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EX-23.1 - EX-23.1 - Strategic Education, Inc.a18-36732_1ex23d1.htm
8-K/A - 8-K/A - Strategic Education, Inc.a18-36732_18ka.htm

Exhibit 99.3

 

STRATEGIC EDUCATION, INC.

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

 

On August 1, 2018, Strategic Education, Inc. (formerly known as Strayer Education, Inc., defined herein as “SEI” or the “Company”) completed its previously announced merger with Capella Education Company, a Minnesota corporation (“Capella”), pursuant to the Agreement and Plan of Merger (the “Merger Agreement”), dated as of October 29, 2017, among the Company, Sarg Sub, Inc., a Minnesota corporation and wholly owned subsidiary of the Company (“Sarg Sub”), and Capella. Pursuant to the Merger Agreement, Sarg Sub merged with and into Capella with Capella continuing as the surviving corporation in the Merger as a wholly owned subsidiary of the Company (the “Merger”). At the effective time of the Merger, each share of common stock, $0.01 par value, of Capella (the “Capella Shares”) issued and outstanding immediately prior to the effective time of the Merger was converted into 0.875 shares of the Company’s common stock. Upon completion of the Merger, Strayer Education, Inc. changed its name to Strategic Education, Inc.

 

The unaudited pro forma condensed combined financial statements, which we refer to as the “pro forma financial statements,” presented herein are derived from the historical consolidated financial statements of SEI and Capella. The pro forma financial statements present the historical financial statements of the combined company as if the Merger had been completed as of June 30, 2018 for purposes of the unaudited pro forma condensed combined balance sheet and as of January 1, 2017 for purposes of the unaudited pro forma condensed combined statements of income. The historical consolidated financial information has been adjusted in the pro forma financial statements to give effect to pro forma events that are (i) directly attributable to the merger, (ii) factually supportable, and (iii) with respect to the statements of income, expected to have a continuing impact on the combined results.

 

The pro forma financial statements should be read in conjunction with (i) the accompanying notes to the pro forma financial statements, (ii) the historical financial statements of SEI and the accompanying notes in SEI’s Quarterly Report on Form 10-Q for the period ended June 30, 2018 and SEI’s Annual Report on Form 10-K for the year ended December 31, 2017, and (iii) the historical financial statements of Capella and the accompanying notes in Capella’s Quarterly Report on Form 10-Q for the period ended June 30, 2018 and Capella’s Annual Report on Form 10-K for the year ended December 31, 2017.

 

The pro forma financial statements were prepared using the acquisition method of accounting in accordance with generally accepted accounting principles in the United States of America, which are referred to in this Form 8-K/A as GAAP. SEI is the acquirer in the merger for accounting purposes. Under the acquisition method of accounting, the purchase price is allocated to the underlying tangible and intangible assets acquired and liabilities assumed based on their respective fair values, with any excess purchase price allocated to goodwill.

 

The pro forma purchase price allocation of Capella’s assets acquired and liabilities assumed is based on preliminary estimates of the fair values of the assets acquired and liabilities assumed, and the pro forma financial statements are based upon currently available information and certain assumptions that SEI management believes are factually supportable as of the date of this Form 8-K/A. A final determination of the fair value of Capella’s assets acquired and liabilities assumed, including goodwill and intangible assets, will be based on the actual net tangible and intangible assets and liabilities of Capella that existed as of the closing date, and this analysis is not yet finalized. As a result of the foregoing, the pro forma adjustments are preliminary and are subject to change as additional information becomes available and as additional analyses are performed. These potential changes to the purchase price allocation and related pro forma adjustments could be material.

 

The pro forma financial statements do not reflect any cost savings that may be realized as a result of the merger. At this time, no material intercompany transactions between SEI and Capella during the periods presented in the pro forma financial statements have been identified.

 

The adjustments included in the pro forma financial statements are based upon currently available information and assumptions that SEI management believes to be reasonable. These adjustments and related assumptions are described in the accompanying notes presented on the following pages.

 

The pro forma financial statements have been presented for informational purposes only. The pro forma financial statements are not intended to represent or to be indicative of the actual results of operations or financial position that the combined company would have reported had the merger been consummated as of the dates set forth in the pro forma financial statements, and should not be taken as being indicative of the combined company’s future consolidated results of operations or financial position. The actual results may differ significantly from those reflected in the pro forma financial statements for a number of reasons, including differences between the assumptions used to prepare the pro forma financial statements and actual amounts.

 

1


 

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

AS OF JUNE 30, 2018

(In thousands)

 

 

 

Strategic
Education,
Inc.

 

Capella
Education
Company

 

Transaction
Adjustments

 

Note
Reference

 

Pro Forma
Condensed
Combined

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

 

 

 

 

Cash & cash equivalents

 

$

171,600

 

$

117,885

 

$

(26,805

)

4a

 

$

262,680

 

Marketable securities, current

 

 

37,589

 

 

 

 

37,589

 

Tuition receivable—net

 

25,595

 

24,229

 

 

 

 

49,824

 

Income taxes receivable

 

5,592

 

194

 

 

 

 

5,786

 

Other current assets

 

11,385

 

9,833

 

 

 

 

21,218

 

Total current assets

 

214,172

 

189,730

 

(26,805

)

 

 

377,097

 

Marketable securities, noncurrent

 

 

34,386

 

 

 

 

34,386

 

Property & equipment—net

 

72,125

 

34,781

 

19,000

 

4b

 

125,906

 

Deferred income taxes

 

22,851

 

871

 

(23,722

)

4c

 

 

Goodwill

 

17,919

 

13,477

 

645,728

 

4d

 

677,124

 

Intangibles, net

 

3,900

 

3,162

 

373,638

 

4e

 

380,700

 

Other assets

 

5,798

 

10,358

 

5,458

 

4f

 

21,614

 

Total assets

 

$

336,765

 

$

286,765

 

$

993,297

 

 

 

$

1,616,827

 

Liabilities & Stockholders’ Equity:

 

 

 

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

 

 

 

Accounts payable and accrued expenses

 

$

46,657

 

$

29,397

 

$

(1,105

)

4g

 

$

74,949

 

Contract liabilities

 

22,547

 

15,635

 

(6,723

)

4h

 

31,459

 

Total current liabilities

 

69,204

 

45,032

 

(7,828

)

 

 

106,408

 

Deferred income taxes

 

 

 

81,735

 

4c

 

81,735

 

Other long-term liabilities

 

43,721

 

14,303

 

(11,454

)

4g

 

46,570

 

Total liabilities

 

112,925

 

59,335

 

62,453

 

 

 

234,713

 

Stockholders’ equity

 

 

 

 

 

 

 

 

 

 

 

Common stock

 

113

 

117

 

(14

)

4i

 

216

 

Additional paid-in-capital

 

53,015

 

124,431

 

1,060,545

 

4i

 

1,237,991

 

Accumulated other comprehensive loss

 

 

(211

)

211

 

4j

 

 

Retained earnings

 

170,712

 

103,093

 

(129,898

)

4k

 

143,907

 

Total stockholders’ equity

 

223,840

 

227,430

 

930,844

 

 

 

1,382,114

 

Total liabilities & stockholders’ equity

 

$

336,765

 

$

286,765

 

$

993,297

 

 

 

$

1,616,827

 

 

The accompanying notes are an integral part of these unaudited pro forma financial statements.

 

2


 

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF INCOME

FOR THE SIX MONTHS ENDED JUNE 30, 2018

(In thousands, except per share data)

 

 

 

Strategic
Education,
Inc.

 

Capella
Education
Company

 

Transaction
Adjustments

 

Note
Reference

 

Pro Forma
Condensed
Combined

 

Revenues

 

$

231,137

 

$

223,530

 

$

 

 

 

$

454,667

 

Costs and expenses:

 

 

 

 

 

 

 

 

 

 

 

Instruction and educational support

 

128,466

 

97,782

 

 

 

 

226,248

 

Marketing

 

41,237

 

55,755

 

 

 

 

96,992

 

Admissions advisory

 

9,285

 

14,397

 

 

 

 

23,682

 

General and administration

 

22,281

 

20,956

 

 

 

 

43,237

 

Merger costs

 

8,171

 

1,395

 

(9,566

)

5a

 

 

Impairment of goodwill and intangible assets

 

6,185

 

 

 

 

 

6,185

 

Amortization of acquired assets

 

 

240

 

31,927

 

5b

 

32,167

 

Total costs and expenses

 

215,625

 

190,525

 

22,361

 

 

 

428,511

 

Income from operations

 

15,512

 

33,005

 

(22,361

)

 

 

26,156

 

Investment and other income

 

1,056

 

1,616

 

 

 

 

2,672

 

Interest expense

 

320

 

425

 

 

 

 

745

 

Income before income taxes

 

16,248

 

34,196

 

(22,361

)

 

 

28,083

 

Provision for income taxes

 

1,593

 

8,559

 

(5,814

)

5c

 

4,338

 

Net income

 

$

14,655

 

$

25,637

 

$

(16,547

)

 

 

$

23,745

 

Net income per share:

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

1.36

 

$

2.20

 

 

 

 

 

$

1.13

 

Diluted

 

$

1.29

 

$

2.14

 

 

 

 

 

$

1.09

 

Weighted average shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

Basic

 

10,812

 

11,674

 

(1,459

)

5d

 

21,027

 

Diluted

 

11,346

 

11,957

 

(1,495

)

5d

 

21,808

 

 

The accompanying notes are an integral part of these unaudited pro forma financial statements.

 

3


 

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF INCOME

FOR THE YEAR ENDED DECEMBER 31, 2017

(In thousands, except per share data)

 

 

 

Strategic
Education,
Inc.

 

Capella
Education
Company

 

Transaction
Adjustments

 

Note
Reference

 

Pro Forma
Condensed
Combined

 

Revenues

 

$

454,851

 

$

440,411

 

$

 

 

 

$

895,262

 

Costs and expenses:

 

 

 

 

 

 

 

 

 

 

 

Instruction and educational support

 

245,177

 

195,081

 

 

 

 

440,258

 

Marketing

 

82,574

 

109,394

 

 

 

 

191,968

 

Admissions advisory

 

19,494

 

29,163

 

 

 

 

48,657

 

General and administration

 

43,518

 

40,995

 

 

 

 

84,513

 

Merger costs

 

11,879

 

3,728

 

(15,607

)

6a

 

 

Impairment of goodwill and intangible assets

 

 

14,955

 

 

 

 

14,955

 

Restructuring charges

 

 

1,282

 

 

 

 

1,282

 

Amortization of acquired assets

 

 

719

 

63,614

 

6b

 

64,333

 

Total costs and expenses

 

402,642

 

395,317

 

48,007

 

 

 

845,966

 

Income from continuing operations

 

52,209

 

45,094

 

(48,007

)

 

 

49,296

 

Investment and other income

 

1,079

 

1,740

 

 

 

 

2,819

 

Interest expense

 

642

 

947

 

 

 

 

1,589

 

Income from continuing operations before income taxes

 

52,646

 

45,887

 

(48,007

)

 

 

50,526

 

Provision for income taxes

 

32,034

 

22,477

 

(18,723

)

6c

 

35,788

 

Net income from continuing operations

 

$

20,612

 

$

23,410

 

$

(29,284

)

 

 

$

14,738

 

Net income from continuing operations per share:

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

1.93

 

$

2.01

 

 

 

 

 

$

0.71

 

Diluted

 

$

1.84

 

$

1.96

 

 

 

 

 

$

0.68

 

Weighted average shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

Basic

 

10,678

 

11,623

 

(1,453

)

6d

 

20,848

 

Diluted

 

11,199

 

11,950

 

(1,494

)

6d

 

21,655

 

 

The accompanying notes are an integral part of these unaudited pro forma financial statements.

 

4


 

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

 

1. Description of Transaction

 

On August 1, 2018, SEI and Capella completed a merger, pursuant to which each share of common stock of Capella was converted into the right to receive 0.875 newly issued shares of common stock of SEI (referred to as “combined company shares”) as of the consummation of and following the merger.

 

2. Basis of Presentation

 

The accompanying pro forma financial statements were prepared in accordance with Article 11 of Regulation S-X and present the pro forma balance sheet and pro forma statements of income of SEI based upon the historical financial statements of each of SEI and Capella, after giving effect to the merger, and are intended to reflect the impact of the merger on SEI’s consolidated financial statements. The historical financial statements of SEI and Capella have been adjusted in the accompanying pro forma financial statements to give effect to pro forma events that are (i) directly attributable to the merger, (ii) factually supportable, and (iii) with respect to the statement of operations, expected to have a continuing impact on the consolidated results of operations of the combined company.

 

The pro forma financial statements combine the statements of income for the year ended December 31, 2017 and the six months ended June 30, 2018, and the balance sheets as of June 30, 2018 of SEI and Capella. The presentation of the pro forma financial statements is consistent with how it is currently expected that the combined company will present its financial statements going forward. The pro forma financial statements are consistent with SEI’s accounting policies disclosed in its quarterly and annual reports. The process of conforming the accounting policies of Capella to those of SEI is ongoing and, at the time of preparing the pro forma financial statements, management is not aware of any material policy differences or necessary financial statement reclassifications other than those identified below. SEI management is currently conducting an in-depth review of Capella’s accounting policies in an effort to determine if additional differences in accounting policies and/or financial statement classification exist that may require additional adjustments to or reclassification of Capella’s results of operations, assets or liabilities to conform to SEI’s accounting policies and classifications. As a result of that review, SEI management may identify differences that, when conformed, could have a material impact on the pro forma financial statements.

 

For the purpose of preparing the pro forma financial statements, certain reclassifications were made relative to SEI’s and Capella’s historical financial statement line item presentations in order to conform with Regulation S-X, and to conform with that expected of the combined company.

 

SEI Reclassifications

 

 

 

Balance sheet as of June 30, 2018

 

 

 

Reclass SEI intangibles from other assets

 

$

3,900

 

Statement of income for the year ended December 31, 2017

 

 

 

Reclass SEI merger costs from general and administration expense

 

11,879

 

Capella Reclassifications

 

 

 

Balance sheet as of June 30, 2018

 

 

 

Reclass income taxes receivable from other current assets

 

$

194

 

Reclass accrued liabilities to accounts payable and accrued expenses

 

27,815

 

Reclass dividend payable to accounts payable and accrued expenses

 

328

 

Reclass deferred rent to other long-term liabilities

 

11,890

 

Statement of income for the six months ended June 30, 2018

 

 

 

Separately state amortization of acquired assets from general and administration expense

 

240

 

Separately state interest expense from investment income

 

425

 

Statement of income for the year ended December 31, 2017

 

 

 

Separately state amortization of acquired assets from general and administration expense

 

719

 

Separately state interest expense from investment income

 

947

 

 

3. Estimation of Consideration Transferred and Assets to be Acquired and Liabilities to be Assumed

 

The following is a preliminary estimate of the consideration expected to be deemed to be transferred, assets to be deemed to be acquired, and liabilities to be deemed assumed in the merger, reconciled to the estimate of total consideration expected to be transferred.

 

5


 

These preliminary amounts are based on Capella’s balance sheet as of June 30, 2018, adjusted to reflect the estimated fair value of the assets and liabilities as of the merger date.

 

(In thousands)

 

Amount

 

Note

 

Consideration transferred:

 

 

 

 

 

SEI converted stock (0.875 Conversion Ratio)

 

$

1,159,909

 

(a)

 

Incremental value of stock awards assigned to purchase price

 

25,170

 

(b)

 

Total value to allocate

 

$

1,185,079

 

 

 

Preliminary purchase price allocation:

 

 

 

 

 

Assets:

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash & cash equivalents

 

$

117,885

 

 

 

Marketable securities, current

 

37,589

 

 

 

Tuition receivable, net

 

24,229

 

 

 

Income taxes receivable

 

194

 

 

 

Other current assets

 

9,833

 

 

 

Total current assets

 

189,730

 

 

 

Marketable securities, noncurrent

 

34,386

 

 

 

Property & equipment—net

 

53,781

 

(c)

 

Goodwill

 

659,205

 

(d)

 

Intangibles, net

 

376,800

 

(e)

 

Other assets

 

15,816

 

 

 

Total assets

 

$

1,329,718

 

 

 

Liabilities & Stockholders’ Equity:

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Accounts payable and accrued liabilities

 

$

28,292

 

 

 

Contract liabilities

 

8,912

 

 

 

Total current liabilities

 

37,204

 

 

 

Deferred income taxes

 

104,586

 

 

 

Other long-term liabilities

 

2,849

 

 

 

Total liabilities

 

144,639

 

 

 

Total net assets

 

$

1,185,079

 

 

 

Stockholders’ equity:

 

 

 

 

 

Common stock

 

$

103

 

 

 

Additional paid-in capital

 

1,184,976

 

 

 

Total stockholders’ equity

 

1,185,079

 

 

 

Total liabilities and stockholders’ equity

 

$

1,329,718

 

 

 

 


(a)                                 The fair value of the combined company shares is based on the deemed conversion of Capella shares (including those that vest upon a change in control) into combined company shares at the merger exchange ratio. The shares are deemed to have been converted at the fair value of $113.01 (the closing share price of SEI common stock on June 30, 2018).

 

(b)                                 At the effective time, any stock option or unvested restricted stock unit held by a Capella employee who remained employed by Capella as of immediately prior to the merger was converted into a stock-based compensation award (the “Replacement Award”) of the combined company subject to the same terms and conditions after the merger as were applicable to the corresponding Capella stock-based compensation award. Accordingly, included in this balance is the estimated fair value of the Replacement Award issued to Capella employees as of June 30, 2018. The estimated fair value of stock options was calculated using the Black-Scholes-Merton model. In calculating the estimated fair value of such options, management used the following weighted-average assumptions with respect to SEI common stock:

 

Risk-free interest rate

 

2.83

%

Expected volatility

 

33.43

%

Expected term (in years)

 

4.0

 

Dividend yield

 

1.77

%

 

(c)                                  The fair value of Capella’s property & equipment, net includes $14.0 million of course content valued based on an “income approach,” and $5.0 million of internally developed software valued based on an estimate of the cost to reproduce the assets.

 

6


 

(d)                                 Goodwill has been calculated as the difference between the estimated merger date fair value of the total consideration transferred and the aggregate values assigned to the assets acquired and liabilities assumed. Goodwill is not amortized.

 

(e)                                  Identifiable intangible assets are required to be measured at fair value, and these acquired assets could include assets that are not intended to be used or sold or that are intended to be used in a manner other than their highest and best use. For purposes of these pro forma financial statements and consistent with the ASC 820 requirements for fair value measurements, it is assumed that all assets will be used, and that all acquired assets will be used in a manner that represents the highest and best use of those acquired assets.

 

The fair value of identifiable intangible assets is determined primarily using variations of the “income approach,” which is based on the present value of the future after-tax cash flows attributable to each identifiable intangible asset. Other valuation methods, including the market approach and cost approach, were also considered in estimating the fair value.

 

For purposes of these pro forma financial statements, the fair value of Capella’s identifiable intangible assets, and their weighted-average useful lives have been preliminarily estimated as follows:

 

(In thousands)

 

Estimated
Life (Years)

 

Estimated
Fair Value

 

Trade names

 

Indefinite

 

$

202,800

 

Student relationships

 

3

 

174,000

 

Total identifiable intangible assets

 

 

 

$

376,800

 

 

These estimates are preliminary and subject to change.

 

4. Pro Forma Adjustments to the Balance Sheet at June 30, 2018

 

(a)                                 To record an adjustment to cash for certain estimated transaction costs, including but not limited to fees paid to financial advisors, and fees paid for legal, accounting, and other professional fees, that are expected to be incurred in the future.

 

(b)                                 To record an adjustment to property & equipment based on the preliminary purchase price allocation of fair value to Capella’s internally developed software and course content. A preliminary estimate of depreciation expense for these assets is reflected in the unaudited pro forma condensed combined statements of income using the straight-line method and is included in adjustments 5(b) and 6(b) below.

 

(c)                                  To record an adjustment to deferred tax assets and liabilities based on the preliminary purchase price allocation.

 

(d)                                 To record an adjustment to goodwill based on the preliminary purchase price allocation:

 

(In thousands)

 

June 30,
2018

 

Eliminate historical Capella goodwill

 

$

(13,477

)

Goodwill from preliminary purchase price allocation

 

659,205

 

 

 

$

645,728

 

 

(e)                                  To record an adjustment to intangible assets to fair value based on the preliminary purchase price allocation:

 

(In thousands)

 

June 30,
2018

 

Eliminate historical Capella intangible assets

 

$

(3,162

)

Intangible assets from preliminary purchase price allocation

 

376,800

 

 

 

$

373,638

 

 

(f)                                   To record an adjustment to other assets based on the preliminary purchase price allocation of fair value to Capella’s other investments in limited partnerships.

 

(g)                                  To record an adjustment to accounts payable and accrued expenses and other long-term liabilities based on the preliminary purchase price allocation of fair value to Capella’s long-term lease arrangements.

 

(h)                                 To record an adjustment to state Capella’s contract liabilities at fair value based on the preliminary purchase price allocation.

 

7


 

(i)                                     To eliminate Capella’s historical equity balances and record the conversion of the historical shares of Capella common stock into combined company shares based on the share consolidation ratio. This includes the conversion of outstanding Capella stock awards assumed by SEI upon consummation of the merger.

 

(In thousands)

 

June 30,
2018

 

Eliminate historical Capella common stock, par $0.01

 

$

(117

)

Issuance of new combined company shares

 

103

 

Total common stock adjustment

 

$

(14

)

Eliminate historical Capella additional paid-in capital

 

$

(124,431

)

Issuance of new combined company shares

 

1,159,806

 

Incremental value of stock awards assigned to purchase price

 

25,170

 

Total additional paid-in capital adjustment

 

$

1,060,545

 

 

(j)                                    To eliminate Capella’s historical other comprehensive loss.

 

(k)                                 To eliminate Capella’s historical retained earnings and adjust for estimated transaction costs that are expected to be incurred in the future.

 

(In thousands)

 

June 30,
2018

 

Eliminate historical Capella retained earnings

 

$

(103,093

)

Adjustment for transaction costs

 

(26,805

)

Total retained earnings adjustment

 

$

(129,898

)

 

5. Pro Forma Adjustments to the Statement of Income for the Six Months Ended June 30, 2018

 

(a)                                 To eliminate non-recurring transaction costs included in SEI’s and Capella’s historical results, which are directly attributable to the merger.

 

(b)                                 To record the change in depreciation and amortization expense based on the estimated fair values assigned to identifiable definite-lived fixed and intangible assets in the preliminary purchase price allocation, amortized straight-line over each asset’s estimated useful life.

 

(In thousands)

 

Six Months
Ended
June 30,
2018

 

Eliminate historical intangible amortization expense

 

$

(240

)

Pro forma amortization expense

 

32,167

 

Amortization expense adjustment

 

$

31,927

 

 

(c)                                  To record the income tax expense impact of the pro forma adjustments at SEI’s estimated 2018 federal and state effective rate of 26.0%. SEI and Capella operate in multiple jurisdictions, and therefore the effective rate may not be reflective of the actual impact of the tax effects of the adjustments.

 

(d)                                 To record an adjustment to earnings per share for the conversion of Capella shares to combined company shares at a 0.875-to-one conversion ratio. Capella stock-based compensation expense adjusted to fair value as result of the merger was not materially different than what was historically reported in the Capella statement of income.

 

6. Pro Forma Adjustments to the Statement of Income for the Year Ended December 31, 2017

 

(a)                                 To eliminate non-recurring transaction costs included in SEI’s and Capella’s historical results, which are directly attributable to the merger.

 

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(b)                                 To record the change in depreciation and amortization expense based on the estimated fair values assigned to identifiable definite-lived fixed and intangible assets in the preliminary purchase price allocation, amortized straight-line over each asset’s estimated useful life.

 

(In thousands)

 

Year
Ended
December 31,
2017

 

Eliminate historical intangible amortization expense

 

$

(719

)

Pro forma amortization expense

 

64,333

 

Amortization expense adjustment

 

$

63,614

 

 

(c)                                  To record the income tax expense impact of the pro forma adjustments at SEI’s 2017 federal and state effective rate of 39.0%. SEI and Capella operate in multiple jurisdictions, and therefore the effective rate may not be reflective of the actual impact of the tax effects of the adjustments.

 

(d)                                 To record an adjustment to earnings per share for the conversion of Capella shares to combined company shares at a 0.875-to-one conversion ratio. Capella stock-based compensation expense adjusted to fair value as result of the merger was not materially different than what was historically reported in the Capella statement of income.

 

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