeVry to determine the option value. It also takes into account the illiquid nature of employee options during the vesting period.
The weighted average estimated grant date fair values as defined by SFAS 123(R), for options granted at market price under DeVry’s stock option plans during fiscal years 2009, 20082012, 2011 and 20072010 were $23.54, $16.41$17.31, $16.53 and $10.58,$23.11, per share, respectively. The fair values of DeVry’s stock option awards were estimated assuming the following weighted average assumptions:
| Fiscal Year | ||||||||||||
| 2009 | 2008 | 2007 | ||||||||||
| Expected Life (in Years) | 6.79 | 6.60 | 6.67 | |||||||||
| Expected Volatility | 41.57 | % | 39.33 | % | 41.51 | % | ||||||
| Risk-free Interest Rate | 3.39 | % | 4.34 | % | 4.57 | % | ||||||
| Dividend Yield | 0.23 | % | 0.32 | % | 0.46 | % | ||||||
| Pre-vesting Forfeiture Rate | 5.00 | % | 5.00 | % | 4.00 | % | ||||||
| Fiscal Year | ||||||||||||
| 2012 | 2011 | 2010 | ||||||||||
Expected life (in years) | 6.65 | 6.67 | 6.77 | |||||||||
Expected volatility | 42.27 | % | 41.88 | % | 41.06 | % | ||||||
Risk-free interest rate | 1.52 | % | 1.99 | % | 3.02 | % | ||||||
Dividend yield | 0.38 | % | 0.29 | % | 0.31 | % | ||||||
Pre-vesting forfeiture rate | 5.00 | % | 5.00 | % | 5.00 | % | ||||||
The expected life of the options granted is based on the weighted average exercise life with age and salary adjustment factors from historical exercise behavior. DeVry’s expected volatility is computed by combining and weighting the implied market volatility, the most recent volatility over the expected life of the option grant, and DeVry’s long-term historical volatility. The pre-vesting forfeiture rate is based on DeVry’s historical stock option forfeiture experience. The pre-vesting forfeiture assumption increased to 5.0% during fiscal year 2008 from 4.0% used in previous periods due to an increase in employee turnover.
If factors change and different assumptions are employed in the applicationvaluation of SFAS 123(R)stock-based awards in future periods, the stock-based compensation expense that DeVry records may differ significantly from what was recorded in the previous period.
During the fiscal year 2009,2012, DeVry granted 84,616324,690 shares of restricted stock to selected employees. Theseemployees and non-employee directors. Of these, 64,710 are performance based shares which are earned by the recipients over a three year period based on achievement of specified DeVry return on invested capital targets. The remaining 259,980 shares and all other previously granted shares of restricted stock are subject to restrictions which lapse ratably over athree and four-year period fromperiods on the grant anniversary date based on the recipient’s continued service on the Board of Directors or employment with DeVry, or upon retirement. During the restriction period, the recipient of the non-performance based shares shall have a beneficial interest in the restricted stock and all associated rights and privileges of a stockholder, including the right to vote and receive dividends. These rights do not pertain to the performance based shares. The following is a summary of restricted stock activity for the fiscal year ended June 30, 2009:
Restricted Stock Outstanding | Weighted Average Grant Date Fair Value | |||||||
| Nonvested at July 1, 2008 | - | $ | - | |||||
| Shares Granted | 84,616 | $ | 51.28 | |||||
| Shares Vested | - | $ | - | |||||
| Shares Canceled | (1,752 | ) | $ | 51.23 | ||||
| Nonvested at June 30, 2009 | 82,864 | $ | 51.28 | |||||
| Restricted Stock Outstanding | Weighted Average Grant Date Fair Value | |||||||
Nonvested at July 1, 2011 | 437,374 | $ | 44.20 | |||||
Shares Granted | 324,690 | $ | 40.45 | |||||
Shares Vested | (98,672 | ) | $ | 45.83 | ||||
Shares Cancelled | (44,131 | ) | $ | 43.06 | ||||
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Nonvested at June 30, 2012 | 619,261 | $ | 42.06 | |||||
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The following table shows total stock-based compensation expense included in the Consolidated Statement of Earnings:
| For the Year Ended June 30, | ||||||||||||
| 2009 | 2008 | 2007 | ||||||||||
| (Dollars in thousands) | ||||||||||||
| Cost of Educational Services | $ | 2,416 | $ | 1,832 | $ | 1,737 | ||||||
| Student Services and Administrative Expense | 5,134 | 3,892 | 3,691 | |||||||||
| Income Tax Benefit | (1,540 | ) | (962 | ) | (1,090 | ) | ||||||
| Net Stock-Based Compensation Expense | $ | 6,010 | $ | 4,762 | $ | 4,338 | ||||||
| For the Year Ended June 30, | ||||||||||||
| 2012 | 2011 | 2010 | ||||||||||
| (Dollars in thousands) | ||||||||||||
Cost of Educational Services | $ | 5,929 | $ | 4,560 | $ | 3,247 | ||||||
Student Services and Administrative Expense | 12,601 | 9,691 | 6,901 | |||||||||
Income Tax Benefit | (5,998 | ) | (4,259 | ) | (2,907 | ) | ||||||
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Net Stock-Based Compensation Expense | $ | 12,532 | $ | 9,992 | $ | 7,241 | ||||||
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During the fourth quarter DeVry recorded an out of period adjustment of $2.0 million of incremental stock compensation expense to correct the attribution of expense for retirement eligible individuals. The impact on prior quarters in the year ended 2012 and on prior years was immaterial.
As of June 30, 2009, $18.42012, $22.2 million of total pre-tax unrecognized compensation costs related to non-vested awards is expected to be recognized over a weighted average period of 3.02.4 years. The total fair value of options vested during the years ended June 30, 2009, 20082012, 2011 and 20072010 was approximately $5.4$9.2 million, $4.9$7.2 million and $5.0$6.6 million, respectively.
There were no capitalized stock-based compensation costs at June 30, 20092012 and 2008.
DeVry has an established practice of issuing new shares of common stock to satisfy share option exercises. However, DeVry also may issue treasury shares to satisfy option exercises under certain of its plans.
DeVry adopted SFAS No. 157, Fair Value Measurements (SFAS No. 157). In accordance with Financial Accounting Standards Board Staff Position No. FAS 157-2, Effective Date of FASB Statement No. 157 (FSP 157-2), DeVry deferred the adoption of SFAS No. 157 for our nonfinancialhas elected not to measure any assets or liabilities at fair value other than those required to be measured at fair value on a recurring basis and nonfinancial liabilities, including long-lived assets measured at fair value on a non-recurring basis such as goodwill and intangible assets, until July 1, 2009. The adoption of SFAS No. 157 did not have a material impact on our fair value measurements.
Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly” (FSP No. 157-4). FSP No. 157-4 provides additional guidance for estimating fair value in accordance with SFAS No. 157, when the volume and level of activity for the asset or liability have significantly decreased. FSP No. 157-4 also includes guidance on identifying circumstances that indicate a transaction is not orderly. Also in April 2009, the FASB issued FSP No. 115-2, “Recognition and Presentation of Other-Than-Temporary Impairments” (FSP No. 115-2). FSP 115-2 establishes a new method of recognizing and reporting other-than-temporary impairments of debt securities and contains additional disclosure requirements. Both FSP No. 157-4 and FSP No. 115-2 were effective for DeVry as of April 1, 2009. Management has fully considered this guidance when determining the fair value of our financial assets as of June 30, 2009.
Level 1 – 1—Quoted prices for identical instruments in active markets.
Level 2–2 — Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs or significant value-drivers are observable in active markets.
Level 3 –— Model-derived valuations in which one or more significant inputs or significant value-drivers are unobservable.
When available, DeVry uses quoted market prices to determine fair value, and such measurements are classified within Level 1. In some cases where market prices are not available, DeVry makes use of observable market based inputs to calculate fair value, in which case the measurements are classified within Level 2. If quoted or observable market prices are not available, fair value is based upon internally developed models that use, where possible, current market-based parameters such as interest rates and yield curves. These measurements are classified within Level 3.
Fair value measurements are classified according to the lowest level input or value-driver that is significant to the valuation. A measurement may therefore be classified within Level 3 even though there may be significant inputs that are readily observable.
During fiscal 2012, it was determined that the goodwill and the indefinite-lived intangible asset of the Carrington Colleges Group, Inc. (Carrington) and Advanced Academics Inc. (AAI) reporting units had been impaired.
To determine the fair value of the Carrington and AAI indefinite-lived intangible assets and AAI reporting units in our step one impairment analysis, a discounted cash flow valuation method was utilized incorporating assumptions that a reasonable market participant would use regarding the impact of the current operating losses and the increased uncertainty impacting future operations. We used significant unobservable inputs (Level 3) in our discounted cash flow valuation including future cash flow projections and discount rate assumptions.
Management’s impairment analysis resulted in an estimated fair value for the Carrington Accreditation and Title IV Eligibility intangible asset of $71.1 million which was $41.2 million less than its carrying value. Based on a calculation of the estimated fair value of the Carrington reporting unit and a hypothetical purchase price allocation which included the estimated fair value of the Accreditation and Title IV Eligibility intangible asset, management determined the Carrington reporting unit would have implied goodwill of $151.9 million. This was $33.8 million less than the carrying value of this reporting unit. Accordingly, Carrington’s Accreditation and Title IV Eligibility indefinite-lived intangible assets and the goodwill balance were considered to be impaired and were written down by $41.2 million and $33.8 million, respectively, in the second quarter of fiscal 2012.
Management’s impairment analysis resulted in an estimated fair value for the AAI reporting unit that was less than its carrying value by approximately $20 million. This difference was greater than the balance of AAI’s combined intangible assets and goodwill. As a result, management determined the indefinite-lived intangible asset and goodwill were considered to be impaired and should have zero balances. Accordingly, AAI’s Trade Name indefinite-lived intangible asset and the goodwill balance were written down by $1.3 million and $17.1 million, respectively, in the fourth quarter of fiscal 2012
The following tables present DeVry’s financial assets at June 30, 2009,2012, that are measured at fair value on a recurring basis and are categorized using the fair value hierarchy (dollars in thousands).
| Level 1 | Level 2 | Level 3 | ||||||||||
| Cash and Cash Equivalents | $ | 165,202 | $ | - | $ | - | ||||||
| Available for Sale Investments: | ||||||||||||
| Marketable Securities, short-term | 1,923 | - | - | |||||||||
| Investments: | ||||||||||||
| ARS Portfolio | 52,860 | |||||||||||
| UBS Put Right | - | - | 5,391 | |||||||||
| Total Financial Assets at Fair Value | $ | 167,125 | $ | - | $ | 58,251 | ||||||
| Level 1 | Level 2 | Level 3 | ||||||||||
Cash and Cash Equivalents | $ | 174,076 | $ | — | $ | — | ||||||
Available for Sale Investments: | ||||||||||||
Marketable Securities, short-term | 2,632 | — | — | |||||||||
ATC Earn-out Liability | — | — | 4,361 | |||||||||
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Total Financial Assets at Fair Value | $ | 176,708 | $ | — | $ | 4,361 | ||||||
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Cash Equivalents and investments in short-term Marketable Securities are valued using a market approach based on the quoted market prices of identical instruments. Investments consist of auction rate securities and put rights on the auction rate securities. Both areThe ATC earn-out liability is valued using standard present value techniques and a discounted cash flow model using assumptions that, in management’s judgment, reflect the assumptionsdiscount rate of 6.2% which management considers a marketplacereasonable market participant would use. Significant unobservable inputs include collateralization of the respective underlying security, credit worthiness of the issuerassume for this type liability and duration for holding the security.duration. See “Note 2-Summary Of Significant Accounting Policies-Marketable Securities and Investments”7: Business Combinations” for further information on this liability.
The fair value of the institutional loans receivable included in Accounts Receivable, net and Other Assets on the Consolidated Balance Sheet as of June 30, 2012 is estimated by discounting the future cash flows using current rates for similar arrangements. As of June 30, 2012, the carrying value and the estimated fair value of these investments.
Below is a roll-forward of assets measured at fair value using Level 3 inputs for the twelve months ended June 30, 20092012 (dollars in thousands).
Investments For the Year Ended June 30, 2009 | ||||
| Balance at Beginning of Period | $ | 57,171 | ||
| Total Unrealized Gains (Losses) Included in Income: | ||||
| Change in Fair Value of ARS Portfolio | 3,702 | |||
| Change in Fair Value of UBS Put Right | 5,391 | |||
| Transfer of ARS to Trading Security | (10,317 | ) | ||
| Net Charged to Other Comprehensive Income (Loss) (1) | 2,304 | |||
| Purchases, Sales and Maturities | - | |||
| Balance at June 30, 2009 | $ | 58,251 | ||
| Long-Term Liabilities | ||||
| For the Year Ended June 30, 2012 | ||||
Balance at Beginning of Period | $ | 4,352 | ||
Total Realized (Gains) Losses Included in Income: | ||||
Interest Expense Accretion | 264 | |||
Foreign Currency Translation Gain | (255 | ) | ||
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Balance at June 30, 2012 | $ | 4,361 | ||
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NOTE 5: FINANCING RECEIVABLES
DeVry’s institutional loan programs are available to students at its DeVry University, Chamberlain College of Nursing, Carrington College and Carrington College of California schools as well as selected students at Ross University School of Medicine. These loan programs are designed to assist students who are unable to completely cover educational costs by other means. These loans may be used for tuition, books, and fees, and are available only after all other student financial assistance has been applied toward those purposes. In addition, Ross University School of Medicine and Ross University School of Veterinary Medicine loans may be used for students’ living expenses. Repayment plans for institutional loan program balances are developed to address the financial circumstances of the particular student. Interest charges accrue each month on the unpaid balance. After a student leaves school, the student typically will have a monthly installment repayment plan with all balances due within 12 to 60 months. In addition, the Becker CPA Review Course can be financed through Becker with a zero percent, 18-month term loan.
Reserves for uncollectible loans are determined by analyzing the current aging of accounts receivable and historical loss rates of loans at each educational institution. In addition, management considers projections of future receivable levels and collection loss rates. Management performs this analysis periodically throughout the year. Since all of DeVry’s financing receivables are generated through the extension of credit to students to fund educational costs, all such receivables are considered part of the same loan portfolio.
The following table details the institutional loan balances along with the related allowances for credit losses as of June 30, 2012 and 2011.
Gross Institutional Student Loans Allowance for Credit Losses Balance at Beginning of Period Charge-offs Recoveries Additional Provision Balance at End of Period Net Institutional Student Loans As of June 30, 2012 2011 (Dollars in thousands) $ 54,779 $ 50,025 (20,284 ) (16,652 ) 10,612 10,222 (457 ) (329 ) (8,132 ) (13,525 ) (18,261 ) (20,284 ) $ 36,518 $ 29,741
Of the net balances above, $19.6 million and $18.4 million were classified as Accounts Receivable, Net in the Consolidated Balance Sheets at June 30, 2012 and 2011, respectively, and $16.9 million and $11.3 million, representing amounts due beyond one year, were classified in the Consolidated Balance Sheets as Other Assets at June 30, 2012 and 2011, respectively.
The following tables detail the credit risk profiles of the institutional student loan balances based on payment activity and provide an aging analysis of past due institutional student loans as of June 30, 2012 and 2011. Loans are considered nonperforming if they are more than 120 days past due (dollars in thousands).
| As of June 30, | ||||||||
| 2012 | 2011 | |||||||
Institutional Student Loans: | ||||||||
Performing | $ | 41,704 | $ | 37,168 | ||||
Nonperforming | 13,075 | 12,857 | ||||||
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Total Institutional Student Loans | $ | 54,779 | $ | 50,025 | ||||
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| 30-59 Days Past Due | 60-89 Days Past Due | 90-119 Days Past Due | Greater Than 120 Days Past Due | Total Past Due | Current | Total Institutional Student Loans | ||||||||||||||||||||||
Institutional Student Loans: | ||||||||||||||||||||||||||||
June 30, 2012 | $ | 3,803 | $ | 1,587 | $ | 1,269 | $ | 13,075 | 19,734 | $ | 35,045 | $ | 54,779 | |||||||||||||||
June 30, 2011 | $ | 3,405 | $ | 1,705 | $ | 1,444 | $ | 12,857 | 19,411 | $ | 30,614 | $ | 50,025 | |||||||||||||||
NOTE 6: DIVIDENDS AND STOCK REPURCHASE PROGRAM
During fiscal years 20082012 and 2009,2011, DeVry’s Board of Directors declared the following cash dividends:
Declaration Date | Record Date | Payment Date | Dividend Per Share | Total Dividend Amount (In Thousands) | ||||||||||
| Nov. 7, 2007 | Dec. 14, 2007 | Jan. 4, 2008 | $ | 0.06 | $ | 4,283 | ||||||||
| May 13, 2008 | June 19, 2008 | July 10, 2008 | $ | 0.06 | $ | 4,283 | ||||||||
| Nov. 13, 2008 | Dec. 12, 2008 | Jan. 9, 2009 | $ | 0.08 | $ | 5,732 | ||||||||
| May 13 2009 | June 16, 2009 | July 9, 2009 | $ | 0.08 | $ | 5,705 | ||||||||
Declaration Date | Record Date | Payment Date | Dividend Per Share | Total Dividend Amount | ||||||||
| (In Thousands) | ||||||||||||
November 11, 2010 | December 10, 2010 | January 7, 2011 | $ | 0.12 | $ | 8,412 | ||||||
May 20, 2011 | June 20, 2011 | July 12, 2011 | $ | 0.12 | $ | 8,284 | ||||||
November 2, 2011 | December 8, 2011 | January 10, 2012 | $ | 0.15 | $ | 10,085 | ||||||
May 14, 2012 | June 21, 2012 | July 12, 2012 | $ | 0.15 | $ | 9,794 | ||||||
The dividend paid on July 9, 200912, 2012 of $5.7$9.8 million was recorded as a reduction to retained earnings as of June 30, 2009.2012. Future dividends will be at the discretion of the Board of Directors.
DeVry has repurchased shares under the following programs as of June 30, 2012:
Date Authorized | Shares Repurchased | Total Cost (millions) | ||||||
November 15, 2006 | 908,399 | $ | 35.0 | |||||
May 13, 2008 | 1,027,417 | 50.0 | ||||||
November 11, 2009 | 972,205 | 50.0 | ||||||
August 11, 2010 | 1,103,628 | 50.0 | ||||||
November 10, 2010 | 968,105 | 50.0 | ||||||
May 20, 2011 | 2,396,143 | 100.0 | ||||||
November 2, 2011 | 2,005,373 | 66.4 | ||||||
|
|
|
| |||||
Totals | 9,381,270 | $ | 401.4 | |||||
|
|
|
| |||||
On May 13, 2008,20, 2011, the Company announced itsDeVry Board of Directors authorized a newsixth share repurchase program, which allows the companyallowed DeVry to repurchase up to $50$100 million of its common stock through June 30, 2013. This program was completed in late December 2011. On November 2, 2011, the DeVry Board of Directors authorized a seventh share repurchase program, which will allow DeVry to repurchase up to $100 million of its common stock through December 31, 2010. As of June 30, 2009, DeVry has repurchased, on the open market, 707,533 shares of its common stock at a total cost of approximately $33.7 million.2013. This program was commenced in late December 2011. The timing and amount of any repurchase will be determined by management based on its evaluation of market conditions and other factors. These repurchases may be made through the open market, including block purchases, or in privately negotiated transactions, or otherwise. The buyback will be funded through available cash balances and/or borrowings, and may be suspended or discontinued at any time.
Shares of stock repurchased under the programs are held as treasury shares. These repurchased shares have reduced the weighted average number of shares of common stock outstanding for basic and diluted earnings per share calculations.
NOTE 6:7: BUSINESS COMBINATIONS
ATC International
On April 30, 2011, Becker Professional Education Corporation
The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the date of acquisition (dollars in thousands).
At September 18, 2008 | ||||
| Current Assets | $ | 46,042 | ||
| Property and Equipment | 19,558 | |||
| Other Long-term Assets | 3,179 | |||
| Intangible Assets | 128,600 | |||
| Goodwill | 185,717 | |||
| Total Assets Acquired | 383,096 | |||
| Liabilities Assumed | 80,121 | |||
| Net Assets Acquired | $ | 302,975 | ||
| At April 30, 2011 | ||||
Current Assets | $ | 2,534 | ||
Property and Equipment | 23 | |||
Other Long-term Assets | 61 | |||
Intangible Assets | 4,639 | |||
Goodwill | 5,010 | |||
|
| |||
Total Assets Acquired | 12,267 | |||
Liabilities Assumed | 7,513 | |||
|
| |||
Net Assets Acquired | $ | 4,754 | ||
|
| |||
Goodwill was all assigned to the U.S. EducationBecker Professional Review reporting unit which is classified within the MedicalInternational, K-12 and HealthcareProfessional Education segment. Approximately $57 millionNone of the goodwill acquired is expected to be deductible for income tax purposes. Of the $128.6 million of acquired intangible assets, $112.3 million was assigned to the value of the U.S. Education Title IV Eligibility and Accreditations which has been determined to not be subject to amortization. The remaining acquired intangible assets have all been determined to be subject to amortization and theirwith an average useful life of approximately 9.5 years. Their values and estimated useful lives by assets type are as follows (dollars in thousands):
| At September 18, 2008 | |||||
Value Assigned | Estimated Useful Life | ||||
| Trade name-WCC | $ | 1,500 | 1 yr 3 months | ||
| Trade name-Apollo | 1,600 | 1 yr 3 months | |||
| Student Relationships | 8,500 | 1 yr 3 months | |||
| Curriculum | 800 | 5 yrs | |||
| Outplacement Relationships | 3,900 | 15 yrs | |||
| At April 30, 2011 | ||||||||
| Value Assigned | Estimated Useful Lives | |||||||
Customer Relationships | $ | 3,230 | 12 years | |||||
Curriculum and Course Materials | 1,071 | 5 years | ||||||
Trade Names and Trademarks | 140 | 2 years | ||||||
Non-Compete Agreements | 116 | 2 years | ||||||
Non-Compete Agreements | 82 | 6 months | ||||||
There is no pro forma financial information presentspresentation of operating results for this acquisition due to the results of operations of DeVry and U.S. Education as if the acquisition had occurred at the beginning of each period. The pro forma information is basedinsignificant effect on historical results of operations and does not necessarily reflect the actual results that would have occurred, nor is it necessarily indicative of future results of operationsconsolidated operations.
American University of the combined enterprises (dollars in thousands except for per share amounts):
| Pro Forma | ||||||||
| For the Year ended June 30, | ||||||||
| 2009 | 2008 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| Revenues | $ | 1,497,360 | $ | 1,234,869 | ||||
| Operating Income | 238,567 | 153,844 | ||||||
| Net Income | 166,648 | 113,381 | ||||||
| Earnings per Common Share: | ||||||||
| Basic | $ | 2.33 | $ | 1.59 | ||||
| Diluted | $ | 2.30 | $ | 1.57 | ||||
On April 1, 2009,August 3, 2011, AUC School of Medicine B.V. (“AUC BV”) a wholly owned St. Maarten subsidiary of DeVry Inc. acquired 82.3 percentthe international business operations of privately held American University of the outstanding stockCaribbean (“AUC”). DeVry Medical International, Inc. (“DMI”), a wholly owned U.S. subsidiary of Fanor,DeVry Inc. acquired the Florida business operations of Medical Education Services, Inc. (“MES”). Under the terms of the agreement, AUC BV and DMI paid a leading provider of private postsecondary education in northeastern Brazil for $40.8combined $226 million in cash including costsin exchange for the business assets of acquisition. Funding wasAUC and MES.
AUC’s medical school campus is located in St. Maarten, and its administrative offices are located in Coral Gables, Florida. AUC’s total enrollment is approximately 1,200 students. Since 1978, AUC has provided fromits students with medical education, and now has more than 4,000 graduates who are licensed and practicing medicine throughout the world. The school is accredited by the Accreditation Commission on Colleges of Medicine (ACCM), and its students are eligible to sit for the United States Medical Licensing Examination, obtain U.S. Federal Financial Aid if qualified, become members of the American Medical Student Association (AMSA) and, upon graduation, obtain residency and licensure throughout the United States. AUC is one of only three Caribbean medical schools whose students are eligible to receive federal student aid. AUC utilizes the same curriculum as U.S. medical schools, with two years of basic sciences taught at the St. Maarten campus, followed by two years of clinical sciences taught at affiliated hospitals in the U.S. and England. AUC graduates are eligible to practice medicine in all 50 states.
The operations of AUC are included in DeVry’s existing operating cash balances.Medical and Healthcare segment. The results of Fanor’sAUC’s operations have been included in the consolidated financial statements of DeVry since the date of acquisition. The current management of Fanor retains the remaining 17.7 percent ownership interest, as of June 30, 2009. Beginning January 2013, DeVry has the right exercise a call option and purchase any remaining Fanor stock from Fanor management. Likewise, Fanor management has the right to exercise a put option and sell its remaining ownership interest in Fanor to DeVry. These options may become exercisable prior to January 2013 if Fanor’s management ownership interest falls below five percent.
The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the date of acquisition (dollars in thousands).
| At April 1, 2009 | ||||
| Current Assets | $ | 16,208 | ||
| Property and Equipment | 14,415 | |||
| Other Long-term Assets | 167 | |||
| Intangible Assets | 18,941 | |||
| Goodwill | 18,178 | |||
| Total Assets Acquired | 67,909 | |||
| Liabilities Assumed | 24,001 | |||
| Minority Interest | 3,149 | |||
| Net Assets Acquired | $ | 40,759 | ||
| At August 3, 2011 | ||||
Current Assets | $ | 3,901 | ||
Land, Property and Equipment | 35,125 | |||
Intangible Assets | 131,400 | |||
Goodwill | 68,321 | |||
|
| |||
Total Assets Acquired | 238,747 | |||
Liabilities Assumed | 12,844 | |||
|
| |||
Net Assets Acquired | $ | 225,903 | ||
|
| |||
Goodwill was all assigned to the FanorAUC reporting unit which is classified within the Other Educational ServicesMedical and Healthcare segment. Approximately $12.0 million of theThe acquired goodwill acquired is expected to be deductible for income tax purposes. Of the $18.9$131.4 million of acquired intangible assets, approximately $10.0$100 million was assigned to the valueTitle IV Eligibility and Accreditations and $17.1 million was assigned to Trade Names, both of the Fanor Accreditations which hashave been determined not to not be subject to amortization. The remaining acquired intangible assets have all beenasset was determined to be subject to amortization and their valuesits value and estimated useful lives arelife is as follows (dollars in thousands):
| At April 1, 2009 | ||||||
Value Assigned | Estimated Useful Life | |||||
| Trade name-Fanor | $ | 359 | 5 years | |||
| Trade name-Area 1 | 1,653 | 10 years | ||||
| Trade name-Ruy Barbosa | 359 | 5 years | ||||
| Student Relationships | 6,362 | 5 years | ||||
| Curriculum | 252 | 5 years | ||||
| At August 3, 2011 | ||||||||
| Value Assigned | Estimated Useful Life | |||||||
Student Relationships | $ | 14,300 | 4 years | |||||
There is no pro forma presentation of prior year operating results related to this acquisition due to the insignificant effect on consolidated operations.
Faculdade Boa Viagem
On October 31, 2007,February 29, 2012, Fanor-Faculdades Nordeste S/A (“DeVry Brasil”), a subsidiary of DeVry Inc. acquired the stock of FBV S/A, the Brazilian owner of business operations of Advanced Academics, Inc.Faculdade Boa Viagem (“AAI”FBV”) for $27.6. Under the terms of the agreement, DeVry Brasil paid approximately $24.2 million in cash including costsin exchange for the stock of acquisition. Funding was provided fromFBV. In addition, DeVry Brasil will make additional installment payments totaling $21.9 million over the next four years.
FBV currently serves about 5,800 students and offers undergraduate, graduate and master’s degree programs in business, law, engineering, communication, culinary, hospitality, fashion design, and information technology at three campuses located in the city of Recife. The acquisition of FBV is consistent with DeVry’s existing operating cash balances.growth and diversification strategy, increasing its international presence in Brazil.
The operations of FBV are included in DeVry’s International, K-12 and Professional Education segment. The results of AAI’sFBV’s operations have been included in the consolidated financial statements of DeVry since the date of acquisition.
The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the date of acquisition (dollars in thousands).
| At October 31, 2007 | ||||
| Current Assets | $ | 4,556 | ||
| Property and Equipment | 210 | |||
| Other Long-term Assets | 3,599 | |||
| Intangible Assets | 10,853 | |||
| Goodwill | 17,074 | |||
| Total Assets Acquired | 36,292 | |||
| Liabilities Assumed | 8,691 | |||
| Net Assets Acquired | $ | 27,601 | ||
| As of October 31, 2007 | ||||||
Value Assigned | Estimated Useful Life | |||||
| Customer Contracts-Direct to Student | $ | 4,100 | 6 yrs 8 mths | |||
| Customer Contracts-Direct to District | 2,900 | 4 yrs 8 mths | ||||
| Curriculum/Software | 2,500 | 5 yrs | ||||
| Other | 53 | 1 yr | ||||
| At February 29, 2012 | ||||||||
| Value Assigned | Estimated Useful Lives | |||||||
Student Relationships | $ | 3,174 | 6 years | |||||
Curriculum | 133 | 2 years | ||||||
There is no pro forma presentation of operating results related tofor this acquisition due to the insignificant effect on consolidated operations.
Falcon Physician Reviews
On April 2, 2012, Becker Professional Education (Becker), a subsidiary of DeVry Inc., acquired the operations of Falcon Physician Reviews (Falcon). Falcon offers comprehensive review programs for physicians preparing for the United States Medical Licensing Examination (USMLE) and the Comprehensive Osteopathic Medical Licensing Examination (COMLEX). Under the terms of the agreement, Becker paid approximately $5.4 million in cash in exchange for the operations of Falcon. The transaction marks Becker’s entrance into the growing healthcare professional education market. The results of Falcon’s operations have been included in the consolidated financial statements of DeVry since the date of acquisition.
The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the date of acquisition (dollars in thousands).
| At April 2, 2012 | ||||
Current Assets | $ | 670 | ||
Property and Equipment | 41 | |||
Intangible Assets | 2,260 | |||
Goodwill | 3,699 | |||
|
| |||
Total Assets Acquired | 6,670 | |||
Liabilities Assumed | 1,288 | |||
|
| |||
Net Assets Acquired | $ | 5,382 | ||
|
| |||
Goodwill was all assigned to the Becker Professional Review reporting unit which is classified within the International, K-12 and Professional Education segment. None of the goodwill acquired is expected to be deductible for income tax purposes. All of the acquired intangible assets have been determined to be subject to amortization with an average useful life of 5.8 years. Their values and estimated useful lives by asset type are as follows (dollars in thousands):
| At April 2, 2012 | ||||||
| Value Assigned | Estimated Useful Life | |||||
Trade Name | $ | 50 | 1 yr 6 months | |||
Curriculum | 870 | 5 yrs | ||||
Customer Relationships | 400 | 10 yrs | ||||
Non-competition Agreements | 940 | 5 yrs | ||||
There is no pro forma presentation of operating results for this acquisition due to the insignificant effect on consolidated operations.
NOTE 7:8: INTANGIBLE ASSETS
Intangible assets relate mainly to acquired business operations. These assets consist of the acquisition fair value of certain identifiable intangible assets acquired and goodwill. Goodwill represents the excess of the purchase price over the fair value of assets acquired less liabilities assumed.
Intangible assets consist of the following (dollars in thousands):
| As of June 30, 2009 | ||||||||||||
Gross Carrying Amount | Accumulated Amortization | Weighted Avg. Amortization Period | ||||||||||
| Amortized Intangible Assets: | ||||||||||||
| Student Relationships | $ | 63,734 | $ | (53,716 | ) | (1) | ||||||
| Customer Contracts | 7,000 | (2,332 | ) | 6 years | ||||||||
| License and Non-compete Agreements | 2,684 | (2,684 | ) | 6 years | ||||||||
| Class Materials | 2,900 | (1,700 | ) | 14 years | ||||||||
| Curriculum/Software | 3,595 | (973 | ) | 5 years | ||||||||
| Outplacement Relationships | 3,900 | (203 | ) | 15 years | ||||||||
| Trade Names | 5,994 | (2,142 | ) | (2) | ||||||||
| Other | 639 | (639 | ) | 6 years | ||||||||
| Total | $ | 90,446 | $ | (64,389 | ) | |||||||
| Unamortized Intangible Assets: | ||||||||||||
| Trade Names | $ | 22,272 | ||||||||||
| Trademark | 1,645 | |||||||||||
| Ross Title IV Eligibility and Accreditations | 14,100 | |||||||||||
| Intellectual Property | 13,940 | |||||||||||
| Chamberlain Title IV Eligibility and Accreditations | 1,200 | |||||||||||
| USEC Title IV Eligibility and Accreditations | 112,300 | |||||||||||
| Fanor Accreditations | 11,681 | |||||||||||
| Total | $ | 177,138 | ||||||||||
| June 30, 2012 | ||||||||||
| Gross Carrying Amount | Accumulated Amortization | Weighted Avg. Amortization Period | ||||||||
Amortizable Intangible Assets: | ||||||||||
Student Relationships | $ | 80,318 | $ | (68,116 | ) | (1) | ||||
Customer Relationships | 3,441 | (356 | ) | 12 years | ||||||
License and Non-compete Agreements | 3,710 | (2,771 | ) | (2) | ||||||
Class Materials | 500 | (500 | ) | 14 years | ||||||
Curriculum/Software | 5,570 | (3,585 | ) | 5 years | ||||||
Outplacement Relationships | 3,900 | (984 | ) | 15 years | ||||||
Trade Names | 6,043 | (4,418 | ) | (3) | ||||||
Other | 639 | (639 | ) | 6 years | ||||||
|
|
|
| |||||||
Total | $ | 104,121 | $ | (81,369 | ) | |||||
|
|
|
| |||||||
Indefinite-lived Intangible Assets: | ||||||||||
Trade Names | $ | 38,125 | ||||||||
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 and FBV Accreditations | 22,358 | |||||||||
|
| |||||||||
Total | $ | 262,468 | ||||||||
|
| |||||||||
| (1) | The total weighted average estimated amortization period for Student Relationships is |
| (2) | The total weighted average estimated amortization period for License and Non-compete Agreements is 1.5 years for ATC and 5 years for |
| (3) | The total weighted average estimated amortization period for Trade Names is |
| As of June 30, 2008 | ||||||||
Gross Carrying Amount | Accumulated Amortization | |||||||
| Amortized Intangible Assets: | ||||||||
| Student Relationships | $ | 47,770 | $ | (47,770 | ) | |||
| Customer Contracts | 7,000 | (897 | ) | |||||
| License and Non-compete Agreements | 2,684 | (2,670 | ) | |||||
| Class Materials | 2,900 | (1,500 | ) | |||||
| Curriculum/Software | 2,500 | (333 | ) | |||||
| Trade Names | 110 | (110 | ) | |||||
| Other | 639 | (633 | ) | |||||
| Total | $ | 63,603 | $ | (53,913 | ) | |||
| Unamortized Intangible Assets: | ||||||||
| Trade Names | $ | 22,272 | ||||||
| Trademark | 1,645 | |||||||
| Ross Title IV Eligibility and Accreditations | 14,100 | |||||||
| Intellectual Property | 13,940 | |||||||
| Chamberlain Title IV Eligibility and Accreditations | 1,200 | |||||||
| Total | $ | 53,157 | ||||||
Amortizable Intangible Assets: Student Relationships Customer Relationships Customer Contracts License and Non-compete Agreements Class Materials Curriculum/Software Outplacement Relationships Trade Names Other Total Indefinite-lived Intangible Assets: Trade Names Trademark Ross Title IV Eligibility and Accreditations Intellectual Property Chamberlain Title IV Eligibility and Accreditations Carrington Title IV Eligibility and Accreditations DeVry Brasil Accreditations Total As of June 30, 2011 Gross
Carrying
Amount Accumulated
Amortization $ 65,585 $ (62,169 ) 3,121 (43 ) 7,000 (5,142 ) 2,875 (2,719 ) 2,900 (2,060 ) 4,703 (2,479 ) 3,900 (724 ) 8,718 (6,139 ) 639 (639 ) $ 99,441 $ (82,114 ) $ 20,372 1,645 14,100 13,940 1,200 112,300 14,578 $ 178,135
Amortization expense for amortized intangible assets was $10,476,000$10.9 million, $6.1 million and $4,926,000$10.8 million for the years ended June 30, 20092012, 2011 and 2008,2010, respectively. Estimated amortization expense for amortized intangible assets for the next five fiscal years ending June 30, by reporting unit, is as follows (dollars in thousands):
| Fiscal Year | Advanced Academics | Becker | Fanor | U.S. Education | Total | |||||||||||||||
| 2010 | $ | 2,004 | $ | 1,150 | $ | 2,680 | $ | 4,751 | $ | 10,585 | ||||||||||
| 2011 | 1,806 | 1,150 | 2,267 | 420 | 5,643 | |||||||||||||||
| 2012 | 1,538 | 160 | 1,898 | 420 | 4,016 | |||||||||||||||
| 2013 | 618 | 160 | 1,437 | 420 | 2,635 | |||||||||||||||
| 2014 | 369 | 160 | 612 | 295 | 1,436 | |||||||||||||||
Fiscal Year | AUC | Becker | DeVry Brasil | Carrington | Total | |||||||||||||||
2013 | $ | 4,973 | $ | 1,041 | $ | 2,312 | $ | 420 | $ | 8,746 | ||||||||||
2014 | 3,347 | 916 | 1,303 | 295 | 5,861 | |||||||||||||||
2015 | 387 | 907 | 625 | 260 | 2,179 | |||||||||||||||
2016 | — | 874 | 423 | 260 | 1,557 | |||||||||||||||
2017 | — | 616 | 230 | 260 | 1,106 | |||||||||||||||
All amortizable intangible assets, except for the AAI Customer ContractsDeVry Brasil Student Relationships, the FBV Student Relationships and Fanorthe AUC Student Relationships, are being amortized on a straight-line basis.
The amount being amortized for the AAI Customer Contracts is based on the estimated renewal probability of the contracts, giving consideration to the revenue and discounted cash flow associated with both types of customer relationships. This results in the basis being amortized at an annual rate for each of the years of estimated economic life as follows:
| Fiscal Year | Direct to Student | Direct to District | ||||||
| 2008 | 12 | % | 14 | % | ||||
| 2009 | 18 | % | 24 | % | ||||
| 2010 | 19 | % | 25 | % | ||||
| 2011 | 17 | % | 21 | % | ||||
| 2012 | 14 | % | 16 | % | ||||
| 2013 | 11 | % | - | |||||
| 2014 | 9 | % | - | |||||
Fiscal Year | ||||
2009 | 8.3 | % | ||
2010 | 30.3 | % | ||
2011 | 24.7 | % | ||
2012 | 19.8 | % | ||
2013 | 13.6 | % | ||
2014 | 3.3 | % | ||
The amount being amortized for the FBV Student Relationships is based on the estimated progression of the students through the respective programs, giving consideration to the revenue and cash flow associated with both existing students and new applicants. This results in the basis being amortized at an annual rate for each of the years of estimated economic life as follows:
Fiscal Year | ||||
2012 | 11.94 | % | ||
2013 | 33.65 | % | ||
2014 | 25.89 | % | ||
2015 | 16.70 | % | ||
2016 | 9.02 | % | ||
2017 | 2.64 | % | ||
2018 | 0.16 | % | ||
The amount being amortized for the AUC Student Relationships is based on the estimated progression of the students through the respective programs, giving consideration to the revenue and cash flow associated with both existing students and new applicants. This results in the basis being amortized at an annual rate for each of the years of estimated economic life as follows:
Fiscal Year | ||||
2012 | 38.0 | % | ||
2013 | 38.5 | % | ||
2014 | 21.6 | % | ||
2015 | 1.9 | % | ||
Indefinite-lived intangible assets related to Trademarks, Trade Names, Title IV Eligibility, Accreditations and Intellectual Property are not amortized, as there are no legal, regulatory, contractual, economic or other factors that limit the useful life of these intangible assets to the reporting entity. Beginning in fiscal year 2010, the Trade Name associated with the Stalla CFA Review will be reclassified to a finite lived intangible asset and amortized on a straight line basis over two years. This change was necessitated by a decision made subsequent to June 30, 2009 to phase out this trade name over the two year period. This asset has a book value of $1.9 million as of June 30, 2009. As of the latest impairment analysis completed during the fourth quarter of fiscal year 2009, the asset’s fair value exceeded this book value.
Authoritative guidance provides that goodwill and indefinite-lived intangibles arising from a business combination are not amortized and charged to expense over time. Instead, goodwill and indefinite-lived intangibles must be reviewed annually for impairment or more frequently if circumstances arise indicating potential impairment. This impairment review was most recently completed during the fourth quarter of fiscal year 2009 at which2012. At this time, thereit was determined that the goodwill and the indefinite-lived intangible asset of the Advanced Academics Inc. (AAI) reporting unit had been impaired. There was no impairment loss associated with recorded goodwill or indefinite-lived intangible assets for any other reporting unit, as estimated fair values exceedsexceeded the carrying amount.
During the fourth quarter of fiscal year 2012, revenues and operating income for DeVry’s AAI reporting unit were significantly below management’s expectations driven by a larger than expected decline in school district contract revenue. During the first nine months of fiscal 2012, revenues were down approximately 5% compared to the first nine months of fiscal 2011 and operating income was slightly below management’s expectations. AAI’s revenue declined 46% during the fourth quarter of fiscal 2012 as compared to the prior year fourth quarter. As a result of this significant decline in revenues, AAI generated an operating loss in the fourth quarter of fiscal year 2012 that was significantly below management’s expectations which projected operating income for this period. Accordingly, management revised its forecast and future cash flow projections for AAI.
To determine the fair value of the AAI indefinite-lived intangible asset and AAI reporting unit in our step one impairment analysis, a discounted cash flow valuation method was utilized incorporating assumptions that a reasonable market participant would use regarding the impact of the current operating losses and the increased uncertainty impacting future operations. We used significant unobservable inputs (Level 3) in our discounted cash flow valuation including future cash flow projections and discount rate assumptions.
Determining the fair value of a reporting unit involves the use of significant estimates and assumptions. The estimate of fair value of each reporting unit is based on management’s projection of revenues, gross margin, operating costs and cash flows considering planned business and operational strategies over a long-term planning horizon of 5 years along with a terminal value calculated based on discounted cash flows. These measures of business performance are similar to those management uses to evaluate the results of operations on a regular basis. The growth rates used to project cash flows, operating results and terminal values of reporting units are commensurate with historical results and analysis of the economic environment in which the reporting units operate. The valuations employ present value techniques to estimate fair value and consider market factors. Management believes the assumptions used for the impairment testing are consistent with those utilized by a market participant in performing similar valuations of its reporting units. A discount rate of 13% was utilized for the AAI reporting unit. Management bases its fair value estimates on assumptions it believes to be reasonable at the time, but such assumptions are subject to inherent uncertainty. Actual results may differ from those estimates.
Management’s impairment analysis resulted in an estimated fair value for the AAI reporting unit that was less than its carrying value by approximately $20 million. This difference was greater than the balance of AAI’s combined intangible assets and goodwill. As a result, management determined the indefinite-lived intangible asset and goodwill were considered to be impaired and should have zero balances. Accordingly, AAI’s Trade Name indefinite-lived intangible asset and the goodwill balance were written down by $1.3 million and $17.1 million, respectively, in the fourth quarter of fiscal 2012.
Management also evaluated AAI’s remaining long-lived assets, including property and equipment and finite-lived intangible assets, for recoverability and determined that the finite-lived intangible assets were completely impaired and had zero value. As a result, AAI’s Curriculum/Software and Consumer Contracts were written down by a total of $1.0 million. Property and equipment values were determined to be completely recoverable at their recorded net book values. Therefore in the fourth quarter of fiscal year 2012, AAI’s goodwill and other intangibles impairment charges in the aggregate were $19.4 million, with an income tax benefit of $0.9 million for the write-down of the intangible assets. The goodwill write-down is not deductible for tax purposes.
During the second quarter of fiscal year 2012, revenues and operating income for DeVry’s Carrington Colleges Group reporting unit were significantly below management’s expectations driven by a larger than expected decline in new student enrollments. Carrington’s revenue declined 27% during the second quarter as compared to the prior year. As a result of the significant decrease in revenue, Carrington generated an operating loss in the second quarter of fiscal year 2012 as compared to operating income in the year-ago period. Accordingly, management revised its forecast and future cash flow projections for Carrington.
Based upon these facts and circumstances, management performed an interim impairment review for the Carrington indefinite-lived intangible asset and the Carrington reporting unit. To determine the fair value of the Carrington indefinite-lived intangible asset and Carrington reporting unit in our interim step one impairment analysis, a discounted cash flow valuation method was utilized incorporating assumptions that a reasonable market participant would use regarding the impact of the current operating losses and the increased uncertainty impacting future operations. We used significant unobservable inputs (Level 3) in our discounted cash flow valuation including future cash flow projections and discount rate assumptions.
For indefinite-lived intangible assets, DeVry determines their fair value based on the nature of the asset using various valuation techniques including a discounted cash flow model for the Carrington Accreditation and Title IV Eligibility. The estimated fair values of indefinite-lived intangible assets are based on management’s projection of revenues, gross margin, operating costs and cash flows considering planned business and operational strategies over a long-term planning horizon of 5 years. The assumed growth rates used to project cash flows and operating results are commensurate with historical results and analysis of the economic environment in which the reporting unit that records indefinite-lived intangible assets operates. The valuations employ present value techniques to measure fair value and consider market factors. Management believes the assumptions used for the impairment testing are consistent with those that would be utilized by a market participant in performing similar valuations of its indefinite-lived intangible assets. The discount rate of 14% that was utilized in the Carrington valuation takes into account management’s assumptions on growth rates and risk, both company specific and macro-economic, inherent in the reporting unit in addition to the specific risk of the Accreditation and Title IV Eligibility asset relative to Carrington’s other assets. This intangible asset is closely tied to the overall risk of the reporting unit in which it is recorded so management would expect the discount rate to approximate that used for valuing this reporting unit. Management bases its fair value estimates on assumptions it believes to be reasonable at the time, but such assumptions are subject to inherent uncertainty.
Determining the fair value of a reporting unit involves the use of significant estimates and assumptions. The estimate of fair value of each reporting unit is based on management’s projection of revenues, gross margin, operating costs and cash flows considering planned business and operational strategies over a long-term planning horizon of 5 years along with a terminal value calculated based on discounted cash flows. These measures of business performance are similar to those management uses to evaluate the results of operations on a regular basis. The growth rates used to project cash flows, operating results and terminal values of reporting units are commensurate with historical results and analysis of the economic environment in which the reporting units operate. The valuations employ present value techniques to estimate fair value and consider market factors. Management believes the assumptions used for the impairment testing are consistent with those utilized by a market participant in performing similar valuations of its reporting units. A discount rate of 13% was utilized for the Carrington reporting unit. Management bases its fair value estimates on assumptions it believes to be reasonable at the time, but such assumptions are subject to inherent uncertainty. Actual results may differ from those estimates.
Management’s interim impairment analysis resulted in an estimated fair value for the Carrington Accreditation and Title IV Eligibility intangible asset of $71.1 million which was $41.2 million less than its carrying value. Based on a calculation of the estimated fair value of the Carrington reporting unit and a hypothetical purchase price allocation which included the estimated fair value of the Accreditation and Title IV Eligibility intangible asset, management determined the Carrington reporting unit would have implied goodwill of $151.9 million. This was $33.8 million less than the carrying value of this reporting unit. Accordingly, Carrington’s Accreditation and Title IV Eligibility indefinite-lived intangible assets and the goodwill balance were considered to be impaired and were written down by $41.2 million and $33.8 million, respectively, in the second quarter of fiscal 2012.
Management also evaluated Carrington’s remaining long-lived assets, including property and equipment and finite-lived intangible assets, for recoverability and determined there was no impairment. Therefore in the second quarter of fiscal year 2012, Carrington’s goodwill and other intangibles impairment charges in the aggregate were $75.0 million, with an income tax benefit of $19.3 million for the write-down of the intangible asset. The goodwill write-down is not deductible for tax purposes.
Determining the fair value of a reporting unit or an intangible asset involves the use of significant estimates and assumptions. Management bases its fair value estimates on assumptions it believes to be reasonable at the time, but such assumptions are subject to inherent uncertainty. Actual results may differ from those estimates, which could lead to additional impairments of reporting unit goodwill and intangible assets.
The table below summarizes the goodwill balances by reporting unit as of June 30, 20092012 (dollars in thousands):
| Reporting Unit: | ||||
| DeVry University | $ | 22,196 | ||
| Becker Professional Review | 24,715 | |||
| Ross University | 237,173 | |||
| Chamberlain College of Nursing | 4,716 | |||
| Advanced Academics | 17,074 | |||
| U.S. Education | 185,717 | |||
| Fanor | 20,977 | |||
| Total | $ | 512,568 | ||
Reporting Unit | As of June 30, 2012 | |||
DeVry University | $ | 22,196 | ||
Becker Professional Review | 32,760 | |||
Ross University | 237,173 | |||
Chamberlain College of Nursing | 4,716 | |||
Carrington Colleges Group | 151,878 | |||
American University of the Caribbean | 68,321 | |||
DeVry Brasil | 32,917 | |||
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Total | $ | 549,961 | ||
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The table below summarizes the goodwill balances by reporting segment as of June 30, 20092012 (dollars in thousands):
| Reporting Segment: | ||||
| Business, Technology and Management | $ | 22,196 | ||
| Medical and Healthcare | 427,606 | |||
| Professional Education | 24,715 | |||
| Other Educational Services | 38,051 | |||
| Total | $ | 512,568 | ||
| As of June 30, 2012 | ||||
Reporting Segment: | ||||
Business, Technology and Management | $ | 22,196 | ||
Medical and Healthcare | 462,088 | |||
International, K-12 and Professional Education | 65,677 | |||
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Total | $ | 549,961 | ||
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The table below summarizes the changes in the carrying amount of goodwill, by segment, as of June 30, 2012 and 2011 (dollars in thousands):
| Business, Technology and Management | Medical and Healthcare | International, K-12 and Professional Education | Total | |||||||||||||
Balance as of June 30, 2010 | $ | 22,196 | $ | 427,606 | $ | 65,062 | $ | 514,864 | ||||||||
Acquisitions | — | — | 5,010 | 5,010 | ||||||||||||
Foreign currency exchange rate changes and other | — | — | 3,746 | 3,746 | ||||||||||||
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Balance at June 30, 2011 | 22,196 | 427,606 | 73,818 | 523,620 | ||||||||||||
Acquisitions | — | 68,321 | 17,791 | 86,112 | ||||||||||||
Dispositions | — | — | (413 | ) | (413 | ) | ||||||||||
Impairments | — | (33,839 | ) | (17,075 | ) | (50,914 | ) | |||||||||
Foreign currency exchange rate changes and other | — | — | (8,444 | ) | (8,444 | ) | ||||||||||
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Balance at June 30, 2012 | $ | 22,196 | $ | 462,088 | $ | 65,677 | $ | 549,961 | ||||||||
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The total increase in the goodwill balance from June 30, 2008, for2011 in the Medical and Healthcare segment includewas the result of the addition of $185.7goodwill of $68.3 million for the U.S Education acquisition that was completed in the first quarter of fiscal 2009 and a reduction in the balance at Ross University of $2.3 million for a change in a deferred tax liability that existed atfrom the acquisition date. Changesof AUC, partially offset by the $33.8 million impairment charge at Carrington. See the discussions above for further explanation of the acquisition and the impairment charge. The increase in the goodwill balance from
June 30, 2008, for2011 in the Other Educational ServicesInternational, K-12 and Professional Education segment includeis the result the addition of goodwill forof $17.8 million from the Fanor acquisition that was competedacquisitions of FBV and Falcon, partially offset by a decrease of $0.4 million resulting from the divestiture of the Stalla CFA Review assets, by the $17.1 million impairment charge at AAI and by a decrease in the fourth quartervalue of fiscal 2009, including the effectsBrazilian Real and British Pound Sterling as compared to the U.S. dollar. See the discussions above for further explanation of translation, and an increase for recording the final purchase price adjustments of $0.1 million for AAI. AAI was acquired by DeVry during the second quarter of fiscal 2008. Thisacquisitions and the current year acquisitions are describedimpairment charge. Since DeVry Brasil and ATC goodwill is recorded in “Note 6-Business Combinations”.
The table below summarizes the indefinite-lived intangible assets balances by reporting unit as of June 30, 20092012 (dollars in thousands):
| Reporting Unit: | ||||
| DeVry University | $ | 1,645 | ||
| Becker Professional Review | 29,812 | |||
| Ross University | 19,200 | |||
| Chamberlain College of Nursing | 1,200 | |||
| Advanced Academics | 1,300 | |||
| U.S. Education | 112,300 | |||
| Fanor | 11,681 | |||
| Total | $ | 177,138 | ||
Reporting Unit: | ||||
DeVry University | $ | 1,645 | ||
Becker Professional Review | 27,912 | |||
Ross University | 19,200 | |||
Chamberlain College of Nursing | 1,200 | |||
Carrington Colleges Group | 71,100 | |||
American University of the Caribbean | 117,100 | |||
DeVry Brasil | 24,311 | |||
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Total | $ | 262,468 | ||
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Total indefinite-lived intangible assets balancesincreased by $84.3 million from June 30, 2008, was2011. This increase is the result of the addition of $117.1 million and $15.8 million of indefinite-lived intangibles associated with the U.S Educationacquisitions of AUC and Fanor assets, includingFBV, respectively, offset by the impairment charges of $41.2 million at Carrington and $1.3 million at AAI as described above and the effects of translation. These entities were acquired byforeign currency translation on the DeVry during fiscal 2009, as describedBrasil assets. Since DeVry Brasil intangible assets are recorded in “Note 6-Business Combinations”.
NOTE 9: RESTRUCTURING CHARGES
During the fourth quarter of fiscal year 2009,2012, DeVry recorded a pre-tax charge of approximately $4.0 million. The charge is composed of a $2.7 million cash outlay and a non-cash charge of $1.3 million related to the write-off of leasehold improvements, net of a deferred rent credit. This loss is separately classified in the Consolidated Statements of Income as a component of Total Operating Costs and Expenses and is related to the Business, Technology and Management reportable segment.
NOTE 10: INCOME TAXES
The components of income before income taxes are as follows (dollars in thousands).
| For the Year Ended June 30, | ||||||||||||
| 2009 | 2008 | 2007 | ||||||||||
| U.S. | $ | 179,517 | $ | 123,101 | $ | 66,734 | ||||||
| Foreign | 57,835 | 49,175 | 38,206 | |||||||||
| Total | $ | 237,352 | $ | 172,276 | $ | 104,940 | ||||||
| For the Year Ended June 30, | ||||||||||||
| 2012 | 2011 | 2010 | ||||||||||
U.S. | $ | 122,917 | $ | 427,726 | $ | 345,850 | ||||||
Foreign | 83,221 | 66,706 | 66,772 | |||||||||
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Total | $ | 206,138 | $ | 494,432 | $ | 412,622 | ||||||
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The income tax provisions (benefits) related to the above results are as follows (dollars in thousands):
| For the Year Ended June 30, | ||||||||||||
| 2009 | 2008 | 2007 | ||||||||||
| Current Tax Provision: | ||||||||||||
| U.S. Federal | $ | 58,638 | $ | 36,624 | $ | 23,718 | ||||||
| State and Local | 6,532 | 3,009 | 1,247 | |||||||||
| Foreign | (1,418 | ) | (1,330 | ) | (1,122 | ) | ||||||
| Total Current | 63,752 | 38,303 | 23,843 | |||||||||
| Deferred Tax Provision: | ||||||||||||
| U.S. Federal | 7,722 | 6,296 | 2,980 | |||||||||
| State and Local | 226 | 2,145 | 1,929 | |||||||||
| Foreign | — | — | — | |||||||||
| Total Deferred | 7,948 | 8,441 | 4,909 | |||||||||
| Income Tax Provision | $ | 71,700 | $ | 46,744 | $ | 28,752 | ||||||
| For the Year Ended June 30, | ||||||||||||
| Income Tax Provision: | 2012 | 2011 | 2010 | |||||||||
Current Tax Provision | ||||||||||||
U.S. Federal | $ | 62,176 | $ | 114,295 | $ | 117,423 | ||||||
State and Local | 12,595 | 24,057 | 24,563 | |||||||||
Foreign | (350 | ) | 285 | 14 | ||||||||
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Total Current | 74,421 | 138,637 | 142,000 | |||||||||
Deferred Tax Provision | ||||||||||||
U.S. Federal | (13,742 | ) | 19,671 | (8,253 | ) | |||||||
State and Local | 1,563 | 5,130 | (1,108 | ) | ||||||||
Foreign | 1,515 | 164 | — | |||||||||
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Total Deferred | (10,664 | ) | 24,965 | (9,361 | ) | |||||||
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Income Tax Provision | $ | 63,757 | $ | 163,602 | $ | 132,639 | ||||||
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The income tax provisions differ from those that would be computed using the statutory U.S. federal rate as a result of the following items (dollars in thousands):
| For the Year Ended June 30, | ||||||||||||||||||||||||
| 2009 | 2008 | 2007 | ||||||||||||||||||||||
| Income Tax at Statutory Rates | $ | 83,073 | 35.0 | % | $ | 60,297 | 35.0 | % | $ | 36,729 | 35.0 | % | ||||||||||||
| Lower Rates on Foreign Operations | (19,186 | ) | (8.1 | )% | (17,211 | ) | (10.0 | )% | (13,372 | ) | (12.7 | )% | ||||||||||||
| State Income Taxes | 8,574 | 3.6 | % | 5,480 | 3.2 | % | 3,136 | 3.0 | % | |||||||||||||||
| Stock Options | 372 | 0.2 | % | (537 | ) | (0.3 | )% | (189 | ) | (0.2 | )% | |||||||||||||
| Tax Credits and Other | (1,133 | ) | (0.5 | )% | (1,285 | ) | (0.8 | )% | 2,448 | 2.3 | % | |||||||||||||
| Income Tax Provision | $ | 71,700 | 30.2 | % | $ | 46,744 | 27.1 | % | $ | 28,752 | 27.4 | % | ||||||||||||
| 2012 | 2011 | 2010 | ||||||||||||||||||||||
Income Tax at Statutory Rate | $ | 72,148 | 35.0 | % | $ | 173,051 | 35.0 | % | $ | 144,418 | 35.0 | % | ||||||||||||
Lower Rates on Foreign Operations | (27,480 | ) | -13.3 | % | (22,413 | ) | -4.5 | % | (22,524 | ) | -5.5 | % | ||||||||||||
State Income Taxes | 7,827 | 3.8 | % | 16,762 | 3.4 | % | 13,129 | 3.1 | % | |||||||||||||||
Stock Options | 838 | 0.4 | % | 481 | 0.1 | % | (164 | ) | 0.0 | % | ||||||||||||||
Nondeductible Goodwill | 14,182 | 6.8 | % | — | — | — | — | |||||||||||||||||
Tax Credits and Other | (3,758 | ) | -1.8 | % | (4,279 | ) | -0.9 | % | (2,220 | ) | -0.5 | % | ||||||||||||
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Income Tax Provision | $ | 63,757 | 30.9 | % | $ | 163,602 | 33.1 | % | $ | 132,639 | 32.1 | % | ||||||||||||
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Deferred income tax assets (liabilities) result primarily from temporary differences in the recognition of various expenses for tax and financial statement purposes, and from the recognition of the tax benefits of net operating loss carryforwards. These assets and liabilities are composed of the following (dollars in thousands):
For the Year Ended June 30, | ||||||||||||
| 2009 | 2008 | 2007 | ||||||||||
| Loss Carryforwards, net | $ | 14,958 | $ | 16,163 | $ | 10,869 | ||||||
| Employee Benefits | 5,585 | 6,164 | 7,195 | |||||||||
| Stock-Based Payments | 6,239 | 206 | 5,315 | |||||||||
| Deferred Rent | 7,132 | 5,259 | 363 | |||||||||
| Receivable Reserves | 17,235 | 12,313 | 12,214 | |||||||||
| Depreciation | 5,062 | 1,144 | 2,416 | |||||||||
| Other Reserves | 647 | 2,956 | (310 | ) | ||||||||
| Less: Valuation Allowance | (12,437 | ) | (13,616 | ) | (10,308 | ) | ||||||
| Gross Deferred Tax Assets | 44,421 | 30,589 | 27,754 | |||||||||
| Amortization of Intangible Assets | (74,754 | ) | (37,777 | ) | (32,182 | ) | ||||||
| Gross Deferred Tax Liabilities | (74,754 | ) | (37,777 | ) | (32,182 | ) | ||||||
| Net Deferred Taxes | $ | (30,333 | ) | $ | (7,188 | ) | $ | (4,428 | ) | |||
| For the Year Ended June 30, | ||||||||||||
| 2012 | 2011 | 2010 | ||||||||||
Loss Carryforwards, net | $ | 12,022 | $ | 10,477 | $ | 11,053 | ||||||
Employee Benefits | 10,456 | 4,278 | 4,330 | |||||||||
Stock-Based Payments | 12,732 | 9,262 | 7,250 | |||||||||
Deferred Rent | 19,464 | 17,668 | 13,909 | |||||||||
Receivable Reserve | 21,026 | 22,240 | 19,951 | |||||||||
Depreciation | — | — | 2,778 | |||||||||
Other Reserves | 5,044 | 4,122 | 2,792 | |||||||||
Less: Valuation Allowance | (9,376 | ) | (6,852 | ) | (6,852 | ) | ||||||
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Gross Deferred Tax Assets | 71,368 | 61,195 | 55,211 | |||||||||
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Depreciation | (40,101 | ) | (26,321 | ) | — | |||||||
Amortization of Intangible Assets | (65,697 | ) | (79,446 | ) | (74,357 | ) | ||||||
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Gross Deferred Tax Liability | (105,798 | ) | (105,767 | ) | (74,357 | ) | ||||||
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Net Deferred Taxes | $ | (34,430 | ) | $ | (44,572 | ) | $ | (19,146 | ) | |||
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DeVry has net operating loss carryforwards in various tax jurisdictions expiring at various times through the years ending June 30, 2029.
DeVry’s effective income tax rate reflects benefits derived from significant operations outside the United States. Earnings of Ross University’sthese international operations are not subject to U.S. federal or state income taxes. Sotaxes, so long as such earnings are not repatriated, as discussed below. The principal operatingFour of our subsidiaries, of Ross University are Ross University School of Medicine (the Medical School) incorporated under the laws of the Commonwealth of Dominica, and Ross University School of Veterinary Medicine (the Veterinary School), incorporated under the laws of the Federation of St. Christopher, Nevis, St. Kitts in the West Indies. BothIndies, and DeVry Brasil incorporated under the laws of Brazil, and AUC School of Medicine BV (AUC) incorporated under the laws of Sint Maarten all benefit from local tax incentives. The Medical and Veterinary Schools have agreements with the respective governments that exempt them from local income taxation through the years 2043 and 2023, respectively.
Valuation allowances have been established for approximately $12.4$9.4 million as compared to $13.6and $6.9 million as offor the years ended June 30, 2008. The decrease in valuation allowances in fiscal year 2009 was primarily related to the expected realization of additional state net operating loss carryforwards.2012 and 2011, respectively. The valuation allowances are composed of $6.5 million related to our Canadian subsidiary in both years ended June 30, 2012 and 2011 and $2.9 million and $0.3 million for the years ended June 30, 2012 and 2011, respectively, for certain state net operating loss carryforwards that may expire before their benefits are utilized and $3.0 million related to the historical federal net operating losses acquired as a result of the Advanced Academics acquisition. The Canadian valuation allowances are composed of net operating losses of $2.5 million, depreciation of $3.5 million and $0.5 million of other deferred tax benefits.
Based on DeVry’s expectations for future taxable income, management believes that it is more likely than not that operating income in respective jurisdictions will be sufficient to recognize fully all deferred tax assets, except as explained above.
DeVry has not recorded a U.S. federal or state tax provision for the undistributed international earnings of the Medical and Veterinary Schools.its international subsidiaries. It is DeVry’s intention to indefinitely reinvest accumulated cash balances, future cash flows and post-acquisition undistributed earnings and profits to improve the facilities and operations of the Schoolsits international schools and pursue future opportunities outside of the United States. In accordance with this plan, cash held by Ross Universitythe international subsidiaries will not be available for general company purposes and under current laws will not be subject to U.S. taxation. Included in DeVry’s consolidated cash balances were approximately $140.0 million and $129.6 million attributable to Ross University’s international operations as of June 30, 2009 and 2008, respectively. As of June 30, 20092012 and 2008,2011, cumulative undistributed earnings attributable to international operations were approximately 201.9$414.0 million and $146.4$332.3 million, respectively.
The effective tax rate was 30.2%30.9% for fiscal year 2009,2012, compared to 27.1%33.1% for the prior year. The higherlower effective income tax rate in fiscal year 20092012 was due primarily due to an increasea decrease in the proportion of income generated by U.S. operations versus the offshore operations of Ross University as compared to the prior year.
As of June 30, 20092012 the total amount of gross unrecognized tax benefits for uncertain tax positions, including positions impacting only the timing of tax benefits, was $2.3$22.0 million. The amount of unrecognized tax benefits that, if recognized, would impact the effective tax rate was $1.5$13.3 million. As of June 30, 2008,2011, our gross unrecognized tax benefits, including positions impacting only the timing of benefits, was $2.6$11.9 million. The total amount of unrecognized tax benefits that, if recognized, would impact the effective tax rate is $1.9$11.9 million. We expect that our unrecognized tax benefits will decrease by an insignificant amountapproximately $11.8 million during the next twelve months. DeVry classifies interest and penalties on tax uncertainties as a component of the provision for income taxes. The total amount of interest and penalties accrued as of adoptionJune 30, 2012, 2011, and 2010 was $0.5$1.9 million, $1.0 million, and at$0.7 million respectively. Interest and penalties recognized during the years ended June 20, 2009 was $0.5 million.30, 2012, 2011, and 2010 were $0.9 million, $0.3 million and $0.2 million respectively. The changechanges in our unrecognized tax benefits for the fiscal years ended June 30, 2009 and 2008 were (dollars in millions):
| Fiscal Year 2009 | Fiscal Year 2008 | |||||||
| Beginning balance, July 1 | $ | 2.6 | $ | 6.0 | ||||
| Increases from positions taken during prior periods | -- | 0.7 | ||||||
| Decreases from positions taken during prior periods | (0.2 | ) | (0.1 | ) | ||||
| Increases from positions taken during the current period | 0.3 | 0.2 | ||||||
| Decreases related to settlements with taxing authorities | (0.4 | ) | (0.1 | ) | ||||
| Decreases related to change in tax accounting method | -- | (4.0 | ) | |||||
| Decreases resulting from the lapse in the statute of limitations | -- | (0.1 | ) | |||||
| Ending balance, June 30 | $ | 2.3 | $ | 2.6 | ||||
| For the Year Ended June 30, | ||||||||||||
| 2012 | 2011 | 2010 | ||||||||||
Beginning Balance, July 1 | $ | 11.9 | $ | 7.1 | $ | 2.2 | ||||||
Increases from Positions Taken During Prior Periods | 10.1 | 1.9 | 2.2 | |||||||||
Decreases from Positions Taken During Prior Periods | (3.5 | ) | (1.3 | ) | (0.7 | ) | ||||||
Increases from Positions Taken During the Current Period | 3.5 | 4.2 | 3.4 | |||||||||
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Ending Balance, June 30 | $ | 22.0 | $ | 11.9 | $ | 7.1 | ||||||
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The Internal Revenue Service is currently examining DeVry’s 20062010 and 20072011 U.S. Federal Income Tax Returns. DeVry generally remains subject to examination for all tax years beginning on or after July 1, 2004.
NOTE 11: DEBT
DeVry had no outstanding debtborrowings at June 30, 2008. Debt consists of the following at2012 and June 30, 2009 (dollars in thousands):
| As of June 30, 2009 | ||||||||
| Revolving Credit Facility: | Outstanding Debt | Average Interest Rate | ||||||
| DeVry Inc. as borrower | $ | 80,000 | 0.82 | % | ||||
| GEI as borrower | -- | -- | ||||||
| Total | $ | 80,000 | 0.82 | % | ||||
| Auction Rate Securities Collateralized Line of Credit: | ||||||||
| DeVry Inc. as borrower | 44,811 | 0.83 | % | |||||
| Total Outstanding Debt | $ | 124,811 | 0.82 | % | ||||
| Current Maturities of Debt | 104,811 | 0.82 | % | |||||
| Total Long-term Debt | $ | 20,000 | 0.82 | % | ||||
Revolving Credit Facility
All of DeVry’s borrowings and letters of credit under its $175$400 million revolving credit facility are through DeVry Inc. and Global Education International, Inc. (“GEI”), an international subsidiary. The revolving credit facility became effective on May 16, 2003,10, 2011, and replaced an existing $175 million credit facility that was amended as of September 30, 2005 and again onset to expire in January 11, 2007. DeVry Inc. aggregate commitments including borrowings and letters of credit under this agreement in total not to exceed $175.0 million, and GEI aggregate commitments cannot exceed $50.0 million.2012. At the request of DeVry, the maximum borrowings and letters of credit can be increased to $275.0 million in total with GEI aggregate commitments not to exceed $50.0$550 million. There are no required principal payments under this revolving credit agreement and all borrowings and letters of credit mature on January 11, 2012.in May 2016. As a result of the agreement extending beyond one year, allany borrowings arewould be classified as long-term with the exception of amounts expected to be repaid in the 12 months subsequent to the balance sheet date. DeVry Inc. letters of credit outstanding under this agreement were $13.7 million and $4.3$9.3 million as of June 30, 20092012, and 2008, respectively.were $3.0 million as of June 30, 2011 under the previous agreement. As of June 30, 2009,2012, if there were outstanding borrowings under this agreement they would bear interest, payable quarterly or upon expiration of the interest rate period, at the prime rate plus 0.75% or at a LIBOR rate plus 0.50%1.75%, at the option of DeVry. OutstandingAs of June 30, 2012, outstanding letters of credit under the revolving credit agreement are charged an annual fee equal to 0.50%1.75% of the undrawn face amount of the letter of credit, payable quarterly. The agreement also requires payment of a commitment fee equal to 0.1%0.2% of the undrawn portion of the credit facility.facility as of June 30, 2012. The interest rate, letter of credit fees and commitment fees are adjustable quarterly, based upon DeVry’s achievement of certain financial ratios.
The revolving credit agreement contains certain covenants that, among other things, require maintenance of certain financial ratios, as defined in the agreements.agreement. These financial ratios include a consolidated fixed charge coverage ratio, a consolidated leverage ratio and a composite Equity, Primary Reserve and Net Income Department of Education, financial responsibility ratio (“DOE Ratio”). Failure to maintain any of these ratios or to comply with other covenants contained in the agreement will constitute an event of default and could result in termination of the agreementsagreement and require payment of all outstanding borrowings. DeVry was in compliance with allthe financial debt covenants as of June 30, 2009.
The stock of certain subsidiaries of DeVry is pledged as collateral for the borrowings under the revolving credit facility.
Success Sharing Retirement Plan
All employees, except those of Ross Health Sciences, Inc. (“RHSI”)DeVry Brasil and Ross University,ATC, who meet certain eligibility requirements can participate in DeVry’s 401(k) ProfitSuccess Sharing Retirement Plan. DeVry contributes to the plan an amount up to 4.0% of the total eligible compensation of employees who make contributions under the plan. Prior to fiscal 2009, this match was up to 2% of total eligible compensation. Employees of RHSI and Ross University participate in two separate plans and receive matching contributions of up to 5% of total eligible compensation. Matching contributions under the plans were approximately $17.0 million, $4.8 million and $4.6 million in fiscal 2009, 2008 and 2007, respectively. In addition, DeVry may also make discretionary contributions for the benefit of all eligible employees, except those of RHSI and Ross University.employees. Provisions for the matching and discretionary contributions under the plan were approximately $2.7$35.8 million, $5.9$33.1 million and $5.0$27.6 million in fiscal 2009, 20082012, 2011 and 2007,2010, respectively.
Employee Stock Purchase Plan
Under provisions of DeVry’s Employee Stock Purchase Plan, any eligible employee may authorize DeVry to withhold up to $25,000 of annual earnings to purchase common stock of DeVry at 95% of the prevailing market price on the purchase date. The purchase date is defined as the last business day of each month. DeVry subsidizes the remaining 5% and pays all brokerage commissions and administrative fees associated with the plan. These expenses were insignificant for the years ended June 30, 2009, 20082012, 2011 and 2007.2010. Total shares issued to the Plan were 19,07548,575 and 18,36130,289 in fiscal 20092012 and 2008,2011, respectively. This Plan is intended to qualify as an “employee stock purchase plan” within the meaning of Section 423 of the Internal Revenue Code. At the current time, DeVry is re-issuing treasury shares to satisfy employee share purchases under this plan
NOTE 13: SHAREHOLDER RIGHTS PLAN
On November 24, 2004, DeVry adopted a shareholder rights plan. In connection with this plan, DeVry’s Board of Directors declared a dividend of one Common Stock Purchase Right (“Right” or “Rights”) for each outstanding share of DeVry Inc. Common Stock. The dividend was distributed on December 6, 2004 to shareholders of record on that date. Each shareholder is automatically entitled to the Rights and no physical distribution of new certificates was made.
Each Right, as represented by DeVry’s Common Stock certificates, currently entitles the holder to buy one one-thousandth of a share of DeVry’s Common Stock at an exercise price of $75 subject to adjustment, e.g. for stock splits or stock dividends. However, following the acquisition of 15% or more of DeVry Inc. Common Stock by a person or group, the holders of the Rights (other than the acquiring person or group) will be entitled to purchase shares of DeVry Inc. Common Stock at half of the then current fair market value. Further, in the event of a subsequent merger or other acquisition of DeVry, the holder of the Rights (other than the acquiring person or group) will be entitled to buy shares of common stock of the acquiring entity at one-half of the market price of these shares.
The Rights are redeemable for $.001 per Right, subject to adjustment, before the acquisition by a person or group ofowning 15% or more of DeVry’s Common Stock. The Rights will expire on December 6, 2014.
NOTE 14: COMMITMENTS AND CONTINGENCIES
DeVry DeVry University, Becker, Ross University, Chamberlain, U.S. Education and Fanorits subsidiaries, lease certain equipment and facilities under non-cancelable operating leases, some of which contain renewal options, escalation clauses and requirements to pay taxes, insurance and maintenance costs.
Future minimum rental commitments for all non-cancelable operating leases having a remaining term in excess of one year at June 30, 2009,2012, are as follows (dollars in thousands):
| Year Ended June 30, | Amount | |||
| 2010 | $ | 66,700 | ||
| 2011 | 63,000 | |||
| 2012 | 64,200 | |||
| 2013 | 57,000 | |||
| 2014 | 52,000 | |||
| Thereafter | 203,000 | |||
Year Ended June 30, | Amount | |||
2013 | $ | 87,800 | ||
2014 | 84,400 | |||
2015 | 79,800 | |||
2016 | 72,300 | |||
2017 | 66,700 | |||
Thereafter | 258,100 | |||
DeVry recognizes rent expense on a straight line basis over the term of the lease, although the lease may include escalation clauses that provide for lower rent payments at the start of the lease term and higher lease payments at the end of the lease term.
Rent expenses for the years ended June 30, 2009, 20082012, 2011 and 20072010 were $69,687,000, $50,724,000$89.6 million, $85.1 million and $50,531,000,$82.4 million, respectively.
DeVry is subject to occasional lawsuits, administrative proceedings, regulatory reviews and investigations associated with financial assistance programs and other claimsmatters arising in the normal conduct of its business. The following is a description of pending litigation that may be considered other than ordinary and routine litigation that is incidental to the business.
The Boca Raton Firefighters’ and DeVry Inc. (collectively “DeVry”) in Los Angeles Superior Court, asserting various claims predicated upon DeVry’s alleged failure to comply with disclosure requirements under the California Education Code relating to the transferability of academic units. In addition to the alleged omission, Daghlian also claimed that DeVry made untrue or misleading statements to prospective students, in violation of the California Unfair Competition Law ("UCL") and the California False Advertising Law, ("FAL"). DeVry removed the action to the U.S. District Court for the Central District of California. In two Orders dated October 9, 2007, and December 31, 2007, the District Court entered judgment dismissing all of plaintiffs’ class and individual claims and awarded DeVry its cost of suit. The final judgment was entered on January 3, 2008. Plaintiffs appealed the dismissal to the U.S. Court of Appeals for the Ninth Circuit. On July 31, 2009, the Ninth Circuit dismissed the appeal as moot, citing the repeal of the statute on which all plaintiffs’ claims had been based.
On May 4, 2012, the Plaintiffs again amended their allegations in the Shareholder Case (the “Second Amended Complaint”). The Second Amended Complaint alleges a longer putative class period of October 27, 2007, to August 11, 2011, but narrows the scope of the alleged fraud significantly as compared to the previous two complaints. Plaintiffs now focus exclusively on DeVry’s practices for compensating student Admissions Advisors, alleging DeVry misled the market by failing to disclose that its compensation practices violated federal law and by making affirmative misrepresentations that DeVry complied with compensation regulations. On July 10, 2012, DeVry filed a Motion to Dismiss the Second Amended Complaint, which is awaiting Judge Grady’s consideration.
Three derivative cases similar to the Shareholder Case also have been filed (“Derivative Actions”). Two of the Derivative Actions were filed in the Circuit Court of Cook County, Illinois, Chancery Division: DeVry shareholder Timothy Hald filed a derivative complaint on behalf of DeVry on January 3, 2011 (Hald v. Hamburger et al., Case No. 11 CH 0087) and Matthew Green (also a DeVry shareholder) filed a derivative complaint on behalf of DeVry on January 7, 2011 (Green v. Hamburger et al., Case No. 11 CH 0770). TheHaldandGreencases (the “Consolidated Cases”) were consolidated by court order dated December 31, 2008. The allegationsFebruary 9, 2011. Maria Dotro, another DeVry shareholder, filed a third derivative complaint on DeVry’s behalf in the first amended complaint relateDelaware Court of Chancery on March 11, 2011 (Dotro v. Hamburger et al., Case No. 6263). Both the Consolidated cases and theDotrocase have been stayed by agreement of the parties until certain matters are resolved or clarified with respect to whetherthe disposition of the Shareholder Case.
The Derivative Actions allege that Daniel Hamburger, Richard M. Gunst, David J. Pauldine, Sharon Thomas Parrott, Ronald L. Taylor, Lisa W. Pickrum, Darren R. Huston, David S. Brown, William T. Keevan, Fernando Ruiz, Harold T. Shapiro, Lyle Logan, Connie R. Curran, and Julia McGee breached their fiduciary duties to DeVry by failing to disclose the same allegedly abusive and fraudulent recruiting and financial aid lending practices alleged in the Shareholder Case. The Derivative Actions also allege that DeVry’s officers and directors unjustly enriched themselves and wasted DeVry’s assets by (i) causing DeVry to incur substantial costs in defending the Shareholder Case; (ii) causing DeVry to pay compensation plansand benefits to individuals who breached their fiduciary duties; (iii) causing potential losses from “certain of DeVry’s programs no longer being eligible for admission representatives violatedfederal financial aid;” and (iv) damaging DeVry’s corporate image and goodwill. DeVry and its executives and directors believe the Higher Education Act ("HEA")allegations contained in the Derivative Actions are without merit and intend to defend them vigorously.
Although DeVry believes that the Shareholder Case and the Department of Education ("DOE") regulations prohibiting an institution participating in Title IV programs from providing to any person or entity engaged in any student recruitment or admissions activity any commission, bonus or other incentive payment based directly or indirectly on success in securing enrollments. A number of similar lawsuits have been filed in recent years against educational institutions that receive Title IV funds. On January 26, 2009, DeVry filed a motion to dismissDerivative Actions are without merit, the first amended complaint entirely. On March 4, 2009, the District Court granted DeVry’s motion to dismiss, entering judgment and dismissing the case with prejudice. On March 16, 2009, Shultz appealed the dismissal to the Seventh Circuit Court of Appeals. On June 23, 2009, a settlement in principle was reached between DeVry and Ms. Shultz in connection with a court-sponsored mediation process whereby DeVry would stand by its consistently-held position denying any wrong doing and pay $4.9 million to finally resolve the matter, and avoid the cost and distraction of a potentially protracted appeals process. The settlement is conditioned upon obtaining approval of the Department of Justice and finalizing settlement terms that would release DeVry from other False Claims Act cases based upon the same conduct within the same time period covered by the settlement. DeVry and Ms. Shultz have submitted the settlement to the United States Department of Justice for its approval. Should the parties fail to conclude the settlement on the proposed or other terms, the appeal to the Seventh Circuit Court of Appeals will resume.
NOTE 15: SEGMENT INFORMATION
DeVry’s principal business is providing secondary and post-secondary education. The services of our operations are described in more detail in “Note 1-1 — Nature of Operations.” DeVry presents fourthree reportable segments: “Business, Technology and Management”, as which includes DeVry University undergraduate and graduate operations; “Professional Education”, formerly known as Professional and Training, which includes the professional exam review and training operations of Becker CPA Review and Stalla Review for the CFA Exams; “Medical and Healthcare” which includes the operations of Ross University medical and veterinary schools, Chamberlain College of Nursing and U.S. Education;Carrington; “International, K-12 and “Other Educational”Professional Education”, which includes the Fanoroperations of DeVry Brasil, AAI and AAI operations.
These segments are consistent with the method by which the Chief Operating Decision Maker (DeVry’s President and CEO) evaluates performance and allocates resources. Such decisionsPerformance evaluations are based, in part, on each segment’s operating income, which is defined as income before interest income and expense, amortization, minoritynon-controlling interest and income taxes. Intersegment sales are accounted for at amounts comparable to sales to nonaffiliated customers and are eliminated in consolidation. The accounting policies of the segments are the same as those described in “Note 2 — Summary of Significant Accounting Policies.”
The consistent measure of segment operating income excludes interest income and expense, amortization and certain corporate-related depreciation and expenses. As such, these items are reconciling items in arriving at income before income taxes. The consistent measure of segment assets excludes deferred income tax assets and certain depreciable corporate assets. Additions to long-lived assets have been measured in this same manner. Reconciling items are included as corporate assets.
Following is a tabulation of business segment information based on the current segmentation for each of the years ended June 30, 2009, 20082012, 2011 and 2007.2010. Corporate information is included where it is needed to reconcile segment data to the consolidated financial statements.
| For the Year Ended June 30, | ||||||||||||
| 2009 | 2008 | 2007 | ||||||||||
| (Dollars in thousands) | ||||||||||||
| Revenues: | ||||||||||||
| Business, Technology and Management | $ | 989,472 | $ | 832,849 | $ | 728,401 | ||||||
| Medical and Healthcare | 362,715 | 169,814 | 137,177 | |||||||||
| Professional Education | 84,151 | 81,079 | 67,895 | |||||||||
| Other Educational Services | 25,115 | 8,091 | - | |||||||||
| Total Consolidated Revenues | $ | 1,461,453 | $ | 1,091,833 | $ | 933,473 | ||||||
| Operating Income: | ||||||||||||
| Business, Technology and Management | $ | 126,909 | $ | 82,909 | $ | 38,446 | ||||||
| Medical and Healthcare | 91,651 | 52,243 | 46,980 | |||||||||
| Professional Education | 30,670 | 33,844 | 25,753 | |||||||||
| Other Educational Services | (1,001 | ) | 516 | - | ||||||||
| Reconciling Items: | ||||||||||||
| Amortization Expense | (10,476 | ) | (4,926 | ) | (6,842 | ) | ||||||
| Depreciation and Other | (2,920 | ) | (2,251 | ) | (2,050 | ) | ||||||
| Total Consolidated Operating Income | 234,833 | 162,335 | 102,287 | |||||||||
| Interest and Other (Expense) Income: | ||||||||||||
| Interest Income | 5,251 | 10,463 | 7,437 | |||||||||
| Interest Expense | (2,775 | ) | (522 | ) | (4,784 | ) | ||||||
| Net Investment Gain | 43 | - | - | |||||||||
| Net Interest and Other (Expense) Income | 2,519 | 9,941 | 2,653 | |||||||||
| Total Consolidated Income before Minority Interest and Income Taxes | $ | 237,352 | $ | 172,276 | $ | 104,940 | ||||||
| Segment Assets: | ||||||||||||
| Business, Technology and Management | $ | 434,443 | $ | 409,842 | $ | 330,970 | ||||||
| Medical and Healthcare | 792,075 | 465,950 | 398,586 | |||||||||
| Professional Education | 74,445 | 82,382 | 92,963 | |||||||||
| Other Educational Services | 108,112 | 32,508 | - | |||||||||
| Corporate | 25,224 | 27,674 | 21,594 | |||||||||
| Total Consolidated Assets | $ | 1,434,299 | $ | 1,018,356 | $ | 844,113 | ||||||
| Additions to Long-lived Assets: | ||||||||||||
| Business, Technology and Management | $ | 45,683 | $ | 53,345 | $ | 26,280 | ||||||
| Medical and Healthcare | 358,096 | 9,349 | 12,025 | |||||||||
| Professional Education | 207 | 195 | 253 | |||||||||
| Other Educational Services | 53,294 | 27,891 | — | |||||||||
| Total Consolidated Additions to Long-lived Assets | $ | 457,280 | $ | 90,780 | $ | 38,558 | ||||||
| Reconciliation to Consolidated Financial Statements: | ||||||||||||
| Capital Expenditures | $ | 74,044 | $ | 62,806 | $ | 38,558 | ||||||
| Increase in Capital Assets from Acquisitions | 33,973 | 210 | — | |||||||||
| Increase in Intangible Assets and Goodwill | 349,263 | 27,764 | — | |||||||||
| Total Increase in Consolidated Long-lived Assets | $ | 457,280 | $ | 90,780 | $ | 38,558 | ||||||
| Depreciation Expense: | ||||||||||||
| Business, Technology and Management | $ | 27,644 | $ | 27,895 | $ | 29,799 | ||||||
| Medical and Healthcare | 10,376 | 5,662 | 4,739 | |||||||||
| Professional Education | 358 | 414 | 453 | |||||||||
| Other Educational Services | 800 | 72 | — | |||||||||
| Corporate | 647 | 765 | 988 | |||||||||
| Total Consolidated Depreciation | $ | 39,825 | $ | 34,808 | $ | 35,979 | ||||||
| For the Year Ended June 30, | ||||||||||||
| 2009 | 2008 | 2007 | ||||||||||
| (Dollars in thousands) | ||||||||||||
| Intangible Asset Amortization Expense: | ||||||||||||
| Business, Technology and Management | $ | — | $ | — | $ | — | ||||||
| Medical and Healthcare | 7,598 | 3,428 | 6,589 | |||||||||
| Professional Education | 202 | 231 | 253 | |||||||||
| Other Educational Services | 2,676 | 1,267 | — | |||||||||
| Total Consolidated Amortization | $ | 10,476 | $ | 4,926 | $ | 6,842 | ||||||
| For the Year Ended June 30, | ||||||||||||
| 2012 | 2011 | 2010 | ||||||||||
Revenues: | ||||||||||||
Business, Technology and Management | $ | 1,303,556 | $ | 1,460,146 | $ | 1,263,553 | ||||||
Medical and Healthcare | 611,953 | 558,335 | 507,037 | |||||||||
International, K-12 and Professional Education | 174,272 | 163,890 | 144,591 | |||||||||
|
|
|
|
|
| |||||||
Total Consolidated Revenues | $ | 2,089,781 | $ | 2,182,371 | $ | 1,915,181 | ||||||
|
|
|
|
|
| |||||||
Operating Income: | ||||||||||||
Business, Technology and Management | $ | 201,122 | $ | 359,403 | $ | 291,060 | ||||||
Medical and Healthcare | 9,602 | 106,965 | 111,081 | |||||||||
International, K-12 and Professional Education | 3,510 | 32,684 | 19,882 | |||||||||
Reconciling Items: | ||||||||||||
Amortization Expense | (10,885 | ) | (6,103 | ) | (10,812 | ) | ||||||
Depreciation and Other | 888 | 1,226 | (309 | ) | ||||||||
|
|
|
|
|
| |||||||
Total Consolidated Operating Income | $ | 204,237 | $ | 494,175 | $ | 410,902 | ||||||
|
|
|
|
|
| |||||||
Interest and Other Income (Expense): | ||||||||||||
Interest Income | $ | 818 | $ | 1,539 | $ | 2,080 | ||||||
Interest Expense | (2,612 | ) | (1,282 | ) | (1,585 | ) | ||||||
Net Gain on Sale of Assets | 3,695 | — | — | |||||||||
Net Investment Gain | — | — | 1,225 | |||||||||
|
|
|
|
|
| |||||||
Net Interest and Other Income (Expense) | 1,901 | 257 | 1,720 | |||||||||
|
|
|
|
|
| |||||||
Total Consolidated Income Before Income Taxes | $ | 206,138 | $ | 494,432 | $ | 412,622 | ||||||
|
|
|
|
|
| |||||||
Segment Assets: | ||||||||||||
Business, Technology and Management | $ | 383,064 | $ | 446,810 | $ | 406,505 | ||||||
Medical and Healthcare | 1,029,481 | 1,036,834 | 939,854 | |||||||||
International, K-12 and Professional Education | 250,042 | 238,733 | 196,813 | |||||||||
Corporate | 176,029 | 128,126 | 84,654 | |||||||||
|
|
|
|
|
| |||||||
Total Consolidated Assets | $ | 1,838,616 | $ | 1,850,503 | $ | 1,627,826 | ||||||
|
|
|
|
|
| |||||||
Additions to Long-lived Assets: | ||||||||||||
Business, Technology and Management | $ | 54,320 | $ | 55,726 | $ | 55,458 | ||||||
Medical and Healthcare | 268,288 | 40,590 | 26,453 | |||||||||
International, K-12 and Professional Education | 64,412 | 23,844 | 6,242 | |||||||||
Corporate | 28,862 | 25,865 | 42,856 | |||||||||
|
|
|
|
|
| |||||||
Total Consolidated Additions to Long-lived Assets | $ | 415,882 | $ | 146,025 | $ | 131,009 | ||||||
|
|
|
|
|
| |||||||
Reconciliation to Consolidated Financial Statements: | ||||||||||||
Capital Expenditures | $ | 129,055 | $ | 135,726 | $ | 131,009 | ||||||
Increase in Capital Assets from Acquisitions | 47,947 | 23 | — | |||||||||
Increase in Intangible Assets and Goodwill | 238,880 | 10,276 | — | |||||||||
|
|
|
|
|
| |||||||
Total Increase in Consolidated Long-lived Assets | $ | 415,882 | $ | 146,025 | $ | 131,009 | ||||||
|
|
|
|
|
| |||||||
Depreciation Expense: | ||||||||||||
Business, Technology and Management | $ | 37,835 | $ | 26,572 | $ | 32,814 | ||||||
Medical and Healthcare | 22,626 | 17,025 | 14,591 | |||||||||
International, K-12 and Professional Education | 6,651 | 4,066 | 3,139 | |||||||||
Corporate | 10,037 | 10,370 | 681 | |||||||||
|
|
|
|
|
| |||||||
Total Consolidated Depreciation | $ | 77,149 | $ | 58,033 | $ | 51,225 | ||||||
|
|
|
|
|
| |||||||
Intangible Asset Amortization Expense: | ||||||||||||
Medical and Healthcare | $ | 6,013 | $ | 420 | $ | 4,750 | ||||||
International, K-12 and Professional Education | 4,872 | 5,683 | 6,062 | |||||||||
|
|
|
|
|
| |||||||
Total Consolidated Amortization | $ | 10,885 | $ | 6,103 | $ | 10,812 | ||||||
|
|
|
|
|
| |||||||
DeVry conducts its educational operations in the United States, Canada, the Caribbean countries of Dominica and St. Kitts/Nevis, Grand Bahama and St. Maarten, Brazil, Europe, the Middle East and the Pacific Rim. Other international revenues, which are derived principally from Brazil and Canada, were less than 5% of total revenues for the years ended June 30, 2009, 20082012, 2011 and 2007.2010. Revenues and long-lived assets by geographic area are as follows:
| For the Year Ended June 30, | ||||||||||||
| 2009 | 2008 | 2007 | ||||||||||
| (Dollars in thousands) | ||||||||||||
| Revenues from Unaffiliated Customers: | ||||||||||||
| Domestic Operations | $ | 1,281,875 | $ | 937,902 | $ | 798,371 | ||||||
| International Operations: | ||||||||||||
| Dominica and St. Kitts/Nevis | 161,361 | 142,762 | 123,544 | |||||||||
| Other | 18,217 | 11,169 | 11,558 | |||||||||
| Total International | 179,578 | 153,931 | 135,102 | |||||||||
| Consolidated | $ | 1,461,453 | $ | 1,091,833 | $ | 933,473 | ||||||
| Long-lived Assets: | ||||||||||||
| Domestic Operations | $ | 663,689 | $ | 380,560 | $ | 315,758 | ||||||
| International Operations: | ||||||||||||
| Dominica and St. Kitts/Nevis | 324,112 | 311,833 | 309,046 | |||||||||
| Other | 61,051 | 375 | 324 | |||||||||
| Total International | 385,163 | 312,208 | 309,370 | |||||||||
| Consolidated | $ | 1,048,852 | $ | 692,768 | $ | 625,128 | ||||||
| For the Year Ended June 30, | ||||||||||||
| 2012 | 2011 | 2010 | ||||||||||
Revenue from Unaffiliated Customers: | ||||||||||||
Domestic Operations | $ | 1,739,268 | $ | 1,913,328 | $ | 1,669,517 | ||||||
International Operations: | ||||||||||||
Dominica and St. Kitts/Nevis, St. Maarten | 272,539 | 205,409 | 193,024 | |||||||||
Other | 77,974 | 63,634 | 52,640 | |||||||||
|
|
|
|
|
| |||||||
Total International | 350,513 | 269,043 | 245,664 | |||||||||
|
|
|
|
|
| |||||||
Consolidated | $ | 2,089,781 | $ | 2,182,371 | $ | 1,915,181 | ||||||
|
|
|
|
|
| |||||||
Long-lived Assets: | ||||||||||||
Domestic Operations | $ | 746,473 | $ | 792,482 | $ | 730,710 | ||||||
International Operations: | ||||||||||||
Dominica and St. Kitts/Nevis, St. Maarten | 584,018 | 347,441 | 331,682 | |||||||||
Other | 107,011 | 85,930 | 65,787 | |||||||||
|
|
|
|
|
| |||||||
Total International | 691,029 | 433,371 | 397,469 | |||||||||
|
|
|
|
|
| |||||||
Consolidated | $ | 1,437,502 | $ | 1,225,853 | $ | 1,128,179 | ||||||
|
|
|
|
|
| |||||||
No one customer accounted for more than 10% of DeVry’s consolidated revenues.
Summarized unaudited quarterly data for the years ended June 30, 20092012 and 2008,2011, are as follows.
| Quarter | Total | |||||||||||||||||||
| First | Second | Third | Fourth | Year | ||||||||||||||||
| 2009 | (Dollars in thousands, except for per share amounts) | |||||||||||||||||||
| Revenues | $ | 303,717 | $ | 369,615 | $ | 391,882 | $ | 396,239 | $ | 1,461,453 | ||||||||||
| Operating Profit | 46,812 | 62,540 | 71,787 | 53,694 | 234,833 | |||||||||||||||
| Net Income | 34,830 | 42,865 | 50,886 | 37,032 | 165,613 | |||||||||||||||
| Earnings per Common Share | ||||||||||||||||||||
| Basic | 0.49 | 0.60 | 0.71 | 0.52 | 2.32 | |||||||||||||||
| Diluted | 0.48 | 0.59 | 0.70 | 0.51 | 2.28 | |||||||||||||||
| Cash Dividend Declared per Common Share | — | 0.08 | — | 0.08 | 0.16 | |||||||||||||||
| Quarter | Total | |||||||||||||||||||
| 2008 | First | Second | Third | Fourth | Year | |||||||||||||||
| Revenues | $ | 250,318 | $ | 273,737 | $ | 290,973 | $ | 276,805 | $ | 1,091,833 | ||||||||||
| Operating Profit | 33,902 | 46,933 | 50,551 | 30,949 | 162,335 | |||||||||||||||
| Net Income | 26,835 | 35,813 | 38,318 | 24,566 | 125,532 | |||||||||||||||
| Earnings per Common Share | ||||||||||||||||||||
| Basic | 0.38 | 0.50 | 0.54 | 0.34 | 1.76 | |||||||||||||||
| Diluted | 0.37 | 0.49 | 0.53 | 0.34 | 1.73 | |||||||||||||||
| Cash Dividend Declared per Common Share | — | 0.06 | — | 0.06 | 0.12 | |||||||||||||||
| Quarter | ||||||||||||||||||||
2012 | First | Second | Third | Fourth | Total Year | |||||||||||||||
| (Dollars in thousands, except for per share amounts) | ||||||||||||||||||||
Revenues | $ | 519,038 | $ | 524,049 | $ | 540,807 | $ | 505,887 | $ | 2,089,781 | ||||||||||
Operating Profit | 79,865 | 13,756 | 95,454 | 15,162 | 204,237 | |||||||||||||||
Net Income Attributable to DeVry Inc. | $ | 57,484 | $ | 8,865 | $ | 67,131 | $ | 8,085 | $ | 141,565 | ||||||||||
Earnings per Common Share Attributable to DeVry Inc. Shareholders | ||||||||||||||||||||
Basic | $ | 0.84 | $ | 0.13 | $ | 1.01 | $ | 0.12 | $ | 2.11 | ||||||||||
Diluted | $ | 0.83 | $ | 0.13 | $ | 1.00 | $ | 0.12 | $ | 2.09 | ||||||||||
Cash Dividend Declared per Common Share | $ | — | $ | 0.15 | $ | — | $ | 0.15 | $ | 0.30 | ||||||||||
| Quarter | ||||||||||||||||||||
2011 | First | Second | Third | Fourth | Total Year | |||||||||||||||
| (Dollars in thousands, except for per share amounts) | ||||||||||||||||||||
Revenues | $ | 521,428 | $ | 551,463 | $ | 562,730 | $ | 546,750 | $ | 2,182,371 | ||||||||||
Operating Profit | 111,815 | 135,553 | 137,227 | 109,580 | 494,175 | |||||||||||||||
Net Income Attributable to DeVry Inc. | $ | 73,601 | $ | 88,706 | $ | 92,900 | $ | 75,196 | $ | 330,403 | ||||||||||
Earnings per Common Share Attributable to DeVry Inc. Shareholders | ||||||||||||||||||||
Basic | $ | 1.04 | $ | 1.26 | $ | 1.34 | $ | 1.09 | $ | 4.73 | ||||||||||
Diluted | $ | 1.03 | $ | 1.25 | $ | 1.32 | $ | 1.08 | $ | 4.68 | ||||||||||
Cash Dividend Declared per Common Share | $ | — | $ | 0.12 | $ | — | $ | 0.12 | $ | 0.24 | ||||||||||
SCHEDULE II
VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
For the Years Ended June 30, 2009, 20082012, 2011 and 2007
| Description of Allowances and Reserves | Balance at Beginning of Period | Charged to Costs and Expenses | Charged to Other Accounts | Deductions (c) | Balance at End of Period | ||||||||||||||||||
| (Dollars in thousands) | |||||||||||||||||||||||
| 2009 | |||||||||||||||||||||||
| Deducted from accounts receivable for refunds | $ | 748 | $ | 30,481 | (d) | $ | 4,410 | (b) | $ | 31,216 | $ | 4,423 | |||||||||||
| Deducted from accounts receivable for uncollectible accounts | 35,132 | 41,560 | 6,324 | (b) | 32,321 | 50,695 | |||||||||||||||||
| Deducted from notes receivable for uncollectible notes | 5,370 | 285 | (8 | ) | (a) | 193 | 5,454 | ||||||||||||||||
| Deducted from contributions to Perkins loan program for uncollectible loans | 2,562 | — | — | — | 2,562 | ||||||||||||||||||
| Deducted from deferred tax assets for valuation allowances | 13,600 | — | — | (1,200 | ) | (f) | 12,400 | ||||||||||||||||
| 2008 | |||||||||||||||||||||||
| Deducted from accounts receivable for refunds | $ | 937 | $ | 26,067 | (d) | $ | 1 | (a) | $ | 26,257 | $ | 748 | |||||||||||
| Deducted from accounts receivable for uncollectible accounts | 34,952 | 24,769 | 16 | (a) | 24,605 | 35,132 | |||||||||||||||||
| Deducted from notes receivable for uncollectible notes | 4,519 | 1,121 | 22 | (a) | 292 | 5,370 | |||||||||||||||||
| Deducted from contributions to Perkins loan program for uncollectible loans | 2,562 | — | — | — | 2,562 | ||||||||||||||||||
| Deducted from deferred tax assets for valuation allowances | 10,300 | 500 | 2,800 | (e) | — | 13,600 | |||||||||||||||||
| 2007 | |||||||||||||||||||||||
| Deducted from accounts receivable for refunds | $ | 1,306 | $ | 24,904 | (d) | $ | 1 | (a) | $ | 25,274 | $ | 937 | |||||||||||
| Deducted from accounts receivable for uncollectible accounts | 35,276 | 25,041 | 16 | (a) | 25,381 | 34,952 | |||||||||||||||||
| Deducted from notes receivable for uncollectible notes | 3,158 | 1,338 | 23 | (a) | — | 4,519 | |||||||||||||||||
| Deducted from contributions to Perkins loan program for uncollectible loans | 2,562 | — | — | — | 2,562 | ||||||||||||||||||
| Deducted from deferred tax assets for valuation allowances | 7,100 | 300 | 2,900 | (g) | — | 10,300 | |||||||||||||||||
Description of Allowances and Reserves | Balance at Beginning of Period | Charged to Costs and Expenses | Charged to Other Accounts | Deductions(c) | Balance at End of Period | |||||||||||||||
| (Dollars in thousands) | ||||||||||||||||||||
FY2012 | ||||||||||||||||||||
Deducted from accounts receivable for refunds | $ | 5,475 | $ | 48,225 | (d) | $ | (1,110 | )(g) | $ | 48,853 | $ | 3,737 | ||||||||
Deducted from accounts receivable for uncollectible accounts | 58,816 | 41,745 | (1,083 | )(a) | 44,294 | 55,184 | ||||||||||||||
Deducted from notes receivable for uncollectible notes | 10,295 | 913 | — | 460 | 10,748 | |||||||||||||||
Deducted from contributions to Perkins loan program for uncollectible loans | 2,562 | — | — | — | 2,562 | |||||||||||||||
Deducted from deferred tax assets for valuation allowances | 6,852 | — | 2,524 | (e) | — | 9,376 | ||||||||||||||
Restructuring Expense Reserve | — | 7,102 | — | 1,424 | (h) | 5,678 | ||||||||||||||
FY2011 | ||||||||||||||||||||
Deducted from accounts receivable for refunds | $ | 6,866 | $ | 43,875 | (d) | $ | (2,833 | )(g) | $ | 42,433 | $ | 5,475 | ||||||||
Deducted from accounts receivable for uncollectible accounts | 56,257 | 44,182 | 764 | (a) | 42,387 | 58,816 | ||||||||||||||
Deducted from notes receivable for uncollectible notes | 7,730 | 3,154 | — | 589 | 10,295 | |||||||||||||||
Deducted from contributions to Perkins loan program for uncollectible loans | 2,562 | — | — | — | 2,562 | |||||||||||||||
Deducted from deferred tax assets for valuation allowances | 6,852 | — | — | (e) | — | (f) | 6,852 | |||||||||||||
FY2010 | ||||||||||||||||||||
Deducted from accounts receivable for refunds | $ | 4,423 | $ | 37,959 | (d) | $ | 1,750 | (b) | $ | 37,266 | $ | 6,866 | ||||||||
Deducted from accounts receivable for uncollectible accounts | 50,695 | 43,361 | 34 | (b) | 37,833 | 56,257 | ||||||||||||||
Deducted from notes receivable for uncollectible notes | 5,454 | 6,809 | — | (a) | 4,533 | 7,730 | ||||||||||||||
Deducted from contributions to Perkins loan program for uncollectible loans | 2,562 | — | — | — | 2,562 | |||||||||||||||
Deducted from deferred tax assets for valuation allowances | 6,852 | — | 2,300 | (e) | 2,300 | (f) | 6,852 | |||||||||||||
| (a) | Effects of foreign currency translation charged to Accumulated Other Comprehensive Income. |
| (b) | Amounts represent opening balances of reserve accounts of acquired businesses. |
| (c) | Write-offs of |
| (d) | Amounts recorded as a reduction of revenue. |
| (e) | Change in |
| (f) | Utilization of deferred tax |
| (g) | Charged to deferred revenue accounts and effects of foreign currency translation charged to Accumulated Other Comprehensive Income. |
To the Board of Directors and Shareholders of DeVry Inc.:
In our opinion, the consolidated financial statements listed in the accompanying index present fairly, in all material respects, the financial position of DeVry Inc. and its subsidiaries at June 30, 20092012 and 2008,2011, and the results of their operations and their cash flows for each of the three years in the period ended June 30, 20092012 in conformity with accounting principles generally accepted in the United States of America. In addition, in our opinion, the financial statement schedule listed in the accompanying index presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of June 30, 2009,2012, based on criteria established inInternal Control - Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company'sCompany’s management is responsible for these financial statements and financial statement schedule, for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in Management'sManagement’s Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on these financial statements, on the financial statement schedule, and on the Company'sCompany’s internal control over financial reporting based on our integrated audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
A company’s internal control over financial reporting is a process designed 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. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/PricewaterhouseCoopers LLP
Chicago, Illinois
August 26, 2009
| ITEM 10. | DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE |
The information called for by Item 10 relating to Directors and Nominees for election to the Board of Directors is incorporated by reference to DeVry’s definitive Proxy Statement to be filed in connection with the solicitation of proxies for the Annual Meeting of Stockholders to be held November 11, 20097, 2012 (the “Proxy Statement”). The information called for by Item 10 with respect to Executive Officers is set forth at the end of Part I of this Annual Report on Form 10-K.
The information called for by Item 10 with respect to Regulation S-K, Item 405 disclosure of delinquent Form 3, 4 or 5 filers is incorporated by reference to the Proxy Statement.
In accordance with the information called for by Item 10 relating to Regulation S-K, Item 406 disclosures about DeVry’sthe DeVry Code of Business Conduct and Ethics, DeVry has a Code of Conduct and Ethics which applies to its directors, officers (including the Chief Executive Officer, the Chief Financial Officer and the Controller), and all other employees. The full text of the Code is available on DeVry’s website. DeVry intends to satisfy the requirements of the Securities and Exchange Commission regarding amendments to, or waivers from, the Code by posting such information on its website. To-date,To date, there have been no waivers from the Code.
The information called for by Item 10 relating to Regulation S-K, Item 407(c)(3) disclosure of procedures by which security holders may recommend nominees to DeVry’s board of directors is incorporated by reference to the Proxy Statement. The information called for by Item 10 relating to Regulation S-K, Item 407(d)(4) and (d)(5) disclosure of the DeVry’s audit committee financial experts and identification of the DeVry’s audit committee is incorporated by reference to the Proxy Statement.
| ITEM 11. | EXECUTIVE COMPENSATION |
The information called for by Item 11 is incorporated by reference to the Proxy Statement (as defined in Item 10).
| ITEM 12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS |
The information called for by Item 12 is incorporated by reference to the Proxy Statement (as defined in Item 10).
| ITEM 13. | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE |
The information called for by Item 13 is incorporated by reference to the Proxy Statement (as defined in Item 10).
| ITEM 14. | PRINCIPAL ACCOUNTANT FEES AND SERVICES |
The information called for by Item 14 is incorporated by reference to the Proxy Statement (as defined in Item 10).
| ITEM 15. | EXHIBITS AND FINANCIAL STATEMENT SCHEDULES |
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(1) FinancialFinancial Statements
The required financial statements of DeVry and its subsidiaries are included in Part II, Item 8, on pages 7278 through 107113 of this Annual Report on Form 10-K.
(2) SupplementalSupplemental Financial Statement Schedules
The required supplemental schedule of DeVry and its subsidiaries is included in Part II, Item 8 on page 106112 of this Annual Report on Form 10-K.
(3) ExhibitsExhibits
A complete listing of exhibits is included on pages 111116 through 112117 of this Annual Report on Form 10-K.
FIVE-YEAR SUMMARY — OPERATING, FINANCIAL AND OTHER DATA
| Year Ended June 30, | 2009 | 2008 | 2007 | 2006 | 2005 | |||||||||||||||
| (Dollars in thousands except for per share amounts) | ||||||||||||||||||||
| OPERATING: | ||||||||||||||||||||
| Revenues | $ | 1,461,453 | $ | 1,091,833 | $ | 933,473 | $ | 839,513 | $ | 780,662 | ||||||||||
| Depreciation | 39,825 | 34,808 | 35,979 | 37,616 | 42,353 | |||||||||||||||
| Amortization of Intangible Assets and Other | 10,625 | 5,066 | 8,028 | 10,492 | 15,213 | |||||||||||||||
| Interest Income | 5,251 | 10,463 | 7,437 | 3,785 | 642 | |||||||||||||||
| Interest Expense | 2,775 | 522 | 4,784 | 10,190 | 9,047 | |||||||||||||||
| Income Before Cumulative Effect of Change in Accounting | 165,613 | 125,532 | 76,188 | 43,053 | 16,201 | |||||||||||||||
| Net Income | 165,613 | 125,532 | 76,188 | 43,053 | 18,011 | |||||||||||||||
| Diluted Earnings per Common Share (EPS) — Income Before Cumulative Effect of Change in Accounting | 2.28 | 1.73 | 1.07 | 0.61 | 0.24 | |||||||||||||||
| Diluted Earnings per Common Share (EPS) — Net Income | 2.28 | 1.73 | 1.07 | 0.61 | 0.26 | |||||||||||||||
| Shares Used in Calculating Diluted EPS (in Thousands) | 72,516 | 72,406 | 71,400 | 70,880 | 70,591 | |||||||||||||||
| Cash Dividends Declared Per Common Share | 0.16 | 0.12 | 0.10 | -- | -- | |||||||||||||||
| FINANCIAL POSITION: | ||||||||||||||||||||
| Cash and Cash Equivalents | 165,202 | 217,199 | 129,155 | 130,583 | 161,823 | |||||||||||||||
| Total Assets | 1,434,299 | 1,018,356 | 844,113 | 872,482 | 910,035 | |||||||||||||||
| Total Funded Debt | 124,811 | -- | -- | 125,000 | 225,000 | |||||||||||||||
| Total Shareholders’ Equity (1) | 926,942 | 766,426 | 652,403 | 575,044 | 523,820 | |||||||||||||||
| OTHER SELECTED DATA: | ||||||||||||||||||||
| Cash Provided by Operating Activities | 249,526 | 198,646 | 125,176 | 90,822 | 86,977 | |||||||||||||||
| Capital Expenditures | 74,044 | 62,806 | 38,558 | 25,265 | 42,909 | |||||||||||||||
| Shares Outstanding at Year-end (in Thousands) | 71,233 | 71,377 | 71,131 | 70,757 | 70,475 | |||||||||||||||
| Closing Price of Common Stock at Year-end | 50.04 | 53.62 | 34.02 | 21.97 | 19.90 | |||||||||||||||
| Price Earnings Ratio on Common Stock(2) | 22 | 31 | 32 | 36 | 77 | |||||||||||||||
| Year Ended June 30, | 2012 | 2011 | 2010 | 2009 | 2008 | |||||||||||||||
| (Dollars in thousands except for per share amounts) | ||||||||||||||||||||
OPERATING: | ||||||||||||||||||||
Revenues | $ | 2,089,781 | $ | 2,182,371 | $ | 1,915,181 | $ | 1,461,453 | $ | 1,091,833 | ||||||||||
Depreciation | 77,149 | 58,033 | 51,225 | 39,825 | 34,808 | |||||||||||||||
Amortization of Intangible Assets and Other | 11,540 | 6,538 | 10,997 | 10,625 | 5,066 | |||||||||||||||
Interest Income | 818 | 1,539 | 2,080 | 5,251 | 10,463 | |||||||||||||||
Interest Expense | 2,612 | 1,282 | 1,585 | 2,775 | 522 | |||||||||||||||
Net Income | 141,565 | 330,403 | 279,909 | 165,613 | 125,532 | |||||||||||||||
Diluted Earnings per Common Share (EPS)—Net Income | 2.09 | 4.68 | 3.87 | 2.28 | 1.73 | |||||||||||||||
Shares Used in Calculating Diluted EPS (in thousands) | 67,705 | 70,620 | 72,267 | 72,516 | 72,406 | |||||||||||||||
Cash Dividend Declared Per Common Share | 0.30 | 0.24 | 0.20 | 0.16 | 0.12 | |||||||||||||||
FINANCIAL POSITION: | ||||||||||||||||||||
Cash and Cash Equivalents | 174,076 | 447,145 | 307,702 | 165,202 | 217,199 | |||||||||||||||
Total Assets | 1,838,616 | 1,850,503 | 1,627,826 | 1,434,299 | 1,018,356 | |||||||||||||||
Total Funded Debt | — | — | — | 124,811 | — | |||||||||||||||
Total Shareholders’ Equity(1) | 1,356,393 | 1,389,516 | 1,179,381 | 926,942 | 766,426 | |||||||||||||||
OTHER SELECTED DATA: | ||||||||||||||||||||
Cash Provided by Operating Activities | 277,422 | 407,990 | 391,548 | 249,526 | 198,646 | |||||||||||||||
Capital Expenditures | 129,055 | 135,726 | 131,009 | 74,044 | 62,806 | |||||||||||||||
Shares Outstanding at Year-end (in thousands) | 64,722 | 68,635 | 71,030 | 71,233 | 71,377 | |||||||||||||||
Closing Price of Common Stock at Year-end | 30.97 | 59.13 | 52.49 | 50.04 | 53.62 | |||||||||||||||
Price Earnings Ratio on Common Stock(2) | 15 | 13 | 14 | 22 | 31 | |||||||||||||||
| (1) | Total |
| (2) | Computed on trailing four quarters of earnings per common share. |
INDEX TO EXHIBITS
Exhibit Number | Exhibit | Sequentially Numbered Page | Incorporated by Reference to: | |||
2(a) | Asset Purchase Agreement regarding purchase of American University of the Caribbean, dated as of August 3, 2011 | Exhibit 2.1 to the Registrant’s Form 8-K filed August 5, 2011 (File No. 1-13988) | ||||
3(a) | Restated Certificate of Incorporation of the Registrant, as amended | Exhibit 4.1 to the Registrant’s Form S-8, 333-130604 dated December 22, 2005 and Exhibit 3.2 to the Registrant’s Form 8-K dated November 7, 2007 | ||||
3(b) | Amended and Restated By-Laws of the Registrant | Exhibit 3.1 to the Registrant’s Form 8-K dated February 11, 2009 | ||||
4(a) | Credit Agreement dated May 10, 2011, among DeVry Inc. and Certain Subsidiaries of DeVry Inc. Identified Therein, as the Borrowers, Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, Merrill Lynch, Pierce, Fenner & Smith as the lead arranger, and The Other Lenders Party Thereto (the “Credit Agreement”) | Exhibits 4.1, 4.2, 4.3. 4.4, 4.5 and 4.6 to the Registrant’s Form 8-K filed May 10, 2011 (File No. 1-13988) | ||||
10(a) | Registrant’s 1994 Stock Incentive Plan | Exhibit 10.2 to the Registrant’s Form S-3, File No. 333-22457 dated February 27, 1997 | ||||
10(b) | Registrant’s Amended and Restated 1999 Stock Incentive Plan | Exhibit 10(e) to the Registrant’s Form 10-K for the year ended June 30, 2002 (File No. 1-13988) | ||||
10(c) | Registrant’s 2003 Stock Incentive Plan | Exhibit A to the Registrant’s definitive Proxy Statement for the Annual Meeting of Shareholders on November 18, 2003 (File No. 1-13988) | ||||
10(d) | Registrant’s Amended and Restated Incentive Plan of 2005 | Exhibit 10.1 to the Registrant’s Form 8-K dated November 10, 2010 (File No. 1-13988) | ||||
10(e) | Registrant’s Nonqualified Deferred Compensation Plan | Exhibit 10(k) to the Company’s Form 10-K for the year ended June 30, 1999 (File No. 1-13988) | ||||
10(f) | Form of Indemnification Agreement between the Registrant and its Directors | Exhibit 10(f) to the Registrant’s Form 10-K for the year ended June 30, 2010 (File No. 1-13988) | ||||
10(g) | Employment Agreement between the Registrant and Ronald L. Taylor | Exhibit 10(a) to the Registrant’s Form 10-Q for the quarter ended December 31, 2002 (File No. 1-13988) | ||||
10(h) | Senior Advisor Agreement between the Registrant and Ronald L. Taylor | Exhibit 10(b) to the Registrant’s Form 10-Q for the quarter ended December 31, 2002 (File No. 1-13988) | ||||
10(i) | Letter Agreement between the Registrant and Ronald L. Taylor, CEO, dated August 15, 2006 | Exhibit 10.1 to the Registrant’s Form 8-K dated August 16, 2006 (File No. 1-13988) | ||||
10(j) | Employment Agreement between the Registrant and Daniel M. Hamburger | Exhibit 10.1 to the Registrant’s Form 8-K dated November 21, 2006 (File No. 1-13988) | ||||
Exhibit Number Exhibit Sequentially Numbered Page Incorporated by Reference to: 10(k) 10(l) 10(m) 21 23 31 32 101.INS 101.SCH 101.CAL 101.DEF 101.LAB 101.PRE Executive Employment Agreement between the Registrant and David Pauldine dated October 12, 2009 Exhibit 10.3 to the Registrant’s Form 8-K dated October 16, 2009 (File No. 1-13988) Executive Employment Agreement between the Registrant and William Hughson dated September 9, 2009 Exhibit 10.1 to the Registrant’s Form 8-K dated September 15, 2009 (File No. 1-13988) Executive Employment Agreement between the Registrant and Timothy J. Wiggins dated December 14, 2011 Exhibit 10.1 to the Registrant’s Form 8-K dated December 14, 2011 (File No. 1-13988) Subsidiaries of the Registrant 119 Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm 121 Rule 13a-14(a)/15d-14(a) Certifications 122 Section 1350 Certifications 124 XBRL Instance Document XBRL Taxonomy Extension Schema Document XBRL Taxonomy Extension Calculation Linkbase Document XBRL Taxonomy Extension Definition Linkbase Document XBRL Taxonomy Extension Label Linkbase Document XBRL Taxonomy Extension Presentation Linkbase Document
Table of ContentsSIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
DeVry Inc. | ||||||||
| Date: August | ||||||||
| By | /s/ | |||||||
| Timothy J. Wiggins | ||||||||
| Timothy J. Wiggins | ||||||||
Senior Vice President and Chief (Principle Financial Officer) | ||||||||
| By | /s/ Patrick J. Unzicker | |||||||
| Patrick J. Unzicker | ||||||||
Vice President, Finance and Chief Accounting Officer (Principle Accounting Officer) | ||||||||
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
Signature | Title | Date | ||||
/s/ Harold T. Shapiro Harold T. Shapiro | Board Chair and Director | August | ||||
/s/ Daniel M. Hamburger Daniel M. Hamburger | Chief Executive Officer and Director | August | ||||
/s/ Ronald L. Taylor Ronald L. Taylor | Director | August | ||||
/s/ Christopher Begley | Director | August | ||||
/s/ David S. Brown David S. Brown | Director | August | ||||
/s/ Connie R. Curran Connie R. Curran | Director | August | ||||
/s/ Darren R. Huston | Director | August | ||||
/s/ William T. Keevan | ||||||
William T. Keevan | Director | August | ||||
/s/ Lyle Logan | Director | August | ||||
/s/ Julie A. McGee Julie A. McGee | Director | August | ||||
/s/ Lisa W. Lisa W. Wardell | Director | August | ||||
/s/ Fernando Ruiz Fernando Ruiz | Director | August | ||||
| 28, 2012 | ||||||
Exhibit Number | Exhibit | Sequentially Numbered Page | Incorporated by Reference to: | ||
| 10(g) | Registrant’s 2005 Incentive Plan | Appendix B to the definitive Proxy Statement in connection with the Annual Meeting of Stockholders on November 9, 2005 | |||
| 10(h) | Registrant’s Amended 2005 Incentive Plan | Exhibit to the Company’s Form 10-K for the year ended June 30, 2006 | |||
| 10(i) | DeVry Inc. Amended and Restated Profit Sharing Retirement Plan dated effective as of July 1, 1992 | Exhibit 10(d) to the Company’s Form 10-K for the year ended June 30, 1996 (File No. 1-13988) | |||
| 10(j) | First Amendment to DeVry Inc. Amended and Restated Profit Sharing Retirement Plan | Exhibit 10(e) to the Company’s Form 10-K for the year ended June 30, 1996 (File No. 1-13988) | |||
| 10(k) | Amendment to DeVry Inc. Amended and Restated Profit Sharing Retirement Plan | Exhibit 10(f) to the Company’s Form 10-K for the year ended June 30, 1997 (File No. 1-13988) | |||
| 10(l) | Amendment to DeVry Inc. Amended and Restated Profit Sharing Retirement Plan | Exhibit 10(g) to the Company’s Form 10-K for the year ended June 30, 1997 (File No. 1-13988) | |||
| 10(m) | Amendment to DeVry Inc. Amended and Restated Profit Sharing Retirement Plan | Exhibit 10(h) to the Company’s Form 10-K for the year ended June 30, 1997 (File No. 1-13988) | |||
| 10(n) | Employee Stock Purchase Plan | Exhibit 10(f) to the Company’s Form S-3, File No. 33-58636 dated February 22, 1993 | |||
| 10(o) | First Amendment to Employee Stock Purchase Plan | Exhibit 10(h) to the Company’s Form 10-K for the year ended June 30, 1994 (File No. 1-13988) | |||
| 10(p) | Amended and Restated Employee Stock Purchase Plan | Appendix A to the definitive Proxy Statement in connection with the Annual Meeting of Stockholders on November 9, 2005 | |||
| 10(q) | Deferred Compensation Plan | Exhibit 10(k) to the Company’s Form 10-K for the year ended June 30, 1999 (File No. 1-13988) | |||
| 10(r) | Form of Indemnification Agreement between the Registrant and its Directors | Exhibit 10(n) to the Company’s Form 10-K for the year ended June 30, 2003 (File No. 1-13988) | |||
| 10(s) | Letter Agreement between the Registrant and Dennis J. Keller dated November 2, 2004 | Exhibit 10.2 to the Company’s Form 8-K dated August 9, 2005 | |||
| 10(t) | Letter Agreement between the Registrant and Dennis J. Keller dated August 9, 2005 | Exhibit 10.3 to the Company’s Form 8-K dated August 9, 2005 | |||
| 10(u) | Employment Agreements between the Registrant and each of Dennis J. Keller and Ronald L. Taylor | Exhibit 10(a) to the Company’s Form 10-Q for the quarter ended December 31, 2002 (File No. 1-13988) | |||
| 10(v) | Senior Advisor Agreements between the Registrant and each of Dennis J. Keller and Ronald L. Taylor | Exhibit 10(b) to the Company’s Form 10-Q for the quarter ended December 31, 2002 (File No. 1-13988) | |||
| 10(w) | Letter Agreement between the Registrant and Ronald L. Taylor, CEO, dated August 15, 2006 | Exhibit 10.1 to the Company’s Form 8-K dated August 16, 2006 | |||
| 10(x) | Employment Agreement between the Registrant and Daniel M. Hamburger | Exhibit 10.1 to the Company’s Form 8-K dated November 21, 2006 | |||
| 10(y) | Letter Agreement between the Registrant and Richard M. Gunst dated July 24, 2006 | Exhibit 10(y) to the Company’s Form 10-Q for the quarter ended September 30, 2006 | |||
| Subsidiaries of the Registrant | 113 | ||||
| Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm | 115 | ||||
| Rule 13a-14(a)/15d-14(a) Certifications | 116 | ||||
| Section 1350 Certifications | 118 |
118