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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended: JUNE 30, 2003
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Commission file number: 1-13988
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DeVRY INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 36-3150143
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(State or other jurisdiction of incorporation (I.R.S. Employer
or organization) Identification No.)
ONE TOWER LANE, SUITE 1000, OAKBROOK TERRACE, ILLINOIS 60181
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number; including area code (630) 571-7700
Securities registered pursuant to section 12(b) of the Act:
Title of each class: Name of each exchange on which
registered:
NONE
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Securities registered pursuant to Section 12(g) of the Act:
COMMON STOCK, $0.01 PAR VALUE
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(Title of class)
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days.
Yes [X]. No [ ].
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-K or any amendment to this Form 10-K. [ ]
Indicate by check mark whether the registrant is an accelerated filer
Yes [X] No [ ]
SEPTEMBER 2, 2003 - $1,492,644,154.00
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State the aggregate market value of the voting stock held by non-
affiliates of the registrant. The market value was computed using the
closing sale price of the common stock on the date indicated. Shares of
common stock held directly or controlled by each director and executive
officer have been excluded in that such persons may be deemed to be
affiliates.
SEPTEMBER 2, 2003 - 70,038,841 shares of common stock, $0.01 par value
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Indicate the number of shares outstanding of each of the registrant's
classes of common stock, as of the latest practicable date.
DOCUMENTS INCORPORATED BY REFERENCE
List hereunder the documents incorporated by reference and the Part of
the Form 10-K (e.g. Part I, Part II, etc.) into which the document is
incorporated:
Certain portions of the Registrant's definitive Proxy Statement for the
Annual Meeting of Stockholders to be held on November 18, 2003, are
incorporated into Part III of this Form 10-K to the extent stated herein.
Exhibit Index located on Pages 137-139 Total number
of pages, 168
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DeVry INC.
ANNUAL REPORT ON FORM 10-K
FISCAL YEAR ENDED JUNE 30, 2003
TABLE OF CONTENTS
PAGE #
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PART I
Item 1 - Business 3
Item 2 - Properties 52
Item 3 - Legal Proceedings 57
Item 4 - Submission of Matters to a Vote of Security Holders 58
- Executive Officers 59
PART II
Item 5 - Market for Common Equity and
Related Stockholder Matters 66
Item 6 - Selected Financial Data 67
Item 7 - Management's Discussion and Analysis of
Financial Condition and Results of Operations 67
Item 7A - Quantitative and Qualitative Disclosures
about Market Risk 91
Item 8 - Financial Statements and Supplementary Data 93
Item 9 - Changes in and Disagreements with Accountants 93
Item 9A - Controls and Procedure 93
PART III
Item 10 - Directors and Executive Officers 132
Item 11 - Executive Compensation 132
Item 12 - Security Ownership of Beneficial Owners and Management 132
Item 13 - Certain Relationships and Transactions 132
Item 14 - Principal Acountant Fees and Services 132
PART IV
Item 15 - Exhibits, Financial Statements and Reports on Form 8-K
- Financial Statements 133
- Financial Statement Schedules 133
- Exhibits 133
- Reports on Form 8-K 133
- Signatures 135
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PART I
Certain information contained in this Annual Report on Form 10-K may
constitute forward-looking statements made pursuant to the safe harbor
provision of the Private Securities Litigation Reform Act of 1995. Forward-
looking statements are based upon the Company's current expectations and
beliefs about future events. Such statements are inherently uncertain and
may involve risks that could cause future results to differ materially from
the forward-looking statements. Potential risks and uncertainties include,
but are not limited to, undergraduate program concentration in information,
electronics and telecommunication technology; dependence on student
financial aid; dependence on state and provincial approvals and licensing
requirements; dependence on continued accreditation for DeVry and Ross
University and the other factors detailed in the Company's Securities and
Exchange Commission ("SEC") filings, including those discussed under the
heading entitled "Risk Factors" in the Company's Registration Statement on
Form S-3 (No. 333-22457) filed with the SEC.
Copies of the Company's SEC filings on Forms 10-Q and 8-K and this Annual
Report on Form 10-K may be obtained free of charge through the Company's
website, www.devry.com.
ITEM 1 - BUSINESS
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DeVry Inc. (the "Company") is incorporated under the laws of the State of
Delaware. The Company's executive offices are located at One Tower Lane,
Oakbrook Terrace, Illinois, 60181. The Company's telephone number is
(630)571-7700.
The Company, through its wholly-owned subsidiaries, owns and operates DeVry
University, Ross University and Becker Conviser Professional Review
("Becker").
DeVry University includes DeVry undergraduate programs in technology and
business, and Keller Graduate School of Management ("Keller Graduate
School"), with graduate programs in management. In fiscal 1999, the
holding company for the degree-granting operations was renamed from Keller
Graduate School of Management, Inc. to DeVry University, Inc. The new name
better reflects the comprehensive higher education system that it has
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become, offering programs in technology, business and management at the
undergraduate and graduate level. DeVry University is one of the largest
private, degree-granting, regionally accredited higher education systems in
North America.
Ross University is one of the world's largest providers of medical and
veterinary medical education.
Becker prepares candidates for the Certified Public Accountant ("CPA"),
Certified Management Accountant ("CMA") and Chartered Financial Analyst
("CFA") professional certification examinations.
In July 1999, the Company completed its acquisition of substantially all of
the net tangible operating assets, trademarks and other intangible assets
of the Denver Technical College ("DTC"). At the time of its acquisition,
DTC offered diploma and undergraduate degree programs in electronics,
computer technology, business and medical technology to approximately 1,700
students on campuses in Denver and Colorado Springs, Colorado. Effective
July 2001, Denver Technical College was integrated into DeVry University.
All new students, starting with the July 2001 term, were enrolled in DeVry
undergraduate programs and no further enrollments were accepted to the
original DTC programs. Students enrolled in the original DTC programs were
able to continue their enrollment until they finished their program, most
of which were completed by the end of fiscal 2003.
In July 1999, the Company also completed its acquisition of certain
tangible operating assets, trademarks and other intangible assets of
Conviser Duffy CPA Review ("Conviser Duffy"). Conviser Duffy, which had
operated as a unit of Harcourt General, Inc., was a nationally known
training firm preparing approximately 12,000 students annually to pass the
CPA certification exam.
As a complement to its Becker Conviser Professional Review operation, in
January 2001, the Company acquired the operations of Stalla Seminars
("Stalla"), a leading provider of review courses and study materials for
the CFA certification exams.
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To further diversity its educational program offerings, in May 2003, the
Company acquired the stock of Dominica Management, Inc. ("DMI"). DMI owns
and operates the Ross University School of Medicine and the Ross University
School of Veterinary Medicine, operating in the Caribbean countries of
Dominica and St. Kitts/Nevis, respectively.
The amounts of revenue and identifiable long-lived assets of the Company's
U.S. and foreign operations are presented in Note 10 to the Consolidated
Financial Statements, "Segment Information".
DeVry University
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The DeVry undergraduate programs trace their origin to Dr. Herman DeVry and
for more than 70 years have provided career-oriented technology-based
education to high school graduates in the United States and Canada. The
first DeVry Institute was opened in Chicago in 1931 as an electronics
school. Today, the DeVry undergraduate programs are offered on twenty five
campuses in the United States and Canada, and at approximately thirty
smaller DeVry University Center ("DVUC") teaching locations operated in
conjunction with graduate school program offerings at these sites.
Selected programs are also offered online.
Originally offering only undergraduate programs in electronics, DeVry
introduced its undergraduate computer information systems curriculum in
1979. As the number of high school graduates in the U.S. declined during
the 1980's, DeVry expanded its program offerings and delivery schedule into
the evening hours to serve larger numbers of working adults. In the summer
of 1986, a bachelor's degree program in business operations was introduced,
followed by the telecommunications management program and the introduction
of an accounting program in the spring of 1988. In 1994, DeVry introduced
the undergraduate technical management degree completion program which
focuses on business and management skills for students who already have an
associate degree. In 1997, the undergraduate business operations program
was redefined and is now the business administration program with a
concentration in accounting, replacing the previously separate accounting
program, and other concentrations in e-commerce, operations management,
project management and business information systems. In 1998, in response
to the increasing employment demands of the information technology field, a
one year Information Technology program was introduced to bachelor's level
college graduates of any discipline seeking career change and enhancement
opportunities in IT.
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In fiscal 2000, DeVry introduced a new undergraduate bachelor's degree
program in computer engineering technology, ("CET"). This program is aimed
at helping students develop skills and knowledge in software engineering,
operating systems, data structures and algorithms, and distributed computer
systems.
Programmatic initiatives developed during the past several years include
new delivery formats, such as weekend class schedules, compressed and
accelerated course schedules, technology-assisted delivery options for
classroom based courses and online courses. In fiscal 2001, DeVry
announced two new undergraduate educational program delivery initiatives.
The bachelor of business administration degree program was the first
undergraduate DeVry program to be offered in a fully online format.
Subsequently, the bachelor of information technology and the bachelor of
technical management programs were added in an online format. Most
recently, the undergraduate Computer Information Systems curriculum has
been added to the online program offerings. Additional programs are
expected to be added in an online format in the future. The online format
allows DeVry to better serve place-bound students and others whose
schedules prevent them from attending classes in person.
The second new delivery initiative was the formation of DeVry University
Centers. In fiscal 2001, DeVry University opened the first adult-learner
DeVry University Center in conjunction with the existing graduate school
teaching site in the downtown Chicago area. This teaching center is aimed
at providing both undergraduate and graduate education convenient to
working adults. At this expanded former graduate teaching center, DeVry
University now offers selected accelerated undergraduate degree programs
formatted and oriented to adult students with the option to combine online
with on-site coursework. By the end of fiscal 2002, three additional DeVry
University Centers had been opened and there are currently 30 centers
offering both undergraduate and graduate programs. Additional DeVry
University Centers are planned to be opened in fiscal 2004.
At the start of fiscal 2004, DeVry University introduced three new
undergraduate educational programs at selected campuses. The new programs
are Biomedical Engineering Technology ("BMET"), Biomedical Informatics
("BMI") and Health Information Technology ("HIT"). These programs are
planned to be offered at additional locations in the coming terms.
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The Biomedical Engineering Technology program is an interdisciplinary field
that covers engineering design and implementation of equipment and
processes for life sciences with applications in pharmaceuticals and
environmental science; and physical science applications in areas such as
development of artificial limbs and biomedical computing. Biomedical
Informatics is the application of information technology to healthcare with
applications in fields such as healthcare administration, medical
communications and biomedical research. The Health Information Technology
program is an associate degree program that centers around the management
of electronic patient record systems including maintenance, analysis,
assurance of privacy and security of these records.
In addition to the new healthcare programs, the Telecommunications
Management program has been renamed Network and Communications Management.
The change in name better reflects the evolution of the content and focus
of the program since its introduction to include newer areas of
telecommunications such as network design, security and network management.
Also, three additional majors have been introduced within the Business
Administration program. These majors are Health Services, Human Resources
and Small business Management.
In August 2003, the Company announced that its subsidiary, DeVry Canada
LLC, had signed a letter of intent with RCC College of Technology ("RCC")
that will enable DeVry to phase out its operations at its Toronto campus
commencing with the term that begins in November 2003. Subject to the
Company entering into a definitive agreement and approval by the Ontario
Provincial Ministry, DeVry University's Toronto campus will no longer admit
new students and will contract with RCC to manage the completion of
programs of study for the current student body in Toronto. The letter of
intent also makes provisions for the acquisition of DeVry assets by RCC and
the use of certain portions of DeVry curriculum under the RCC brand name.
Keller Graduate School was founded in Chicago in 1973 based upon the
concept that the most important components of management education are
effective teaching and student mastery of practical management skills.
Keller emphasizes practitioner orientation, excellence in teaching and
service to working adults, offering classes in the evenings and on
weekends. Building on its original MBA program offering, Keller now offers
a total of seven management masters degree programs and numerous
concentrations within some of these programs at 59 sites in the U.S.
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At the graduate level, in addition to its original Master of Business
Administration ("MBA") program which Keller Graduate School began offering
in 1977, Keller introduced a Master of Project Management ("MPM") degree
program in 1991 and a Master of Human Resource Management ("MHRM") degree
program in 1993. In 1995, Keller began offering a Health Services
Management ("HSM") concentration within its MBA program. In 1997, Keller
introduced a Master of Telecommunications Management ("MTM") program. In
1998, Keller began offering two new programs, the Master of Information
Systems Management ("MISM") and the Master of Accounting and Financial
Management ("MAFM"). The MAFM program offers students a choice of three
professional certification exam-preparation emphases: Certified Public
Accountant, Certified Management Accountant or Chartered Financial Analyst.
These exam-preparation concentrations were developed in conjunction with
the Becker Conviser Professional Review.
To broaden the scope and appeal of the original MBA program,
concentrations have been developed in a number of areas of interest
including electronic commerce, international business, marketing and public
administration. In fiscal 2002, the MBA program in Illinois was offered
with a specialization in the management of public and private K-12
educational systems. This program was designed to prepare students to be
effective educational leaders.
Also new for fiscal 2002, approval was granted to offer a 7th graduate
degree program, the Master of Public Administration ("MPA"). The MPA
consists of three tracks: Government Management, Nonprofit Management and
Public Health Management. The MPA incorporates the same practitioner focus
as the other graduate programs and is designed for students who want to
become successful managers in the not-for-profit or government arenas.
All of the Keller graduate programs and concentrations are aimed at
satisfying the need for advanced education in high demand areas. In
addition to its expanding network of classroom based program offerings,
Keller offers all of its programs in an online format. These offerings are
designed to allow students to efficiently complete their degrees entirely
online or in any combination of online and on-campus coursework that suits
their needs.
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Effective with the start of fiscal 2004, DeVry University adopted a uniform
academic calendar for both the undergraduate and graduate programs across
all methods of educational delivery, on-site and online. The uniform
academic calendar consists of three academic periods of 16 weeks each.
Within these periods are a 15-week semester and two 8-week sessions. To
align the undergraduate and graduate programs to fit this schedule, the
Keller graduate curriculum was redesigned so that its courses, delivered
both on-site and online, could be offered in the new 8-week session.
To enhance the learning process, undergraduate accelerated programs offered
in the 8-week session format and graduate school courses are being taught
using the i-Optimize Integrated Learning System that incorporates both on-
site and online instruction. This model better supports student learning
by combining once-a-week on-site classes with support of faculty and
students with online interaction throughout the week.
In addition to its programmatic expansion and new delivery method
initiatives, DeVry University embarked upon a strategy of facility
improvement and expansion in 1991 to attract and retain increased student
enrollment. This improvement and expansion strategy includes facility
renovations, expansion of existing campuses, openings of new campuses and
the DeVry University Centers.
Expansions and improvements during the past several years include a new
undergraduate campus opened in West Hills, California, in November 1999,
the third DeVry undergraduate campus in the Los Angeles area. In July
2000, a new undergraduate campus opened in Tinley Park, Illinois, the third
DeVry campus in the Chicago area. In July 2000, the Company acquired the
operations of Denver Technical College with two undergraduate campuses in
Colorado, the Company's first campuses in that state. In November 2000, a
new undergraduate campus was opened in Orlando, Florida, the first campus
in that state. Further expansion was accomplished with the completion of a
technology center addition to the urban Chicago campus, a renovation and
expansion program at the Columbus, Ohio, campus and completion of the
expansion of the New York undergraduate campus, bringing that campus to its
full facility size.
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In July 2001, a new undergraduate campus was opened in the Seattle,
Washington, area, the first campus in that state. In November 2001, a new
undergraduate campus was opened in the Washington, D.C. area, the first
campus in that area.
In July 2002, a new undergraduate campus was opened in the Philadelphia,
Pennsylvania, area, the first DeVry University undergraduate campus in that
state. In November 2002, a new undergraduate campus was opened in Miramar,
Florida, the second campus in the state of Florida. Also, in March 2003, a
new campus was opened in the Denver, Colorado area, replacing as the
primary operating location the original site acquired in the July 2000
purchase of Denver Technical College.
In September 2003, a new campus was opened in Houston, Texas, the second
campus in the state of Texas.
Keller graduate classes are being offered at 59 locations nationwide.
Additional teaching centers are planned to be opened in fiscal 2004. Some
of Keller's teaching sites are co-located on DeVry undergraduate campuses
but most operate as a part of smaller, more centrally located DeVry
University Centers, offering both graduate and undergraduate programs.
Also, one classroom teaching site is located in the Company's corporate
headquarters in Illinois. In addition, some DeVry University teaching
sites host Becker exam review classes where space and location are
appropriate.
In addition to its expanding network of undergraduate and graduate program
teaching locations, graduate programs were first offered online in
September 1998. The first online undergraduate program was introduced in
2001. Online programs offerings extend delivery of all of the master's
degree programs and four of the undergraduate programs to students who
reside beyond the geographic reach of local centers, whose schedules
preclude attending weekly classes on-site and/or who cannot find their
desired course at the teaching center near where they live or work. DeVry
University Online not only serves the incremental online student but also
supports campus and center-based students with an option to "mix and match"
on-site and online courses of study to best meet their individual needs and
schedules.
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At the beginning of the spring 2003 semester, which was the final semester
in the Company's fiscal year 2003, approximately 43,045 full and part-time
students were enrolled in DeVry University undergraduate day, evening and
online programs. The Company's undergraduate programs accounted for
approximately 82% of the Company's revenues in fiscal 2003. In addition,
there were approximately 11,715 coursetakers in graduate school programs
for the Spring term that began in February.
Classes began in July for the DeVry University undergraduate summer 2003
semester. This is the first semester in the Company's fiscal year 2004.
DeVry undergraduate enrollments have been concentrated in the areas of
computer and electronics technology. The Company believes that interest in
these programs as careers has been adversely affected by the news of
employee layoffs and financial difficulty encountered by many firms in the
technology sector of the economy. As a result, total undergraduate
enrollment for the summer term was 41,075 compared to 43,342 in the
previous summer and 45,204 in the summer of 2001.
With expanded marketing emphasis on its undergraduate business programs,
the increased number of campus and DeVry University center locations and
the growing demand for its online programs, new student undergraduate
enrollments for the summer term increased by 2.5% from the previous year,
following five semesters in which new undergraduate student enrollments had
decreased from the year-ago level. In addition, total Keller graduate
coursetakers for the term that began in July increased by 15.5% from last
year to 9,483.
DeVry University operates in the higher education segment of the overall
education market. Higher education is an estimated $300 billion market.
Changing demographics in the United States are expected to increase the
size of the higher education market and benefit the Company's future
enrollment. According to the Department of Education's National Center for
Education Statistics, in 2003 there were an estimated 15,756,000 students
enrolled at postsecondary degree-granting institutions in the United
States. This is expected to grow by 6.2% to 16,738,000 in 2008 and by 12%
to 17,673,000 in 2012.
The total postsecondary student population can be thought of as two
separate categories of students - career-launchers who are mostly
traditional college age students and career-enhancers who are most working
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adult students. After a period of nearly two decades during which the
number of graduating high school seniors (career-launchers) declined by 25
percent to approximately 2.4 million, 1995 marked the beginning of a slow
but steady increase in the number of high school graduates resulting from
the "baby boom echo". The National Center for Education Statistics
forecasts that the number of graduating high school seniors will increase
to more than 3.1 million by 2007/2008. The forecasted rate of increase in
the number of high school graduates in many of the states in which the
Company's undergraduate programs are offered is greater than the forecasted
national rate of increase, further contributing to future enrollment growth
opportunities. In addition, it is expected that a greater percentage of
individuals who graduate high school will choose to continue their
education. Since bottoming at 46.6% in 1973, the percentage of U.S. high
school graduates entering college has increased, reaching an estimated 63%
in 2001 and is expected to increase further, potentially exceeding 65% by
2010.
Students in the 18 to 24 year-old age cohort represent a substantial
portion of DeVry University's full-time undergraduate day school
enrollments. In the coming years, a greater proportion of these students
will be demographically different from college bound generations of the
past. They will include more minorities, women, recent immigrants and
lower income candidates. Some of the DeVry undergraduate campuses rank
near the top on the list of institutions with degrees granted to minority
students in the fields of computer and information science, business and
all academic disciplines combined. DeVry undergraduate programs have
attracted many students from immigrant and minority populations. Often
these students are the first in their family to attend college.
In addition to the projected growing number of traditional-age students,
more adults, primarily working adult career-enhancers, are returning to
college. According to the U.S. Department of Education, over 6 million, or
nearly 40%, of all college students are 25 years of age or older, up from
about 28% in 1970. Approximately 45% of DeVry University's undergraduate
enrollment in the fall 2002 semester were 25 years of age or older. At the
DeVry campuses, the percentage of students who are age 25 or older is
approximately 44% and is over 80% at DeVry Online and DeVry University
Centers that are designed for the adult student.
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The increased number of older students attending college today has
positively influenced DeVry University enrollments and has been fueled by
(1) the development of the knowledge-based economy, (2) the rapid pace of
technological change in the workplace, (3) the growing recognition of the
strong correlation between education and income, (4) the emergence of e-
learning tools that make continuing education more accessible and
convenient, and (5) growing recognition of the importance of lifelong
learning. The number of college students who are 25 years of age or older
is projected to reach 6.4 million in 2008 and 6.7 million in 2012, an
increase of about six and ten percent, respectively, over 2002. Because
less than a quarter of American adults over 25 have a bachelor's degree or
higher today, adult student participation rates should continue to be
stable or favorable through at least the end of the decade.
A strong motivation for the growing enrollments in postsecondary
institutions is the income premium associated with additional education.
In 2000, the mean income of U.S. employees with a bachelor's degree
($43,782) was nearly double the mean income for those with only a high
school education. The wage gap is even larger for those with graduate
degrees.
Women made up about 56% of U.S. college enrollments in 2000 but are only
26% of students enrolled at DeVry. The Company believes that the smaller
proportion of women at DeVry is the result of their lesser interest in
technical areas of study than for their male counterparts.
Online learning is growing rapidly within higher education. The vast
majority of online students are adult learners attracted by the flexibility
and convenience of this form of learning. It is estimated that the
percentage of students enrolled in online programs in 2004 will have
increased by more than 130% in just two years, from approximately 355,000
in 2002 to over 845,000.
The DeVry University approach to distance learning is to focus on the
quality of education delivered to the student. The technical feasibility
of the delivery system, while an integral component of online course
delivery, is not the sole or primary focus. DeVry's online enrollment
strategy is not limited to exclusive enrollment in distance education
programs. Many DeVry students are attracted by the "mix and match" formats
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that allow for added convenience and flexibility. This option better
serves students by effectively complementing the student's preferred
learning style and providing increased course scheduling flexibility.
DeVry University Online offers undergraduate and graduate programs in
business and technology via the Web. It builds on the successful model
initially implemented at the graduate level in 1998 and draws on the
content and pedagogy of both the undergraduate and graduate systems. DeVry
University Online currently offers all of the Keller graduate programs and
the DeVry undergraduate Business Administration (BSBA), Technical
Management (BSTM), Information Technology (IT) and Computer Information
Systems (CIS) programs.
DeVry University Online is a cornerstone of both the DeVry University
Center initiative and the educational system capacity strategy in that it
provides mix-and-match capability, ensuring the availability of a full
complement of courses and helping optimize use of faculty and classroom
space at all teaching locations.
Each of the undergraduate programs is designed to integrate general
education and technology or business. General education courses develop
skills and competencies that help graduates enhance both their professional
and personal capabilities. Businesses require graduates who can fit into
an organization by working collaboratively, having an understanding of how
business works, communicating clearly and having the in-depth technical
knowledge to get the job done. Laboratory courses throughout each
curriculum provide the opportunity to translate classroom learning into a
practical, hands-on experience that better prepares the student for the
workplace.
Undergraduate classes at DeVry campuses are generally offered in morning,
afternoon or evening sessions which help students maintain a part-time job.
The availability of part-time employment and government-provided financial
aid partially offset the competitive advantage of schools charging a lower
tuition. Undergraduate classes at DeVry University Centers are generally
offered in the evening for the scheduling convenience of the predominantly
working adult student. Each curriculum is generally consistent at all of
the undergraduate campuses, with content variations introduced to meet
local employment market needs. This common curriculum is another
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competitive advantage that allows students to transfer, if necessary, to an
undergraduate campus at a different location without interrupting their
studies.
Graduate program 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, technology, quality and
international issues are woven throughout the curricula. Keller's
curricula, which like the undergraduate curricula are generally consistent
at all locations, are regularly reviewed for relevance to both students and
employers.
To facilitate student success, DeVry University devotes significant
resources to libraries and academic support services that can assist
students in any phase of their educational program. In addition, DeVry
undergraduate students are encouraged to participate in an array of offered
social and professional activities. DeVry supports student organizations
closely linked to the professional aspirations of graduates. Campuses
regularly invite technology and business leaders into the classroom.
Faculty members serve as mentors for student chapters and sponsors of a
wide range of student co-curricular projects. Each student is also
required to complete a student success or problem solving strategy course
aiming at preparing students to assume responsibility for their learning
and growth through practical strategies and methods for realizing success.
Ross University
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Founded a quarter of a century ago, Ross University operates two schools.
Ross University School of Medicine offers a Doctor of Medicine (M.D.)
degree and Ross University School of Veterinary Medicine offers a Doctor of
Veterinary Medicine (D.V.M.) degree. Ross University is one of the world's
largest providers of medical and veterinary medical education with over
2,800 students. The schools are located in the Caribbean island countries
of Dominica and St. Kitts/Nevis, respectively.
Ross medical students complete a four semester (approximately 16 months)
basic science and pre-clinical curriculum in modern classrooms and
laboratories on a campus located on Dominica. The remainder of their ten
semester program is completed through clinical rotations conducted at more
than 40 affiliated teaching hospitals in the U.S. The educational program,
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with three academic semesters per year beginning in May, September and
January, is designed to prepare students for general medical practice and
to provide the foundation for postgraduate specialty training in the U.S.
Ross veterinary students complete a pre-clinical (basic sciences plus
medicine and surgery) curriculum in comparable facilities on St. Kitts.
The basic science curriculum is structured to provide a veterinary
education that is fully comparable to that offered at U.S. veterinary
schools. Ross veterinary students complete their first seven semesters on
St. Kitts and then enter a clinical clerkship of approximately 48 weeks
duration at one of approximately 20 affiliated U.S. Colleges of Veterinary
Medicine.
The student population at both schools is selected from applicants who
typically have (1) applied to U.S. medical or veterinary schools but failed
to gain entry, or (2) elected not to apply to U.S. schools because of self-
perceived shortcomings in their academic record but who still desire to
become U.S. physicians or veterinarians. Admission standards at Ross
closely parallel those of U.S. schools, but at somewhat lower levels of
performance. The average Ross medical student is 26 years old, two years
older than the U.S. medical school average and is 56% male, 44% female.
The average Ross veterinary student is 25 years old, one year older than
the U.S. veterinary school average and is 71% female. Most Ross students
are either citizens or residents of the U.S.
Professional and Training
- -------------------------
In June 1996, the Company acquired the Becker CPA Review. At the time of
acquisition, Becker was a leading international training firm preparing
students to take the national Certified Public Accountant and Certified
Management Accountant examinations.
Between 1996 and 1999, Becker acquired several regional CPA review firms,
strengthening its presence in the east coast market. In July 1999, the
Company acquired the operations of Conviser Duffy CPA Review. Conviser was
a national provider of CPA review courses, serving approximately 12,000
students annually at more than 200 locations. With the Conviser Duffy
acquisition, Becker teaching sites now included numerous college campuses
throughout the United States. The combined CPA course operations are now
known as Becker Conviser CPA Review.
17
Becker offers CPA review classes at approximately 300 locations, including
sites in approximately 30 foreign countries, serving about 34,000 students
annually. To reach students for whom class attendance is not practical
because of location or schedule, Becker offers the complete CPA review
course conveniently packaged on CD-ROM or in an online format. The CD-ROM
and online products are interactive, bridging the gap between classroom
study and self study. The structured lesson plan emphasizes the "work and
remember" teaching system which has been so successful in the Becker
classroom environment.
Becker's proprietary course materials and teaching methods, which include
CD-ROM based presentation materials coupled with live classroom
instruction, result in pass rates on the CPA exam for Becker students which
the Company believes are substantially higher than the national average
pass rate, producing nearly one half of all students passing the CPA exam.
The November 2003 CPA exam will be the last exam offered in its current
paper and pencil, fixed date and place format. Effective with April 2004,
the exam will be offered only in a computer-based, on-demand format. The
new exam will be administered for two months out of every three. It is
expected, for example, that the new exam will be offered in April and May
2004, but not in June and then offered again in July and August. Unlike
the current exam, which covers all four parts in a single exam
administration, a candidate may now elect to sit for less than all four
parts at one time. The Company believes that the effect of this change
will be to increase enrollments for review courses leading to the last of
the old format exams in November but to result in lower enrollments for
review courses preceding the first of the new exams in April until
candidates have had an opportunity to assess the experiences and results
for the first group of new exam takers.
In the spring of 2000, Becker offered a pilot version of its own CFA review
course for the Level 1 examination. In January 2001, the Company acquired
Stalla Seminars as a complement to its own review course. Stalla is a
leading provider of CFA review courses and study materials to approximately
8,000 CFA candidates annually, offering classroom seminars in selected
cities in the United States and in major financial centers around the
world. Stalla also offers CFA exam study materials in print, on video as a
supplement to its classroom based seminars or for use in independent study
and in an online format. The number of candidates seeking the Chartered
18
Financial Analyst professional designation has increased significantly over
the past several years and now totals more than 80,000 annually for all
three exam levels, more than half of which are taking the Level 1 exam.
Recent employment reductions at some financial services firms may
negatively impact the number of future exam takers.
Customized educational and training programs are offered through the Center
for Corporate Education ("CCE"). CCE helps organizations achieve superior
performance through work force development, drawing on faculty and
curriculum resources from the DeVry University undergraduate and graduate
programs.
Competition
- -----------
DeVry University
- ----------------
The postsecondary education market is highly fragmented and competitive
with no single institution having a significant market share. There are
approximately 4,100 degree granting postsecondary education institutions in
the United States. DeVry University competes with other (1) for-profit
institutions, (2) community colleges, (3) public and private universities
that serve similar demographic segments, and (4) online education programs.
The undergraduate programs compete with traditional publicly supported and
independent two-year and four-year colleges, other for-profit schools and
alternatives to higher education, such as employment and military service.
Also, some large corporations have begun to offer their employees
accredited college courses that may be applied toward degrees.
At the graduate level, DeVry University competes for students in a market
consisting of students seeking management skills in business and
technology, additional certification or degree credentialing and
educational formats oriented to working adults. In every market in which
it operates, there are numerous state institutions and private, not-for-
profit universities. In addition, there is growing competition from online
programs and site-based for profit school programs.
In each market, local community colleges and state universities continue to
provide educational alternatives to students for whom lower tuition cost is
a high priority. In addition, some educational institutions are reaching
out to partner with local businesses to expand their educational reach.
19
Many educational institutions are also recognizing the growing need for new
and updated programs in what are projected to be future high employment
demand occupations such as information systems, computer networking and
electronics. Although the for-profit segment of postsecondary education
has generally led the way in online education, there are also a growing
number of traditional universities expanding their offerings into the
online format.
There is growing competitive pressure from community colleges, traditional
universities and technical colleges that include industry-specific
certification programs, mostly aimed at the computer information area.
Proprietary and community colleges are offering these industry-specific
certification programs and other short-term certificate programs as a
pathway to the job market for students who do not want longer and more
comprehensive career preparation.
Tuition at independent not-for-profit institutions is, on average, higher
than the tuition at DeVry University. Publicly supported colleges may
offer similar programs at a lower tuition level due to government
subsidies, government and foundation grants, tax-deductible contributions
and other financial sources not available to for-profit schools.
There are more than 1,100 public and private community colleges nationwide,
with more than five million degree seeking students. Many local community
colleges offer highly affordable programs similar in content to DeVry
University's associate degree programs. While community colleges are
competitors, they also provide DeVry University an opportunity to serve
their graduates with bachelor's and master's degree programs through
articulation and transfer agreements.
DeVry University believes that its competitive strengths in undergraduate
program offerings include: career-oriented curricula developed with
regular structured employer input that helps ensure graduates learn skills
that will be marketable to employers; faculty with related industry
experience; the demonstrated effectiveness of undergraduate career services
activities in obtaining education-related employment; national brand name
recognition and market presence; regional accreditation; authorization by
various states to grant degrees; modern facilities; well-equipped
laboratories; evening, weekend and online class schedules; and an academic
calendar schedule that allows attendance year-round, thereby permitting
20
earlier graduation. Only a limited number of traditional colleges offer a
bachelor's degree program that can be completed in three years. This
results in a significant financial advantage to DeVry students who are able
to enter the work force one year earlier than if they had attended a
traditional four-year undergraduate institution.
The expansion of DeVry University Online and DeVry University Centers has
added to the number of locations, class schedules and learning formats to
compete with educational program offerings by other educational
institutions.
DeVry University differentiates itself in the graduate program marketplace
by stressing a practitioner approach to education, excellence in teaching
by a faculty of practicing professionals and a high level of service to the
adult student. Beginning with fiscal 2004, graduate programs, both on-site
and online, are offered on a six 8-week term schedule each year. Classroom-
based courses meet once a week, either in the evening or on Saturday. This
schedule allows students with heavy travel or other demands on their time
to fit courses into their schedules. In addition, in most markets, there
is flexibility in course scheduling, a greater choice of elective courses
and a more convenient location than offered by its competitors. There is
also an accelerated format of the MBA program on Saturdays at some
locations for students who wish to complete their degree more quickly and
without disrupting their work week. As the market for adult education
programs has expanded in recent years, other schools have implemented multi-
location evening and weekend programs. However, enrollments in DeVry
University graduate programs continue to increase, demonstrating the
recognition it has earned as an innovator in providing quality practical
education.
With educational centers in an expanding number of states and multiple
locations within many of these states, DeVry University offers distributed
access points throughout the country to adults who may be transferred from
one part of the country to another by their employer or who capitalize upon
personal career opportunities in other locations. Additionally, with the
inclusion of all of its graduate programs and an expanding list of
undergraduate programs in a distance delivery format, DeVry University has
expanded its availability to all qualified students without regard to their
location or daily schedule. By delivering courses both on-site, in an
21
expanding number of sites, and online, DeVry University benefits from the
competitive advantage of enhancing student satisfaction and success with
this scheduling and format flexibility.
Ross University
- ---------------
For 2003, it is estimated that applications to U.S. medical and veterinary
medical schools will aggregate over 35,000 and 6,700, respectively. From
these applicant pools, only approximately 17,000 and 2,300 students,
respectively, will be accepted. Acceptance levels have remained largely
unchanged for more than two decades. The large number of denied medical
and veterinary applicants represent the largest segment of prospective
students for Ross University. Based upon the number of Medical College
Admission Test ("MCAT") takers, which exceeded 56,000 in 2002, Ross
University believes that the potential market is much larger than the
denied applicant pool alone.
The demand for medical education is expected to increase over the next
decade, spurred by a physician/supply demand imbalance that is projected to
grow. The educational capacity of U.S. medical schools has not changed
materially in over two decades. Because most university teaching hospitals
are losing money and because of budget pressures at state/federally funded
schools, there is little likelihood of any significant expansion of
capacity. Ross University believes the veterinary medical education market
is subject to many of the same forces.
Competing with Ross University in the medical education market, in addition
to the 125 U.S. based schools of medicine, are twenty U.S. Colleges of
Osteopathic Medicine which admit approximately 3,000 students annually and
fifteen Caribbean based, U.S. modeled medical schools with U.S. based
clinical rotations. Competing with Ross University in the veterinary
education market, in addition to the U.S. based schools of veterinary
medicine, are two other offshore schools of veterinary medicine with much
lower enrollments.
Compared to its for-profit competitors, Ross University enjoys several
competitive advantages, including a large alumni base and strong
reputation, financial aid eligibility for its students and the large
network and diverse geographical opportunities for clinical rotations.
22
Professional and Training
- -------------------------
Becker competes with other methods of CPA and CFA exam preparation,
including self-study; accounting firm and Association for Investment
Management and Research sponsored courses; courses offered by colleges and
universities; and courses offered by other private training companies.
According to reports by the National Association of State Boards of
Accountancy, two-thirds of first-time CPA candidates and more than half of
repeat candidates reported participating in a review course in the six
months prior to taking the exam. Courses offered by colleges and private
competitors generally have a lower total course cost to help attract
students.
Becker differentiates itself from its competitors by providing more
classroom hours of instruction, extensive and constantly updated review and
practice test materials and experienced, qualified instructors for each of
the areas of specialty included in the exam. In addition, Becker's CD-ROM
and online courses offer a wider range of study alternatives than other
course providers. Becker's CPA courses undergo regular review and revision
to stay current with the latest accounting practice. The high success rate
of students who take the Becker review course and the numbers of students
enrolling after taking other review courses or independent study, but not
passing the CPA exam, are testimony to the quality and value of the Becker
methodology.
CPA, CMA and CFA exam candidates can also take the Becker review course
content and methodology in conjunction with their DeVry University MBA or
MAFM programs in most states in which the classes are offered, earning full
graduate academic credit. These credits can also be used to fulfill the 150
hour rule educational requirement to sit for the CPA exam in those states
where the 150 hour rule has been enacted. This provides both Becker and
DeVry University with an important competitive advantage. To further
extend the marketing and operational benefits of joint operation, Becker
offers classes at some DeVry undergraduate campus and DeVry University
Center locations.
The CFA review course is taught live in a classroom setting in selected
large markets around the world and in an online format to help reach
potential exam takers not able to attend the classroom course. In the CFA
23
exam preparation market, much like the CPA exam preparation market, Becker
competes with courses offered by other training companies and student self-
study.
Student Recruiting
- ------------------
DeVry University
- ----------------
In order to broaden its market position and reverse the pattern of reduced
responses to its undergraduate marketing program, in the spring of 2002
DeVry University hired DraftWorldwide, a large advertising agency with
strong strategic branding and direct response capabilities. By the fall of
2002, a new ad campaign was introduced, featuring the university in DeVry
University, as its theme. Since then, there have been several adjustments
and improvements to the campaign to improve potential applicant response.
Students are recruited by admissions representatives at on-campus
admissions offices and by field student recruiters. Field student
recruiters are an important nationwide element of the undergraduate
recruiting process because a significant portion of undergraduate students
come from outside the immediate area in which the campus they attend is
located. While all graduate school students are recruited by admissions
representatives, the percentage of undergraduate enrollment which comes
from each of these two recruiting sources varies campus by campus,
depending largely on the school's location and the size of the local market
area. Overall, admissions representatives currently generate approximately
75% of undergraduate total enrollments. DeVry University employs
approximately 600 undergraduate admissions representatives and field
recruiters throughout the United States and Canada.
In order to recruit students in certain states and Canadian provinces,
representatives and recruiters must be licensed or authorized by the
appropriate regulatory agency. Regulations governing student participation
in U.S. federal financial assistance programs prohibit the payment of
commissions, bonuses or incentives to student recruiters based directly on
the number of students they enroll. The Company believes that its method
of representative and recruiter compensation complies with the current
regulations.
24
Admissions representatives are salaried, full-time Company employees. They
are located at each undergraduate campus, and graduate and DVUC teaching
center. They work with potential applicants who respond to the Company's
advertising or otherwise learn of the school. Admissions representatives
generally work with older students, many of them working adults wanting to
attend class in the evening or on weekends, recently unemployed adults
seeking to improve their job skills as a way to re-enter the workforce and
students transferring to a DeVry undergraduate program from nearby
community colleges. Each DeVry undergraduate campus has entered into
articulation agreements with nearby community colleges to facilitate the
enrollment of their students seeking to transfer course credits into a
DeVry program. Approximately 25% of new students recently enrolled in U.S.
DeVry undergraduate programs had some prior college experience.
Students applying to the DeVry University undergraduate online education
program are recruited primarily by admissions representatives, either on a
campus or university center if the applicant lives or works in geographic
proximity, or by admissions representatives who are located at the
Company's headquarters in Illinois and who are dedicated to serving online
applicants. Students seeking admission to the undergraduate online program
can complete their application process by telephone, fax and/or e-mail. In
addition, some students in areas remote from a DeVry University location
may also be recruited by a field sales representative in that territory.
Field student recruiters are salaried, full-time Company employees. The
field recruitment organization has the responsibility of managing all
recruitment activity in high schools, community colleges and military bases
in its assigned geographic territory. Field recruiters meet individually
with prospective undergraduate students who are contacted primarily through
high school, club and youth group presentations. These student recruiters
visit over 7,000 high schools in North America each year, making
presentations on career choices and the importance of a college education.
These presentations offer a service to high school educators by providing a
resource for educating students on careers in business and technology
related fields. The outcome of these presentations is the collection of
career surveys from high school juniors and seniors. These surveys provide
a large and important source of leads for student recruitment.
25
Field recruiters also receive student inquiries generated by direct mail
and television advertising in the particular recruiter's territory. Follow-
up interview sessions with prospective students are generally held in the
student's home with the student and his or her parents. Recruiting
opportunities also exist to U.S. military veterans with military-specific
technical training. Veterans are attracted to DeVry's practical career-
oriented education, and the expanding number of locations across the U.S.
are often near the home area to which the veteran will relocate.
In support of its admissions representatives and field recruiters, DeVry
University advertises on television and radio, in magazines and newspapers,
on various Internet sites, and utilizes telemarketing and direct mail to
reach prospective students. Prospective students are also frequently
referred by high school career counselors, employers, alumni or currently
enrolled students. In addition to these more traditional recruiting
methods, DeVry University's own Internet site provides another avenue for
students to receive information and apply for admission.
To be admitted to an undergraduate program in the United States, an
applicant must be either a high school graduate, have a General Education
Development ("GED") certificate or hold a degree from an accredited
postsecondary institution. Applicants must also complete an interview with
a DeVry admissions representative. In Canada, an applicant must meet
either the same criteria as in the U.S. or meet alternative Amature
student@ criteria. Applicants must also meet minimum admissions and
placement examination scores which vary depending on the program to which
they are applying. In 1996, the Computerized Placement Tests ("CPT"),
which were designed in collaboration with The College Board and Educational
Testing Service, were first used for undergraduate admissions. These exams
help serve the needs of applicants by better assessing their achievement
levels and developmental needs during the admission process. Since its
introduction, minimum admission and placement scores on the CPT have been
raised several times in an effort to better select and serve those students
most likely to successfully complete their educational program. Submission
of ACT or SAT examination scores deemed appropriate for the desired program
or the submission of acceptable grades in qualifying college-level work
completed at an approved postsecondary institution can also be used to meet
undergraduate admission requirements.
26
Subsequent to the completion of an application by prospective students who
will be attending a DeVry campus, the campus maintains contact with these
prospective students through phone calls, mailings and invitations to
campus run workshops to improve the rate at which such applicants begin
their program of study.
To be admitted to a graduate program, applicants must is a baccalaureate
degree from a U.S. institution that is accredited by or is in candidacy
status with a regional accrediting agency. Foreign applicants must hold a
degree recognized to be equivalent to a U.S. bachelors' degree. Applicants
must also achieve acceptable scores on either the Graduate Management
Admission Test ("GMAT"), the Graduate Record Examination ("GRE") or an
alternative admission test, designed and validated by Educational Testing
Service. All admissions decisions are based on evaluation of a candidate's
academic credentials, entrance test scores and a personal interview.
To assist students who live distant from the campus that they attend, DeVry
University helps undergraduate students secure local living arrangements.
While DeVry University has no dormitory facilities, lists of nearby
available private apartments or rooms are maintained for students'
convenience. In addition, some campuses maintain furnished apartments for
shared rental by students. Students pay their housing rental and fees to
DeVry who contracts with the property owner. Thus, DeVry becomes the
students' landlord and students are assured of a fixed rental charge per
month, similar to more traditional dormitory or apartment arrangements at
other colleges. In an effort to attract more new students, DeVry
University is finalizing arrangements for the construction and operation of
traditional dormitory facilities adjacent to several of its campuses.
Ross University
- ---------------
The Ross University medical and veterinary school focus their marketing
efforts on attracting highly qualified U.S. applicants with the motivation
and ability to complete their educational programs and to pass the
applicable licensure examinations. To generate interest among potential
students, Ross employs a marketing program that includes a national poster
campaign at U.S. undergraduate campuses, web sites, visits to undergraduate
campuses to meet the pre-med, pre-vet advisors and prospective students,
targeted direct mail campaigns, alumni referrals, information seminars in
27
key markets and college newspaper advertising to build general awareness of
Ross and promote their information seminars. Nearly half of all leads come
through the Ross web site.
Ross employs admissions representatives at several U.S. regional offices
who pursue expressions of interest by arranging for interviews, campus
tours and by assisting prospective students in the application process.
Admission requirements include a four year undergraduate degree with
courses in biology, chemistry and math as appropriate to the curriculum.
Interviews for the medical school are conducted principally at a Company
facility in Miami, Florida. Interviews for the veterinary school are
conducted in Florida, California and New Jersey. All admission decisions
are made by the faculty Admissions Committees at the respective schools.
Professional and Training
- -------------------------
Becker markets its courses directly to potential students and to selected
employers, e.g., the large national and regional accounting and financial
services firms. Alumni referrals, direct mail, print advertising and a
network of on-campus recruiters at colleges and universities across the
country generate the new students who take the CPA, CMA or CFA review
courses. Becker runs its CPA review program on about 70 college campuses,
recruiting students attending that college. Becker is also the preferred
provider of CPA review for several of the largest CPA firms. The Becker
Internet site provides another source of information to interested
applicants. Becker also enrolls many students who have previously
completed a competitor's course or a self-study program but were then
unable to pass the exam.
In response to the 150 credit hour requirement to take the CPA exam, some
of the top colleges and universities have designed their accounting
programs to add a fifth year, either with a master of accounting curriculum
or in connection with their MBA programs. In 1998, Keller introduced a
graduate program, Master of Accounting and Financial Management. The MAFM
program includes tracks for CPA, CMA, and CFA candidates and culminates
with a Becker Conviser review course.
Becker has introduced the CPA review course on CD-ROM and online for
students who are unable to attend classroom based instruction. With the
acquisition of Stalla Seminars, the CFA exam course is now offered in an
expanded number of classroom locations and online.
28
Accreditation and Approvals
- ---------------------------
Accreditation is a process for recognizing educational institutions and the
programs offered by those institutions for achieving a level of quality
that entitles them to the confidence of the educational community and the
public they serve. In the United States, this recognition is extended
primarily through nongovernmental, voluntary, regional or specialized
accrediting associations. Accredited institutions are subject to periodic
review by accrediting bodies to ensure that these institutions maintain the
levels of performance, evidence institutional and program improvement,
demonstrate integrity and fulfill other requirements established by the
accrediting body.
Although regional accreditation in the United States is a voluntary process
designed to promote educational quality and improvement, it is an important
strength, providing significant advantages over most other for-profit
colleges. College and university administrators depend on the accredited
status of an institution in 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 eligibility for federal financial assistance.
Also, most scholarship commissions restrict their awards to students
attending accredited institutions.
DeVry University
- ----------------
Until February 2002, DeVry Institutes and Keller Graduate School were each
separately accredited by the Higher Learning Commission of the North
Central Association of Colleges and Schools ("NCA"), one of the six
regional collegiate accrediting agencies recognized by the U.S. Department
of Education. The North Central Association is the same accrediting agency
that accredits other four-year publicly supported and independent colleges
and universities in the North Central region. Keller Graduate School was
first awarded its NCA accreditation status in 1977 and DeVry Institutes was
first awarded NCA accreditation status in 1981. The DeVry Institutes and
Keller accreditations were last reaffirmed by the Higher Learning
Commission of The North Central Association in 1992 for the maximum ten
year period.
29
In February 2002, the Higher Learning Commission of the North Central
Association approved the merger of DeVry Institutes and Keller Graduate
School of Management into a single educational institution with the name
DeVry University. This represents institutional recognition of the
corporate governance and comprehensive higher-education system that is
DeVry University.
A comprehensive evaluation visit by NCA was conducted during August 2002.
Subsequently, the Higher Learning Commission of NCA approved another 10
year re-accreditation for DeVry University. NCA further affirmed that
DeVry University can offer, without restriction, any of its programs on-
site, online or through any combination of the two. As a part of the re-
accreditation, DeVry University is required to submit a program report by
May 2004 on the implementation of the merger into a single entity.
Until recently, under Canadian law, the Canadian undergraduate campuses
were not permitted to grant degrees. However, students at the Canadian
campuses could transfer to campuses in the U.S. to complete their degree
requirements. In 1995, the Alberta Department of Advanced Education, the
State of Arizona and the Higher Learning Commission of the North Central
Association of Colleges and Schools approved the DeVry campus in Phoenix to
offer several bachelor of science degree-completion programs on the Calgary
campus. This allowed students attending classes at the Calgary campus to
complete their degree studies without relocating to a campus in the United
States. Students attending one of the Toronto-area campuses could transfer
to Calgary to participate in this program rather than transferring to a
DeVry campus in the United States. In 2001, the province of Alberta
granted accreditation to DeVry Calgary to offer bachelor of technology
degree programs in electronics engineering technology and computer
information systems, as well as a bachelor of business operations degree
program. DeVry Calgary became the first private, for-profit institution in
Canada to be provincially accredited to grant baccalaureate degrees.
Accreditations of DeVry University in the United States and Canada are as
follows:
30
UNITED STATES CANADA
Higher Learning Commission of the Calgary campus bachelor of
North Central Association. NCA is technology in Electronics
listed by the U.S. Department as a Engineering Technology, bachelor of
recognized accrediting association. technology in Computer Information
Systems and bachelor of Business
The baccalaureate Electronics Operations is accredited by the
Engineering Technology (EET) Alberta Private Colleges and
programs at most U.S. locations are Accreditation Board.
accredited by the Technology
Accreditation Commission of the Calgary campus Computer Engineering
Accreditation Board for Engineering Technology and Information
and Technology (TAC of ABET). The Technology curricula continue
associate-and baccalaureate-level accreditation under the DeVry
EET programs in North Brunswick are University campus in Phoenix as an
TAC of ABET accredited. The off-site instructional location.
Arlington, Colorado Springs,
Federal Way, Fort Washington, The Electronics Engineering
Houston, Miramar, Orlando, West Technology and the Electronics and
Hills and Westminster sites will Computer Technology programs are
apply for TAC of ABET accreditation accredited by the Canadian
for their baccalaureate EET Technology Accreditation Board
programs when their first classes (CTAB).
graduate. The baccalaureate
Computer Engineering Technology
(CET) programs at U.S. locations
will apply for TAC of ABET
accreditation when their first
classes graduate.
In the United States, each DeVry University location is approved to grant
associate, bachelor's or master's degrees by the respective state in which
it is located.
31
Ross University
- ---------------
The Medical School has been recognized and accredited as a University and
School of Medicine by the Dominican Medical Board ("DMB"). The National
Committee on Foreign Medical Education ("NCFME") of the U.S. Department of
Education has affirmed that the DMB has established and enforced standards
of educational accreditation which are the equivalent of those promulgated
by the U.S. Liaison Committee on Medical Education ("LCME"). In addition,
the states of New York, New Jersey, California and Florida, the only four
states to require separate licensure for medical schools, have approved or
found the program of study to be acceptable.
The Veterinary School has been recognized as a University and School of
Veterinary Medicine by the government of the Federation of St. Christopher
Nevis, St. Kitts and is American Veterinary Medical Association ("AVMA")
listed. The Veterinary School is affiliated with 18 AVMA accredited U.S.
Colleges of Veterinary Medicine. Only students who graduate from an AVMA
listed school are eligible for U.S. licensure.
State and Provincial Approval and Licensing
- -------------------------------------------
Authorizations from state or provincial licensing agencies or ministries
are required to recruit students, operate the Company's schools and 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. Many states and provinces
require for-profit postsecondary education institutions to post surety
bonds for licensure. The Company has posted more than $6 million of surety
bonds with state and local regulatory authorities on behalf of DeVry
University in the U.S. and approximately CDN $0.9 million of surety bonds
with regulatory agencies in Canada. Certain states have set standards of
financial responsibility different from those prescribed by federal
regulation. The Company believes it is currently in material compliance
with state and Canadian provincial regulations. If the Company were unable
to meet the tests of financial responsibility for a specific state, and
could not otherwise demonstrate that it was financially responsible, it
could be required to cease operations in that state. To date, the Company
has successfully demonstrated its financial responsibility where required.
32
Surety bonds are also required in some states and local jurisdictions on
behalf of Becker Conviser Professional Review. At the end of fiscal 2003,
these bonds totalled approximately $0.9 million.
Tuition and Fees
- ----------------
DeVry University
- ----------------
Effective with the summer 2003 term, tuition at the United States
undergraduate campuses and University Centers for two semesters (one
academic year) ranged from $9,960 to $11,100. Variations in tuition depend
on the particular campus attended. Based upon current tuition rates, for a
student enrolling in the five term undergraduate Electronics and Computer
Technology program, total tuition cost would range from $24,950 to $27,800.
For a student enrolled in the nine term undergraduate Electronics
Engineering Technology program, total tuition cost based upon current rates
would range from $44,870 to $50,000. Students enrolled in an online
program pay somewhat different tuition rates. Students enrolled on less
than a full time basis are charged somewhat lower tuition. Undergraduate
tuition rates at DeVry University are below the average tuition at four-
year independent institutions, but are higher than the average at four-year
publicly supported institutions. For the academic year 2002/2003, the
average annual tuition at four year private schools was $18,873, an
increase of 5.8% from last year, while the average annual tuition at four
year publicly supported institutions was $4,081, an increase of 9.6% from
last year. Community colleges increased their tuition by 7.9% to $1,735
per year. These tuition rate increases are generally the largest rate
increases since the late 1980s and early 1990s.
The DeVry University undergraduate tuition increase in the summer of 2003
was approximately six percent, depending on the campus attended. Tuition
increases in previous years approximated the rate of increase at many other
postsecondary education institutions. In early 2002, some state supported
educational institutions, affected by reduced funding because of declining
state tax revenues, announced double digit tuition rate increases. Similar
tuition rate increases occurred in the following year. However, their
tuition rates for students qualifying for in-state tuition generally remain
below those at DeVry University undergraduate campuses.
Tuition rates at the Canadian campuses are somewhat lower than those at
campuses in the U.S.
33
Certain undergraduate programs, such as the one year Information Technology
program, are charged at a total program price, not on an individual term
basis and students at several DeVry University campuses enrolled in the
Computer Information Systems program receive a laptop computer as part of
the program and pay a somewhat higher tuition.
Effective with the July 2003 term, graduate program tuition per classroom
course (four quarter credit hours) ranges from $1,345 to $1,690, depending
on the location at which the student is enrolled. This is an increase of
approximately 6% and compares to tuition rates from $1,250 to $1,590
implemented in September 2002. The price for courses taken online is
$1,765.
If a student leaves school prior to completing a term, federal, state and
Canadian provincial regulations and accreditation criteria permit the
Company to retain only a set percentage of the total tuition received from
the student, which varies with, but generally equals or exceeds, the
percentage of the term completed by the student. Amounts received by the
Company in excess of such set percentages of tuition are refunded to the
student or the appropriate financial aid funding source.
In addition to the tuition amounts described above, students at DeVry
University must purchase textbooks and supplies as part of their
educational program.
Ross University
- ---------------
Current tuition and fees for the basic sciences part of the program of the
Medical School and Veterinary School are $9,600 and $9,725 per semester,
respectively. Tuition and fees for the clinical portion of the programs
are $10,525 and $11,475 per semester respectively. These amounts do not
include books, supplies or living expenses. These tuition rates have
increased by approximately 5.5% from last year.
The Company believes that the tuition charged by Ross University is at the
low end of the range of prevailing tuition rates in private medical and
veterinary schools but approximately equal to or higher than tuition rates
in publicly supported medical and veterinary schools. Tuition rates have
increased every year and have not produced a decline in new student
enrollments.
34
Professional and Training
- -------------------------
The price of the complete classroom Becker CPA review course is $2,080,
which includes an enrollment fee. The complete CPA review course on CD-ROM
is priced at $1,780. The complete online review course is priced at
$2,180. Discounts from these tuition rates are offered under various
enrollment promotions at college campuses and for students employed by
participating accounting firms. The list price for the basis on-sit CFA
exam course is $1,290 subject to various promotional program discounts.
Financial Aid and Financing Student Education
- ---------------------------------------------
DeVry University
- ----------------
Students attending DeVry University finance their education through a
combination of family contributions, individual resources (including
earnings from full- or part-time employment), financial aid (including
Company-provided financial aid) and tuition reimbursement from their
employers.
The Company believes that more than 70% of its U.S. undergraduate students
receive some government-sponsored financial aid and that a similar
percentage of the students attending the Canadian DeVry Institutes receive
some government-sponsored financial assistance. A 1999-2000 study on
student financing of undergraduate education found that approximately 55%
of students received some form of financial aid from federal, state,
institutional or other sources.
DeVry University assists its undergraduate students in locating part-time
employment. Data from the National Center for Education Statistics
indicates that almost half of all full-time college students between the
ages of 16 and 24 are employed. The Company believes that a substantially
greater percentage of its full-time undergraduate students are employed to
help finance their costs of education. DeVry develops an assistance
package for students who require financial aid on the basis of a financial
aid application completed by the student and the student's family.
Government-sponsored financial aid is of great importance to the Company
because approximately 65% of the U.S. undergraduate tuition, book and fee
revenues have been financed by government-provided financial aid received
by its students.
35
Although not as significant for Keller Graduate School, government-
sponsored financial aid is utilized by more than an estimated 50% of its
graduate students, providing approximately 41% of its revenues.
Additionally, the Company believes that approximately 65% of its graduate
students receive some tuition reimbursement assistance from their
employers.
The government-provided financial aid and assistance programs in which many
of the Company's students participate are subject to political and
governmental budgetary considerations. In the United States, the Higher
Education Act guides the federal government's support of postsecondary
education. The Act was most recently reauthorized in the fall of 1998,
redefining and extending the numerous financial aid programs currently in
existence. Congress has begun hearings on the next Reauthorization of the
Higher Educational Act. There is no assurance that federal funding will be
continued at its present level or in its present form. A reduction in
funding levels to financial aid programs could result in lower enrollments
or an increased amount of Company-provided financial aid to its students.
Extensive and complex regulations in the United States and Canada govern
all of the government grant, loan and work study programs in which DeVry
University and its students participate. Regulations and standards that an
institution must satisfy in order for its students to participate in
federal financial assistance programs include, among others, maximum
student loan default rates; limits on the proportion of an institution's
revenue that can be derived from federal aid programs; prohibition of
certain types of incentive payments to student recruiters; standards of
financial responsibility and administrative capability requirements.
In 1998, the Department of Education introduced a new standard of financial
responsibility test. The standard is based upon a composite score of three
ratios which are designed to measure various aspects of an educational
institution's financial stability. These ratios include an equity ratio
which measures the institution's capital resources, a primary reserve ratio
which measures an institution's ability to fund its operations from current
resources and a net income ratio which measures an institution's ability to
operate profitably.
36
The Company believes that, based upon its computations, it has demonstrated
a high level of financial stability as measured by these tests. Failure to
achieve these financial responsibility standards or otherwise demonstrate,
within the regulations, its ability to continue to provide the educational
services it offers could result in the Company being required to post a
letter of credit to permit its students to continue to participate in
federal financial assistance programs. In addition to the regulations and
standards which must be met by the institution, student recipients of
financial aid must maintain satisfactory progress toward completion of
their program of study and an appropriate grade point average.
Institutions that participate in U.S. federal financial aid programs must
disclose information 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. At DeVry University,
undergraduate admission requirements have been increased and student
support services have been added, both aimed at improving student
completion rates. For the fall 1995 freshman student cohort (the latest
period for which final completion statistics are available), the graduation
rates increased slightly from 1994 for both first-time freshman and for
students admitted with some prior college experience. Completion rates, as
defined by the Student-Right-To-Know Act at each of the U.S. undergraduate
campuses, generally fall within the range of completion rates, at selected
four-year urban public colleges in the areas in which these campuses are
located. Many students who previously attended another college are
admitted to DeVry's undergraduate programs but are not included in these
completion rate statistics. Completion rates for the undergraduate
students entering with previous college experience are generally higher
than for first-time students.
DeVry University maintains a staff at its Oakbrook Terrace headquarters to
review, interpret and establish procedures for compliance with regulations
governing financial assistance programs and process financial aid
applications from its students. Because financial assistance programs are
required to be administered in accordance with the standard of care and
diligence of a fiduciary, any regulatory violation could be the basis for
disciplinary action, including the initiation of a suspension, limitation
37
or termination proceeding against DeVry University. Changes in or new
interpretations of applicable laws, rules or regulations could have an
adverse effect in the future.
In the United States, DeVry University has completed and submitted all
required audits of compliance with federal financial assistance programs
for fiscal 2002, and its independent auditors are currently conducting the
required audits of the one year period ending June 30, 2003. In
conjunction with previously filed audit reports on the processing of
financial aid on behalf of its student's participation in federal financial
aid programs, DeVry University has been required to post letters of credit,
generally of one year duration, in amounts totaling approximately $2.5
million.
The Department of Education may periodically conduct site visits at any of
the Company's locations as a part of its program of periodic review of the
administration of student financial assistance programs. In April 2002,
the Company received notice from the Office of Postsecondary Education of
the United States Department of Education of a limited scope program review
of federally funded student financial assistance programs administered by
DeVry on behalf of its undergraduate students. This review was conducted
at the Company's headquarters office in late May. The final report on this
review was issued by the Office of Postsecondary Education in June. It
included recommendations for process improvements but did not impose any
monetary liability on the Company. Such program reviews may be conducted
at any educational institution at any time and have been conducted in the
past at several DeVry campuses. Previous Department of Education program
reviews at DeVry have not resulted in material findings or adjustments.
Although the Company has no reason to believe that any proceeding against
the Company is presently contemplated, if such a proceeding were initiated
against the Company and resulted in a substantial curtailment of DeVry
University's participation in government grant or loan programs, the
Company could be adversely affected.
In January 2003, the New York State Comptroller's Office began an audit of
DeVry New York's compliance with the New York State Tuition Assistance
Program Grant ("TAP") requirements for the three year period ending June
2002. Fieldwork was completed in June 2003 and a preliminary report was
issued in July. The Company responded to the preliminary report,
disagreeing with some of the findings in the report. Based upon this
38
preliminary report, the Company estimates that any disallowance resulting
in financial liability to the Company will not be material in amount and
has been reserved for as of June 30, 2003.
In Canada, the Toronto-area campuses have completed and submitted the
required annual review of Ontario Student Assistance Program administration
for fiscal 2002 and the Company's independent auditors are prepared to
begin the required audit for fiscal 2003. In conjunction with the required
annual review procedures related to its administration of financial aid
programs under the Ontario Student Aid Program, the Toronto-area DeVry
campuses had engaged in discussions with the Ontario Ministry of Education
relating to certain additional information requirements. These additional
information requirements could serve as the basis for a Ministry claim for
the return of some amount of financial aid disbursed to students attending
these campuses. Although there are no current discussions underway with
the Ministry, based upon its previous discussions, the Company believes
that there will be no significant monetary liability.
The following is a description of the U.S. and Canadian financial aid
programs in which DeVry University students participate:
United States Government Financial Aid Programs - The following U.S.
Department of Education financial aid programs under Title IV of the Higher
Education Act are utilized by DeVry University students in the United
States: (1) Federal Pell Grant ("Pell"), (2) Federal Supplemental
Educational Opportunity Grant ("SEOG"), (3) Federal Family Education Loan
Program ("FFELP"), (4) William D. Ford Federal Direct Student Loan Program
("FDSL"), (5) Federal Perkins Direct Student Loan program ("Perkins") and
(6) Federal Work Study ("FWS").
Grants - These funds, made available by the government to all eligible
students who demonstrate financial need, do not have to be repaid.
Only undergraduate students are eligible to participate in the Pell
and SEOG Grant programs. Eligible students received a Pell grant
which ranged in amount from $400 to $4,000 for the 2002/2003 year.
For the 2003/2004 year, the maximum Pell grant is currently increased
to $4,050. Increases in Pell grant limits have historically lagged
behind the rate of tuition increases.
39
SEOG is a supplement to the Pell grant, available to only the neediest
undergraduate students because SEOG funds are limited in amount at
each institution based upon a federally-determined formula. The
maximum SEOG award is $4,000 per academic year. In addition to these
federal assistance funds, DeVry University is required to make a 25%
institutional matching contribution of all federal SEOG funds. The
institutional matching contribution may be satisfied, in whole or in
part, by DeVry scholarship funds, discussed separately in this
section, or by externally provided scholarship grants.
Loans - Students at DeVry University participate in the Stafford and
PLUS programs within the FFELP and FDSL program and in the Perkins
loan program. Under the FDSL program, students or parents borrow
directly from the Department of Education, rather than from commercial
lenders, under terms that are generally the same as for loans under
the FFELP.
STAFFORD LOANS - A subsidized Stafford loan, awarded on the basis
of student financial need, is a low interest loan with interest
charges and principal repayment not scheduled to begin until six
months after a student no longer attends school on at least a
half-time basis. Loan limits per academic year range from $2,625
for students in their first academic year to $5,500 for students
in their third or higher academic year, increasing to $8,500 per
academic year for graduate students. An unsubsidized Stafford
loan may be awarded to students who do not meet the needs test
and incurs interest charges from the time the loan is disbursed;
however, the interest payment may be deferred until the principal
payments begin. Unsubsidized loan limits per academic year range
from $4,000 for students in their first academic year to $5,000
in their third or higher academic year, increasing to $10,000 per
academic year for graduate students. Both the subsidized and
unsubsidized loans are available to undergraduate and graduate
students.
PLUS LOANS - A PLUS loan enables parents of a dependant student to
borrow for the cost of their children's education. These loans
are not based on financial need, they are not subsidized and
interest charges and repayment begin upon receipt of the loan.
40
PERKINS LOANS - A Perkins loan is a low interest loan available
to only those undergraduate students who demonstrate exceptional
financial need. Perkins loans are available up to a maximum of
$4,000 per academic year. Funding for this program is provided,
in part, by the Department of Education and, in part, by the
participating institution. As loans are repaid, the principal
and interest from these repayments is returned to the pool of
funds available for future loans to students at that institution.
New funding from the Department of Education is limited in amount
based upon federally determined rules.
Historically, over 80% of the financial aid received by DeVry
University undergraduate students and 100% of the federal financial
aid received by its graduate students has been provided by federal
student loans.
Work Study - Work opportunities, both on or off-campus, under FWS are
offered on a part-time basis to undergraduate students who demonstrate
financial need. Work Study wages are paid partly from federal funds
and partly from qualified employer funds.
State Financial Aid Programs - In addition to the various federal loan and
grant programs, state grant and loan assistance may be received by eligible
students attending DeVry University undergraduate campuses in Arizona,
California, Colorado, Florida, Georgia, Illinois, Missouri, New Jersey, New
York, Ohio and Pennsylvania.
"90/10 Rule" - This U.S. Department of Education regulation affects only for-
profit postsecondary institutions, such as DeVry University. Under this
regulation, students attending a for-profit institution that derives more
than 90% of its revenues from federal financial assistance programs in any
year are not able to participate in these programs for the following year.
This regulation is commonly referred to as the "90/10 rule." Prior to
1999, the rule permitted only 85% of revenues to be collected from federal
financial assistance programs. When the limit was increased to 90%, the
definition of revenues was modified to exclude revenue funded by
institutional scholarships. Final data for fiscal 2003 are not yet
complete but, in fiscal 2002, the U.S. undergraduate campus system derived
41
approximately 65% of its revenues from these programs. Approximately 41%
of revenues from students enrolled in graduate programs was derived from
these defined financial aid programs.
In fiscal 2002 and preceding years, each of the DeVry undergraduate
campuses (except for those that operated as an additional location of an
established campus), and the graduate teaching centers as a group were
established as separate institutions under the Higher Education Act ("HEA")
provisions and must separately meet the criteria for the "90/10 rule" and
loan default rates. Beginning with fiscal 2003, all of the DeVry
undergraduate operations were combined into a single reporting rate.
In addition to the various financial aid programs described above, there
are 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 student loan interest tax deductions.
Canadian Government Financial Aid Programs - Canadian undergraduate
students, 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 Student Loans are available
to DeVry students who are Canadian citizens or permanent residents of
Canada. Students who meet residency requirements within the Province of
Ontario and attend an approved postsecondary institution, are eligible to
participate in the Ontario Student Loan Program. Students from Quebec are
eligible for loans under the Quebec Student Loan Plan. The loans are
interest-free while the student is in school, and repayment begins six
months after the student leaves school. Canada Study Grants 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 are
also available to qualified applicants to help finance their education.
Company-Provided Financial Assistance - The Company's EDUCARD Plan is
available to undergraduate students attending U.S. campuses. Similar
installment payment options are available for the Canadian campuses. The
EDUCARD Plan is an installment loan program designed to assist students
unable to completely cover educational costs with student and family
42
contributions, federal and state grants and loans. The installment loan
feature of the EDUCARD Plan is available to a student only after other
student financial assistance has been applied toward the payment of
tuition, books and fees and is available only for those purposes.
Repayment of EDUCARD Plan balances is negotiated in accordance with the
financial circumstances of the particular student, but is typically on a
monthly basis with all balances required to be paid within 12-24 months
following a student's graduation or termination of study. The receivable
balance related to DeVry University-provided financial aid at its U.S.
undergraduate campuses at June 30, 2003, was approximately $21.2 million,
about the same amount as last year. Amounts owed by students under the
EDUCARD Plan are subject to a monthly interest charge of 1% of the average
outstanding balance.
In September 2000, several undergraduate campuses began offering a
supplementary loan program with funding from private lenders. This new
program is aimed at students whose eligibility for federal and state funded
financial aid is not sufficient to cover all their costs of education.
This program, with a limited DeVry University risk sharing for loan
defaults, has longer repayment periods, lower monthly payments and
generally lower interest rates on borrowings than offered by the EDUCARD
Plan, and is intended as an alternative to the current EDUCARD program.
This program has been expanded to additional campuses since its
introduction.
In addition to the student financial assistance provided by the EDUCARD
Plan, numerous scholarships are offered to DeVry University undergraduate
students. Scholarship programs have been offered in previous years and are
expected to be offered in the future. The DeVry campuses have also
provided funds in the form of institutional grants which help those
students most in need of financial assistance.
Graduate students who wish to defer tuition payment may choose from several
deferred payment plans and students eligible for tuition reimbursement
plans may be able to have their tuition billed directly to their employer.
The U.S. Congress has, from time to time, provided various tax benefits
related to educational expenses incurred by graduate and undergraduate
students. Educational expenses paid by an employer on behalf of an
43
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.
Ross University
- ---------------
Eligible students attending the Ross University School of Medicine and the
School of Veterinary Medicine can receive federal financial aid in the form
of student loans. Loan limits are $18,500 per academic year with a
$138,000 aggregate borrowing limit. In addition to student loans under
Title IV regulations, many Ross students borrow additional amounts under
private loan programs to pay the portion of their tuition that exceeds
federal loan limits and also to help pay for living expenses while they are
in school.
Professional and Training
- -------------------------
Students attending the Becker CPA, CMA or CFA review courses are not
eligible for federal or state financial aid, but many of them receive
partial or full tuition reimbursement from their employers.
Student Loan Defaults
- ---------------------
DeVry University
- ----------------
DeVry University believes that, historically, federal student loans
represented more than 80% of the federal aid received by its U.S.
undergraduate students and 100% of the federal aid received by its graduate
students. For a variety of reasons, high student loan default rates on
federal student loans are most often found in proprietary institutions,
institutions having large minority student populations 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. In 1989, the U.S. Department of Education
instituted strict regulations that penalize educational institutions whose
students have high loan default rates. These regulations were further
tightened by the 1992 Higher Education Reauthorization Act. Any individual
institution with a FFELP or FDSL cohort default rate exceeding 20% for the
year is required to develop a default management plan in order to reduce
defaults, although the institution's operations and its students' ability
to utilize student loans are not restricted. Any individual institution
with a FFELP or FDSL cohort default rate of 25% or more for three
consecutive years is ineligible for participation in these loan programs
44
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 two succeeding fiscal years. In addition, students
attending an institution whose cohort default rate has exceeded 25% for
three consecutive years will be ineligible for Pell grants. Any
institution with a FFELP or FDSL cohort default rate of 40% or more in any
year is subject to immediate limitation, suspension or termination
proceedings from all federal aid programs. No DeVry campus has ever had a
FFELP cohort default rate of 25% or more for three consecutive years nor a
cohort default rate of 40% or more in any one year.
DeVry University carefully monitors its students' loan default rate. To
help reduce student loan default rates, the Department of Education
requires that all educational institutions wait 30 days before disbursing
funds to first-time, first-year undergraduates to prevent potential early-
term dropouts from defaulting on their loans. Students who leave school in
the early part of their educational program typically default on their
loans at a higher rate than those students who remain and complete the
program. Another significant factor in controlling student loan default
rates is the servicing and collection efforts by lenders and guaranty
agencies. DeVry University assists the efforts of these lenders and
agencies by contacting its students who are delinquent in their loan
repayments and advising them of their responsibilities and rights to
deferments or collection forbearance if they are eligible.
According to the U.S. Department of Education, the final default rate for
2001 (the latest year for which data is available) for all colleges and
universities eligible for federal financial aid was 5.4% compared to 5.9%
in the previous year. DeVry University had a FFELP U.S. student loan
cohort default rate for 2001 of approximately 7.5%. This compares to a
weighted system average of 8.7% for 2000. The reported rates for 2001
reflect the proportion of former students who were due to begin repaying
their loans during that year but who were in default by the end of 2002.
DeVry University is not subject to any restriction or termination under any
student loan program.
Undergraduate students who attend the U.S. DeVry campuses also participate
in the Federal Perkins loan program. The program, including the
responsibility for collection of outstanding loans, is administered by the
institution. Any institution with a Perkins loan cohort default rate
45
exceeding 15% must establish a default reduction plan. Any institution
with a Perkins loan cohort default rate between 20% and 30% will receive a
reduced annual federal contribution to the program. If the Perkins loan
cohort default rate exceeds 30%, the institution will not receive any new
federal contribution to the program. However, new loans to eligible
students may continue to be made from the pool of funds created by monthly
repayments on previous loans.
For 2001, the DeVry University Perkins loan default rates ranged from 12.3%
to 24.0%, and the weighted average Perkins loan cohort default rate was
approximately 17.6%. For 2002, (the latest year for which data is
available), the DeVry University Perkins loan default rates ranged from
8.62% to 20.30% and the weighted average Perkins loan cohort default rate
was approximately 13.76%, the lowest rate since at least 1993. Several
institutes received reduced new funding for the Perkins loan program
because their default rates exceeded the 20.0% regulatory thresholds. At
these campuses, new loans continue to be granted but at lower levels than
if the full amount of new federal funding were received. Because of the
relatively small amounts of funding available for this program relative to
other available financial aid programs, and funds available for new loans
from the repayment of outstanding loans, the reduced level of funding has
not had a material effect on the availability of total financial aid
available to DeVry University undergraduate students. Student counseling
and additional collection efforts, including the assistance of outside loan
service agencies, have been implemented and have, in part, contributed to
the reduction in the weighted average default rate.
In Canada, postsecondary institutions whose students participate in the
Ontario Student Loan program are now required to make available to
prospective students information about graduation rates and student loan
default rates. In addition, postsecondary institutions whose student
default rates exceed certain thresholds will be required to provide the
Ontario Ministry of Education and Training with a security deposit for loan
default losses that exceed the regulatory threshold. For DeVry's Toronto-
area campuses, the Ontario Student Loan default rate was below the level at
which there is required loan loss sharing.
46
Ross University
- ---------------
Default rates under Title IV loans ranged from 0.8 to 1.5% from 1998 to
2000 at the Ross University School of Medicine and from 0.7 to 0.9% at the
School of Veterinary Medicine.
Career Services
- ---------------
DeVry University believes that the employment of its graduates is essential
to its ability to attract and retain students. Career services
professionals located at the DeVry undergraduate campuses work with
students in the areas of career choice activity, resume preparation and job
interviewing. The staff also maintains contact with local and national
employers to determine job opportunities and arrange interviews. In many
cases, company hiring representatives conduct interviews at a campus.
The need for skilled employees has placed an increased premium on educated
workers in our economy as evidenced by the widening gap in wages of college
vs. high-school graduates. In 2000, the mean income of U.S. employees with
a bachelor's degree was $43,782, nearly double the mean income for those
with only a high school education. It is estimated that 85% of the jobs in
the United States currently require education or training beyond high
school, up from only 65% as recently as 1991.
DeVry University attempts to gather accurate data on the number of its
undergraduates employed in education-related positions within six months
following graduation. To a large extent, the reliability of such data is
dependent on the quality of information that graduates report to DeVry. At
the U.S. campuses, there were more than 52,000 graduates over the ten-year
period ending October 2002, who were eligible for career services
assistance (i.e. excluding graduates who continued their education,
students from foreign countries not legally eligible to work in the U.S.,
etc.). Of the more than 48,000 graduates during this ten-year period who
actively pursued employment or were already employed, nearly 93% held
positions in their chosen fields within six months of graduation.
Full and part-time U.S. undergraduate degree and diploma program graduates
for the three classes which ended in calendar year 2002, were employed in
their chosen field within six months of graduation, based on data reported
to DeVry, as follows:
47
THE U.S. DEVRY UNIVERSITY UNDERGRADUATE EMPLOYMENT STATISTICS(1)
Percent of
Graduates
Who
Number of Actively
Graduates Pursued
Who Number of and
Actively Graduates Obtained
Pursued Employed Employment
Employment in and Those Percent
Number or Were Education Who were Of Net
of Net Already Related Already Graduates
Graduates(2) Employed(3) Positions Employed(3) Employed(2)
-----------------------------------------------------------
Calendar Year
2002 Graduating
Classes (2/02,
6/02, 10/02) 7,415 5,451 4,483 82.3% 60.5%
(1) Does not include graduates of the one year post-baccalaureate
Information Technology program.
(2) Net graduates exclude students continuing their education, students
from foreign countries who are legally ineligible to work in the
United States and students ineligible for employment because of
extreme circumstances.
(3) Does not include students who actively pursued employment for less
than 6 months and did not obtain employment.
The Company believes that some graduating students who are currently
employed in non-education related jobs have chosen to not actively seek
other employment opportunities, thinking that recent reductions in
technology field employment have lessened their chances for other
employment.
The 2002 graduates achieved average annual starting compensation that
varies by program of study, ranging from $30,630 to $49,430. Individual
compensation levels vary depending upon the graduate's experience, program
of study and geographic area of employment.
In Canada, for the three classes which ended in calendar year 2002, over
67% of graduates who actively pursued employment had obtained employment or
were already employed in their chosen field within six months of
graduation. This includes those students who received diplomas, who
48
received bachelor's degrees through the DeVry Phoenix degree completion
program in Calgary or a bachelors degree awarded under the authority of the
Government of Alberta and those students who completed their degree
requirements at a U.S. DeVry campus, but does not include graduates of the
one year Information Technology program. At the Canadian undergraduate
campuses, there were more than 4,500 graduates over the past decade. For
the ten-year period ending October 2002, more than 85 percent of those
graduates who actively pursued employment or who were already employed when
they graduated held positions in their chosen fields within six months of
graduation.
The majority of employers of the DeVry graduates are in the electronics or
information processing industries. The Company believes that no single
employer has hired more than 5% of the DeVry graduates in recent years.
Major employers of the DeVry undergraduates include the following
companies: Accenture, Applied Materials, AT&T, Cellular One, Eastman Kodak,
EDS, General Electric Company, Hewlett-Packard, IBM, Intel Corp, MCI,
Motorola and Xerox.
Graduate program teaching centers maintain a career services office to
assist current and past graduates. This office offers a full range of
services designed to enhance each individual's career development skills
and is available to graduates, at no charge, on a lifetime basis.
Seasonality
- -----------
The Company's business is somewhat seasonal. Highest enrollment and
revenues at both DeVry and Ross University typically occur during the fall
back-to-school period which corresponds to the second and third quarters of
the Company's fiscal year. Slightly lower enrollment is experienced in the
spring, and the lowest enrollment generally occurs during the summer
months. In the Professional and Training Segment, Becker Conviser has
experienced higher enrollments for its courses beginning in July, the
period leading to the fall CPA exam, than for its classes beginning in
January, the period leading to the spring CPA exam. However, with the
introduction of the new on-demand exam format, future seasonal patterns may
be different.
49
Results of operations reflect both this seasonal enrollment pattern and the
pattern of student recruiting activity costs that precede the start of
every term. Revenue, income before interest and taxes and net income by
quarter for each of the past two fiscal years are included in Note 12 to
the Company's Consolidated Financial Statements, "Quarterly Financial
Data."
Administration and Employees
- ----------------------------
The Company has approximately 4,800 regular full- and part-time employees
including employees at Ross University. Over 500 of these employees are
located at the corporate headquarters in Oakbrook Terrace, Illinois. In
addition, the Company employs more than 1,300 students during peak periods
as faculty assistants and in other part-time positions. None of the
Company's employees is represented by a union. The Company believes that
its relationship with its employees is satisfactory.
DeVry University
- ----------------
Each DeVry undergraduate campus is managed by a president and has a staff
of academic deans, faculty and academic support staff, career service and
student service personnel and other professionals. Each campus also has an
admissions director who reports to a central organization responsible for
new student recruiting. Each DeVry University Center is managed by a
center director and has admissions representatives and appropriate academic
and administrative support staff.
The faculty and staff at each DeVry University location are supported by a
broad range of services provided by staff at the Company's corporate
headquarters in Oakbrook Terrace, Illinois. Among the centrally provided
support services are curriculum development, academic management, licensing
and accreditation, marketing and sales management, computer services,
financial aid processing and regulatory oversight, finance and accounting.
Ross University
- ---------------
Both the Ross University School of Medicine and School of Veterinary
Medicine are managed by a dean with appropriate department chairs to
oversee the educational operations. In addition, each campus has student
services staff to assist students with financial aid, housing and other
student related matters. The campuses are supported by a central
administrative staff located in Edison, New Jersey.
50
Professional and Training
- -------------------------
Becker Conviser is managed by a central administrative staff headquartered
in Oakbrook Terrace which supports instructors and coordinates local
operations.
Faculty
- -------
DeVry University
- ----------------
Each DeVry undergraduate campus president hires academic deans and faculty
members in accordance with criteria established by the Company, accrediting
standards and applicable state law. Most faculty members teaching in
technical areas have related industry experience. Sabbatical and other
leave programs have been initiated to allow faculty to engage in
developmental projects or consulting opportunities to maintain and enhance
their currency and teaching skills. Faculty members are periodically
evaluated based on student comments and observations by an academic dean.
There are approximately 1,200 full and part-time faculty member employees
among all of the DeVry undergraduate teaching locations. More than 85% of
DeVry full-time undergraduate faculty member employees hold advanced
academic degrees. In addition, DeVry engages adjunct and visiting faculty,
as needed, mostly in the evening programs, at DeVry University Centers and
at DeVry Online who teach on a part-time basis while maintaining their
employment in their technical field or specialty.
Graduate program faculty members are practicing business professionals who
are engaged to teach on a course-by-course basis. A multi-session training
course is used to train and develop new faculty throughout Keller's
national system. Over the past several years, graduate school courses have
been taught selectively utilizing full-time faculty to respond to student
demand in areas of rapidly growing enrollment and to meet licensing
approval requirements in certain states. Less than 10% of graduate
instructors, excluding staff members who regularly teach, are full-time
employees. Over 800 active faculty taught graduate courses as needed
throughout the past year at DeVry University Centers and online.
51
Ross University
- ---------------
The medical school employs almost 60 permanent faculty member, of which
about 85% are full-time, who teach the basic science program. All full-
time faculty members have a Ph.D. or an M.D. degree. Visiting faculty are
engaged to lecture on very specialized or emerging subject matter to
supplement curriculum presented by permanent faculty.
The veterinary school employs approximately 35 permanent pre-clinical, full-
time faculty. Faculty members have either a Ph.D. or D.V.M. degree.
Faculty members are not tenured but each faculty member generally has an
employment agreement of one to three years in length.
Professional and Training
- -------------------------
Becker's faculty, numbering more than 500 each term, are primarily
practicing professionals who teach part-time on a course-by-course basis.
Trademarks and Service Marks
- ----------------------------
The Company owns and uses numerous trademarks and service marks including
"DeVry University" and variants thereof. All trademarks, service marks and
copyright registrations associated with the Company's businesses are
registered in the name of the Company or one of its subsidiaries and expire
over various periods of time. The Company vigorously defends against
infringements of its trademarks, service marks and copyrights.
52
ITEM 2 - PROPERTIES
- --------------------
DeVry University
- ----------------
DeVry undergraduate campuses are housed in modern buildings that are
located in both suburban communities and urban neighborhoods. They are
easily accessible to major thoroughfares. Each campus includes teaching
facilities, admissions and administrative offices. Teaching facilities
include classrooms, laboratories, libraries, bookstores and student
lounges. Electronics laboratories include PC-based instrumentation and
microprocessor development/circuit simulation systems along with
oscilloscopes, digital multimeters, power supplies, signal generators and
other equipment. Computer laboratories include both stand-alone and
networked PC-compatible workstations that support all curricula areas
including numerous software packages supporting a variety of business,
engineering and scientific applications. Connections to the Internet and
World Wide Web are included through the computer laboratories as a part of
the program curriculum. Telecommunications laboratories provide central
office simulation, PBX administration, inter-networking and teaching LAN
environments.
None of the DeVry campuses which are owned by the Company are subject to a
mortgage or other indebtedness.
In New York, in fiscal 2001 the Company completed its expansion
construction on the third floor at its leased site in Long Island City,
increasing the campus size by 59,000 square feet.
In Phoenix, Arizona; Pomona, California; Kansas City, Missouri; and North
Brunswick, New Jersey; the Company leases additional space in adjacent
office buildings in order to house selected administrative functions,
permitting space within the campus building to be used for additional
classrooms and laboratories. These expansions are necessary to accommodate
student enrollments.
In fiscal 1999, the Company purchased approximately 16.9 acres of land in
Tinley Park (Chicago), Illinois, for construction of a 65,000 square foot
DeVry Institute. Construction was completed and classes were offered for
the first time in the summer 2000 term.
53
Renovation and expansion of the Columbus DeVry Institute was begun in 1999.
This project, now complete, increased the campus size to approximately
114,000 square feet and replaced the modular space previously in use.
The owner of the Addison (suburban Chicago) Institute acquired an adjacent
parcel of land and constructed approximately 20,000 square feet of
additional classroom and administrative space to accommodate increased
enrollments. This additional space was completed and occupied for the
summer 2000 term. In September 2001, the Company completed acquisition of
the entire property from its landlord.
In Orlando, Florida, construction was completed on a leased campus of
approximately 72,000 square feet and classes were offered for the first
time in the fall of 2000.
In Federal Way (Seattle), Washington, the Company acquired approximately 11
acres of land and completed construction of an approximately 100,000 square
foot campus with classes offered for the first time in the summer of 2001.
In July 2001, the Company completed the purchase of an approximately 17
acre site in the Houston, Texas, area for the construction of a new DeVry
campus. Construction of an approximately 100,000 square foot facility has
been completed and classes were offered for the first time in September
2003.
In July 2001, the Company completed the purchase of its Pomona, California,
Institute which had been occupied under a lease.
Renovation was completed on an approximately 87,000 square foot leased site
in Arlington, Virginia, (Washington D.C. area) for a new DeVry campus with
classes offered for the first time in the fall of 2001.
In October 2001, the Company announced that it had signed a lease for the
renovation of an existing building for a 103,000 square-foot campus in Fort
Washington (Philadelphia), Pennsylvania, the Company's first campus in that
state. Classes were offered for the first time in July 2002 in nearby
temporary facilities pending completion of the renovation. Classes are now
being taught in the permanent campus facility.
54
In November 2002, construction was completed on a leased campus of
approximately 102,000 square foot in Miramar, Florida, and classes were
offered for the first time in the fall of 2002.
In March 2002, the Company announced that it signed a lease for the
construction of a 72,000 square-foot campus in Westminster (Denver),
Colorado. Classes were offered in this facility for the first time in
March 2003. This facility replaces as the primary operating location the
smaller facility acquired by the Company when it purchased Denver Technical
College.
In the Toronto-area, the Company continued its consolidation of operations
at the Scarborough campus into the Mississauga, Ontario, campus. Beginning
in July 2003, classes are being taught only at the Mississauga campus.
The table below sets forth certain information regarding the major campus
properties at which DeVry University programs were conducted at June 30,
2003:
55
UNDERGRADUATE CAMPUSES
----------------------
June 2003
Area
(Approximate
Square Feet) Ownership
------------- ---------
Phoenix, Arizona 120,200 Owned
Orlando, Florida 72,000 Leased
Miramar, Florida 102,000 Leased
Alpharetta (Atlanta), Georgia 65,000 Leased
Decatur (Atlanta), Georgia 107,500 Owned
Chicago, Illinois 160,000 Owned
Addison (Chicago), Illinois 110,000 Owned(1)
Tinley Park, Illinois 65,000 Owned
Kansas City, Missouri 74,500 Owned
Columbus, Ohio 114,000 Owned
Fort Washington, Pennsylvania 103,000 Leased
North Irving (Dallas), Texas 95,250 Leased
Long Island City, New York 155,000 Leased
Pomona (Los Angeles), California 100,500 Owned(2)
Long Beach (Los Angeles), California 98,200 Leased
West Hills, (Los Angeles), California 105,000 Owned
Fremont (San Francisco), California 99,000 Owned
North Brunswick, New Jersey 99,000 Owned
Denver, Colorado(3) 100,000 Owned
Arlington (Washington, D.C.) Virginia 87,000 Leased
Federal Way (Seattle), Washington 100,000 Owned
Calgary, Alberta, Canada 70,000 Leased
Mississauga, Ontario, Canada, 61,000 Leased
- -----------------------------------
(1) Acquired in September 2001.
(2) Acquired in July 2001.
(3) Includes 28,000 square foot leased facility in Colorado Springs,
Colorado.
In addition to the undergraduate programs that are taught at these
campuses, certain campuses also host Keller graduate programs and Becker
Conviser CPA Review programs.
56
There are also 41 DeVry University Centers throughout the United States.
At 30 of these centers, both graduate and undergraduate programs are being
offered. The remainder currently offer only graduate programs. Additional
new DeVry University Centers are planned to be opened in fiscal 2004.
DeVry University Centers are housed in modern buildings whose locations are
chosen primarily for their convenience to students. These teaching
centers, which mostly range in size from approximately 5,000 to more than
25,000 square feet, include teaching facilities, admissions and
administrative offices. Each of these teaching facilities has an
information center designed to enhance students' success and to 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; Internet access; alternate texts; sample
business plans; popular business periodicals; videos of selected courses; a
career services video and texts; and access to more than three hundred
electronic data-bases.
Ross University
- ---------------
The medical school's basic science instructional facilities are located on
a leased fourteen-acre campus on the island of Dominica. In addition to
classrooms and auditoriums, educational facilities include a gross anatomy
lab, a multi-purpose lab, library and learning resource center, offices,
bookstore, cafeteria and recreational space. Classrooms and laboratories
are quipped with modern audio-visual equipment.
The veterinary school's pre-clinic instructional facilities are located on
a Company owned 45 acre site that includes 25 acres for animal grazing.
Educational facilities include an anatomy/clinical building, pathology
building, classroom buildings, administration building, bookstore,
cafeteria and a library/learning resource center. The new library and
learning resource center is believed to be the largest electronic learning
lab in veterinary medical education. Animal care facilities include
kennels, aviary, livestock barns and paddock.
Ross University central administration is located in leased office space in
Edison, New Jersey.
57
Professional and Training
- -------------------------
Becker is headquartered at the Company's corporate headquarters in Oakbrook
Terrace, Illinois. Classes are conducted in leased facilities, fewer than
ten of which are leased on a full-time basis. The remainder of the classes
are conducted in facilities which are leased on an as-needed basis,
allowing classes to be expanded or relocated as enrollments require.
Becker classes are also currently offered on several DeVry campuses and at
Keller teaching centers where the location and facility availability are
appropriate.
Corporate
- ---------
The Company's administrative offices are located in approximately 154,000
square feet of leased space in an office tower in Oakbrook Terrace,
Illinois. In addition, the Company leases more than 50,000 square feet of
storage, other miscellaneous use and additional office space in an adjacent
building. Additional office and miscellaneous use space were added during
the past year to accommodate the Company's expanding operations and further
space may need to be leased in the future.
The Company's leased facilities are occupied under leases whose remaining
terms range from one to 15 years. A majority of these leases contain
provisions giving the Company the right to renew its lease for additional
periods at various rental rates.
Item 3 - LEGAL PROCEEDINGS
- --------------------------
The Company is subject to occasional lawsuits, regulatory reviews
associated with financial assistance programs and claims arising in the
normal conduct of its business. The Company has accrued amounts it
believes are appropriate to vigorously pursue its defense in these matters.
At this time, the Company does not believe that the outcome of current
claims, regulatory reviews and lawsuits will have a material effect on its
results of operations or financial position.
In March 2002, the Company received notice of a class-action complaint
filed under the Fair Labor Standards Act by several former field sales
representatives seeking overtime compensation for services rendered during
their period of employment. In March 2003, the Company participated in a
required mediation session but no resolution was reached.
58
In January 2002, the Company received notice of an antitrust complaint
concerning the alleged monopoly by operations of its Becker CPA Review
Corp. subsidiary in California. This complaint was filed in federal
district court by the trustee in bankruptcy of a failed CPA review provider
seeking a substantial amount of damages. In April 2002, this complaint was
voluntarily dismissed by the plaintiff without prejudice. The complaint
was amended and has subsequently been refiled.
In January 2002, a graduate of one of DeVry University's Los Angeles-area
campuses filed a class-action complaint on behalf of all students enrolled
in the post-baccalaureate degree program in Information Technology. The
suit alleges that the program offered by DeVry did not conform to the
program as it was presented in the advertising and other marketing
materials. In March 2003, the complaint was dismissed by the court with
limited right to amend and re-file. The complaint was subsequently amended
and re-filed.
In November 2000, three graduates of one of DeVry University's Chicago-area
campuses filed a class-action complaint that alleges DeVry graduates do not
have appropriate skills for employability in the computer information
systems field. The complaint was subsequently dismissed by the court, but
was amended and refiled, this time including a current student from a
second Chicago-area campus.
The Company has recorded approximately $1 million associated with estimated
loss contingencies at June 30, 2003. While the ultimate outcome of these
contingencies is difficult to estimate at this time, the Company does
intend to vigorously defend itself with respect to these claims.
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
- ------------------------------------------------------------
There were no matters submitted to a vote of the Company's security holders
during the fourth quarter of the fiscal year.
59
EXECUTIVE OFFICERS OF THE REGISTRANT
The name, age and current position of
each executive officer of the Company
are:
Name, Age and Office Business Experience
- -------------------- -------------------
Dennis J. Keller 62 Mr. Keller co-founded Keller
Graduate School in 1973. From the
Chairman of the Board and Co-Chief inception of the Company, Mr.
Executive Officer Keller has been Chairman of the
Board and Chief Executive Officer.
Mr. Keller is a graduate of
Princeton University and holds a
Masters degree in Business
Administration from the University
of Chicago Graduate School of
Business.
Ronald L. Taylor 59 Mr. Taylor co-founded Keller
Graduate School in 1973 and has
Director and Co-Chief Executive been a director since its
Officer inception. Mr. Taylor was Dean of
Keller Graduate School from its
inception until 1981, when he
became President and Chief
Operating Officer of KGSM. Mr.
Taylor became Co-Chief Executive
Officer in 2002. Mr. Taylor is a
graduate of Harvard University and
holds a Master of Business
Administration degree from Stanford
University.
Timothy E. Foster 51 Mr. Foster joined the Company in
May 2003 with the acquisition of
Executive Vice President DMI. He is responsible for the
operations of Ross University. Mr.
Foster served as Ross University's
chairman since July 2002 and as its
Chief Executive Officer since
January 2001. Before joining Ross,
Mr. Foster was Chief Executive
Officer of NovaCare, Inc., a
leading outpatient, rehabilitation
and professional employee services
company.
60
The name, age and current position of
each executive officer of the Company
are:
Name, Age and Office Business Experience
- -------------------- -------------------
Daniel M. Hamburger 39 Mr. Hamburger joined the Company in
November 2002 as an Executive Vice
Executive Vice President President with responsibility for
the Company's online programs and
Becker Conviser Professional Review
Division.
Prior to joining the Company, Mr.
Hamburger was chairman and chief
executive officer of Indeliq, a
developer of simulation-based
training software, which merged
with Accenture Learning in 2002.
From 1998 to 2000, he was president
of W.W. Grainger's Internet
Commerce Division.
O. John Skubiak 57 Mr. Skubiak joined Keller Graduate
School more than 25 years ago as an
Executive Vice President admissions representative. In his
current position as Executive Vice
President of the Company, Mr.
Skubiak has responsibility for all
DeVry University operations other
than its online operations.
Marilynn J. Cason 60 Ms. Cason joined the Company in
1989 with responsibility for the
Senior Vice President, General Company's legal affairs and human
Counsel and Corporate Secretary resources. In 1996 she was
promoted to her current position as
a Senior Vice President.
Norman M. Levine 60 Mr. Levine has been with the
Company since 1982 and its Chief
Senior Vice President and Financial Officer since 1989. He
Chief Financial Officer became a Senior Vice President in
January 2001, assuming the added
responsibility for the Company's
tax planning and compliance.
61
The name, age and current position of
each executive officer of the Company
are:
Name, Age and Office Business Experience
- -------------------- -------------------
Michael J. Alexander 56 Mr. Alexander joined the Company in
1984 and held a number of positions
Vice President in Keller Graduate School including
center director and regional
director of operations.
In his current position, Mr.
Alexander is responsible for the
overall management of the academic
and administrative operations of
DeVry Online.
Thomas A. Babel 48 Mr. Babel joined the Company in
1984 and held a number of positions
Vice President including director of student
accounts and dean of student
finance.
In his current position, Mr. Babel
is responsible for the delivery of
federal and state financial aid and
the Company's compliance with U.S.
and Canadian federal, state and
provincial student financial
assistance regulations.
Jack L. Calabro 61 Mr. Calabro joined DeVry in 1999 as
Vice President of Human Resources.
Vice President, Human Resources Prior to joining DeVry, Mr. Calabro
was vice chancellor of human
resources at City Colleges of
Chicago and vice president of human
resources at Helene Curtis
Industries.
James R. Dill 55 Mr. Dill joined the Company in
1972, originally working at the
Vice President, Regional DeVry Columbus campus. Most
Operations recently Mr. Dill has been the
president of the DeVry DuPage
campus. In his current position,
Mr. Dill is responsible for several
DeVry University operating
locations.
62
The name, age and current position of
each executive officer of the Company
are:
Name, Age and Office Business Experience
- -------------------- -------------------
Rose Marie Dishman 59 Dr. Dishman joined the Company in
1992, serving originally as Dean of
Vice President, Regional Academic Affairs for the DeVry
Operations Pomona campus before becoming
president of the three Southern
California campuses. In her
current responsibilities, Dr.
Dishman is responsible for several
DeVry University operating
locations.
James A. Dugan 57 Mr. Dugan joined the Company in
1980 serving in a number of
Vice President, Regional operating positions at the DeVry
Operations Phoenix campus, most recently as
its president. In his current
position, Mr. Dugan is responsible
for several DeVry University
operating locations.
George W. Fisher 51 Mr. Fisher joined the Company as
Vice President, Canadian Operations
Vice President in 1985. His responsibilities
currently include operations of
DeVry campuses in Canada and DeVry
University expansion planning.
Galen Graham 54 Dr. Graham joined the Company in
1982 serving in a number of
Vice President, Regional operating positions at the DeVry
Operations Columbus campus, most recently as
its president. In his current
position, Dr. Graham is responsible
for several DeVry University
operating locations.
Cecil Horst 60 Mr. Horst joined the Company in
1989 and held a number of positions
Vice President including center director and
regional director of Keller
Graduate School.
In his current position, Mr. Horst
is dean of the Keller Graduate
School and director of Keller
center operations.
63
The name, age and current position of
each executive officer of the Company
are:
Name, Age and Office Business Experience
- -------------------- -------------------
Timothy Joyce 42 Mr. Joyce joined the Company in
August 2000 as Controller. Prior
Controller to joining the Company, Mr. Joyce
was Vice President and Controller
of THK America, a manufacturer and
distributor of electronic devices,
in Schaumburg, Illinois.
James W. Kho 58 Dr. Kho joined the Company in 2000,
serving originally as president of
Vice President, Regional the DeVry Fremont campus. In his
Operations current position, Dr. Kho is
responsible for several DeVry
University operating locations.
Bruno LaCaria 61 Mr. LaCaria joined the Company in
August 1998 as Vice President and
Vice President, Chief Information chief information officer. Prior
Officer to joining the Company, Mr. LaCaria
was the Director of Information
Systems at the University of
Pittsburgh.
Donna M. Lorraine 50 Dr. Lorraine joined the Company in
1994 as an assistant professor.
Vice President, Regional Dr. Lorraine has been president of
Operations the DeVry University campuses in
Dallas and Atlanta. In her current
position, Dr. Lorraine is
responsible for several DeVry
University operating locations.
Patrick L. Mayers 63 Dr. Mayers joined Keller Graduate
School in 1978 as Dean of Academic
Vice President, Academic Affairs Affairs. Dr. Mayers served as Vice
President of Academic Affairs for
Keller until 1997 at which time he
became the Vice President of
Academic Affairs for the DeVry
Institutes. In 2002, Dr. Mayers
was promoted to Vice President of
Academic Affairs for DeVry
University.
64
The name, age and current position of
each executive officer of the Company
are:
Name, Age and Office Business Experience
- -------------------- -------------------
Gerald Murphy 56 Mr. Murphy joined the Company in
1995 as a Vice President with
Vice President, DeVry Operations responsibility for the operation of
several of the DeVry campuses in
the U.S. and Canada, following
which he was responsible for new
DeVry campus location and program
development. Mr. Murphy is
currently responsible for the
oversight of all the U.S. DeVry
operating locations.
Sharon Thomas-Parrott 52 Ms. Thomas-Parrott joined the
Company in 1982 after several years
Vice President, Government as an officer in the U.S.
Relations Department of Education's Office of
Student Financial Assistance. She
served the Company in several
student finance positions before
being elected to her position which
currently includes responsibility
for corporate communications,
government and public relations.
Timothy H. Ricordati 47 In 2002, Dr. Ricordati was promoted
to head all enrollment management
Vice President, Enrollment activities at DeVry University.
Management Previously, Dr. Ricordati was Dean
of the Keller Graduate School and
also responsible for the Company's
University Center and Online
Education operations.
Kenneth Rutkowski 56 Mr. Rutkowski joined the Company in
1985 as Director of Operations and
Vice President, Operations Administrative Services and was
Services and Administration promoted to his current position in
1991. His current responsibilities
include managing the Company's real
estate, business insurance and
various administrative functions.
65
The name, age and current position of
each executive officer of the Company
are:
Name, Age and Office Business Experience
- -------------------- -------------------
Edward J. Steffes 53 Mr. Steffes joined the Company in
1984 as director of marketing and
Vice President, Marketing was promoted to his current
position in 1986. Mr. Steffes is
responsible for most of the
Company's advertising and sales
promotion.
Thomas J. Vucinic 56 Mr. Vucinic has been the general
manager of the Becker Conviser
Vice President Professional Review since 1997.
Prior to that, Mr. Vucinic was the
Company's Director of Financial
Planning and Analysis.
Gerald J. Wawrzynek 48 Mr. Wawrzynek has been with the
Company since 1987. He is
Vice President responsible for the Company's
treasury operations and tax
planning and compliance.
Fred M. Weber 55 Dr. Weber joined the Company in
2001. Mr. Weber is responsible for
Vice President, Regional the operation of several DeVry
Operations University operating locations.
Prior to joining the Company, Dr.
Weber was at Follett Higher
Education Group, last serving as
Senior Vice President of Strategic
Planning and Communications.
66
PART II
-------
ITEM 5 - MARKET FOR REGISTRANTS' COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS
- ----------------------------------------------------------
(a) Market Information
------------------
The Company's common stock is listed on the New York Stock Exchange and the
Chicago Stock Exchange under the symbol "DV."
The following table sets forth the high and low sales price information by
quarter for the past two years.
FISCAL 2003 FISCAL 2002
------------------ -------------------
HIGH LOW HIGH LOW
------------------ -------------------
First Quarter $23.45 $17.37 $40.25 $29.81
Second Quarter 19.25 12.10 36.39 22.75
Third Quarter 20.05 15.90 34.76 26.62
Fourth Quarter 26.38 18.50 32.15 22.65
(b) Approximate Number of Security Holders
--------------------------------------
There were 748 holders of record of the Company's common stock as of
September 2, 2003. The number of holders of record does not include
beneficial owners of its securities whose shares are held by various
brokerage firms and other financial institutions. The Company believes
that there are over 10,000 beneficial holders of its common stock including
more than 1,500 employees who participate in the employee stock purchase
plan or who own stock as an investment election in the Company's profit
sharing plan.
Dividends
- ---------
The Company is a holding company and, as such, is dependent on the earnings
of its subsidiaries for funds to pay cash dividends. Cash flow from the
Company's subsidiaries may be restricted by law and is subject to some
restrictions by covenants in the subsidiaries' debt agreements. The
Company has not paid any dividends on its common stock and expects for the
67
foreseeable future to retain all of its earnings from operations for use in
the Company's business. From time to time, the board of directors will
review the Company's dividend policy. Any payment of dividends will be at
the discretion of the board of directors and will be dependent on the
earnings and financial requirements of the Company and other factors as the
board of directors deems relevant.
ITEM 6 - SELECTED FINANCIAL DATA
- --------------------------------
Selected financial data for the Company for the last five years are
included in the exhibit, "Five-Year Summary - Operating, Financial and
Other Data", on page 134 of this report.
ITEM 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
- ------------------------------------------------------------------------
The following discussion of the Company's results of operations and
financial condition should be read in conjunction with the consolidated
financial statements of the Company and the notes thereto appearing
elsewhere in this report. In May 2003, the Company completed the
acquisition of Dominica Management, Inc., which owns and operates the Ross
University School of Medicine and Ross University School of Veterinary
Medicine. The amounts recorded at June 30, 2003 relating to the
acquisition are subject to further adjustment based upon the final
valuation of assets. The Company expects to complete this valuation and
make any necessary adjustments in the first quarter of fiscal 2004. In
addition, the amount recorded for the final purchase price is subject to
adjustment based upon actual working capital at the closing date. The
Company expects to make any necessary purchase price adjustments in the
second quarter of fiscal 2004. Deferred income taxes may also be affected
by the final purchase price allocation.
FISCAL YEAR ENDED JUNE 30, 2003 VS. FISCAL YEAR ENDED JUNE 30, 2002
- -------------------------------------------------------------------
Total consolidated revenues for fiscal 2003 set a new record, increasing by
$31.4 million, or 4.9%, from last year. In May 2003, the Company completed
the acquisition of Dominica Management, Inc. ("DMI") for $329.3 million.
68
DMI owns and operates the Ross University School of Medicine and the Ross
University School of Veterinary Medicine, operating in the Caribbean
countries of Dominica and St. Kitts/Nevis, respectively. Ross University
is one of the world's largest providers of medical and veterinary medical
education with over 2,800 students. Ross University operations contributed
$9.4 million in revenues for the period from date of acquisition to the end
of the fiscal year.
Tuition revenues, which are the largest component of total revenues,
increased by $27.9 million, or 4.7%, from last year. Tuition revenue is
reported net of tuition refunds, as required by the Securities and Exchange
Commission's Staff Accounting Bulletin 101 entitled "Revenue Recognition in
Financial Statements" and associated guidance. Compared to previous years,
the lesser rate of increase in tuition revenue during fiscal 2003 was
caused by reduced enrollments in the Company's undergraduate technology
programs.
Other Educational Revenues increased by 7.7% from last year. Other
Educational Revenues is composed primarily of the sale of books and
supplies, including the Becker Conviser CPA Review course on CD-ROM and
other CPA and CFA review study materials, application and other non-
refundable fees and interest or payment deferral charges on students'
outstanding accounts receivable balances. The increased revenue results
primarily from a higher enrollment fee charged to new students and
increased sales of books and supplies for the CPA and CFA exam reviews as
increased numbers of students enrolled in the Company's exam preparation
courses.
Interest income on the Company's short-term investments of cash balances
decreased by $0.1 million from last year to $0.4 million. The decrease is
due to lower interest rates available on investments and the application of
some cash balances to offset bank service fees. In addition, a portion of
the Company's cash balances in May and June were utilized to complete the
acquisition of DMI.
The Company's principal business is providing postsecondary education.
Prior to the acquisition of DMI, the Company had presented its financial
results in two reportable segments, DeVry University (undergraduate and
graduate programs in business and technology) and Professional and Training
(Becker Conviser CPA, CMA, CFA exam reviews and corporate training). With
69
the May 2003 acquisition of DMI, the Company for fiscal 2003 presents the
financial results of these medical program operations in a third reportable
segment.
DeVry University segment revenues increased by $16.3 million, or 2.7%, from
last year. Contributing to the increased revenue was an almost 21%
increase in coursetakers in graduate management programs for the five terms
of 2003 compared to the previous year. However, partly offsetting this
increase, total undergraduate enrollment for the three terms of 2003
decreased approximately 5.4% from the previous year. Although
undergraduate enrollments in business programs continue to increase, the
Company believes that declines in enrollment in its technology programs
have been caused by reductions in technology field employment that has
lessened applicant interest in these fields. New undergraduate campus
openings in Philadelphia, PA; Miramar, FL; and Denver, CO, plus an expanded
number of DeVry University Centers and increased online student enrollments
helped reduce the effect of lower enrollment in the Company's technology
programs. Tuition rate increases of approximately 6% also helped offset
the effect of lower enrollments.
At the start of the summer term, which is the beginning of fiscal 2004,
graduate coursetakers increased from last year by 15.5% to 9,483. However,
total undergraduate enrollments of 41,075 remained below last year's level
of 43,342, down 5.2%. This compares to a decline of 6.0% in total
undergraduate enrollments for the spring 2003 term, which was the last term
of fiscal 2003, compared to the spring 2002 term.
DeVry University entered into an agreement with Follett Higher Education
Group ("Follett") several years ago to manage some of the undergraduate on-
campus bookstores and provide Internet order capability to students at
these campuses. The wider range of ancillary merchandise and experienced
retail store management available from Follett are believed to provide an
improved level of student service. DeVry University receives a commission
from Follett based upon the level of bookstore sales at these campuses. At
fiscal year-end, Follett was managing 14 campus bookstores, including two
of the new campuses opened during the year. Sales at campus bookstores
under Follett management, net of commissions paid to DeVry University, were
approximately $17.0 million in fiscal 2003 compared to $17.1 million in the
previous year. Responsibility for managing additional campus bookstores
may be transferred to Follett in the future, based upon the needs of each
70
campus. In addition, sales of books to students enrolled in DeVry
University online courses and some DeVry University Centers are managed by
a different company. DeVry University also receives a commission based
upon the level of these bookstore sales.
In the Professional and Training segment, revenues increased by $5.8
million, or 15.3%, from last year following a 16.4% increase in revenues in
the previous year. Increased numbers of students taking the Becker
Conviser CPA Review and Stalla CFA Review courses in the classroom, on CD-
ROM or online, and an increased course price of approximately five percent
all contributed to the increased revenue.
In fiscal 2003, Cost of Educational Services increased by $18.1 million, or
5.2%, from last year. Cost of Educational Services includes the cost of
faculty and related staff, which represents approximately 60% of the
expense category. More than half of the increase in this expense category
was the result of higher wages and benefits to faculty and staff in all of
the Company's operations. Also included in this expense category are the
costs of facilities, supplies, bookstore and other educational materials,
student education-related support activities and the provision for
uncollectible accounts. Ross University expenses of a similar nature are
included in this expense category for the six-week period subsequent to its
acquisition. In the fourth quarter of 2003, charges of approximately $2.5
million related to workforce reductions in the Company's eastern Canada and
U.S. operations were included in this expense category as the Company
adjusted the size of its employee base to better match enrollments and
revenues.
Additions to long-lived assets in DeVry University were $42.7 million as
the Company continued its investment in new and expanded facilities and
equipment for students and staff. As a result of these and previous
additions to facilities and equipment, depreciation expense in DeVry
University, most of which is included in Cost of Educational Services,
increased by $4.9 million, or 15.7%, after increasing $4.4 million, or
16.3%, in the previous year. Contributing to the increased depreciation
expense in fiscal 2003 was the recognition during the second quarter of an
approximately $0.8 million impairment loss on long-lived leashold
71
improvements in the Company's Canadian operations. The recognition of this
impairment loss followed an assessment of the expected future results and
cash flows of the Canadian operations where enrollment declines have
adversely affected financial results.
Student Services and Administrative Expense increased by $37.1 million, or
19.6%, from last year. Student Services and Administrative Expense
includes the costs of new student recruiting, general and administrative
costs and expenses associated with curriculum development. The increased
spending primarily reflects higher advertising and selling costs associated
with efforts to generate more new student enrollments in the Company's
educational programs for the terms that began in fiscal 2003 and for the
summer term of fiscal 2004. Ross University expenses of a similar nature
are also included in this expense category for the six-week period
subsequent to its acquisition. In addition, $1.8 million of amortization
expense of finite-lived intangible assets related to the Ross acquisition
is included in this expense category.
In fiscal 2002, the Company adopted Statement of Financial Accounting
Standards No. 142, entitled "Goodwill and Other Intangible Assets."
Goodwill and indefinite-lived intangible assets arising from a business
combination are no longer amortized and charged to expense over time.
Instead, as required by SFAS 142, goodwill and indefinite-lived intangibles
must be reviewed annually for impairment, or more frequently if
circumstances arise indicating potential impairment. As of June 30, 2003,
the Company, with the assistance of an independent professional valuation
specialist, determined that there was no impairment loss in the reporting
units represented by the Company's three operating segments.
As previously explained, the Company believes that reductions in technology
field employment have lessened applicant interest in these fields,
requiring the Company to increase the level of its recruitment activity to
maintain enrollments. Generally, expenditures for new student recruitment,
which are charged to expense as incurred, precede the time periods in which
revenue is generated by these new student enrollments. The Company
believes that increased expenditures for new student recruitment were
largely responsible for the increase in new undergraduate student
enrollments, up 2.5% from last year, in the summer term of fiscal 2004.
72
Included in Student Services and Administrative Expense was an
approximately $2.5 million charge to reflect the accrual for current year
costs relating to employment agreements completed in the second quarter
with the Company's co-Chief Executive Officers. This accrual is based on
recording the present value of the Company's obligation to the co-Chief
Executive Officers over their period of future active service.
Also, in response to the growing size and complexity of its educational
programs, including the expanded number of DeVry University Centers and
online student enrollments, the Company continued its design and
development of a new student information system to better support the
educational process and supporting activities. Information system
development costs related to this project have increased from last year as
the project nears implementation in fiscal 2004. In accordance with
accounting principles for internal software development costs, certain wage
and outside consulting service costs are being capitalized. Indirect
expenses, such as training and employee communication, are charged directly
to expense as incurred. At the end of fiscal 2003, costs capitalized to-
date were $14.7 million, of which $6.0 million was capitalized during the
current fiscal year. This compares to $6.2 million capitalized during the
previous year. In addition to the amounts capitalized, $5.5 million of
related but indirect activity costs were charged directly to expense, up
from $2.6 million charged directly to expense in the previous year. Some
elements of the overall system have already been placed into service.
Amortization began in the fourth quarter of fiscal year 2002 over the
expected useful lives of each program element, but not exceeding five
years. Approximately $0.5 million of amortization expense was recognized
during the year.
One of the Company's Directors is also an investor and director of a
consulting firm engaged by the Company to assist with systems development
projects, including the new student information system. Fees paid to this
consulting firm have been negotiated to a level believed to be comparable
to those charged to similar customers. Fees paid to this consulting firm
during the current fiscal year were approximately $4.1 million, compared to
approximately $3.5 million paid in fiscal 2002. The Company estimates that
fees to be paid to this consulting firm in fiscal 2004 will be reduced
somewhat from the level incurred in 2003 as these system projects are being
placed into service.
73
In the DeVry University segment, both operating income and operating margin
as a percent of revenue declined from last year. Operating margins
declined from 16.8% last year to 11.8% in the current year as operating
income decreased by $28.7 million from last year, due largely to the lower
number of undergraduate enrollments and the higher level of spending on
student recruitment to reverse the new and total student enrollment
declines that occurred during the current year.
The operations of Ross University were acquired by the Company in May 2003
and their results of operations have been included in the Company's results
for the final six weeks of this year. Ross University operations for this
period, net of amortization of intangible assets, interest expense on
Company borrowings for the acquisition and taxes on income as appropriate,
were accretive to the overall Company financial results.
In the Professional and Training segment, operating income increased by
$3.3 million, or 31.4%, from last year. Operating margins increased from
27.9% to 31.8% as operating efficiencies were realized from increased
numbers of students enrolled for the exam review courses and from higher
tuition pricing.
Interest expense increased by $0.5 million as borrowings for the Ross
acquisition mid-fourth quarter of the fiscal year generated additional
expense.
Taxes on income, before the non-recurring benefit related to the Company's
Canadian operations and described more fully below, were accrued at a rate
of 38.7% compared to 39.4% last year. Contributing to this year's lower
tax rate were certain business incentive tax credits. Also in February of
2003 the Company restructured and continued its Canadian subsidiary into
the United States tax jurisdiction and domesticated it as a Limited
Liability Company generating current U.S. tax benefits for the losses of
the LLC beginning in March.
The Ross University School of Medicine, operating in the Commonwealth of
Dominica, and the Ross University School of Veterinary Medicine, operating
in the Federation of St. Christopher Nevis, St. Kitts, both have
agreements with their respective governments that exempt them from local
income taxation through the years 2043 and 2023, respectively.
Accordingly, no current provision for foreign income taxes was provided.
The Company has also not recorded a tax provision for the undistributed
74
earnings of the schools since the date of acquisition because it is the
Company's intention to indefinitely reinvest these earnings to service
debt, improve and expand the facilities and operations of the schools and
pursue future investment opportunities outside of the United States.
The Company's future composite tax rate will reflect the combination of
both an estimated tax liability at an approximately 37% - 39% rate
historically experienced on Company operations other than Ross University
and no tax liability on the Ross University operations in their home
Caribbean countries. All of the amortization of intangible assets
associated with the Ross acquisition and the interest expense on the
portion of the borrowings held by an offshore subsidiary, are attributable
to the Ross earnings that are exempt from income taxes and thus do not
generate a tax benefit in any taxing jurisdiction.
During the second quarter, the Company recorded approximately $8.1 million
of net non-recurring tax benefits related to its Canadian operations. The
Company assessed the expected future results of its DeVry University
Canadian operations including future cash flows and taxable income. This
assessment included an analysis of the previously recorded Canadian
deferred tax assets. These deferred tax assets consisted primarily of net
operating loss carryforwards and a tax basis higher than book basis for
property and equipment. Based upon this assessment, it was determined that
a valuation allowance of 100 percent was required for these deferred tax
assets. This resulted in an additional income tax expense provision of
approximately $6.5 million.
Also during the second quarter, the Company determined, based upon this
same assessment, that it would deduct the full amount of the tax basis of
its investment in its Canadian subsidiary. This reflects the negative
value ascribed to the investment as determined by the independent
valuations of the business that were undertaken as a part of the
assessment. The U.S. income tax deduction results in a tax benefit
totaling approximately $14.6 million. The net effect of these two actions
associated with the Canadian investment and operations is a net tax benefit
of approximately $8.1 million, categorized as "Non-Recurring Tax Benefits"
in the Statement of Income.
75
Net income for the year of $61.1 million decreased by $5.9 million from the
previous year. Earnings per share declined from $0.95 per share (diluted)
last year to $0.87 per share (diluted) this year primarily as a result of
the previously discussed lower undergraduate enrollments and increased
spending on new student recruitment offset, in part, by the previously
discussed net Canadian tax benefit equal to approximately $0.12 per share.
In August 2003, the Company announced that its subsidiary, DeVry Canada
LLC, had signed a letter of intent with RCC College of Technology ("RCC")
that will enable DeVry to phase out its operations at its Toronto campus
commencing with the term that begins in November 2003. Subject to the
Company entering into a definitive agreement and approval by the Ontario
Provincial Ministry, DeVry University's Toronto campus will no longer admit
new students and will contract with RCC to manage the completion of
programs of study for the current student body in Toronto. The letter of
intent also makes provisions for the acquisition of certain DeVry assets and
the use of certain portions of DeVry curriculum under the RCC brand name.
This agreement is expected to permit the Company to reduce its operating
losses at the Toronto campus during the period of the agreement with RCC,
ending with the elimination of the Company's obligations and costs associated
with the Toronto operation by fiscal 2006. The Company believes that losses
incurred during each of the two years of the phase out should not exceed $3
million pre-tax, which is less than the loss experienced from operations in
fiscal 2003. The actual amount and timing of these losses are dependent
upon the terms of a final agreement between the Company and RCC.
FISCAL YEAR ENDED JUNE 30, 2002 VS. FISCAL YEAR ENDED JUNE 30, 2001
- -------------------------------------------------------------------
Fiscal 2002 again set new records for financial performance. Total
consolidated revenues increased by $80.0 million, or 14.1%, compared to
2001. Tuition revenues, which are the largest component of total revenues,
increased by $76.4 million, or 14.6%, from the previous fiscal year.
Tuition revenue is reported net of tuition refunds, consistent with the
Securities and Exchange Commission's Staff Accounting Bulletin 101 entitled
"Revenue Recognition in Financial Statements" and associated guidance.
Other Educational Revenues is composed primarily of the sale of books and
supplies, including the Becker Conviser CPA Review course on CD-ROM and
other CPA and CFA review study materials, and interest or payment deferral
charges on students' outstanding receivable balances. Other Educational
76
Revenues increased by 9.7% as the number of students enrolled in the
Company's educational programs that purchase such materials increased from
the previous year. The rate of increase in Other Educational Revenues was
less than the rate of increase in tuition revenues, in part, because of the
continued outsourcing of DeVry University bookstore management, which is
discussed more fully below.
Interest income on the Company's short-term investments of cash balances
decreased by $0.6 million, or 52.7%, from 2001 because of somewhat lower
cash balances that were available for investment during the first half of
the year as the Company repaid borrowings under the revolving line for the
purchase of two DeVry University campuses, lower interest rates available
on investments and the application of cash balances to offset fees for bank
services instead of short-term investment.
The Company's principal business is providing postsecondary education. The
Company has presented its financial results in two reportable segments. In
February, the Higher Learning Commission of the North Central Association
approved the merger of DeVry Institutes (undergraduate programs) and Keller
Graduate School of Management (graduate programs) into a single educational
institution named DeVry University. The North Central Association is one
of six regional bodies that make up the nation's system for accrediting
colleges and universities. In support of the transition to DeVry
University, the Company's resources and organization have been restructured
to better serve the needs of its students, employers of its graduates and
shareholders. Accordingly, the reportable segments of the Company have
been realigned to reflect this combination and the prior year discussion of
results of operations has been revised for consistency with the new
structure.
DeVry University segment revenues increased by $74.7 million, or 13.9%,
from last year. Revenue increases resulted from increased cumulative total
student enrollment for the terms in the fiscal year in both the
undergraduate and graduate programs. At the start of the spring term,
which spans a part of the third quarter and the fourth quarter of the
fiscal year, there were 55,735 students enrolled in DeVry University
undergraduate and graduate programs compared to 53,409 students in the
spring term of the previous year.
77
Although total DeVry University enrollments have continued to increase,
undergraduate program offerings are heavily concentrated in the areas of
computer and electronics technology. Interest in these programs as careers
has been adversely affected by the news of employee layoffs and financial
difficulty encountered by many firms in the technology sector of the
economy. As a result, new undergraduate student enrollments have declined
from year-ago levels by 6.2%, 7.6% and 14.2% in the last three semesters,
fall, spring and summer (fiscal 2003), respectively. New undergraduate
campus openings in Federal Way (Seattle), Washington, and Crystal City
(Washington D.C.), Virginia, and several new graduate school center
openings during fiscal 2002 helped to reduce the effect of declining new
students enrollments at previously opened campuses and contributed to the
increased total student enrollment. Tuition rate increases of
approximately 6% also contributed to the increased revenues for the year.
At the start of the summer term, which is the first term in fiscal 2003,
total DeVry University enrollment was 51,551, compared to 51,887 in the
previous summer.
DeVry University entered into an agreement with Follett Higher Education
Group ("Follett") during fiscal 2000 to manage some of the undergraduate
and graduate on-campus bookstores and provide Internet order capability to
students at these campuses. The wider range of ancillary merchandise and
experienced retail store management available from Follett is believed to
provide an improved level of student service. DeVry University receives a
commission from Follett based upon the level of bookstore sales at these
campuses. At fiscal year-end, Follett was managing 12 campus bookstores,
including those at the two new campuses opened during the year, compared to
nine campus bookstores under Follett management a year ago. Sales at
campus bookstores under Follett management, net of commissions paid to
DeVry University, were approximately $17.1 million and $11.0 million,
respectively, in fiscal 2002 and 2001. Responsibility for managing
additional campus bookstores may be transferred to Follett in the future,
based upon the needs of each campus.
In the Professional and Training segment, revenues increased by $5.3
million, or 16.4%. Increased numbers of students taking the Becker
Conviser CPA Review course in the classroom, on CD-ROM or online and
expanded offerings of the Stalla CFA Review program plus tuition price
increases contributed to the increased revenue.
78
In fiscal 2002, Cost of Educational Services increased by $43.5 million, or
14.3%. Cost of Educational Services includes the cost of faculty and
related staff, which represents approximately 60% of this expense category.
Also included in this expense category are the costs of facilities,
supplies, bookstore and other educational materials, student education-
related support activities and the provision for uncollectible student
accounts. Additions to long-lived assets in DeVry University were $85.3
million, an increase of $11.1 million from 2001, as the Company continued
its investment in new and expanded facilities and equipment for students
and staff. Included in the additions for fiscal 2002 was the purchase for
approximately $37.8 million, at the start of the year, of two undergraduate
campuses formerly occupied under lease. As a result of the additions to
facilities and equipment, including the two new campuses and several
graduate centers opened during the year, depreciation expense in DeVry
University, most of which is included in Cost of Educational Services,
increased by $4.4 million, or 16.3%.
Student Services and Administrative Expense increased by $21.4 million, or
12.8%, from the previous year. Student Services and Administrative Expense
includes the costs of new student recruiting, general and administrative
costs and expenses associated with curriculum development. The increased
spending reflects marketing costs associated with generating higher student
enrollments in the Company's educational programs for the terms that began
in fiscal 2002 and for the summer term of fiscal 2003, which began in July.
Generally, expenditures for new student recruitment precede the time
periods in which there is revenue generated by these new student
enrollments. During the year, to counter declining response rates to
advertising for the undergraduate technology programs, advertising expenses
were increased beyond those originally planned and beyond the historical
rate of increase in this expense category. Offsetting some of the
advertising expense increase were savings in selling expense as sales
representatives in some remote area sales territories were eliminated to
better match the costs with revenues generated in these territories.
Also, in response to the growing size and complexity of its educational
program offerings, the Company continued its design and development of a
new student information system to better support the educational process
and supporting activities. Information system development costs related to
this project, and to other system support and improvement initiatives, have
increased from last year. In accordance with accounting principles for
79
internal software development costs, certain wage and outside consulting
service costs are being capitalized. Indirect expenses related to the
project, such as training and employee communications, are charged to
expense as incurred. At the end of June, total capitalized costs were $8.6
million, of which $6.2 million was capitalized in fiscal year 2002. In
addition to the amounts capitalized, $2.6 million of related but indirect
activity was charged directly to expense during the year. During the
fourth quarter of the year, two elements of the overall system design were
put into service and amortization was initiated over the expected useful
lives, not exceeding five years. In the fourth quarter, a total of $0.1
million of previously capitalized student system development costs were
charged to amortization expense.
One of the Company's Directors is also an investor and director of a
consulting firm engaged by the Company to assist with systems development
projects, including the new student information system. Fees paid to this
consulting firm during fiscal year 2002 totaled $3.5 million. Fees paid to
this consulting firm have been negotiated to a level believed to be
comparable to those charged to similar customers. The Company estimates
that fees paid to this consulting firm in the coming year will be reduced
somewhat from the level incurred in fiscal 2002 as these systems projects
near completion.
Partly offsetting the increased student recruitment expenses and
information system development costs during the year was a reduction of
$3.1 million in amortization expense of intangible assets and goodwill
compared to the same period a year ago as a result of the Company's
adoption of Statement of Financial Accounting Standards ("SFAS") No. 142,
entitled "Goodwill and Other Intangible Assets." Goodwill and indefinite-
lived intangible assets arising from a business combination are no longer
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.
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's 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 shall be recognized in an amount equal to that
excess. As of June 30, 2002, there was no impairment loss associated with
80
the Company's indefinite-lived intangible assets or goodwill associated
with the reporting units represented by the Company's two operating
segments.
In the DeVry University segment, although the amount of operating income
increased from last year by 9.2%, operating margin as a percent of revenues
declined from 17.5% last year to 16.8% in the current year. The increased
level of spending on student recruitment, increased spending on information
systems design and the opening of two new undergraduate campuses and
several graduate school centers all contributed to the lower operating
margin.
In the Professional and Training segment, operating margin increased from
21.5% in 2001 to 27.9% in the current year. Operating efficiencies from
increased enrollments and higher tuition pricing all contributed to the
higher operating margin.
The Company's earnings from operations in fiscal 2002 - before interest
expense and taxes - were a record $111.4 million, increasing by 15.7% from
fiscal 2001. Operating margin, which has increased during each of the past
several years, increased again from 17.0% in the previous year to 17.2% in
2002. Contributing to the increased margin was the adoption, at the start
of the fiscal year, of SFAS 142 relating to the amortization of goodwill
and intangible assets, which reduced amortization expense from the previous
year by approximately $3.1 million. Operating margin was also improved by
the continued outsourcing of low margin bookstore sales and operating
economies from increased student enrollments.
Interest expense increased to $0.8 million in 2002 as the Company borrowed
money at the start of the fiscal year under its revolving loan agreement to
acquire two undergraduate campuses formerly occupied under lease. The
borrowings, which occurred in July, were not fully repaid until April.
Taxes on income were incurred at a rate of 39.4% of pre-tax income for the
year, compared to 39.8% in the previous year. The tax rate for 2001 was
affected by changes to future tax rates in Canada that reduced the carrying
value of the Company's net deferred tax assets in Canada and increased tax
expense for the year.
81
Net income of $67.1 million, or $0.95 per share (diluted), was a record for
any year. This compares to net income of $57.8 million, or $0.82 per share
(diluted) in 2001, which included $0.03 per share of goodwill and
intangible asset amortization that was discontinued in 2002 with the
adoption of SFAS 142.
APPLICATION OF CRITICAL ACCOUNTING POLICIES
- -------------------------------------------
Note 1 of the Notes to Consolidated Financial Statements for the fiscal
year ended June 30, 2003, describes in detail the method of application of
the critical accounting policies listed below.
DeVry University tuition and technology fees and Ross University tuition
revenues are recognized ratably on a straight-line basis over the
applicable academic term. Advertising costs are charged to expense in the
period in which materials are purchased or services are rendered.
Similarly, all start-up expenses related to new operating locations and new
curriculum development costs are also charged directly to expense as
incurred. The costs associated with developing the Company's new student
information system are being capitalized in accordance with the rules on
accounting for costs of computer software developed for internal use.
Fixed asset depreciation is computed on a straight-line basis over the
estimated useful life of the asset. Stock based compensation is accounted
for using the intrinsic value approach of APB 25 and all required
disclosures relative to such compensation and its pro forma effect on
earnings are disclosed in the footnotes to the financial statements.
Inventory is valued using the first-in, first-out method of accounting.
In accordance with SFAS 142 entitled "Goodwill and Other Intangible
Assets", the Company undertakes periodic assessments of the fair value of
its reporting units compared to their carrying value for potential
impairment of goodwill and of the fair value compared to carrying value of
intangible assets arising from a business combination. This assessment is
performed annually, or more frequently if circumstances require, with the
assistance of an independent professional valuation specialist. The
valuation is based upon estimates of future earnings and cash flow for
several years into the future and includes other assumptions including
income tax and interest discount rates. Such estimates require significant
judgment and over the period of future years, actual results may differ
from these estimates. Although management believes that its estimates are
82
conservative, decreases in earnings and cash flow from these estimates
and/or significant changes in other assumptions underlying the analysis
could result in impairment charges in future periods. At June 2003,
intangible assets from business combinations equaled $103.3 million and
goodwill equaled $281.0 million. Together these assets equal almost 45% of
total assets and any impairment could significantly affect future results
of operation.
The Company'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. Actual amounts may
differ from the estimates included in the financial statements.
Significant estimates included in the Company's financial statements
include the method of revenue recognition across the academic periods,
determining the useful lives of equipment and facilities whose value is a
significant portion of the Company's total assets, determining the value
and useful lives of acquired finite-lived intangible assets, determining
the value of indefinite-lived intangible assets, determining the pattern of
the amortization of finite-lived intangible assets over their economic
life, estimating losses to be realized in the future on the collection of
presently owed student receivable balances, estimating costs associated
with any settlement of law suits in which the Company is a defendant and
estimating health care reimbursement claims for medical services rendered
but not yet processed or paid. The methodology by which each of these
estimates has been determined for fiscal 2003 is consistent with the manner
in which such estimates were made in prior years although the parameters
used in setting the value of these estimates is analyzed and may change as
current conditions warrant. Variances from estimate to actual expense for
these items in past years have not been material. Although different
assumptions about the parameters affecting each of these estimates could
produce a different amount of estimate, the reasonably determined range of
estimates for each item would generally not be large enough to materially
change the overall Company reported financial results.
CONTINGENCIES
- -------------
The Company is subject to occasional lawsuits, investigations and claims
arising in the normal conduct of its business.
83
In March 2002, the Company received notice of a class-action complaint
filed under the Fair Labor Standards Act by several former field sales
representatives seeking overtime compensation for services rendered during
their period of employment. In March 2003, the Company participated in a
required mediation session but no resolution was reached.
In January 2002, the Company received notice of an antitrust complaint
concerning the alleged monopoly by operations of its Becker CPA Review
Corp. subsidiary in California. This complaint was filed in federal
district court by the trustee in bankruptcy of a failed CPA review provider
seeking a substantial amount of damages. In April 2002, this complaint was
voluntarily dismissed by the plaintiff without prejudice. The complaint
was amended and has subsequently been re-filed.
In January 2002, a graduate of one of DeVry University's Los Angeles-area
campuses filed a class-action complaint on behalf of all students enrolled
in the post-baccalaureate degree program in Information Technology. The
suit alleges that the program offered by DeVry did not conform to the
program as it was presented in the advertising and other marketing
materials. In March 2003, the complaint was dismissed by the court with
limited right to amend and re-file. The complaint was subsequently amended
and re-filed.
In November 2000, three 1999 graduates of one of DeVry University's Chicago-
area campuses filed a class-action complaint that alleges DeVry graduates
do not have appropriate skills for employability in the computer
information systems field. The complaint was subsequently dismissed by the
court, but was amended and re-filed, this time including a current student
from a second Chicago-area campus.
The Company has recorded approximately $1 million associated with estimated
loss contingencies at June 30, 2003. While the ultimate outcome of these
contingencies is difficult to estimate at this time, the Company does
intend to vigorously defend itself with respect to these claims.
84
LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------
The Company's primary source of liquidity is the cash received from
payments for student tuition, books and fees. These payments include funds
originating as student and family educational loans; other financial aid
from various federal, state and provincial loan and grant programs; and
student and family financial resources.
The pattern of cash receipts during the year is somewhat cyclical. The
level of accounts receivable from which payments are collected reaches a
peak immediately after the billing of tuition, books and fees each
semester. At DeVry University, the undergraduate semesters begin in July,
November and March. Collections of these receivables reach their peak
during the first two months of each term, generally reaching 70-80% of all
collections for the term. Collections during this period exceed payments
for operating expenses applicable to that period and generally provide
sufficient cash flow for the balance of the semester's operations when
collections are lower. Accounts receivable reach their lowest level just
prior to the start of the next semester, dropping to their lowest point in
the year at the end of June. The end of June corresponds to both the end
of the undergraduate spring semester and the end of a financial aid year,
at which time substantially all financial aid for the previous 12 months
has been disbursed to students' accounts. Ross University experiences a
similar operating pattern for its semesters that begin in May, September
and January.
In fiscal 2003, the graduate operations of DeVry University had five term
starts per year, but adoption of a uniform academic calendar created a
revised term structure with six term starts per year that was implemented
in July, effective with the start of fiscal 2004. Cash flow from the
increase in the number of term starts is expected to increase to the extent
that some current students will enroll in the full six terms per year to
complete their academic program more quickly rather than continue to
proceed at the previous pace of five terms per year. Most of the
Professional and Training segment operation had two term starts per year,
but the change to an on-demand CPA exam format beginning in April 2004 will
create a new cash flow pattern that is expected to be somewhat smoother
throughout the year than had been previously experienced. Although these
term start dates and frequency may be different from the DeVry
undergraduate operations, there are similar cyclical patterns in cash
receipts within the period of these respective academic term cycles.
85
At June 30, 2003, total Company accounts receivable, net of related
reserves, were approximately $24.3 million, compared to $26.1 million last
year. Although increased Company revenues, including revenues from Ross
University, created higher receivables to be collected, collection
performance and financial aid administration at DeVry University improved
again during the year and helped reduce the level of receivables at fiscal
year-end, excluding the accounts receivable acquired with Ross University.
Reserves for uncollectible accounts for both undergraduate and graduate
student receivables were increased as a percentage of outstanding
receivables to reflect the Company's current collection experience on
balances owed.
To help further reduce the level of Company-provided interim student
financing under the DeVry University undergraduate EDUCARD program,
students at some of the U.S. and Canadian DeVry Institutes participate in
supplementary loan programs funded by private lenders. The supplementary
loans are aimed at students whose eligibility for federal and state funded
financial aid is not sufficient to cover all their costs of education.
These loans are subject to a limited Company default risk sharing
agreement. At June 30, 2003 the Company had fully recognized as expense,
the full amount of its share of the default risk.
The Company is highly dependent upon the timely receipt of financial aid
funds at DeVry University and Ross University. The Company estimates that
historically, approximately 70% of its DeVry University undergraduate
students' tuition, book and fee revenues were financed by government-
provided financial aid to students. Keller Graduate School collections
from student participation in federal loan programs represent more than 50%
of Keller revenues. Ross University collections from student participation
in federal loan programs represents between 70 and 80% of its revenues.
The financial aid and assistance programs in which the Company's students
participate are subject to political and governmental budgetary
considerations. There is no assurance that such funding will be maintained
in the future.
Extensive and complex regulations in the United States and Canada govern
all of the government financial assistance programs in which the Company's
students participate. The Company's administration of these programs is
periodically reviewed by various regulatory agencies. Any regulatory
violation could be the basis for disciplinary action, including initiation
86
of a suspension, limitation or termination proceeding against the Company.
Such program reviews may be conducted at any educational institution at any
time and have been conducted in the past at several Company campuses.
Previous Department of Education program reviews have not resulted in
material findings or adjustments.
In conjunction with the required annual review procedures related to its
administration of financial aid programs under the Ontario Student Aid
Program, the Toronto-area DeVry campuses had engaged in discussions with
the Ontario Ministry of Education relating to certain additional
information requirements. These additional information requirements could
serve as the basis for a Ministry claim for the return of some amounts of
financial aid disbursed to students attending these campuses. Although
there are no current discussions underway with the Ministry, based upon its
previous discussions, the Company believes that there will be no
significant monetary liability.
Under the terms of the Company's participation in governmental financial
aid programs, certain cash received from various state governments and the
U.S. Department of Education is maintained in restricted bank accounts.
These funds are either received subsequent to the completion of the
authorization and disbursement process for the benefit of the student or
just prior to that authorization. Once the authorization and disbursement
process to the student has been completed, the funds are transferred to
unrestricted accounts and these funds then become available for use by the
Company in current operations. This process generally occurs within the
period of the academic term for which such funds were authorized, with no
academic term being more than 16 weeks in length. At June 30, 2003, cash
in the amount of $14.1 million was held in restricted bank accounts. At
June 30, 2002, cash in restricted bank accounts equaled $19.3 million.
Cash generated from operations in fiscal 2003 was $98.3 million, compared
to $115.3 million last year. Contributing to the decrease in cash flow
from operations were the change in academic calendar for DeVry University's
graduate school and the inclusion of Ross University operations in this
year's results. The change in the graduate program academic calendar
caused the term that has historically begun in June to be rescheduled to
begin in July. Therefore, the usual large cash inflow that accompanies the
start of each new term was deferred from the end of fiscal 2003 into fiscal
2004. The acquisition of Ross University occurred in mid-May, subsequent
87
to the start of an academic term that began at the start of the month.
Therefore, the large cash inflow that accompanies each term start occurred
prior to the acquisition. The following period, which is generally a period
of negative cash flow, was the period that was included in the Company's
Consolidated Statement of Cash Flows.
Capital expenditures in fiscal 2003 were $43.8 million compared to the
record investment of $85.9 million in the previous year. In just the past
three years, the Company has invested over $200 million for expansion,
facility improvement and replacement of school laboratories, and teaching
and administrative equipment for its educational offerings.
For fiscal 2004, capital expenditures are expected to be at approximately
the same level or slightly higher than in fiscal 2003. The new DeVry
University campus opening in Houston, TX., in fiscal 2004 is being financed
by the Company but was partially completed during fiscal 2003. Other new
operating locations are expected to be in leased facilities and, therefore,
require less capital spending by the Company. Capital spending on
improvements, including instructional technology and expansion is an
integral component of the Company's operating strategy.
In May 2003, in conjunction with its acquisition of Ross University, the
Company terminated its existing $85 million revolving loan agreement and
entered into two new loan agreements. These loan agreements provided
funding for the acquisition and for working capital needs as may be
required. Under these new agreements, all borrowings and letters of credit
issued under these agreements are through DeVry Inc. and Global Education
International, ("GEI") which is a newly formed international subsidiary.
The two new loan agreements and their borrowing limits are as follows:
Revolving Credit Agreement
DeVry Inc. as borrower $125,000,000
GEI as borrower 50,000,000
------------
Total $175,000,000
Senior Notes
DeVry Inc. as borrower $ 75,000,000
GEI as borrower 50,000,000
------------
Total $125,000,000
88
All borrowings and letters of credit under the revolving credit facility
mature on July 1, 2006. It is the Company's intention to request
extensions of this agreement prior to its maturity. At June 30, 2003,
aggregate borrowings under these agreements totaled $290 million,
consisting of borrowings of $165 million under the revolving credit
agreement and borrowings of $125 million under the senior notes. Based
upon these levels of borrowing at fiscal year-end, a 1% increase in short-
term interest rates would result in $2.9 million of additional annual
interest expense.
Also, at fiscal year-end, letters of credit issued under the revolving
credit agreement totaled approximately $3.5 million. Approximately $2.5
million of these letters of credit were issued in conjunction with DeVry
University's participation in student financial aid programs. Most of
these letters of credit have expiration dates of less than one year. To-
date, no amount has ever been drawn under any letter of credit issued on
behalf of the Company.
Under the terms of the revolving credit agreement, by June 30, 2004,
borrowings, which were $165 million at June 30, 2003, may not exceed $150
million but there are no other required repayments until the 2006 maturity
date. There are no required repayments under the terms of the senior note
agreements until their maturity in 2010. Prepayments during the first two
years of the senior note agreements include a prepayment penalty. The
Company does not intend to prepay any amount of the senior notes during the
prepayment penalty period.
Borrowings under the revolving credit agreement bear interest at either the
prime rate or a Eurodollar LIBOR rate plus a rate of 0.75% to 1.75%
depending upon the achievement of certain financial ratios. At June 30,
2003, the additional interest rate was 1.5%. Borrowings under the senior
note agreement bear interest at a Eurodollar LIBOR rate plus 1.25%. Both
agreements include financial and other covenants similar to those typically
found in other loan agreements and which are not expected to hinder the
Company's plans for future operation.
Subsequent to June 30, 2003, the Company repaid $20 million of its
borrowings under the revolving credit agreement.
89
Also, subsequent to June 30, 2003, the Company entered into several
interest rate cap agreements to protect approximately one third of its
current borrowings from sharp increases in short-term interest rates upon
which its borrowings are based. These interest rate cap agreements protect
the portion of the Company's debt which is covered by these agreements from
increases in short-term interest rates above 3.5%. The Company intends to
periodically evaluate the need for interest rate protection in light of
projected changes in interest rates and borrowing levels.
The Company's only long-term contractual obligations consist of its
revolving line of credit and Senior Notes, operating leases on facilities
and equipment and agreements for various services. At June 30, 2003, the
only required payments under its borrowings agreements prior to their
maturity was $15 million required to be repaid by June 30, 2004 to achieve
the lower level of permitted borrowings under the revolving credit
agreement. Required payments under non-cancelable operating leases with a
term in excess of one year are $35.6 million and $32.6 million for fiscal
2004 and 2005, respectively.
The Company is not a party to any off-balance sheet financing or contingent
payment arrangements nor are there any unconsolidated subsidiaries of the
Company. There are no loans extended to any officer, director or other
person affiliated with the Company. The Company has not entered into any
synthetic leases and there are no residual purchase or value commitments
related to any facility lease. The Company has not entered into any
derivative, swap, futures contract, put, call, hedge or non-exchange traded
contract except for the interest rate cap agreements noted above. Under
the terms of these agreements the Company is not obligated to any further
payment liability beyond their original purchase price.
The Company has posted more than $6 million of surety bonds to various
governmental jurisdictions on behalf of DeVry University in the United
States and approximately CDN$0.9 million in Canada related primarily to its
student recruiting and educational operations in those jurisdictions. In
addition, the Company has posted $0.9 million in surety bonds on behalf of
Becker Conviser Professional Review as of the end of fiscal 2003. If the
Company were to fail to meet its obligations in these jurisdictions, it
could be responsible for payment up to the amount of the bond issued to
that jurisdiction. To-date, no surety bond has ever been paid in
connection with the Company failing to meet its obligations.
90
A summary of the Company's contractual obligations is presented below:
(Dollars in thousands)
Due In
------
Less Than 1-3 4-5 After
Total 1 Year Years Years 5 Years
----- ------ ----- ----- -------
Long-term debt $290,000 $15,000 $150,000 - $125,000
-----------------------------------------------------
Operating leases $304,100 $35,600 $ 63,400 $57,200 $147,900
Other long-term
obligations - - - - -
-----------------------------------------------------
Total cash
obligations $594,100 $50,600 $213,400 $57,200 $272,900
The Company believes that current balances of unrestricted cash, cash
generated from operations and, if necessary, the revolving loan facility
will be sufficient to fund both its current operations and its current
growth plans for the foreseeable future unless future investment
opportunities should arise similar to the recent acquisition of Ross
University.
EFFECT OF NEW ACCOUNTING STANDARDS
- ----------------------------------
In December 2002, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 148, "Accounting
for Stock-Based Compensation." The Company accounts for its stock based
compensation using the intrinsic value approach of APB 25 and all required
disclosures relative to such compensation and its pro forma effect on
earnings are disclosed in the footnotes to the financial statements. The
Company has complied with the required additional disclosures of SFAS 148
but does not believe that there is any further effect on its financial
statements as a result of this accounting standard.
In April 2003, the FASB issued SFAS No.149 which amends specific issues in
SFAS 133 on the accounting for derivative instruments and hedging
activities for contracts entered into or modified subsequent to June 30,
2003. Subsequent to June 30, 2003, the Company entered into several
interest rate cap agreements. Under the terms of these agreements, the
Company is not obligated to any further payment liability beyond their
91
original purchase price. The Company believes that, subject to further
review, given the term and structure of these interest rate caps, that
there will no material effect on its financial statements as a result of
this accounting standard.
In May 2003, the FASB issued SFAS No. 150 entitled "Accounting for Certain
Financial Instruments with Characteristics of Both Liabilities and
Equities". The Company does not currently have any outstanding financial
instruments that are covered under this standard and does not expect that
there will be any impact on its financial statements.
In January 2003, the FASB issued FASB Interpretation ("FIN") #45 entitled
"Guarantor's Accounting and Disclosure Requirements for Guarantees,
Including Indirect Guarantees of Indebtedness of Others". This disclosure
requirement is effective for financial statements for periods ending after
December 15, 2002 for guarantees issued or modified after December 31,
2002. The Company has complied with the disclosure requirements and does
not expect that there will be any further effect on its financial
statements.
In February 2003, the FASB issued FIN #46 entitled "Consolidation of
Variable Interest Entities". This interpretation addresses consolidation
by business enterprises of variable interest entities that have certain
specified characteristics. The Company does not have any unconsolidated
subsidiaries nor any joint ventures and does not expect that there will be
any impact on its financial statements.
ITEM 7A - QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK
- --------------------------------------------------------------------
The nature of the Company's operations does not subject it to a
concentration or dependency upon the price levels or fluctuations in
pricing of any particular or group of commodities.
The financial position and results of operations of Ross University's
Caribbean operations are measured using the U.S. dollar as the functional
currency. Almost all Ross University financial transactions are
denominated in the U.S. dollar so there is no translation gain or loss, nor
any currency exposure risk, associated with these operations.
92
The financial position and results of operations of the Company's Canadian
subsidiary are measured using the local currency as the functional
currency. The Canadian subsidiary does not have any material long term
contracts to purchase or sell goods and services, other than lease
agreements on its teaching facilities, and the Company does not have any
foreign exchange contracts or derivative financial instruments related to
protection from changes in the value of the Canadian dollar. Because the
assets and liabilities of the Company's Canadian operations are small
relative to those of the Company, and because the Canadian dollar has
remained relatively stable in value compared to the U.S. dollar, any
exposure to currency change would not have a material effect on the
Company's results of operations or financial position. Based upon the
value of the Canadian subsidiary's assets at the end of the fiscal year
2003, a decline of $0.01 in the value of the Canadian dollar relative to
the U.S. dollar would result in a pre-tax translation adjustment of less
than $100,000.
The interest rate on the Company's debt is based upon LIBOR interest rates
for periods typically ranging from one to three months. Based upon the
level of Company borrowings at fiscal year-end, a 1% increase in short-term
interest rates would result in $2.9 million of additional annual interest
expense. The Company has entered into several interest rate cap agreements
to protect approximately one third of its borrowings from sharp increases
in short-term interest rates. However, these interest rate cap agreements
do not provide protection from increases in short-term interest rates of
less than 2.5% from current rates.
93
ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
- ---------------------------------------------------
The following financial and supplemental schedule statements of the Company
and its subsidiaries are included below on pages 95 through 131 of this
report:
10K
Report Page
-----------
Consolidated Balance Sheets at
June 30, 2003 and 2002 95-96
Consolidated Statements of Income for the
years ended June 30, 2003, 2002 and 2001 97
Consolidated Statements of Cash Flows for
the years ended June 30, 2003, 2002 and 2001 98
Consolidated Statements of Shareholders'
Equity for the years ended June 30, 2003,
2002 and 2001 99
Notes to Consolidated Financial Statements 100-129
Schedule II. - Valuation and Qualifying Accounts 130
Report of Independent Auditors 131
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.
ITEM 9 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
- ------------------------------------------------------------------------
There were no changes in or disagreements with accountants on accounting and
financial disclosure.
ITEM 9A - CONTROLS AND PROCEDURES
- ---------------------------------
The Company's management does not believe that any set of disclosure or
internal controls can absolutely prevent all fraud and error. Such
disclosure and internal controls, including those employed by DeVry Inc.,
can and should, however, provide reasonable, but not absolute, assurance
94
that assets have been safeguarded, used only for their intended purpose and
that financial transactions have been properly recorded and reported to
permit the preparation of financial statements in conformity with generally
accepted accounting principles reported within the timeframes required by
the SEC.
The Company's co-Chief Executive Officers and its Chief Financial Officer
have evaluated the effectiveness of the design and operation of the
Company's disclosure controls and internal control procedures upon which
these financial statements and management discussion are based. This
review included the results of the Company's internal audit procedures.
This review was made as of the end of the period covered by this annual
report. Based upon this evaluation, and with the participation of
management, subject to the limitations on absolute prevention of fraud and
error, the above named officers have concluded that these controls and
procedures are effective and appropriate to ensure the correctness and
completeness of this report.
There were no changes in internal control over financial reporting identified
in connection with the evaluation referred to above that occurred during the
Company's fourth fiscal quarter that materially affected, or is reasonably
likely to materially affect, the Company's internal control over financial
reporting.
95
DEVRY INC.
CONSOLIDATED BALANCE SHEETS
(Dollars in Thousands)
June 30,
2003 2002
-------- --------
ASSETS:
Current Assets:
Cash and Cash Equivalents $108,699 $ 59,685
Restricted Cash 14,052 19,264
Accounts Receivable, Net 24,275 26,054
Inventories 4,315 4,907
Deferred Income Taxes 11,358 5,448
Prepaid Expenses and Other 6,988 2,469
------- -------
Total Current Assets 169,687 117,827
------- -------
Land, Buildings and Equipment:
Land 59,888 58,928
Buildings 188,320 174,344
Equipment 207,405 173,115
Construction In Progress 12,662 1,626
------- -------
468,275 408,013
Accumulated Depreciation (182,921) (150,386)
------- -------
Land, Buildings and Equipment, Net 285,354 257,627
------- -------
Other Assets:
Intangible Assets, Net 103,330 35,692
Goodwill 280,979 42,391
Deferred Income Taxes - 1,801
Perkins Program Fund, Net 11,291 10,180
Other Assets 6,003 2,110
------- -------
Total Other Assets 401,603 92,174
------- -------
TOTAL ASSETS $856,644 $467,628
======= =======
The accompanying notes are an integral part of these consolidated
financial statements.
96
DEVRY INC.
CONSOLIDATED BALANCE SHEETS
(Dollars in Thousands)
June 30,
2003 2002
-------- --------
LIABILITIES:
Current Liabilities:
Current Maturities of Revolving Loan $ 15,000 $ -
Accounts Payable 34,094 36,284
Accrued Salaries, Wages and Benefits 30,791 27,595
Accrued Expenses 31,767 11,643
Advance Tuition Payments 10,568 15,883
Deferred Tuition Revenue 16,291 12,287
------- -------
Total Current Liabilities 138,511 103,692
------- -------
Other Liabilities:
Revolving Loan 150,000 -
Senior Debt 125,000 -
Deferred Income Taxes 13,049 -
Deferred Rent and Other 14,417 10,390
------- -------
Total Other Liabilities 302,466 10,390
------- -------
TOTAL LIABILITIES 440,977 114,082
------- -------
COMMITMENTS & CONTINGENCIES
SHAREHOLDERS' EQUITY:
Common Stock, $0.01 Par Value, 200,000,000
Shares Authorized,70,021,513 and
69,898,540 shares Outstanding
at June 30, 2003 and 2002, Respectively 701 700
Additional Paid-in Capital 67,288 66,345
Retained Earnings 346,975 285,827
Accumulated Other Comprehensive Income 703 674
------- -------
TOTAL SHAREHOLDERS' EQUITY 415,667 353,546
------- -------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $856,644 $467,628
======= =======
The accompanying notes are an integral part of these consolidated
financial statements.
97
DEVRY INC.
CONSOLIDATED STATEMENTS OF INCOME
(Dollars in Thousands Except for Per Share Amounts)
For The Year Ended
June 30,
2003 2002 2001
-------- -------- --------
REVENUES:
Tuition $628,326 $600,400 $523,995
Other Educational 50,810 47,181 43,012
Interest 443 553 1,170
------- ------- -------
Total Revenues 679,579 648,134 568,177
------- ------- -------
COSTS AND EXPENSES:
Cost of Educational Services 366,075 347,986 304,532
Student Services and
Administrative Expense 225,767 188,712 167,330
Interest Expense 1,280 807 400
------- ------- -------
Total Costs and Expenses 593,122 537,505 472,262
------- ------- -------
Income Before Income Taxes 86,457 110,629 95,915
Income Tax Provision 33,459 43,574 38,139
Non-recurring Tax Benefits (8,150) - -
------- ------- -------
NET INCOME $ 61,148 $ 67,055 $ 57,776
======= ======= =======
EARNINGS PER COMMON SHARE
Basic $0.87 $0.96 $0.83
======= ======= =======
Diluted $0.87 $0.95 $0.82
======= ======= =======
The accompanying notes are an integral part of these consolidated
financial statements.
98
DEVRY INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in Thousands)
For The Year Ended June 30,
2003 2002 2001
-------- -------- --------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income $ 61,148 $ 67,055 $57,776
Adjustments to Reconcile Net Income to Net
Cash Provided by Operating Activities:
Depreciation 37,758 32,725 28,132
Amortization 2,574 811 3,904
Provision for Refunds and
Uncollectible Accounts 34,501 34,249 29,663
Deferred Income Taxes 8,940 2,630 (4,321)
Loss on Disposals and Adjustments to Land,
Buildings and Equipment 263 188 137
Changes in Assets and Liabilities, Net of
Effects from Acquisitions of Businesses:
Restricted Cash 6,206 1,220 (1,089)
Accounts Receivable (23,633) (34,525) (29,719)
Inventories 592 (8) 1,492
Prepaid Expenses And Other (3,070) 677 (1,687)
Perkins Program Fund Contribution
and Other (1,114) 193 (2,374)
Accounts Payable (4,074) 1,711 2,746
Accrued Salaries, Wages,
Expenses and Benefits 2,061 5,363 3,405
Advance Tuition Payments (6,997) 1,704 (1,328)
Deferred Tuition Revenue (16,904) 1,330 862
------- ------- ------
NET CASH PROVIDED BY OPERATING ACTIVITIES 98,251 115,323 87,599
------- ------- ------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital Expenditures (43,762) (85,873) (76,933)
Payments for Purchases of Businesses, Net
of Cash Acquired (295,908) - (8,572)
------- ------- ------
NET CASH USED IN INVESTING ACTIVITIES (339,670) (85,873) (85,505)
------- ------- ------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from Exercise of Stock Options 404 1,068 982
Proceeds from Revolving Credit Facility 165,000 55,000 24,000
Repayments Under Revolving Credit Facility - (55,000) (24,000)
Proceeds from Senior Note Issuance 125,000 - -
------- ------- ------
NET CASH PROVIDED BY FINANCING ACTIVITIES 290,404 1,068 982
Effects of Exchange Rate Differences 29 (46) 286
------- ------- ------
NET INCREASE IN CASH AND CASH
EQUIVALENTS 49,014 30,472 3,362
Cash and Cash Equivalents at Beginning
of Year 59,685 29,213 25,851
------- ------- ------
Cash and Cash Equivalents at End of Year $108,699 $ 59,685 $29,213
======= ======= ======
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Interest Paid During the Year $662 $807 $324
Income Taxes Paid During the Year, Net 17,373 42,486 38,859
The accompanying notes are an integral part of these consolidated
financial statements.
99
DEVRY INC.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
(Dollars in Thousands)
Common Stock
------------------- Accumulated
Additional Other
Amount Paid-in Retained Comprehensive
$.01 Par Capital Earnings Income Total
------------------ -------- ------------ ---------
Balance at June 30, 2000 $697 $63,012 $160,996 $434 $225,139
Comprehensive Income:
Net Income in 2001 57,776 57,776
Foreign Currency
Translation 286 286
---------
Comprehensive Income 58,062
---------
Proceeds from Exercise
of Stock Options 1 981 982
Tax Benefit from Exercise
of Stock Options 488 488
----------------------------------------------------
Balance at June 30, 2001 698 64,481 218,772 720 284,671
Comprehensive Income:
Net Income in 2002 67,055 67,055
Foreign Currency
Translation (46) (46)
---------
Comprehensive Income 67,009
---------
Proceeds from Exercise
of Stock Options 2 1,066 1,068
Tax Benefit from Exercise
of Stock Options 798 798
----------------------------------------------------
Balance at June 30, 2002 700 66,345 285,827 674 353,546
Comprehensive Income:
Net Income in 2003 61,148 61,148
Foreign Currency
Translation 29 29
---------
Comprehensive Income 61,177
---------
Proceeds from Exercise
of Stock Options 1 403 404
Tax Benefit from Exercise
of Stock Options 540 540
----------------------------------------------------
Balance at June 30, 2003 $701 $67,288 $346,975 $703 $415,667
====================================================
The accompanying notes are an integral part of these consolidated
financial statements.
100
DEVRY INC.
Notes to Consolidated Financial Statements
NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Nature of Operations
- --------------------
DeVry Inc. (the Company), through its wholly owned subsidiaries, including
DeVry University and Dominica Management, Inc. (DMI), operates an
international system of degree-granting, career-oriented higher education
schools and a leading international training firm.
DeVry University is one of the largest regionally accredited higher education
systems in North America, offering both undergraduate and graduate programs.
Its DeVry undergraduate operations award associate and bachelor's degrees in
electronics, computer information and technology, biomedical engineering,
business administration, technical management and telecommunications
management. The undergraduate programs are offered at 22 large campus
locations and several smaller locations located in conjunction with graduate
program teaching sites, all in the United States, at two locations in Canada
and through DeVry University Online. Several new U.S. locations are
scheduled to open in fiscal 2004. Keller Graduate School of Management awards
master's degrees in business administration, accounting and financial
management, information systems management, human resource management,
project management, public administration and telecommunications management.
Graduate school programs are offered at 57 locations in the United States,
including the Online Education Center. Several additional locations are
scheduled to open in fiscal 2004.
DMI operates the Ross University School of Medicine and the Ross University
School of Veterinary Medicine (collectively referred to as Ross University)
with campuses in the Caribbean countries of Dominica and St. Kitts/Nevis,
respectively. Students complete their basic science curriculum in modern,
fully equipped campuses in the Caribbean. Ross students complete their
clinical education in U.S. teaching hospitals and veterinary schools under
affiliation with Ross.
Becker Conviser Professional Review (Becker Conviser) is the leading
international training firm preparing students to pass the Certified Public
Accountant (CPA), Certified Management Accountant (CMA) and Chartered
Financial Analyst (CFA) examinations. Currently, the CPA exam review course
is offered at approximately 300 locations worldwide.
Principles of Consolidation
- ---------------------------
The consolidated financial statements include the accounts of the Company and
its wholly owned subsidiaries. All intercompany balances and transactions
have been eliminated in consolidation. Becker Conviser accounts are
consolidated based on an April 30 fiscal year end, which is its natural year
end based on its business cycle. There were no events occurring at Becker
Conviser during the intervening period through June 30 that materially
affected the financial position or results of operations of the Company.
Unless indicated, or the context requires otherwise, references to years
refer to the Company's fiscal years then ended.
101
NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Cash and Cash Equivalents
- -------------------------
Cash and cash equivalents can include time deposits, commercial paper,
municipal bonds and bankers acceptances with original maturities of three
months or less or that are highly liquid and readily convertible to a
known amount of cash. These investments are stated at cost, which
approximates market, due to their short duration or liquid nature. The
Company limits the amount of credit exposure with any one investment
instrument or with any one financial institution. The Company
periodically evaluates the credit-worthiness of the security issuers
and financial institutions with which it invests. Included in the reported
cash balance is $15.2 million and $17.2 million at June 30, 2003 and 2002,
respectively, for checks issued but not yet cleared through the Company's
bank accounts. These amounts are also included in accounts payable.
Financial Aid and Restricted Cash
- ---------------------------------
Financial aid and assistance programs, in which most of the DeVry University
and Ross University 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 and Canada govern all of the government financial assistance
programs in which these 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 against DeVry University.
A significant portion of revenues is received from students who participate
in government financial aid and assistance programs. Restricted cash
represents amounts received from the United States and state governments
under various student aid grant and loan programs. Restricted funds are held
in separate bank accounts. These funds are either received subsequent to
the completion of the authorization and disbursement process for the benefit
of the student or just prior to that authorization. Once the authorization and
disbursement process to the student has been completed, the funds are
transferred to unrestricted accounts and these funds then become available for
use in current operations. This transfer generally occurs within the period of
the academic term for which such funds were authorized, with no term being more
than 16 weeks in length.
Revenue Recognition
- -------------------
DeVry University tuition and technology fee revenues are recognized ratably
on a straight-line basis over the applicable academic term. Ross University
basic science curriculum revenues are recognized ratably on a straight-line
basis over the academic terms. The clinical portion of their education
program is conducted under the supervision of the U.S. teaching hospitals and
veterinary schools. The Company is responsible for the billing and
collection of tuition from their students during the period of clinical
education. Revenues are recognized on a weekly basis during the period of
102
NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Revenue Recognition, continued
- ------------------------------
the clinical program. Fees paid to the hospitals and veterinary schools for
supervision of the Ross University students are charged to expense on the
same basis. The provision for refunds, which is reported as a reduction to
Tuition Revenue 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 straight-line fashions as revenue to most appropriately match these
costs with the tuition revenue in that term.
Estimates of the Company's expected exposure to 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 Canadian provincial
regulations and accreditation criteria permit the Company 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. Amounts received by the Company in excess of such set percentages of
tuition are refunded to the student or the appropriate funding source. All
refunds issued are charged fully to refund expense during the applicable
academic term. Reserves for uncollectible accounts are analyzed periodically
in light of current collection and loss experience. Related reserves with
respect to uncollectible accounts and refunds are $17,262,000 and $13,890,000
at June 30, 2003 and June 30, 2002, respectively.
Textbook sales and other educational product sales, including training
services and the Becker Conviser CD-ROM product, are included in Other
Educational Revenues in the Consolidated Statements of Income. Textbook and
other educational product revenues are recognized when the sale occurs,
generally at the start of each academic term. Revenue from training
services, which is generally short-term in duration, is recognized when the
training service is provided, without consideration for when payment is
received. Also included in Other Educational Revenues are receivable
interest billings from various student deferred tuition payment plans.
Interest charges are generally billed monthly and are recognized when billed.
In addition, fees from international licensees of the Becker Conviser
programs are included in Other Educational Revenues and recognized into
income when payment is received.
In accordance with SAB 101, the Company is deferring DeVry University
enrollment fee revenue. This deferred revenue will be recognized in subsequent
periods as student services are provided. Additionally, as permitted by
SAB 101, the Company elected to defer certain direct costs of activities
associated with these fees, limited to the extent of the revenue deferral.
These costs are subsequently amortized over the periods in which student
services are provided. These deferred costs were $693,000 and $680,000
at June 30, 2003 and 2002, respectively. Since changes to the deferrals
require the recording of equivalent amounts of revenues and costs, net income
is not affected.
103
NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Inventories
- -----------
Inventories consist mainly of textbooks and educational materials on electronic
media, electronics kits and supplies held for sale to students enrolled in the
Company's educational programs. Inventories are valued at the lower of cost
(first-in, first-out) or market.
Land, Buildings and Equipment
- -----------------------------
Land, buildings and equipment are recorded at cost. Cost includes additions
and those improvements that 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 ready 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 three to eight years for equipment.
Business Combinations, Intangible Assets and Goodwill
- -----------------------------------------------------
Intangible assets relate mainly to acquired business operations (see "Note 2-
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 and liabilities assumed.
In July 2001, the Company adopted Financial Accounting Standards Board ("FASB")
Statement of Financial Accounting Standards No. 141 and 142, entitled
"Business Combinations" ("SFAS 141") and "Goodwill and Other Intangible Assets"
("SFAS 142"), respectively.
SFAS 141 requires companies to use the purchase method of accounting for all
business combinations initiated after June 30, 2001 and eliminates use of the
pooling-of-interests method of accounting for business combinations. All of
the Company's acquisitions to-date have been accounted for using the purchase
method of accounting. SFAS 141 also establishes criteria that must be used to
determine whether acquired intangible assets should be recognized separately
from goodwill in the Company's financial statements.
104
NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Business Combinations, Intangible Assets and Goodwill, continued
- ----------------------------------------------------------------
SFAS 142 details the method by which companies will account for goodwill and
intangible assets after a business combination has been completed. As required
by this accounting standard, the Company has completed an assessment of the
categorization of its existing intangible assets and goodwill in accordance
with the new criteria and has reported them appropriately on the Consolidated
Balance Sheets (see "Note 3-Intangible Assets"). SFAS 142 provides that
goodwill and indefinite-lived intangibles arising from a business combination
will no longer be 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 completed at the end of fiscal 2003.
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 shall be recognized in an amount equal to that
excess. See "Note 3-Intangible Assets" for the results of the Company's
required impairment analysis of its intangible assets and goodwill.
Amortization of intangible assets with finite lives will continue over the
expected economic lives of the intangible assets, generally five to 15 years.
Amortization of all intangible assets and goodwill is being deducted for tax
reporting purposes over statutory lives.
The Company expenses all curriculum development and new school opening costs as
incurred.
Perkins Program Fund
- --------------------
DeVry University is required, under federal aid program regulations, to make
contributions to the Perkins Student Loan Fund at a rate equal to 33% of new
contributions by the federal government. As previous borrowers repay their
Perkins loans, their payments are used to fund new loans, thus creating a
permanent revolving loan fund. The Company carries its investment in such
contributions at original values, net of allowances for losses on loan
collections, of $3,001,000 and $2,706,000 at June 30, 2003 and 2002,
respectively. The allowance for future loan losses is based upon an analysis
of actual loan losses experienced since the inception of the program. The
federal contributions to this revolving loan program do not belong to the
Company and are not recorded on the Company's financial statements. Upon
termination of the program by the federal government or withdrawal from
future participation by DeVry University, subsequent student loan repayments
would be divided between the federal government and DeVry University in
proportion to their relative cumulative contributions to the fund.
105
NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Internal Software Development Costs
- -----------------------------------
The Company capitalizes certain internal 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 materials and services consumed in developing or obtaining internal-
use software and payroll and payroll related costs for employees who are
directly associated with the internal software development project.
Capitalization of such costs ceases no later than the point at which the
project is substantially complete and ready for its intended purpose.
Capitalized software development costs for projects not yet complete, which are
included as Equipment in the Land, Buildings and Equipment section of the
Consolidated Balance Sheets, were $12,349,000 and $6,862,000 as of June 30,
2003 and 2002, respectively.
Fair Value of Financial Instruments
- -----------------------------------
The carrying amounts reported in the Consolidated Balance Sheets for cash and
cash equivalents, restricted cash, 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 the Company's long term debt (Note 6-Long Term Debt) bears
interest at a floating rate that is reset to current rates on a periodic basis
not currently exceeding three months. Therefore, the carrying amount of the
Company's long term debt approximates fair value.
Foreign Currency Translation
- ----------------------------
The financial position and results of operations of Ross University's Caribbean
operations are measured using the U.S. dollar as the functional currency. As
such, there is no translation gain or loss associated these operations. The
financial position and results of operations of the Company's Canadian
subsidiary are measured using the local currency as the functional currency.
Assets and liabilities of theCanadian subsidiary 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. Transaction gains or
losses during the years ended June 30, 2003, 2002 and 2001 were not material.
Income Taxes
- ------------
Income taxes are provided by applying statutory rates to income recognized
for financial statement purposes. Deferred income taxes are provided for
temporary differences between the financial reporting and income tax bases
of assets and liabilities. Effects of statutory rate changes are recognized
for financial reporting purposes in the year in which enacted by law. The Ross
University operating subsidiaries on Dominica and St. Kitts/Nevis have
agreements with their respective governments that exempt them from local income
taxation through the years 2043 and 2023, respectively. Accordingly no
provision for current income taxes is being recorded.
106
NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Guarantees
- ----------
The Company adopted the accounting requirements of Financial Interpretation
No. 45, "Guarantor's Accounting and Disclosure Requirements for Guarantees,
Including Indirect Guarantees of Indebtedness to Others," for guarantees issued
or modified after December 31, 2002. The adoption did not have an impact on
the Company's financial statements as of June 30, 2003.
Under its bylaws, the Company has agreed to indemnify its officers and
directors for certain events or occurrences while the officer or director is
performing at its request in such capacity. The indemnification agreement
period is for the officer's or director's lifetime. The maximum potential
amount of future payments the Company could be required to make under these
indemnification agreements is unlimited; however, the Company has a directors
and officer liability insurance policy that limits its exposure and enables it
to recover a portion of any future amounts paid. As a result of its insurance
policy coverage, the Company believes the estimated fair value of these
indemnification agreements is minimal. The Company has no liabilities recorded
for these agreements of June 30, 2003.
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. Shares used in
this computation were 69,942,000, 69,830,000 and 69,704,000 in 2003, 2002 and
2001, respectively. Diluted earnings per share is computed by dividing net
income by the weighted average number of shares assuming dilution. Dilutive
shares reflect the additional shares that would be outstanding if dilutive
stock options were exercised during the period. Shares used in this
computation were 70,336,000, 70,594,000 and 70,662,000 in 2003, 2002 and
2001, respectively. Excluded from the June 30, 2002, 2001 and 2000
computations of diluted earnings per share were options to purchase 1,260,000,
670,000 and 42,000 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 and therefore, their effect would be
anti-dilutive.
Use of Estimates
- ----------------
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.
Advertising Expense
- -------------------
Advertising expenses are recognized in the period in which materials are
purchased or services are performed.
107
NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Stock-based Compensation
- ------------------------
The Company has elected to continue to account for its stock-based awards in
accordance with Accounting Principles Board Opinion No. 25, "Accounting for
Stock Issued to Employees" ("APB Opinion No. 25"), and has provided the pro
forma disclosures as required by FASB Statement of Financial Accounting
Standards No. 123, "Accounting for Stock-Based Compensation" ("SFAS 123"), and
FASB Statement Of Financial Accounting Standards No. 148, "Accounting for
Stock-Based Compensation-Transition and Disclosure-An Amendment of FASB
Statement No. 123" ("SFAS 148") for the years ended June 30, 2003, 2002 and
2001 below.
As permitted under SFAS 123, the Company has elected to continue to account
for stock-based employee compensation under the intrinsic value method of
APB Opinion No. 25. Under this method, the Company generally recognizes no
compensation expense with respect to such awards, since the exercise price of
the common stock options awarded is equal to the fair market value of the
underlying security on the date of the grant.
Pro forma information regarding net income and earnings per share is required
by SFAS 123 for awards granted after June 30, 1995, as if the Company had
accounted for its stock-based awards under the fair value method of SFAS 123.
The fair value of the Company's stock-based awards was estimated as of the date
of grant using the Black-Scholes option pricing model. The Black-Scholes model
was developed to estimate the fair value of freely tradable, fully transferable
options without vesting restrictions, which significantly differ from the
Company's stock option awards. This model also requires highly subjective
assumptions, including future stock price volatility and expected time until
exercise, which greatly affect the calculated grant date fair value. The
weighted average estimated grant date fair value, as defined by SFAS 123, for
options granted at market price under the Company's stock option plans during
fiscal 2003, 2002 and 2001 was $10.62, $21.75 and $16.04 per share,
respectively. The fair value of the Company's stock option awards was
estimated assuming no expected dividends and the following weighted average
assumptions:
2003 2002 2001
---- ---- ----
Expected Life (in Years) 7.50 7.50 7.00
Expected Volatility 56.25% 55.00% 50.30%
Risk-free Interest Rate 3.80% 5.05% 6.03%
108
NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Stock-based Compensation, continued
- -----------------------------------
Had the Company recorded compensation based on the estimated grant date fair
value, as defined by SFAS 123, for awards granted under its stock option plans,
the Company's net income and net income per share would have been reduced to
the pro forma amounts below for the years ended June 30, 2003, 2002 and 2001
(dollars in thousands except for per share amounts):
2003 2002 2001
------- ------- -------
Net Income as Reported $61,148 $67,055 $57,776
Stock based employee compensation
expense had the fair value method
been applied to all options
awarded, net of income tax expense (2,761) (2,609) (1,954)
------ ------ ------
Pro Forma Net Income $58,387 $64,446 $55,822
====== ====== ======
Earning per Common Share:
Basic as Reported $0.87 $0.96 $0.83
Stock based employee compensation
expense had the fair value method
been applied to all options
awarded, net of income tax expense (0.04) (0.04) (0.03)
---- ---- ----
Pro Forma Basic $0.83 $0.92 $0.80
==== ==== ====
Diluted as Reported $0.87 $0.95 $0.82
Stock based employee compensation
expense had the fair value method
been applied to all options
awarded, net of income tax expense (0.04) (0.04) (0.03)
---- ---- ----
Pro Forma Diluted $0.83 $0.91 $0.79
==== ==== ====
The pro forma effect on net income and earnings per common share for 2002
and 2001 is not necessarily representative of the pro forma effect on
net income in future years because it is not required to take into
consideration pro forma compensation expense related to grants made prior
to fiscal year 1996.
109
NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Comprehensive Income
- --------------------
The Company's only item that meets the definition for adjustment to arrive at
comprehensive income is the change in cumulative translation adjustment.
Changes in cumulative translation adjustment are included in the Consolidated
Statements of Shareholders' Equity.
NOTE 2: BUSINESS COMBINATIONS
Ross University
- ---------------
On May 16, 2003, the Company acquired all of the outstanding shares of capital
stock of Dominica Management, Inc. (DMI) for $329,259,000 in cash which
includes approximately $4,175,000 of acquisition related fees. The results of
DMI's operations have been included in the consolidated financial statements of
the Company since that date. DMI owns and operates Ross University School of
Medicine and Ross University School of Veterinary Medicine. With campuses
located in the Caribbean countries of Dominica and St. Kitts/Nevis, Ross
University is one of the world's largest providers of medical and veterinary
education with more than 2,800 students. The acquisition gives the Company
entry into a growing sector of the higher education market. The addition of
Ross University will further diversify the Company's curricula and help
maintain a leadership position in career-focused education.
The total consideration paid for DMI of $329,259,000 was comprised of
$59,259,000 in cash from current operations, $125,000,000 of senior notes due
2010 privately placed with institutional investors and $145,000,000 of
borrowings under a revolving line of credit agreement from a group of banks
led by Bank of America, N.A (Note 6). The final purchase price is subject to
adjustment based upon adjustments to actual working capital at the closing
date.
The following table summarizes the estimated fair values of the assets
acquired and liabilities assumed at the date of acquisition.
At May 16, 2003
(In Thousands)
Current Assets $ 45,751
Property and Equipment 21,986
Intangible Assets 70,170
Goodwill 238,588
Other Assets 199
-------
Total Assets Acquired 376,694
Current Liabilities 46,382
Deferred Income Tax Liability, net 1,053
Total Liabilities Assumed 47,435
-------
Net Assets Acquired $329,259
=======
110
NOTE 2: BUSINESS COMBINATIONS, continued
Ross University, continued
- --------------------------
Of the $70,170,000 of acquired intangible assets, $5,100,000 was assigned to
the value of tradenames, $12,370,000 was assigned to the value of the Ross
Medical and Veterinary Schools' U.S. Title IV financial aid eligibility and
accreditations, all of which are not subject to amortization, and $52,700,000
was assigned to student relationships that have an average useful life of
approximately five years. The $238,588,000 of goodwill was all assigned to the
Ross University operating segment. None of the intangible assets or goodwill is
expected to be deductible for U.S. tax reporting purposes.
The net deferred income tax liability includes a current deferred tax asset of
$5,726,000 resulting from a deduction for the exercise and non-statutory
disposition of employee incentive stock options related to the acquisition.
Additionally, the Company recorded a non-current deferred tax liability of
$6,779,000 resulting from a book and tax basis difference associated with the
intangible assets not subject to amortization that were recorded in purchase
accounting. No deferred tax liability was recorded with respect to student
relationship intangibles as this temporary difference relates to operations
that have been granted tax free status in their local jurisdictions during the
periods in which the temporary difference are expected to reverse. The
Company, also recorded a current tax liability of $13,599,000, resulting from
a deemed distribution arising upon acquisition, of accumulated earnings and
profits of its non-US subsidiaries through the acquisition date.
The amounts recorded at June 30, 2003 relating to the acquisition are subject
to adjustment as the Company has not yet completed the final allocation of
purchase price. The purchase price is still subject to final closing
adjustments and deferred income taxes may be affected by the final purchase
price allocation. The Company expects to finalize the purchase price and
complete the allocations no later than the second quarter of fiscal 2004.
The following unaudited pro forma financial information presents the results of
operations of the Company and DMI as if the acquisition had occurred at the
beginning of each fiscal year. The pro forma information is based 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 operations of the combined enterprises (dollars in thousands except
for per share amounts):
For the year ended June 30,
2003 2002
(Unaudited) (Unaudited)
----------------------------
Revenues $738,229 $707,313
Net Income 62,578 66,806
Earnings per Common Share:
Basic $0.90 $0.96
Diluted $0.89 $0.95
111
NOTE 2: BUSINESS COMBINATIONS, continued
Stalla Seminars
- ---------------
On January 5, 2001, using its available cash balances, the Company acquired
for approximately $8.6 million, substantially all of the tangible operating
assets, trademarks and trade names of Argentum Inc. and Xerxes Inc., which do
business as Stalla Seminars ("Stalla"). Stalla, which was based outside of
Cleveland, Ohio, developed and marketed exam preparation materials for the
Chartered Financial Analyst professional certification as administered by the
Association for Investment Management and Research.
During fiscal 2002, the Company finalized the allocation of the purchase price
of Stalla. The goodwill from this acquisition that was recorded at June 30,
2001, was reduced by $4,434,000 and reallocated as follows:
Amortized Intangible Assets:
Class Materials $2,400,000
Non-compete Agreement 100,000
Other 34,000
---------
Total $2,534,000
=========
Unamortized Indefinite-Lived Intangible Assets:
Trade Name $1,900,000
=========
The $34,000 of Other amortized intangible assets was subsequently written-off
to expense as a part of the allocation process.
The acquisitions have been accounted for under the purchase method of
accounting. Accordingly, the purchase prices were allocated to the tangible
and identifiable intangible assets acquired and liabilities assumed based on
their estimated fair values, with any residual purchase price allocated to
goodwill. Beginning July 2001, these intangible assets and goodwill are being
accounted for under SFAS 141 and 142. See "Note 1-Business Combinations,
Intangible Assets and Goodwill" for a complete description of this accounting.
112
NOTE 3: INTANGIBLE ASSETS
Intangible assets consist of the following:
As of June 30, 2003
----------------------------------
Gross Carrying Accumulated
Amount Amortization
----------------------------------
Amortized Intangible Assets:
Student Relationships $52,700,000 $(1,805,000)
License and Non-compete
Agreements 2,600,000 (1,692,000)
Class Materials 2,900,000 (500,000)
Other 600,000 (400,000)
---------- ---------
Total $58,800,000 $(4,397,000)
========== =========
Unamortized Intangible Assets:
Trade Names $20,972,000
Trademark 1,645,000
Ross Title IV Eligibility
and Accreditations 12,370,000
Intellectual Property 13,940,000
----------
Total $48,927,000
==========
As of June 30, 2002
----------------------------------
Gross Carrying Accumulated
Amount Amortization
----------------------------------
Amortized Intangible Assets:
License and Non-compete
Agreements $2,600,000 $(1,265,000)
Class Materials 2,900,000 (300,000)
Other 600,000 (300,000)
--------- ---------
Total $6,100,000 $(1,865,000)
========= =========
Unamortized Intangible Assets:
Trademark $ 1,645,000
Trade Names 15,872,000
Intellectual Property 13,940,000
----------
Total $31,457,000
==========
113
NOTE 3: INTANGIBLE ASSETS, continued
As part of its fiscal 2002 assessment of intangible assets, the Company
shortened the useful life of the Class Materials intangible asset and wrote-
off the $10,000 cost basis of another intangible asset.
Amortization expense for amortized intangible assets was $2,532,000 and
$769,000 for the years ended June 30, 2003 and 2002, respectively. Estimated
amortization expense for amortized intangible assets for the next five fiscal
years ended June 30 is as follows:
Fiscal Year
2004 $15,272,000
2005 15,483,000
2006 10,865,000
2007 7,434,000
2008 3,949,000
The original weighted-average amortization period for amortized intangible
assets is five years for Student Relationships, six years for License and Non-
compete Agreements, 14 years for Class Materials and six years for Other as of
June 30, 2003. These intangible assets are being amortized on a straight-line
basis except for the Student Relationships. The amount being amortized for
these Student Relationships is based on the estimated progression of the
students through the respective medical and veterinary 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 five years of estimated economic life as follows:
Year 1 27.4%
Year 2 29.0%
Year 3 21.0%
Year 4 14.5%
Year 5 8.1%
Indefinite-lived intangible assets related to Trademarks, Trade Names, Title IV
Eligibility, Accreditation 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. As of the end
of fiscal years 2003 and 2002, there was no impairment loss associated with
these indefinite-lived intangible assets as fair value exceeds the carrying
amount.
Based upon the valuation analysis performed for the Company by independent
professional valuation specialists, there was no impairment in the value of
the Company's goodwill for any reporting units as of the end of fiscal 2003 or
2002. The carrying amount of goodwill related to the DeVry University
reportable segment at June 30, 2003 and 2002 was unchanged at $22,195,000.
The carrying amount of goodwill related to Professional and Training
reportable segment at June 30 2003 and 2002 was unchanged at $20,196,000. The
carrying amount of goodwill related to the Ross University segment at June 30,
2003 was $238,588,000.
114
NOTE 3: INTANGIBLE ASSETS (continued)
As required by SFAS 142, the following is the Company's disclosure of what
reported net income would have been for the years ended June 30 2001,
exclusive of amortization expense (including any related tax effects)
recognized in those periods related to goodwill, intangible assets that are no
longer being amortized and changes in amortization periods for intangible
assets that will continue to be amortized. (Dollars in Thousands Except per
Share Amounts)
NET INCOME:
Net Income as Reported $57,776
Goodwill Amortization 1,119
Trademark, Trade Name and
Intellectual Property
Amortization 896
Change in Useful Life of
Class Materials (12)
------
Adjusted Net Income $59,779
======
EARNINGS PER COMMON SHARE:
Basic Earnings per Common
Share as Reported $0.83
Aggregate Changes in
Amortization Expense .03
------
Adjusted Basic Earnings per
Common Share $0.86
======
Diluted Earnings per Common
Share as Reported $0.82
Aggregate Changes in
Amortization Expense .03
------
Adjusted Diluted Earnings per
Common Share $0.85
======
115
NOTE 4: IMPAIRMENT OF LONG-LIVED ASSETS AND WORKFORCE REDUCTION
During fiscal 2003, the Company assessed the expected future results of its
DeVry University Canadian operations. The Company recently consolidated
campuses in the Toronto area and has proceeded further with other
rationalization and cost cutting efforts in response to declining enrollment.
However, there has been a further decline in enrollment producing additional
declines in financial performance in Canada during fiscal 2003.
The assessment performed by the Company included estimates of expected future
cash flows associated with the Canadian operations, which indicated an
impairment loss with respect to certain long-lived assets that are held and
used by the Company. Upon completing this analysis, it was determined that
recognition of an impairment loss related to Canadian leasehold improvements
was appropriate. This resulted in a charge in the quarter ended December 31,
2002 of approximately $800,000. In addition, the Company has reserved the
remaining net rent liability on its Scarborough campus that was closed as of
June 30, 2003. This resulted in a charge of $200,000 in the quarter ended
June 30, 2003.
The Company has provided a severance accrual relating to personnel reductions
at its Toronto area and certain U.S. campus operations that resulted in a
charge of approximately $2.5 million in the quarter ended June 30, 2003.
All of the above charges are classified as Cost of Educational Services in the
Consolidated Statements of Income and related to the DeVry University
reportable segment.
The Company is continuing to assess the operations in Canada and is taking
further actions to reduce the level of losses being incurred. However, such
losses and the future obligations associated with leases and providing
instruction in Canada are significant factors in the current assessment of
expected future operating results.
NOTE 5: INCOME TAXES
The components of income (loss) before income taxes are as follows:
For the Year Ended June 30,
---------------------------------------
2003 2002 2001
----------- ---------- ----------
U.S. $91,189,000 $111,836,000 $100,064,000
Foreign (4,732,000) (1,207,000) (4,149,000)
---------- ----------- -----------
Total $86,457,000 $110,629,000 $ 95,915,000
========== =========== ===========
116
NOTE 5: INCOME TAXES, continued
The net income tax provisions (benefits) related to the above results are as
follows:
For the Year Ended June 30,
--------------------------------------
2003 2002 2001
---------- ---------- ----------
Current Tax Provision:
U.S. Federal $15,758,000 $35,178,000 $35,560,000
State and Local 611,000 5,766,000 6,900,000
---------- ---------- ----------
Total Current 16,369,000 40,944,000 42,460,000
Deferred Tax Provision:
U.S. Federal 1,865,000 1,953,000 (2,493,000)
State and Local 582,000 369,000 (1,558,000)
Foreign 6,493,000 308,000 (270,000)
---------- ----------- ----------
Total Deferred 8,940,000 2,630,000 (4,321,000)
---------- ---------- ----------
Net Income Tax Provision $25,309,000 $43,574,000 $38,139,000
========== ========== ==========
The income tax provisions differ from those computed using the statutory
United States federal rate as a result of the following items:
For the Year Ended June 30,
-----------------------------------------------------------
2003 2002 2001
-----------------------------------------------------------
Income Tax at
Statutory Rates $30,260,000 35.0% $38,720,000 35.0% $33,570,000 35.0%
Higher Rates on
Foreign Operations 580,000 0.7% 908,000 0.8% 532,000 0.6%
State Income Taxes 3,327,000 3.9% 3,788,000 3.4% 3,334,000 3.5%
Deduction of Worthless
Stock of Subsidiary (14,643,000)(17.0%) - - - -
Increase in Valuation
Allowance 6,493,000 7.5% - - - -
Tax Credits and Other (708,000) (0.8%) 158,000 0.2% 703,000 0.7%
-----------------------------------------------------------
Income Tax Provision $25,309,000 29.3% $43,574,000 39.4% $38,139,000 39.8%
===========================================================
117
NOTE 5: INCOME TAXES, continued
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:
For the Year Ended June 30,
--------------------------------------
2003 2002 2001
---------- --------- ---------
Loss Carryforwards, net $ 4,080,000 $ 6,294,000 $ 6,155,000
Employee Benefits 4,412,000 4,144,000 3,220,000
Receivable Reserves and
Other, net 9,072,000 4,782,000 4,779,000
Deferred Tax Assets Recorded in
Purchase Accounting 6,656,000 - -
---------- ---------- ----------
Gross Deferred Tax Assets 24,220,000 15,220,000 14,154,000
---------- ---------- ----------
Depreciation and Other, net (1,256,000) 243,000 2,138,000
Amortization (17,876,000) (8,214,000) (6,413,000)
Deferred Tax Liabilities
Recorded in Purchase
Accounting (6,779,000) - -
---------- ---------- ----------
Gross Deferred Tax
Liabilities (25,911,000) (7,971,000) (4,275,000)
---------- ---------- ----------
Net Deferred Taxes $ (1,691,000) $ 7,249,000 $ 9,879,000
========== ========== ==========
The Company has net operating loss carry forwards in various tax jurisdictions
expiring at various times through the years ending June 30, 2023.
Valuation allowances have been established for approximately $6.5 million
(comprised of Loss Carryforwards of $2.5 million, Depreciation of $3.5 million
and Other of $500,000) for deferred income tax benefits of the Canadian
subsidiary and approximately $600,000 for certain state net operating loss
carry forwards which may expire before their benefit is utilized.
Based on the Company's expectations for future operating earnings, management
believes that, more likely than not, operating income in respective
jurisdictions will be sufficient to recognize fully all deferred tax assets
except as explained above.
118
NOTE 5: INCOME TAXES, continued
Deferred income tax provisions (benefits) result primarily from temporary
differences in the recognition of various expenses for tax and financial
statement purposes. The sources and tax effects of these differences are
as follows:
For the Year Ended June 30,
--------------------------------------
2003 2002 2001
---------- ---------- -----------
Recognition of Operating
Loss Carryforwards $ 2,214,000 $ (139,000) $( 270,000)
Excess (Tax) Book
Depreciation and
Amortization 11,764,000 3,696,000 (2,033,000)
Excess of Amounts Expensed
for (Book) Tax Purposes
Over Amounts Deductible
for Book (Tax) Purposes (5,038,000) (927,000) (2,018,000)
---------- --------- ---------
Deferred Tax Provision $ 8,940,000 $2,630,000 $(4,321,000)
========== ========= =========
In February 2003, the Company continued its Canadian subsidiary into the U.S.
and domesticated it as a Limited Liability Company (LLC). A current tax
benefit for a portion of the LLC's losses has been recorded.
On May 16, 2003, the Company acquired all of the outstanding stock of DMI and
subsidiaries (Note 2-Business Combinations). The principal operating
subsidiaries of DMI 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.
Both operating companies have agreements with the respective governments that
exempt them from local income taxation through the years 2043 and 2023,
respectively. Accordingly no current provision for foreign income taxes was
recorded. A provision for deferred foreign income taxes of approximately $6.8
million was recorded related to indefinite lived intangible assets.
Concurrent with the acquisition, a deemed distribution occurred of
approximately $39 million representing the accumulated earnings and profits of
the Medical and Veterinary Schools through the date of the acquisition.
The Company has not recorded a tax provision for the undistributed earnings of
the Medical and Veterinary Schools for the period after the acquisition. It is
the Company's intention to indefinitely reinvest post-acquisition undistributed
earnings and profits to service debt, improve the facilities and operations of
the Schools and pursue future opportunities outside of the United States. As of
June 30, 2003, cumulative post-acquisition undistributed earnings were
approximately $1.3 million.
119
NOTE 5: INCOME TAXES, continued
As described in Note 4 above, during the second quarter of fiscal 2003, the
Company assessed the expected future results of its DeVry University Canadian
operations. The assessment also included an analysis of the previously recorded
Canadian net deferred tax assets, which were primarily comprised of net
operating loss carryforwards and property and equipment tax basis in excess of
book basis. Based upon its estimates of future cash flows and taxable income
associated with the Canadian operations, the Company determined that, with
respect to the realization of the deferred tax asset, a valuation allowance for
100 percent of the Canadian deferred tax assets was appropriate in the second
quarter. This resulted in an additional income tax provision in the second
quarter ended December 31, 2002 of approximately $6.5 million.
The Company also determined that it would deduct the full amount of the tax
basis of its investment in its Canadian subsidiary in this quarter. This
reflects the negative value ascribed to the investment as determined by
independent valuations of the business which were undertaken as a part of the
assessment. This United States income tax deduction results in a tax benefit
totaling approximately $14.6 million. Such a benefit was recorded as it was
determined that the difference in the US tax basis of the investment, which
exceeds the book value, will reverse in the foreseeable future.
The effect of the above actions associated with the Canadian investment and
operations is a net tax benefit of approximately $8.1 million, categorized as
"Non-recurring Tax Benefits" in the Consolidated Statements of Income.
Also, during the second quarter ended December 31, 2002, the Company completed
a study that identified certain business incentive tax credits relating
primarily to employment at its DeVry University operations in Long Beach,
California. These credits contributed to a reduced ongoing effective tax rate
of 38.7 percent for fiscal 2003. The current effective tax rate does not
include the effect of the previously described non-recurring tax benefit
related to the Company's Canadian operations.
120
NOTE 6: LONG TERM DEBT
All of the Company's borrowings and letters of credit under its long-term debt
agreements are through DeVry Inc. and Global Education International, Inc.
(GEI), a subsidiary newly formed in relation to the acquisition of DMI
(Note 2). This long- term debt consists of the following at June 30, 2003:
Effective
Outstanding Interest Rate
Debt at June 30, 2003
------------ ----------------
Revolving Credit Agreement (a):
DeVry Inc. as borrower $115,000,000 2.7888%
GEI as borrower 50,000,000 2.5275%
----------- -------
Total $165,000,000 2.7096%
----------- -------
Senior Notes (b):
DeVry Inc. as borrower $ 75,000,000 2.5400%
GEI as borrower 50,000,000 2.5400%
----------- -------
Total $125,000,000 2.5400%
----------- -------
Total long term debt $290,000,000 2.6365%
----------- -------
(a)The revolving credit facility became effective on May 16, 2003 and
replaced another revolving credit agreement in effect at that time.
Borrowings and letters of credit under this agreement cannot exceed
$175,000,000 in total. DeVry Inc. aggregate commitments cannot exceed
$125,000,000 and GEI aggregate commitments cannot exceed $50,000,000. All
borrowings and letters of credit under the revolving credit agreement
mature on July 1, 2006. At June 30, 2004, the aggregate borrowings under
this agreement will not be allowed to exceed $150,000,000. Subsequent to
June 30, 2004, there are no other required payments. As a result of the
agreement extending beyond one year, all borrowings not exceeding the
June 30, 2004 limitation are classified as long term. DeVry Inc. letters
of credit outstanding under this agreement were $3,520,000 as of June 30,
2003. As of June 30, 2003, outstanding borrowings under this agreement
bear interest, payable quarterly or upon expiration of the interest rate
period, at either the prime rate or a Eurodollar LIBOR rate plus 1.50%,
at the option of the Company. Outstanding letters of credit under the
revolving credit agreement are charged an annual fee equal to 1.50% of
the undrawn face amount of the letter of credit, payable quarterly. The
agreement also requires payment of a commitment fee equal to .30% of the
undrawn portion of the credit facility. The interest rate, letter of
credit fees and commitment fees are adjustable quarterly, based upon the
Company's achievement of certain financial ratios.
Subsequent to June 30, 2003, the Company repaid $20,000,000 of the
borrowings under the revolving credit facility.
There were no outstanding borrowings under the former revolving loan
agreement at June 30, 2002. Letters of credit outstanding under this
former agreement were $2,501,000 as of June 30, 2002.
121
NOTE 6: LONG TERM DEBT, continued
(b) The Senior Note agreement was entered into on May 16, 2003. All
borrowings under this agreement are due on April 30, 2010 and there
are no required installment payments. A prepayment penalty exits
during the first two years of this note agreement. As of June 30,
2003, outstanding borrowings under this agreement bear interest,
payable quarterly, at the 90 day LIBOR Eurodollar rate plus 1.25%
Both the revolving credit agreement and the Senior Notes contain certain
covenants that, among other things, require maintenance of certain financial
ratios as defined in the agreements. These financial ratios include
maintaining a minimum level of consolidated net worth, a consolidated fixed
charge coverage ratio, a consolidated leverage ratio and a Composite Department
of Education Financial Responsibility ratio. Failure to maintain any of these
ratios or to violate 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.
The stock of certain of the subsidiaries of the Company is pledged as
collateral for the borrowings under the revolving credit facility and the
Senior Notes.
In connection with entering into the two new borrowing agreements in May 2003,
the Company incurred $3,986,000 of financing costs that were deferred. These
costs are being amortized over the initial three year life of the revolving
credit facility and the seven year life of the Senior Notes based on the ratio
of the respective borrowings to the total borrowings. Amortization of the
deferred costs, which is included in interest expense for the year ended
June 30, 2003, was $125,000.
NOTE 7: EMPLOYEE BENEFIT PLANS
Profit Sharing Retirement Plan
- ------------------------------
All employees who meet certain eligibility requirements can participate in
the Company's 401(k) Profit Sharing Retirement Plan. The Company contributes
to the plan an amount up to 2.0% of the total eligible compensation of
employees who make contributions under the plan. Matching contributions
under the plan were approximately $2,502,000, $2,293,000 and $2,083,000
in 2003, 2002 and 2001, respectively. In addition, the Company's board of
directors may also make discretionary contributions for the benefit of all
eligible employees. Provisions for discretionary contributions under the
plan were approximately $4,747,000, $4,484,000 and $4,363,000 in 2003, 2002
and 2001, respectively. Employees of DMI and Ross University participate in a
separate plan and receive a company contribution of 5% of total eligible
compensation.
122
NOTE 7: EMPLOYEE BENEFIT PLANS, continued
Employee Stock Purchase Plan
- ----------------------------
Under provisions of the DeVry Employee Stock Purchase Plan, any eligible
employee may authorize the Company to withhold up to $25,000 of annual
earnings to purchase common stock of the Company on the open market at 100%
of the prevailing market price. The Company pays all brokerage commissions
and administrative fees associated with the plan. These expenses were
insignificant for the years ended June 30, 2003, 2002 and 2001.
Post-employment Benefits
- ------------------------
During the quarter ended December 31, 2002, the Company completed new
employment agreements with its co-Chief Executive Officers. These agreements
provide certain post-employment benefits that require accrual over the expected
future service period. For the year ended June 30, 2003 the Company recorded
an expense accrual of approximately $2.5 million related to these agreements.
This accrual is based on recording, over the period of active service, the
amount that will represent the present value of the obligation through the date
the executive attains full eligibility for the benefits, discounted using a
5.25% rate and using the sinking fund accrual method.
NOTE 8: SHAREHOLDERS' EQUITY
Stock Option Plans
- ------------------
The Company maintains four stock-based award plans: the Amended and Restated
Stock Incentive Plan, established in 1988, the 1991 Stock Incentive Plan,
the 1994 Stock Incentive Plan and the 1999 Stock Incentive Plan. Under these
plans, directors, key executives and managerial employees are eligible to
receive incentive stock or nonqualified options to purchase shares of the
Company's common stock. The Amended and Restated Stock Incentive Plan, the
1994 Stock Incentive Plan and the 1999 Stock Incentive Plan are administered
by a Plan Committee of the board of directors. Plan Committee members are
granted automatic, nondiscretionary annual options. The 1991 Stock Incentive
Plan is administered by the board of directors. Options under all four plans
are granted for terms of up to 10 years and vest over periods of one to five
years. The option price under the plans is the fair market value of the shares
on the date of the grant.
At June 30, 2003, 3,395,947 authorized but unissued shares of common stock
were reserved for issuance under the Company's stock option plans.
123
NOTE 8: SHAREHOLDERS' EQUITY, continued
Stock Option Plans, continued
- -----------------------------
A summary of activity under the stock option plans is as follows:
Options Outstanding
------------------------
Weighted
Shares Average
Available Number Exercise
for Grant Outstanding Price
----------------------- --------
Balance at June 30, 2000 1,885,890 1,938,066 $13.38
Options Granted (318,350) 318,350 $32.45
Options Exercised - (118,819) $9.69
Options Canceled 38,309 (38,309) $20.63
Unissued and Expired (8,990) - -
-----------------------------------
Balance at June 30, 2001 1,596,859 2,099,288 $16.35
Options Granted (390,300) 390,300 $34.55
Options Exercised - (149,225) $8.15
Options Canceled 37,022 (37,022) $24.09
Unissued and Expired (6,590) - -
-----------------------------------
Balance at June 30, 2002 1,236,991 2,303,341 $19.84
Options Granted (464,650) 464,650 $17.15
Options Exercised - (136,305) $5.20
Options Canceled 110,267 (110,267) $27.57
Unissued and Expired (8,080) - -
-----------------------------------
Balance at June 30, 2003 874,528 2,521,419 $19.80
===================================
A summary of outstanding and exercisable stock options as of June 30, 2003,
is as follows:
Options Outstanding Options Exercisable
---------------------------------- ----------------------
Weighted
Average Weighted Weighted
Range of Remaining Average Average
Exercise Number of Contractual Exercise Number of Exercise
Prices Shares Life Price Shares Price
-----------------------------------------------------------------------------
$3.24- 6.28 347,284 1.56 $4.19 347,284 $4.19
$11.19-18.00 916,136 6.42 $15.10 459,136 $13.08
$19.81-22.69 619,459 5.41 $21.32 454,789 $21.33
$24.00-31.75 267,820 7.20 $31.12 111,640 $30.98
$33.88-38.81 370,720 8.08 $35.31 93,970 $35.66
-------------------------------------------------------------
$3.24-38.81 2,521,419 5.83 $19.80 1,466,819 $16.34
=============================================================
124
NOTE 9: COMMITMENTS AND CONTINGENCIES
DeVry University and Becker Conviser 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, 2003, are as
follows:
Year Ended
June 30, Amount
---------- ------------
2004 $35,600,000
2005 32,600,000
2006 30,800,000
2007 29,000,000
2008 28,200,000
Thereafter 147,900,000
The Company 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, 2003, 2002 and 2001, were
$41,142,000, $34,660,000 and $31,940,000, respectively.
The Company is subject to occasional lawsuits, regulatory reviews associated
with financial assistance programs and claims arising in the normal conduct of
its business. The Company has accrued amounts it believes are appropriate to
vigorously pursue its defense in these matters. At this time, the Company does
not believe that the outcome of current claims, regulatory reviews and lawsuits
will have a material effect on its results of operations or financial position.
In March 2002, the Company received notice of a class-action complaint filed
under the Fair Labor Standards Act by several former field sales
representatives seeking overtime compensation for services rendered during
their period of employment. In March 2003, the Company participated in a
required mediation session but no resolution was reached.
In January 2002, the Company received notice of an antitrust complaint
concerning the alleged monopoly by operations of its Becker CPA Review Corp.
subsidiary in California. This complaint was filed in federal district court
by the trustee in bankruptcy of a failed CPA review provider seeking a
substantial amount of damages. On April 15, 2002, this complaint was
voluntarily dismissed by the plaintiff without prejudice. The complaint was
amended and has subsequently been refiled.
In January 2002, a graduate of one of DeVry University's Los Angeles-area
campuses filed a class-action complaint on behalf of all students enrolled in
the post-baccalaureate degree program in Information Technology. The suit
alleges that the program offered by DeVry did not conform to the program as it
was presented in the advertising and other marketing materials. In March 2003,
the complaint was dismissed by the court with limited right to amend and re-
file. The complaint was subsequently amended and re-filed.
125
NOTE 9: COMMITMENTS AND CONTINGENCIES, continued
In November 2000, three 1999 graduates of one of DeVry University's Chicago-
area campuses filed a class-action complaint that alleges DeVry graduates do
not have appropriate skills for employability in the computer information
systems field. The complaint was subsequently dismissed by the court, but was
amended and refiled, this time including a current student from a second
Chicago-area campus.
The Company has recorded approximately $1 million associated with estimated
loss contingencies at June 30, 2003. While the ultimate outcome of these
contingencies is difficult to estimate at this time, the Company does intend
to vigorously defend itself with respect to these claims.
In conjunction with the required annual review procedures related to its
administration of financial aid programs under the Ontario Student Aid Program,
the Toronto-area DeVry campuses had engaged in discussions with the Ontario
Ministry of Education relating to certain additional information requirements.
These additional information requirements could serve as the basis for a
Ministry claim for the return of some amounts of financial aid disbursed to
students attending these campuses. Although there are no current discussions
underway with the Ministry, based upon its previous discussions, the Company
believes that there will be no significant monetary liability.
Ross University is required to pay various fees in consideration of operating
in the Caribbean countries of Dominica and St. Kitts/Nevis.
NOTE 10: SEGMENT INFORMATION
The Company's principal business is providing post-secondary education. The
services of our operations are described in more detail in "Note 1-Summary
of Significant Accounting Policies" under "Nature of Operations." The
Company presents three reportable segments: the DeVry University
undergraduate and graduate operations (DeVry University), the professional
examination review and training operations including Becker Conviser
Professional Review and Center for Corporate Education (Professional and
Training) and the Ross University medical and veterinary school operations
(Ross University).
These segments are based on the method by which management evaluates
performance and allocates resources. Such decisions are based, in part,
upon each segment's operating income, which is defined as income before
interest expense, amortization 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 1 - Summary of Significant
Accounting Policies."
126
NOTE 10: SEGMENT INFORMATION, continued
The segments as described above have changed from those previously reported.
As described in "Note 2-Business Combinations", the Company acquired Ross
University on May 16, 2003. Accordingly, the reportable segments of the
Company for fiscal 2003 have been increased to three to reflect this
acquisition.
The consistent measure of segment profit excludes interest expense,
amortization and certain corporate related depreciation. 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, 2003, 2002 and
2001. Corporate information is included where it is needed to reconcile
segment data to the consolidated financial statements.
For the Year Ended June 30,
------------------------------------------------
2003 2002 2001
------------------------------------------------
Revenues:
DeVry University $626,747,000 $610,495,000 $535,841,000
Professional and Training 43,401,000 37,639,000 32,336,000
Ross University 9,431,000 - -
----------- ----------- -----------
Total Consolidated Revenues $679,579,000 $648,134,000 $568,177,000
----------- ----------- -----------
Operating Income:
DeVry University $ 73,774,000 $102,503,000 $ 93,865,000
Professional and Training 13,801,000 10,507,000 6,957,000
Ross University 3,552,000 - -
Reconciling Items:
Amortization Expense (2,574,000) (811,000) (3,904,000)
Interest Expense (1,280,000) (807,000) (400,000)
Depreciation and Other (816,000) (763,000) (603,000)
----------- ----------- -----------
Total Consolidated Income
before Income Taxes $ 86,457,000 $110,629,000 $ 95,915,000
----------- ----------- -----------
Segment Assets:
DeVry University $394,575,000 $385,582,000 $307,172,000
Professional and Training 65,914,000 62,496,000 61,558,000
Ross University 373,273,000 - -
Corporate 22,882,000 19,550,000 22,945,000
----------- ----------- -----------
Total Consolidated Assets $856,644,000 $467,628,000 $391,675,000
----------- ----------- -----------
127
NOTE 10: SEGMENT INFORMATION, continued
Additions to Long-lived Assets:
DeVry University $ 42,678,000 $ 85,268,000 $ 76,540,000
Professional and Training 172,000 605,000 8,965,000
Ross University 331,656,000 - -
----------- ----------- -----------
Total Consolidated Additions
to Long-lived Assets $374,506,000 $ 85,873,000 $ 85,505,000
----------- ----------- -----------
Reconciliation to Consolidated
Financial Statements:
Capital Expenditures $ 43,762,000 $ 85,873,000 $ 76,933,000
Capital Assets Acquired (Note 2) 21,986,000 - -
Purchase of Goodwill and
Intangible Assets (Note 2) 308,758,000 - 8,572,000
----------- ----------- -----------
Total Increase in Consolidated
Long-lived Assets $374,506,000 $ 85,873,000 $ 85,505,000
----------- ----------- -----------
Depreciation Expense:
DeVry University $ 36,364,000 $ 31,421,000 $ 27,018,000
Professional and Training 384,000 531,000 472,000
Ross University 229,000 - -
Corporate 781,000 773,000 642,000
----------- ----------- -----------
Total Consolidated Depreciation $ 37,758,000 $ 32,725,000 $ 28,132,000
----------- ----------- -----------
Amortization Expense:
DeVry University $ 31,000 $ 31,000 $ 1,059,000
Professional and Training 738,000 780,000 2,845,000
Ross University 1,805,000 - -
----------- ----------- -----------
Total Consolidated Amortization $ 2,574,000 $ 811,000 $ 3,904,000
----------- ----------- -----------
The Company conducts its educational operations in the United States, Canada,
the Caribbean countries of Dominica and St. Kitts/Nevis, Europe, the Middle
East and the Pacific Rim. International revenues, which are derived
principally from Canada, Dominica and St. Kitts/Nevis, were less than 5% of
total revenues for the years ended June 30, 2003, 2002 and 2001. Revenues and
long-lived assets by geographic area are as follows:
For the Year Ended June 30,
--------------------------------------------
2003 2002 2001
--------------------------------------------
Revenues from Unaffiliated Customers:
Domestic Operations $649,244,000 $623,374,000 $542,611,000
International Operations 30,335,000 24,760,000 25,566,000
----------- ----------- -----------
Consolidated $679,579,000 $648,134,000 $568,177,000
----------- ----------- -----------
Long-lived Assets:
Domestic Operations $362,194,000 $339,797,000 $291,753,000
International Operations 324,763,000 10,004,000 11,295,000
----------- ----------- -----------
Consolidated $686,957,000 $349,801,000 $303,048,000
----------- ----------- -----------
No one customer accounted for more than 10% of the Company's consolidated
revenues.
128
NOTE 11: RELATED PARTIES
One of the Company's Directors is also an investor in and a director of a
consulting firm engaged by the Company to assist with system development
projects, including the new student information system. Fees paid to this
consulting firm during fiscal 2003 and 2002 were approximately $4.1 million
and $3.5 million, respectively.
The chairman of the board and another director of a consulting firm that
specializes in solutions for higher education institutions are Directors of
the Company. The Company's Chairman of the Board is an investor in this
consulting firm. The Company did not utilize any services from this
consulting firm during fiscal 2003.
NOTE 12: QUARTERLY FINANCIAL DATA (UNAUDITED)
Summarized unaudited quarterly data for the years ended June 30, 2003 and 2002,
are as follows. Effective May 16, 2003 the Company acquired all of the
outstanding shares of capital stock of Dominica Management, Inc. (DMI) (Note 2-
Business Combinations). The results of DMI's operations are included in the
consolidated financial statements of the Company for the period May 16, 2003
through June 30, 2003.
(Dollars in Thousands, Except for Per Share Amounts)
2003 Quarter
- ---- -------------------------------------- Total
First Second Third Fourth Year
-------------------------------------------------
Revenues $163,269 $172,548 $169,367 $174,395 $679,579
Income Before Interest
and Taxes 18,641 23,797 24,341 20,958 87,737
Net Income 11,156 22,951 14,892 12,149 61,148
Earnings per Common Share
Basic 0.16 0.33 0.21 0.17 0.87
Diluted 0.16 0.33 0.21 0.17 0.87
2002 Quarter
- ---- -------------------------------------- Total
First Second Third Fourth Year
-------------------------------------------------
Revenues $154,632 $166,675 $164,814 $162,013 $648,134
Income Before Interest
and Taxes 23,389 30,686 30,451 26,910 111,436
Net Income 14,078 18,419 18,367 16,191 67,055
Earnings per Common Share
Basic 0.20 0.26 0.26 0.23 0.96
Diluted 0.20 0.26 0.26 0.23 0.95
129
NOTE 13: SUBSEQUENT EVENTS
Subsequent to June 30, 2003, the Company entered into several interest rate cap
agreements to protect approximately one third of its current borrowings from
sharp increases in short-term interest rates upon which its borrowings are
based. These interest rate cap agreements protect the portion of the
Company's debt which is covered by these agreements from increases in short-
term interest rates above 3.5%. The Company intends to periodically evaluate
the need for interest rate protection in light of projected changes in
interest rates and borrowing levels.
In August 2003, the Company announced that its subsidiary, DeVry Canada LLC,
had signed a letter of intent with RCC College of Technology ("RCC") that will
enable DeVry to phase out its operations at its Toronto campus commencing with
the term that begins in November 2003. Subject to the Company entering into a
definitive agreement and approval by the Ontario Provincial Ministry, DeVry
University's Toronto campus will no longer admit new students and will contract
with RCC to manage the completion of programs of study for the current student
body in Toronto. The letter of intent also makes provisions for the
acquisition of DeVry assets and the use of certain portions of DeVry curriculum
under the RCC brand name.
130
DEVRY INC.
SCHEDULE II
VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
For the Years Ended June 30, 2003, 2002 and 2001
(Dollars in Thousands)
Balance at Charged to Charged to Balance at
Description of Allowances Beginning Costs and Other Deductions End of
and Reserves of Period Expenses AccountsPeriod
- ----------------------------------------------------------------------------------------------------------
2003
- ----
Deducted from accounts receivable
for refunds $ 222 $20,286 $ - $20,270 $ 238
Deducted from accounts receivable
for uncollectible accounts 13,668 13,107 61810,369 17,024
Deducted from notes receivable for
uncollectible notes 679 853 274 1,555
For loss on disposition of inventory 63 491 - 527 27
For loss on DeVry capital contributions
to Perkins loan program 2,706 295 - - 3,001
Deducted from deferred tax assets for
loss of realizable value - 6,493 1,446- 7,939
2002
- ----
Deducted from accounts receivable
for refunds $ 215 $20,104 - $20,097 $ 222
Deducted from accounts receivable
for uncollectible accounts 12,149 13,608 - 12,089 13,668
Deducted from notes receivable for
uncollectible notes 227 452 - - 679
For loss on disposition of inventory 132 12 - 81 63
For loss on DeVry capital contributions
to Perkins loan program 2,592 114 - - 2,706
2001
- ----
Deducted from accounts receivable
for refunds $ 117 $18,184 - $18,086 $ 215
Deducted from accounts receivable
for uncollectible accounts 9,235 11,119 - 8,205 12,149
Deducted from notes receivable for
uncollectible notes 4 223 - - 227
For loss on disposition of inventory 112 74 - 54 132
For loss on DeVry capital contributions
to Perkins loan program 2,346 246 - - 2,592
This amount is comprised of the opening balances of acquired businesses charged to
Goodwill of $540 and the effect of foreign currency translation charged to Accumulated Other
Comprehensive Income of $78.
Effect of foreign currency translation charged to Accumulated Other Comprehensive Income.
This amount includes $542 charged to Goodwill in purchase accounting and $904
charged to Accumulated Other Comprehensive Income for the effect of foreign currency
translation.
Write-offs of uncollectible amounts or inventory.
131
Report of Independent Auditors
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. (the "Company") and its
subsidiaries at June 30, 2003 and 2002, and the results of their
operations and their cash flows for each of the three years in
the period ended June 30, 2003 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. These financial statements and financial statement
schedules are the responsibility of the Company's management;
our responsibility is to express an opinion on these financial
statements and financial statement schedules based on our
audits. We conducted our audits of these statements in
accordance with auditing standards generally accepted in the
United States of America, which require that we plan and perform
the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An
audit includes 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. We believe that our audits
provide a reasonable basis for our opinion.
As discussed in Note 1 to the consolidated financial statements,
effective July 1, 2001, the Company adopted Statement of
Financial Accounting Standards No. 142, "Goodwill and Intangible
Assets."
PricewaterhouseCoopers LLP
Chicago, Illinois
August 15, 2003, except for Note 13, as to
which the date is September 3, 2003
132
PART III
--------
ITEM 10 - DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
- ----------------------------------------------------------------------
Information regarding directors and nominees for directors of the Company
is included in the definitive Proxy Statement for the Annual Meeting of
Stockholders to be held on November 18, 2003, and is incorporated herein by
reference. Information regarding executive officers is included on pages
59 through 65 in Part I of this Form 10-K.
Information regarding compliance with Section 16(a) filings is included in
the Proxy Statement for the Annual Meeting of Stockholders to be held
November 18, 2003, and is incorporated herein by reference.
ITEM 11 - EXECUTIVE COMPENSATION
- --------------------------------
Information regarding compensation of executive officers of the Company is
included in the definitive Proxy Statement for the Annual Meeting of
Stockholders to be held on November 18, 2003, and is incorporated herein by
reference.
ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
- ------------------------------------------------------------------------
Information regarding security ownership of certain beneficial owners and
management is included in the definitive Proxy Statement for the Annual
Meeting of Stockholders to be held on November 18, 2003, and is
incorporated herein by reference.
ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
- --------------------------------------------------------
Information regarding certain relationships and related transactions is
included in the definitive Proxy Statement for the Annual Meeting of
Stockholders to be held on November 18, 2003, and is incorporated herein by
reference.
ITEM 14 - PRINCIPAL ACCOUNTANT FEES AND SERVICES
- ------------------------------------------------
Information regarding fees for the part two years for professional services
rendered by the auditors of the Company's annual financial statements is
included in the definitive Proxy Statement for the Annual Meeting of
Stockholders to be held on November 18, 2003, and is incorporated herein by
reference.
133
PART IV
--------
ITEM 15 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
- -------------------------------------------------------------------------
(a) The following documents are filed as part of this report:
(1) Financial Statements
The required financial statements of the Company and its subsidiaries
are included in Part II, Item 8, on pages 95 through 131 of this Form
10-K.
(2) Supplemental Financial Statement Schedules
The required supplemental schedule of the Company and its subsidiaries
is included in Part II, Item 8 on page 130 of this Form 10-K.
(3) Exhibits
A complete listing of exhibits is included on pages 137 through 139 of
this Form 10-K.
(b) Reports on Form 8-K
During the fourth quarter of the fiscal year, the Company filed the
following reports on Form 8-K:
(1) June 2, 2003 reporting the credit agreements completed by the
Company in conjunction with the acquisition of Dominica
Management, Inc.
(2) May 23, 2003 reporting the completion of the acquisition of
Dominica Management, Inc. which owns and operates Ross
University.
(3) April 23, 2003 reporting the Company's earnings for its third
fiscal quarter and DeVry University enrollments for the spring
term.
134
FIVE-YEAR SUMMARY - OPERATING, FINANCIAL AND OTHER DATA
(Dollars in Thousands Except for Per Share Amounts)
YEAR ENDED JUNE 30, 2003 2002 2001 2000 1999
- -------------------------------------------------------------------------------------------------
OPERATING:
Revenues $679,579 $648,134 $568,177 $490,589 $406,321
Depreciation 37,758 32,725 28,132 21,545 16,109
Amortization of Intangible Assets 2,574 811 3,904 3,706 1,675
Earnings Before Interest and Taxes (EBIT) 87,737 111,436 96,315 79,483 63,410
EBIT as a Percent of Revenues 12.9% 17.2% 17.0% 16.2% 15.6%
Interest Expense 1,280 807 400 1,409 300
Net Income 61,148 67,055 57,776 47,781 38,830
Change from Prior Year in Net Income -8.8% 16.1% 20.9% 23.1% 26.4%
Diluted Earnings per Common Share (EPS) 0.87 0.95 0.82 0.68 0.55
Shares Used in Calculating Diluted EPS
(in Thousands) 70,336 70,594 70,662 70,390 70,454
FINANCIAL POSITION:
Cash and Cash Equivalents 108,699 59,685 29,213 25,851 31,848
Total Assets 856,644 467,628 391,675 327,079 260,691
Total Funded Debt 290,000 - - - -
Total Shareholders' Equity 415,667 353,546 284,671 225,139 175,305
OTHER SELECTED DATA:
Cash Provided by Operating Activities 98,251 115,323 87,599 72,742 54,567
Capital Expenditures 43,762 85,873 76,933 40,797 44,819
DeVry University Fall Term
Student Enrollment 56,080 57,521 54,482 49,351 43,458
Shares Outstanding at Year-end
(in Thousands) 70,022 69,899 69,755 69,642 69,414
Closing Price of Common Stock
at Year-end 23.29 22.84 36.12 26.44 22.38
Price Earnings Ratio on Common Stock27 24 44 39 41
Computed on trailing four quarters of earnings per common share.
135
SIGNATURES
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: September 24, 2003 By /s/Dennis J. Keller
---------------------
Dennis J. Keller
Chairman and co-Chief
Executive 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 in the capacities and dates indicated below.
Signature Title Date
- --------- ----- ----
/s/Dennis J. Keller
- -------------------
Dennis J. Keller Chairman, co-Chief Executive
Officer and Director 9/24/03
/s/Ronald L. Taylor
- -------------------
Ronald L. Taylor President, co-Chief Executive
Officer and Director 9/24/03
/s/Norman M. Levine
- -------------------
Norman M. Levine Senior Vice President, Chief
Financial Officer, and
Principal Accounting Officer
9/24/03
/s/Charles A. Bowsher
- ---------------------
Charles A. Bowsher Director 9/16/03
/s/David S. Brown
- -----------------
David S. Brown Director 9/15/03
136
SIGNATURES (CONTINUED)
----------------------
Signature Title Date
- --------- ----- ----
/s/Frederick A. Krehbiel
- ------------------------
Frederick A. Krehbiel Director 9/15/03
/s/Robert C. McCormack
- ----------------------
Robert C. McCormack Director 9/22/03
/s/Julie A. McGee
- -----------------
Julie A. McGee Director 9/24/03
/s/Hugo J. Melvoin
- ------------------
Hugo J. Melvoin Director 9/15/03
/s/Harold T. Shapiro
- --------------------
Harold T. Shapiro Director 9/16/03
137
INDEX TO EXHIBITS
-----------------
Exhibit Sequentially Incorporated by
Number Exhibit Numbered Page Reference to
- ------ ------- ------------- ------------
2(a) Stock Purchase Agreement and Exhibit 2 to the
amendments regarding Company's Form 8-K
purchase of Dominica filed May 23, 2003
Management, Inc. dated as of
March 19, 2003
3(a) Certificate of Amendment of Exhibit 3(a) to the
Restated Certificate of Company's Form 10-K
Incorporation of the for the year ended
Registrant June 30, 1995
3(b) Certificate of Amendment of Exhibit 3.1 to the
Restated Certificate of Company's Form S-3,
Incorporation of the #333-22457 dated
Registrant February 27, 1997
3(c) Amended and Restated By-Laws Exhibit 3(d) to
of the Registrant Amendment #1 of the
Company's Form S-1,
#33-40151 dated
May 21, 1991
4(a) Credit Agreement, dated as Exhibits 4.1, 4.2
of May 16, 2003, between and 4.3 to the
DeVry Inc. and Global Company's Form 8-K
Education International, filed June 2, 2003
Inc. as borrowers, and
certain financial
institutions and Bank of
America N.A. as lenders
4(b) Note Purchase Agreement, Exhibits 4.4 and
dated as of May 16, 2003, 4.5 to the
between DeVry Inc. and Company's Form 8-K
Global Education filed on June 2,
International, Inc. as 2003
borrowers, and certain
financial institutions as
lenders.
138
Exhibit Sequentially Incorporated by
Number Exhibit Numbered Page Reference to
- ------ ------- ------------- ------------
10(a) Registrant's Amended and Exhibit 10.1 to the
Restated Stock Incentive Company's Form S-3,
Plan #333-22457 dated
February 27, 1997
10(b) Registrant's 1991 Stock Exhibit 10.3 to the
Incentive Plan Company's Form S-3,
#333-22457 dated
February 27, 1997
10(c) Registrant's 1994 Stock Exhibit 10.2 to the
Incentive Plan Company's Form S-3,
#333-22457 dated
February 27, 1997
10(d) Registrants' 1999 Stock Exhibit 10(d) to
Incentive Plan the Company's Form
10-K for the year
ended June 30, 2000
10(e) Amended and Restated DeVry Exhibit 10(e) to
Inc. 1999 Stock Incentive the Company's Form
Plan 10-K for the year
ended June 30, 2002
10(f) DeVry Inc. Amended and Exhibit 10(d) to
Restated Profit Sharing the Company's Form
Retirement Plan dated 10-K for the year
effective as of July 1, 1992 ended June 30, 1996
10(g) First Amendment to DeVry Exhibit 10(e) to
Inc. Amended and Restated the Company's Form
Profit Sharing Retirement 10-K for the year
Plan ended June 30, 1996
10(h) Amendment to DeVry Inc. Exhibit 10(f) to
Amended and Restated Profit the Company's Form
Sharing Retirement Plan 10-K for the year
ended June 30, 1997
10(i) Amendment to DeVry Inc. Exhibit 10(g) to
Amended and Restated Profit the Company's Form
Sharing Retirement Plan 10-K for the year
ended June 30, 1997
10(j) Amendment to DeVry Inc. Exhibit 10(h) to
Amended and Restated Profit the Company's Form
Sharing Retirement Plan 10-K for the year
ended June 30, 1997
139
Exhibit Sequentially Incorporated by
Number Exhibit Numbered Page Reference to
- ------ ------- ------------- ------------
10(k) Employee Stock Purchase Plan Exhibit 10(f) to
the Company's Form
S-3, #33-58636
dated February 22,
1993
10(l) First Amendment to Employee Exhibit 10(h) to
Stock Purchase Plan the Company's Form
10-K for the year
ended June 30, 1994
10(m) Deferred Compensation Plan Exhibit 10(k) to
the Company's Form
10-K for the year
ended June 30, 1999
10(n) Form of Indemnification Exhibit 10(d) to
Agreement between the the Company's Form
Registrant and its Directors 140 S-1, #33-40151
dated April 24,
1991
10(o) Employment Agreement between Exhibit 10(a) to
the registrant and each of the Company's Form
Dennis J. Keller and Ronald 10-Q for the
L. Taylor quarter ended
December 31, 2002
10(p) Senior Advisor Agreement Exhibit 10(b) to
between the registrant and the Company's Form
each of Dennis J. Keller and 10-Q for the
Ronald L. Taylor quarter ended
December 31, 2002
10(q) Employment Agreement between
the registrant and Daniel M.
Hamburger 152
21 Subsidiaries of the
Registrant 159
23 Consent of Pricewaterhouse-
Coopers LLP, independent
auditors 161
31 Rule 13a-14(a)/15d-14(a)
Certifications 162
32 Section 1350 Certifications 168