Attached files

file filename
8-K - CURRENT REPORT - National American University Holdings, Inc.nauh_8k.htm
 
 
  Exhibit 99.1
 
 
NATIONAL AMERICAN UNIVERSITY HOLDINGS, INC. REPORTS
FISCAL 2018 SECOND QUARTER AND SIX MONTHS RESULTS
 
Company to host conference call on January 4, 2018, at 11:00 a.m. ET
 
Financial and Operational Highlights
 
  *
Combined enrollment in graduate and doctoral programs increased 11.7% to 524 students during the FY 2018 second quarter (fall 2017 term) from the prior-year quarter.
 
  *
Primary focus remains on stabilizing and increasing enrollment; credit hours enrolled for the fall 2017 term came in above previously provided expectations due to switch to monthly starts and improved marketing efforts.
 
  *
Students enrolled in 59,081 credit hours in the FY 2018 second quarter, a 3.9% decrease from 61,451 credit hours during the prior fall term. Enrollment by total headcount decreased 13.8% from the prior-year period, to 6,241 students as of November 30, 2017, as a result of a decrease in continuing education and undergraduate & diploma students.
 
  *
The Company filed its FY 2017 annual Title IV Compliance Report with the U.S. Department of Education during the FY 2018 second quarter and is pleased to report that its independent auditors identified no findings of noncompliance.
 
  *
NAU signed a transfer agreement with Zenith Education Group to provide degree completion opportunities for approximately 800 students.
 
  *
The Company expects to close the Henley-Putnam University asset purchase transaction in early 2018.
 
  *
FY 2018 second quarter total revenue was $20.0 million, compared to $22.0 million in the prior-year period. The Company’s total academic segment revenue was $19.4 million in the FY 2018 second quarter, compared to $21.7 million in the prior-year period.
 
  *
FY 2018 second quarter net loss attributable to the Company was $(3.8) million, compared to $(0.8) million in the prior-year period, primarily as a result of decreased revenue on lower enrollment, investments in strategic growth initiatives, and $1.0 million in asset impairment charges primarily related to leasehold improvements at certain locations, as well as increased operating expenses related to condominium sales.
 
  *
Balance sheet at November 30, 2017, included cash and cash equivalents and investments of $8.7 million, taxes receivable of $2.3 million, working capital of $4.4 million; no outstanding lending debt; and stockholders’ equity of $21.4 million.
 
Rapid City, South Dakota, January 3, 2018 — National American University Holdings, Inc. (the “Company”) (NASDAQ: NAUH), which through its wholly owned subsidiary operates National American University (“NAU” or the “University”), a regionally accredited, proprietary, multi-campus institution of higher learning, today reported unaudited financial results for its fiscal 2018 second quarter and six months ended November 30, 2017.
 
Management Commentary
 
Enrollment
Ronald L. Shape, Ed.D., President and Chief Executive Officer of the Company, stated, “In the fall 2017 term, we began accepting students on a monthly basis, versus our previous practice of quarterly starts. The monthly starts had a positive impact on enrollment during the period, and we were pleased to see the year-over-year growth in our graduate and doctoral enrollments. We welcomed a new cohort of doctoral candidates in Texas during the fall term and are looking to launch an additional cohort in Ohio in the spring 2018 term. As a result of the monthly starts and students continuing to take advantage of the NAU Tuition Advantage plan, credit hours enrolled during the fall term came out to over 59,000, exceeding our previously provided projections. These factors had a positive impact on our top line, which helped to offset the effect of lower overall enrollment headcount.”
 
Opportunities with Other Institutions
Dr. Shape continued, “We are in active discussions with institutions that are looking to transfer or teach out students that could provide us with opportunities to leverage our existing infrastructure and brand recognition to assist students in their educational goals. In this regard, we recently signed a transfer agreement with Zenith Education Group whereby NAU is working to provide approximately 800 students with degree completion opportunities. We believe this will have a positive impact on our enrollments in the current winter term.
 
 
1
 
 
“Following a successful visit from the Higher Learning Commission (‘HLC’) in early November with regards to our planned acquisition of the assets of Henley-Putnam University, we maintain our expectation to close the transaction in early 2018, pending final approval from the HLC and other regulatory and accrediting bodies.”
 
Recent Operating Initiatives Expected to Generate $1.5 Million in Savings
Dr. Shape concluded, “As we mentioned in our last earnings report, we have observed that our working adult student population has increasingly shown a propensity for NAU’s online course delivery format. Given this trend, we are identifying ways in which we can build up and better support our students through our Distance Learning division. To support this effort, we have fully launched a second online enrollment center in Kansas City, Missouri, to expand upon our existing online operations in Rapid City, South Dakota. At the same time, we continue to look to optimize our ground operations. We have made efforts to cut costs over the past several quarters to bring our expenses in line with our revenues and current enrollment levels. In December, we made leadership and oversight consolidations that will result in approximately $1.5 million in savings. Taken all together, we expect the decisions made over the past few months to help the Company move toward generating positive cash flow while positioning NAU for long-term growth in a rapidly changing educational environment. Throughout this process, we remain committed to our students and their needs, making sure our academic programs and support systems adhere to the quality standard they have come to expect from NAU.”
 
Operating Review
 
Enrollment Update
 
Total NAU student enrollment for the fall 2017 term was 6,241 students, compared to 7,240 during the prior fall term. Students enrolled in 59,081 credit hours, compared to 61,451 credit hours during the prior fall term. The current average age of NAU’s students continues to be in the mid-30s, with those seeking undergraduate degrees remaining the highest portion of NAU’s student population.
 
The following is a summary of student enrollment at November 30, 2017, and November 30, 2016, by degree level and by instructional delivery method:
 
 
 
November 30, 2017
(Fall ’17 Term)
 
 
November 30, 2016
(Fall ’16 Term)
 
 
 
No. of Students
 
 
% of Total
 
 
No. of Students
 
 
% of Total
 
Continuing Ed
  15 
  0.2%
  300 
  4.1%
Doctoral
  101 
  1.6%
  110 
  1.5%
Graduate
  423 
  6.8%
  359 
  5.0%
Undergraduate & Diploma
  5,702 
  91.4%
  6,471 
  89.4%
 
    
    
    
    
Total
  6,241 
  100.0%
  7,240 
  100.0%
 
 
 
No. of Credits
 
 
% of Total
 
 
No. of Credits
 
 
% of Total
 
On-Campus
  8,180 
  13.8%
  8,254 
  13.4%
Online
  45,124 
  76.4%
  48,478 
  78.9%
Hybrid
  5,777 
  9.8%
  4,719 
  7.7%
 
    
    
    
    
Total
  59,081 
  100.0%
  61,451 
  100.0%
 
Financial Review
 
The Company, through its wholly owned subsidiary, operates in two business segments: academics, which consists of NAU’s undergraduate, graduate, and doctoral education programs and contributes the primary portion of the Company’s revenue; and ownership in and development of multiple apartments and condominium complexes from which it derives sales and rental income. The real estate operations generated approximately 3.0% of the Company’s revenue for the quarter ended November 30, 2017.
 
 
2
 
 
Fiscal 2018 Second Quarter Financial Results
 
Total revenue for the FY 2018 second quarter was $20.0 million, compared to $22.0 million in the same period last year. Academic tuition revenue was $18.5 million, compared to $20.3 million in the prior-year period. Auxiliary (bookstore) revenue was $0.9 million for the FY 2018 second quarter, compared to $1.4 million in the prior-year period. This decrease in academic revenue was primarily a result of a decrease in enrollment, which was partially offset by the new NAU Tuition Advantage plan that was approved by NAU’s board of governors in November 2016 and became effective in March 2017.
 
For the FY 2018 second quarter, educational services expense was $6.4 million, or 33.0% of total academic segment revenue, compared to $6.5 million, or 30.0%, for the FY 2017 second quarter. Educational services expense specifically relates to academics, and includes salaries and benefits of faculty and academic administrators, costs of educational supplies, faculty reference and support material and related academic costs.
 
During the FY 2018 second quarter, SG&A expenses decreased to $15.3 million, or 76.5% of total revenue, from $15.4 million, or 70.2%, in the prior-year period. This percentage increase was primarily a result of fixed costs on a decreasing revenue base and additional expense to launch new programs and transfer programs for closing institutions. Expenses related to growth initiatives such as the College of Military Studies, Canada enrollments, and the new online enrollment center totaled $1.3 million in the FY 2018 second quarter, compared to $0.4 million for the same initiatives in the prior-year quarter.
 
Loss before income taxes and non-controlling interest for the FY 2018 second quarter was $(3.7) million, compared to $(1.1) million in the same period last year, primarily as a result of decreased revenue on lower enrollment, as well as increased operating expenses related to condominium sales and $1.0 million in asset impairment charges primarily related to leasehold improvements at certain locations.
 
Net loss attributable to the Company for the FY 2018 second quarter was $(3.8) million, or ($0.16) per diluted share based on 24.2 million shares outstanding, compared to net loss attributable to the Company of $(0.8) million, or ($0.03) per diluted share based on 24.1 million shares outstanding, in the prior-year period, as a result of the reasons mentioned above and a $0.5 million reduction in benefit from income taxes.
 
Losses before interest, tax, and depreciation and amortization (“LBITDA”) for the FY 2018 second quarter were ($2.3) million, compared to EBITDA of $0.3 million in the prior-year period. A table reconciling EBITDA/LBITDA to net loss can be found at the end of this release.
 
Fiscal 2018 Six Months Financial Results
 
Total revenues for the first six months of FY 2018 were $39.8 million, compared to $43.1 million in the prior-year period. The total academic segment revenue was $38.7 million, compared to $42.5 million in the prior-year period, as a result of the decrease in enrollment. The Company continues to execute on its strategic plan, which includes growing enrollments at its current existing locations by investing in new program development and expansion, academic advisor support, and student retention initiatives, while right-sizing operations to be in line with the needs of its student population.
 
NAU’s educational services expense for the first six months of FY 2018 was $13.3 million, or 34.4% of the total academic segment revenue, compared to $13.0 million, or 30.5%, in the prior-year period.
 
During the first six months of FY 2018, SG&A expenses decreased to $30.8 million, or 77.4% of total revenues, compared to $31.9 million, or 74.0%, in the prior-year period.
 
Loss before income taxes and non-controlling interest for the first six months of FY 2018 was $(7.8) million, compared to loss before income taxes and non-controlling interest of $(4.2) million in the prior-year period, primarily as a result of decreased revenues offset by lower SG&A expenses.
 
Net loss attributable to the Company during the first six months of FY 2018 was $(7.6) million, or $(0.31) per diluted share based on 24.2 million shares outstanding, compared to net loss attributable to the Company of $(2.8) million, or $(0.12) per diluted share based on 24.1 million shares outstanding, in the prior-year period.
 
LBITDA for the first six months of FY 2018 were $(5.0) million, compared to LBITDA of $(1.2) million in the prior-year period. A table reconciling EBITDA/LBITDA to net loss can be found at the end of this release.
 
 
3
 
 
Balance Sheet Highlights
 
(in millions except for percentages)
 
11/30/2017
 
 
5/31/2017
 
 
% Change
 
Cash and Cash Equivalents/Investments $
 $8.7*
  16.2 
  (46.2)%
Working Capital
  4.4 
  11.2 
  (61.3)%
Other Long-term Liabilities
  3.1 
  4.0 
  (23.2)%
Stockholders’ Equity
  21.4 
  29.9 
  (28.6)%
 
*Decrease in cash was primarily the result of expenditures related to lease terminations, operating loss, the dividends, and the construction of Arrowhead Apartments.
 
Conference Call Information
 
Management will discuss these results in a conference call (with accompanying presentation) on Thursday, January 4, 2018, at 11:00 a.m. ET.
 
The dial-in numbers are:
(877) 407-9078 (U.S.)
(201) 493-6745 (International)
 
Accompanying Slide Presentation and Webcast
The Company will have an accompanying slide presentation available in PDF format at the “Investor Relations” section of the NAU website at http://investors.national.edu. The presentation will be made available 30 minutes prior to the conference call. In addition, the call will be simultaneously webcast over the Internet via the “Investor Relations” section of the NAU website or by clicking on the conference call link: http://national.equisolvewebcast.com/q2-2018.
 
About National American University Holdings, Inc.
 
National American University Holdings, Inc., through its wholly owned subsidiary, operates National American University, a regionally accredited, proprietary, multi-campus institution of higher learning offering associate, bachelor’s, master’s, and doctoral degree programs in technical and professional disciplines. Accredited by the Higher Learning Commission, NAU has been providing technical and professional career education since 1941. NAU opened its first campus in Rapid City, South Dakota, and has since grown to multiple locations in several U.S. states. In 1998, NAU began offering online courses. Today, NAU offers degree programs in traditional, online, and hybrid formats, which provide students increased flexibility to take courses at times and places convenient to their busy lifestyles.
 
Forward Looking Statements
 
This press release may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 regarding the Company's business. Statements made in this release, other than those concerning historical financial information, may be considered forward-looking statements, which speak only as of the date of this release and are based on current beliefs and expectations and involve a number of assumptions. These forward-looking statements include outlooks or expectations for earnings, revenue, expenses or other future financial or business performance, strategies or expectations, or the impact of legal or regulatory matters on business, results of operations or financial condition. Specifically, forward-looking statements may include statements relating to the future financial performance of the Company; the ability to continue to receive Title IV funds; the growth of the market for the Company’s services; expansion plans and opportunities; consolidation in the market for the Company’s services generally; and other statements preceded by, followed by or that include the words “estimate,” “plan,” “project,” “forecast,” “intend,” “expect,” “anticipate,” “believe,” “seek,” “target” or similar expressions. These forward-looking statements involve a number of known and unknown risks and uncertainties or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by those forward-looking statements. Other factors that could cause the Company’s results to differ materially from those contained in its forward-looking statements are included under, among others, the heading “Risk Factors” in the Company’s Annual Report on Form 10-K, which the Company filed on August 4, 2017, and in its other filings with the Securities and Exchange Commission. The Company assumes no obligation to update the information contained in this release.
 
 
4
 
 
Contact Information:
National American University Holdings, Inc.
Dr. Ronald Shape
605-721-5220
rshape@national.edu
 
Investor Relations Counsel
The Equity Group Inc.
Carolyne Y. Sohn
415-568-2255
csohn@equityny.com
 
 
 
Adam Prior
212-836-9606
aprior@equityny.com
 
 
 
5
 
 
NATIONAL AMERICAN UNIVERSITY HOLDINGS, INC. AND SUBSIDIARIES
 
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
FOR THE THREE MONTHS AND SIX MONTHS ENDED NOVEMBER 30, 2017 AND 2016
(In thousands, except share and per share amounts)
 
 
 
Three Months Ended
 
 
Six Months Ended
 
 
 
November 30,
 
 
November 30,
 
 
 
2017
 
 
2016
 
 
2017
 
 
2016
 
REVENUE:
 
 
 
 
 
 
 
 
 
 
 
 
  Academic revenue
 $18,494 
 $20,276 
 $36,684 
 $39,714 
  Auxiliary revenue
  931 
  1,414 
  1,975 
  2,808 
  Rental income — apartments
  358 
  293 
  700 
  591 
  Condominium sales
  235 
  - 
  455 
  - 
 
    
    
    
    
  Total revenue
  20,018 
  21,983 
  39,814 
  43,113 
 
    
    
    
    
OPERATING EXPENSES:
    
    
    
    
  Cost of educational services
  6,411 
  6,497 
  13,311 
  12,965 
  Selling, general and administrative
  15,308 
  15,425 
  30,816 
  31,907 
  Auxiliary expense
  652 
  1,054 
  1,393 
  2,103 
  Cost of condominium sales
  191 
  - 
  427 
  - 
  Loss on lease termination
  - 
  - 
  362 
  - 
  Loss on disposition of property
  1,036 
  - 
  995 
  6 
 
    
    
    
    
  Total operating expenses
  23,598 
  22,976 
  47,304 
  46,981 
 
    
    
    
    
OPERATING LOSS
  (3,580)
  (993)
  (7,490)
  (3,868)
 
    
    
    
    
OTHER INCOME (EXPENSE):
    
    
    
    
  Interest income
  29 
  27 
  49 
  49 
  Interest expense
  (208)
  (214)
  (417)
  (428)
  Other income — net
  43 
  32 
  87 
  69 
 
    
    
    
    
  Total other expense
  (136)
  (155)
  (281)
  (310)
 
    
    
    
    
LOSS BEFORE INCOME TAXES
  (3,716)
  (1,148)
  (7,771)
  (4,178)
 
    
    
    
    
INCOME TAX BENEFIT (EXPENSE)
  (56)
  406 
  185 
  1,397 
 
    
    
    
    
NET LOSS
  (3,772)
  (742)
  (7,586)
  (2,781)
 
    
    
    
    
NET INCOME ATTRIBUTABLE TO NON-CONTROLLING
  (5)
  (10)
  (19)
  (27)
  INTEREST
    
    
    
    
 
    
    
    
    
NET LOSS ATTRIBUTABLE TO NATIONAL AMERICAN
    
    
    
    
  UNIVERSITY HOLDINGS, INC. AND SUBSIDIARIES
  (3,777)
  (752)
  (7,605)
  (2,808)
 
    
    
    
    
OTHER COMPREHENSIVE (LOSS) INCOME, NET OF TAX
    
    
    
    
  Unrealized (losses) gains on investments, net of tax benefit (expense)
  1 
  (9)
  (5)
  (5)
Income tax benefit related to items of other comprehensive loss
    
    
    
    
 
    
    
    
    
COMPREHENSIVE LOSS ATTRIBUTABLE TO
    
    
    
    
  NATIONAL AMERICAN UNIVERSITY HOLDINGS, INC.
 $(3,776)
 $(761)
 $(7,610)
 $(2,813)
 
    
    
    
    
 
    
    
    
    
Basic net loss attributable to National American University
 $(0.16)
 $(0.03)
 $(0.31)
 $(0.12)
  Holdings, Inc.
    
    
    
    
Diluted net loss attributable to National American University
 $(0.16)
 $(0.03)
 $(0.31)
 $(0.12)
  Holdings, Inc.
    
    
    
    
Basic weighted average shares outstanding
  24,219,884 
  24,148,355 
  24,200,096 
  24,131,231 
Diluted weighted average shares outstanding
  24,219,884 
  24,148,355 
  24,200,096 
  24,131,231 
 
 
6
 
 
NATIONAL AMERICAN UNIVERSITY HOLDINGS, INC. AND SUBSIDIARIES
 
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEET
AS OF NOVEMBER 30, 2017 AND CONDENSED
CONSOLIDATED BALANCE SHEET AS OF MAY 31, 2017
(In thousands, except share and per share amounts)
 
 
 
November 30,
 
 
May 31,
 
 
 
2017
 
 
2017
 
ASSETS
 
 
 
 
 
 
CURRENT ASSETS:
 
 
 
 
 
 
  Cash and cash equivalents
 $5,123 
 $11,974 
  Available for sale investments
 $3,566 
 $4,183 
  Student receivables — net of allowance of $843 and $1,195 at November 30, 2017
    
    
  and May 31, 2017, respectively
 $2,934 
 $2,895 
  Other receivables
 $253 
 $458 
  Income taxes receivable
 $2,303 
 $2,301 
  Prepaid and other current assets
 $1,298 
 $1,649 
  Total current assets
 $15,477 
 $23,460 
Total property and equipment - net
 $28,929 
 $31,318 
OTHER ASSETS:
    
    
  Condominium inventory
 $190 
 $621 
  Land held for future development
 $229 
 $229 
  Course development — net of accumulated amortization of $3,454 and $3,322 at
    
    
  November 30, 2017 and May 31, 2017, respectively
 $1,086 
 $1,111 
  Deferred income taxes
 $9 
 $- 
  Other
 $730 
 $853 
  Total other assets
 $2,244 
 $2,814 
TOTAL
 $46,650 
 $57,592 
 
    
    
LIABILITIES AND STOCKHOLDERS' EQUITY
    
    
CURRENT LIABILITIES:
    
    
  Current portion of capital lease payable
 $355 
 $331 
  Accounts payable
 $3,305 
 $3,076 
  Dividends payable
 $- 
 $1,094 
  Income taxes payable
 $131 
 $113 
  Deferred income
 $1,975 
 $1,691 
  Accrued and other liabilities
 $5,355 
 $5,906 
  Total current liabilities
 $11,121 
 $12,211 
DEFERRED INCOME TAXES
 $- 
 $194 
OTHER LONG-TERM LIABILITIES
 $3,081 
 $4,010 
CAPITAL LEASE PAYABLE, NET OF CURRENT PORTION
 $11,056 
 $11,237 
COMMITMENTS AND CONTINGENCIES
    
    
STOCKHOLDERS' EQUITY:
    
    
  Common stock, $0.0001 par value (50,000,000 authorized; 28,649,663 issued and
    
    
  24,310,482 outstanding as of November 30, 2017; 28,557,968 issued and 24,224,924
    
    
  outstanding as of May 31, 2017)
 $3 
 $3 
  Additional paid-in capital
 $59,206 
 $59,060 
  Accumulated deficit
 $(15,317)
 $(6,622)
  Treasury stock, at cost (4,339,181 shares at November 30, 2017 and 4,333,044
    
    
  shares at May 31, 2017)
 $(22,494)
 $(22,481)
  Accumulated other comprehensive loss, net of taxes - unrealized loss
    
    
  on available for sale securities
 $(9)
 $(4)
Total National American University Holdings, Inc. stockholders' equity
 $21,389 
 $29,956 
Non-controlling interest
 $3 
 $(16)
Total stockholders' equity
 $21,392 
 $29,940 
TOTAL
 $46,650 
 $57,592 
 
The accompanying notes are an integral part of these condensed consolidated financial statements.
 
 
7
 
 
The following table provides a reconciliation of net loss attributable to the Company to EBITDA/LBITDA:
 
 
 
Three Months Ended
November 30,
 
 
Six Months Ended
November 30,  
 
 
 
2017
 
 
2016
 
 
2017
 
 
2016
 
 
 
(dollars in thousands)  
 
Net Loss attributable to the Company
 $(3,777)
 $(752)
 $(7,605)
 $(2,808)
Income attributable to non-controlling interest
  5 
  10 
  19 
  27 
Interest Income
  (29)
  (27)
  (49)
  (49)
Interest Expense
  208 
  214 
  417 
  428 
Income Tax Benefit (Expense)
  56 
  (406)
  (185)
  (1,397)
Depreciation and Amortization
  1,234 
  1,291 
  2,440 
  2,597 
 
    
    
    
    
EBITDA (LBITDA)
 $(2,303)
 $330 
 $(4,963)
 $(1,202)
 
EBITDA/LBITDA consists of income attributable to the Company, less income from non-controlling interest, plus loss from non-controlling interest, minus interest income, plus interest expense (which is not related to any debt but to the accounting required for the capital lease), plus income taxes, plus depreciation and amortization. The Company uses EBITDA/LBITDA as a measure of operating performance. However, EBITDA/LBITDA is not a recognized measurement under U.S. generally accepted accounting principles, or GAAP, and when analyzing its operating performance, investors should use EBITDA/LBITDA in addition to, and not as an alternative for, income as determined in accordance with GAAP. Because not all companies use identical calculations, the Company’s presentation of EBITDA/LBITDA may not be comparable to similarly titled measures of other companies and is therefore limited as a comparative measure. Furthermore, as an analytical tool, EBITDA/LBITDA has additional limitations, including that (a) it is not intended to be a measure of free cash flow, as it does not consider certain cash requirements such as tax payments; (b) it does not reflect changes in, or cash requirements for, its working capital needs; and (c) although depreciation and amortization are non-cash charges, the assets being depreciated and amortized often will have to be replaced in the future, and EBITDA/LBITDA does not reflect any cash requirements for such replacements, or future requirements for capital expenditures or contractual commitments. To compensate for these limitations, the Company evaluates its profitability by considering the economic effect of the excluded expense items independently as well as in connection with its analysis of cash flows from operations and through the use of other financial measures.
 
The Company believes EBITDA/LBITDA is useful to an investor in evaluating its operating performance because it is widely used to measure a company’s operating performance without regard to certain non-cash expenses (such as depreciation and amortization) and expenses that are not reflective of its core operating results over time. The Company believes EBITDA/LBITDA presents a meaningful measure of corporate performance exclusive of its capital structure, the method by which assets were acquired and non-cash charges, and provides us with additional useful information to measure its performance on a consistent basis, particularly with respect to changes in performance from period to period.
 
 
 
8