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8-K
APOLLO EDUCATION GROUP INC filed this Form 8-K on 04/06/2016
Entire Document
 
8-K


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
 
Date of Report (Date of Earliest Event Reported): April 6, 2016
Apollo Education Group, Inc.
(Exact name of registrant as specified in its charter)
 
 
 
 
 
Arizona
 
0-25232
 
86-0419443
(State or other jurisdiction of incorporation)
 
(Commission File Number)
 
(I.R.S. Employer Identification No.)
 
 
  
 
 
 
 
4025 S. Riverpoint Parkway, Phoenix, Arizona
 
 
 
85040
(Address of principal executive offices)
 
 
 
(Zip Code)
 
 
 
Registrant’s telephone number, including area code: (480) 966-5394
 
 
 
 
 
 
 
 
 
 
(Former name or former address, if changed since last report)
 
 
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))






Section 2 - Financial Information
Item 2.02 Results of Operations and Financial Condition.
On April 6, 2016, Apollo Education Group, Inc. issued a press release announcing its financial results for the three and six months ended February 29, 2016. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.
The information in Item 2.02 of this Form 8-K and Exhibit 99.1 furnished herewith shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.
Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The following exhibit is furnished herewith:
Exhibit Number
 
Exhibit Description
 
99.1
 
Text of press release of Apollo Education Group, Inc. dated April 6, 2016.
 






SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
 
 
 
 
APOLLO EDUCATION GROUP, INC.
  
 
 
 
 
April 6, 2016
 
By:
 
 /s/ Gregory J. Iverson
 
 
 
 
Gregory J. Iverson
Senior Vice President, Chief Financial Officer, Chief Accounting Officer and Treasurer







Exhibit Index
 
 
 
 
Exhibit Number
 
Exhibit Description
 
99.1
 
Text of press release of Apollo Education Group, Inc. dated April 6, 2016.
 


Exhibit


 
Apollo Education Group, Inc.
News Release

Apollo Education Group, Inc. Reports Second Quarter Fiscal Year 2016 Results
Phoenix, April 6, 2016 - Apollo Education Group, Inc. (NASDAQ: APOL) (“Apollo” or the “Company”) today reported financial results for the three and six months ended February 29, 2016, with second quarter revenue of $465.3 million and a $0.56 diluted loss per share from continuing operations, or a $0.31 loss per share excluding special items.
“While we are facing significant industry and regulatory headwinds that have resulted in declining enrollment at University of Phoenix, we remain focused and committed to a transformational plan that will help the university improve student outcomes and compete more effectively over a long-term period,” said Greg Cappelli, Chief Executive Officer of Apollo Education Group. “We continue to expand internationally through Apollo Global, which again generated double-digit revenue growth on a constant currency basis. We also continue to improve operating efficiency throughout the entire organization.”
Second Quarter 2016 Results of Operations
Apollo Education Group reported net revenue for the second quarter 2016 of $465.3 million compared to $575.1 million for the second quarter 2015. Second quarter 2016 University of Phoenix New Degreed Enrollment was 17,200 and Degreed Enrollment was 162,400, compared to New Degreed Enrollment of 28,300 and Degreed Enrollment of 213,800 for the prior year second quarter. Operating loss for the second quarter 2016 was $80.8 million, compared to operating loss of $37.5 million for the second quarter 2015. Loss from continuing operations attributable to Apollo Education Group for the second quarter 2016 was $60.4 million, or $0.56 per share, compared to loss of $23.2 million, or $0.21 per share, for the prior year second quarter.
Excluding special items, loss from continuing operations attributable to Apollo Education Group for the second quarter 2016 was $33.2 million, or $0.31 per share, compared to $7.9 million, or $0.07 per share, for the second quarter 2015. Adjusted EBITDA was negative $12.9 million for the second quarter 2016 compared to $17.9 million for the second quarter 2015. (Special items and Adjusted EBITDA for the respective periods are included in the reconciliation of GAAP to non-GAAP financial information tables of this press release.)
First Six Months of 2016 Results of Operations
Net revenue for the first six months of fiscal year 2016 totaled $1.1 billion, compared to $1.3 billion in the first six months of fiscal year 2015. In the first six months of 2016, University of Phoenix Average Degreed Enrollment was 176,700, compared to 224,900 for the prior year period. Operating loss for the first six months of 2016 was $126.1 million compared to operating income of $26.7 million in the prior year period. Loss from continuing operations attributable to Apollo Education Group for the first six months of 2016 was $117.9 million, or $1.09 per share, compared to income of $12.9 million, or $0.12 per share, for the first six months of 2015.
Excluding special items, loss from continuing operations attributable to Apollo Education Group for the first six months of fiscal year 2016 was $0.1 million, or $0.00 per share, compared to income of $42.0 million, or $0.38 per share, for the first six months of 2015. Adjusted EBITDA was $70.2 million for the first six months of 2016 compared to $136.3 million for the first six months of 2015. (Special items and




Adjusted EBITDA for the respective periods are included in the reconciliation of GAAP to non-GAAP financial information tables of this press release.)
Balance Sheet and Cash Flow
As of February 29, 2016, the Company’s unrestricted cash and cash equivalents and marketable securities (including current and noncurrent) totaled $675.1 million, compared to $794.2 million as of August 31, 2015. The decrease was primarily attributable to $101.2 million paid to acquire Career Partner GmbH and capital expenditures.
Total debt outstanding (including short-term borrowings and the current portion of long-term debt) was $62.0 million as of February 29, 2016.
Business Outlook
The Company continues to experience headwinds causing further reductions to the operating outlook for the year. Domestically, the primary factors include lower New Degreed Enrollment and fewer than expected continuing students at the University of Phoenix. This is in part attributable to the implementation of components of the university’s transformation plan, including the reduction in the frequency of course start dates, which has impacted the timing of student breaks and reenrollment. In addition, we have reduced the number of associate programs, realigned the campus strategy, focused on a new approach to admissions diagnostics, and discontinued the use of any third-party marketing affiliates. Internationally, the strengthening of the U.S. dollar relative to other currencies is negatively impacting reported revenue. While efforts to reduce expenses remain on track, the latest projections for Revenue, Operating Income and Degreed Enrollment are below the outlook provided on the first quarter earnings call. Due to the pending merger transaction and the challenges in accurately forecasting operating results during the implementation of the transformational plan for the University of Phoenix, the Company is withdrawing the prior guidance issued on the first quarter earnings call on January 11, 2016, and is not providing an updated financial outlook at this time.
Conference Call Information
In light of the pending merger announced February 8, 2016, the Company will not be hosting an investor conference call following the issuance of its fiscal year 2016 second quarter earnings press release.
About Apollo Education Group, Inc.
Apollo Education Group, Inc. is one of the world’s largest private education providers, serving students since 1973. Through its subsidiaries, Apollo Education Group offers undergraduate, graduate, certificate and nondegree educational programs and services, online and on-campus, principally to working learners in the U.S. and abroad. For more information about Apollo Education Group, Inc. and its subsidiaries, call (800) 990-APOL or visit the Company’s website at www.apollo.edu.




Apollo Education Group, Inc. and Subsidiaries
Condensed Consolidated Statements of Operations
(Unaudited)
 
Three Months Ended
 
Six Months Ended
(In thousands, except per share data)
February 29, 2016
 
February 28, 2015
 
February 29, 2016
 
February 28, 2015
Net revenue
$
465,348

 
$
575,103

 
$
1,051,369

 
$
1,289,628

Costs and expenses:
 
 
 
 
 
 
 
Instructional and student advisory
270,640

 
290,933

 
561,967

 
612,507

Marketing
97,796

 
125,398

 
191,598

 
252,281

Admissions advisory
30,120

 
57,840

 
64,308

 
114,925

General and administrative
65,789

 
69,955

 
133,234

 
141,778

Depreciation and amortization
26,754

 
32,105

 
54,148

 
65,736

Provision for uncollectible accounts receivable
12,783

 
11,969

 
28,096

 
29,367

Restructuring and impairment charges
29,389

 
22,530

 
127,212

 
41,278

Merger, acquisition and other related costs
12,893

 
1,742

 
16,871

 
4,961

Litigation charge

 
100

 

 
100

Total costs and expenses
546,164

 
612,572

 
1,177,434

 
1,262,933

Operating (loss) income
(80,816
)
 
(37,469
)
 
(126,065
)
 
26,695

Interest income
923

 
740

 
1,842

 
1,329

Interest expense
(1,972
)
 
(1,739
)
 
(3,428
)
 
(3,401
)
Other loss, net
(1,113
)
 
(1,152
)
 
(1,956
)
 
(2,442
)
(Loss) income from continuing operations before income taxes
(82,978
)
 
(39,620
)
 
(129,607
)
 
22,181

Benefit from (provision for) income taxes
19,842

 
13,924

 
7,603

 
(13,130
)
(Loss) income from continuing operations
(63,136
)
 
(25,696
)
 
(122,004
)
 
9,051

Loss from discontinued operations, net of tax

 
(10,442
)
 
(3,259
)
 
(12,720
)
Net loss
(63,136
)
 
(36,138
)
 
(125,263
)
 
(3,669
)
Net loss attributable to noncontrolling interests
2,740

 
2,528

 
4,102

 
3,844

Net (loss) income attributable to Apollo
$
(60,396
)
 
$
(33,610
)
 
$
(121,161
)
 
$
175

Earnings (loss) per share - Basic:
 
 
 
 
 
 
 
Continuing operations attributable to Apollo
$
(0.56
)
 
$
(0.21
)
 
$
(1.09
)
 
$
0.12

Discontinued operations attributable to Apollo

 
(0.10
)
 
(0.03
)
 
(0.12
)
Basic loss per share attributable to Apollo
$
(0.56
)
 
$
(0.31
)
 
$
(1.12
)
 
$

Earnings (loss) per share - Diluted:
 
 
 
 
 
 
 
Continuing operations attributable to Apollo
$
(0.56
)
 
$
(0.21
)
 
$
(1.09
)
 
$
0.12

Discontinued operations attributable to Apollo

 
(0.10
)
 
(0.03
)
 
(0.12
)
Diluted loss per share attributable to Apollo
$
(0.56
)
 
$
(0.31
)
 
$
(1.12
)
 
$

Basic weighted average shares outstanding
108,595

 
108,166

 
108,521

 
108,375

Diluted weighted average shares outstanding
108,595

 
108,166

 
108,521

 
109,337





Apollo Education Group, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
(Unaudited)
 
As of
($ in thousands)
February 29,
2016
 
August 31,
2015
ASSETS
Current assets:
 
 
 
Cash and cash equivalents
$
408,814

 
$
503,705

Restricted cash and cash equivalents
170,712

 
198,369

Marketable securities
215,038

 
194,676

Accounts receivable, net
238,626

 
198,459

Prepaid taxes
35,153

 
38,371

Other current assets
48,546

 
48,823

Assets of business held for sale

 
40,897

Total current assets
1,116,889

 
1,223,300

Marketable securities
51,267

 
95,815

Property and equipment, net
346,498

 
370,281

Goodwill
266,836

 
247,190

Intangible assets, net
198,127

 
143,244

Deferred taxes
99,616

 
92,105

Other assets
31,088

 
29,129

Total assets
$
2,110,321

 
$
2,201,064

LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND SHAREHOLDERS’ EQUITY
Current liabilities:
 
 
 
Short-term borrowings and current portion of long-term debt
$
20,961

 
$
14,080

Accounts payable
70,758

 
64,100

Student deposits
201,470

 
245,470

Deferred revenue
258,982

 
186,950

Accrued and other current liabilities
278,662

 
280,847

Liabilities of business held for sale

 
40,897

Total current liabilities
830,833

 
832,344

Long-term debt
41,075

 
31,566

Deferred taxes
16,745

 
7,729

Other long-term liabilities
186,796

 
172,452

Total liabilities
1,075,449

 
1,044,091

Commitments and contingencies
 
 
 
Redeemable noncontrolling interests
9,835

 
11,915

Shareholders’ equity:
 
 
 
Preferred stock, no par value

 

Apollo Class A nonvoting common stock, no par value
103

 
103

Apollo Class B voting common stock, no par value
1

 
1

Additional paid-in capital

 

Apollo Class A treasury stock, at cost
(3,916,516
)
 
(3,928,419
)
Retained earnings
5,031,861

 
5,153,452

Accumulated other comprehensive loss
(90,870
)
 
(80,579
)
Total Apollo shareholders’ equity
1,024,579

 
1,144,558

Noncontrolling interests
458

 
500

Total equity
1,025,037

 
1,145,058

Total liabilities, redeemable noncontrolling interests and shareholders’ equity
$
2,110,321

 
$
2,201,064







Apollo Education Group, Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows
(Unaudited)
 
Six Months Ended
($ in thousands)
February 29, 2016
 
February 28, 2015
Operating activities:
 
 
 
Net loss
$
(125,263
)
 
$
(3,669
)
Adjustments to reconcile net loss to net cash provided by operating activities:
 
 
 
Share-based compensation
18,586

 
21,914

Excess tax benefits from share-based compensation

 
(236
)
Depreciation and amortization
54,148

 
71,223

Accelerated depreciation included in restructuring
9,463

 
4,272

Impairment charges and loss on asset dispositions
76,138

 
21,228

Non-cash foreign currency loss, net
938

 
1,362

Provision for uncollectible accounts receivable
28,096

 
29,367

Deferred income taxes
(11,489
)
 
(10,434
)
Changes in assets and liabilities, excluding the impact of acquisitions:
 
 
 

Restricted cash and cash equivalents
27,687

 
(1,002
)
Accounts receivable
(74,080
)
 
(51,199
)
Prepaid taxes
2,276

 
(21,440
)
Other assets
1,101

 
(3,771
)
Accounts payable
5,893

 
7,870

Student deposits
(43,396
)
 
(15,873
)
Deferred revenue
48,604

 
47,821

Accrued and other liabilities
4,381

 
(42,320
)
Net cash provided by operating activities
23,083

 
55,113

Investing activities:
 
 
 
Purchases of property and equipment
(33,703
)
 
(43,310
)
Purchases of marketable securities
(147,644
)
 
(109,544
)
Maturities and sales of marketable securities
168,941

 
113,651

Acquisitions, net of cash acquired
(101,196
)
 
(21,166
)
Other investing activities
(219
)
 
467

Net cash used in investing activities
(113,821
)
 
(59,902
)
Financing activities:
 
 
 
Payments on borrowings
(58,153
)
 
(599,925
)
Proceeds from borrowings
52,754

 
4,515

Share repurchases
(626
)
 
(38,718
)
Share reissuances
638

 
995

Excess tax benefits from share-based compensation

 
236

Payment for contingent consideration

 
(21,371
)
Net cash used in financing activities
(5,387
)
 
(654,268
)
Exchange rate effect on cash and cash equivalents
1,234

 
(3,678
)
Net decrease in cash and cash equivalents
(94,891
)
 
(662,735
)
Cash and cash equivalents, beginning of period
503,705

 
1,228,813

Cash and cash equivalents, end of period
$
408,814

 
$
566,078

Supplemental disclosure of cash flow and non-cash information:
 

 
 

Cash paid for income taxes, net of refunds
$

 
$
37,346

Cash paid for interest
3,481

 
3,514

Restricted stock units vested and released
1,777

 
6,255

Unsettled share repurchases

 
1,600







Apollo Education Group, Inc. and Subsidiaries
Segment Data and University of Phoenix Operating Metrics
(Unaudited)
 
Three Months Ended
 
Six Months Ended
($ in thousands)
February 29, 2016
 
February 28, 2015
 
February 29, 2016
 
February 28, 2015
Net revenue:
 
 
 
 
 
 
 
University of Phoenix:
 
 
 
 
 
 
 
Degree seeking gross revenues(1)
$
414,298

 
$
542,139

 
$
937,888

 
$
1,199,305

Less: Discounts and other
(57,263
)
 
(64,159
)
 
(127,731
)
 
(139,953
)
Degree seeking net revenues(1)
357,035

 
477,980

 
810,157

 
1,059,352

Other revenues
7,921

 
9,789

 
17,416

 
21,270

Total University of Phoenix
364,956

 
487,769

 
827,573

 
1,080,622

Apollo Global
93,796

 
81,100

 
209,128

 
196,240

Other
6,596

 
6,234

 
14,668

 
12,766

Net revenue
$
465,348

 
$
575,103

 
$
1,051,369

 
$
1,289,628

Operating (loss) income:
 
 
 
 
 
 
 
University of Phoenix
$
(9,078
)
 
$
16,767

 
$
(26,582
)
 
$
113,381

Apollo Global
(26,883
)
 
(27,541
)
 
(29,218
)
 
(32,383
)
Other
(44,855
)
 
(26,695
)
 
(70,265
)
 
(54,303
)
Operating (loss) income
$
(80,816
)
 
$
(37,469
)
 
$
(126,065
)
 
$
26,695

(1) Represents revenue from tuition and other fees for students enrolled in University of Phoenix degree programs or certificate programs of at least 18 credits in length with some course applicability into a related degree program.
University of Phoenix Enrollment Data:
(Rounded to the nearest hundred, except per degreed enrollment)
Three Months Ended
 
 
 
Six Months Ended
February 29, 2016
 
February 28, 2015
 
% Change
 
 
 
February 29, 2016
 
February 28, 2015
 
% Change
Degreed Enrollment(1)
162,400

 
213,800

 
(24.0
)%
 
 
Average Degreed Enrollment(3)
176,700

 
224,900

 
(21.4
)%
New Degreed Enrollment(2)
17,200

 
28,300

 
(39.2
)%
 
 
Aggregate New Degreed Enrollment
41,700

 
67,900

 
(38.6
)%
Degree seeking net revenues per degreed enrollment
$
2,198

 
$
2,236

 
 
 
 
 
 
 
 
 
 
(1) Represents students enrolled in a degree program who attended a credit bearing course during the quarter and had not graduated as of the end of the quarter; students who previously graduated from one degree program and started a new degree program in the quarter (e.g., a graduate of an associate’s degree program returns for a bachelor’s degree); and students participating in certain certificate programs of at least 18 credits with some course applicability into a related degree program.
(2) Represents new students and students who have been out of attendance for more than 12 months who enroll in a degree program and start a credit bearing course in the quarter; students who have previously graduated from a degree program and start a new degree program in the quarter; and students who commence participation in certain certificate programs of at least 18 credits with some course applicability into a related degree program.
(3) Represents the average of quarterly Degreed Enrollment from the beginning to the end of the respective periods.








Apollo Education Group, Inc. and Subsidiaries
Reconciliation of GAAP Financial Information to Non-GAAP Financial Information
(Unaudited)
 
Three Months Ended
 
Six Months Ended
(In thousands, except per share data)
February 29, 2016
 
February 28, 2015
 
February 29, 2016
 
February 28, 2015
Net (loss) income attributable to Apollo, as reported
$
(60,396
)
 
$
(33,610
)
 
$
(121,161
)
 
$
175

Less: Loss from discontinued operations, net of tax

 
(10,442
)
 
(3,259
)
 
(12,720
)
(Loss) income from continuing operations attributable to Apollo
(60,396
)
 
(23,168
)
 
(117,902
)
 
12,895

Special items:
 
 
 
 
 
 
 
Restructuring and impairment charges(1)
29,389

 
22,530

 
127,212

 
41,278

Merger, acquisition and other related costs
12,893

 
1,742

 
16,871

 
4,961

Litigation charges

 
100

 

 
100

Special items before income taxes
42,282

 
24,372

 
144,083

 
46,339

Less: income tax effects of special items
(15,133
)
 
(9,091
)
 
(26,290
)
 
(17,215
)
Special items, net of income taxes
27,149

 
15,281

 
117,793

 
29,124

(Loss) income from continuing operations attributable to Apollo, excluding special items
$
(33,247
)
 
$
(7,887
)
 
$
(109
)
 
$
42,019

Diluted (loss) income per share from continuing operations attributable to Apollo, as reported
$
(0.56
)
 
$
(0.21
)
 
$
(1.09
)
 
$
0.12

Diluted (loss) income per share from continuing operations attributable to Apollo, excluding special items
$
(0.31
)
 
$
(0.07
)
 
$

 
$
0.38

Diluted weighted average shares outstanding
108,595

 
108,166

 
108,521

 
109,337

(1) During the first quarter of fiscal year 2016, we recorded $73.4 million of goodwill impairment charges.

Reconciliation of Adjusted EBITDA to Net Loss
 
Three Months Ended
 
Six Months Ended
($ in thousands)
February 29, 2016
 
February 28, 2015
 
February 29, 2016
 
February 28, 2015
Adjusted EBITDA:
 
 
 
 
 
 
 
University of Phoenix
$
19,560

 
$
56,728

 
$
112,019

 
$
186,342

Apollo Global
(15,643
)
 
(17,932
)
 
(9,153
)
 
(11,710
)
Other
(16,810
)
 
(20,940
)
 
(32,656
)
 
(38,304
)
Adjusted EBITDA
(12,893
)
 
17,856

 
70,210

 
136,328

Less: Special items before income taxes (see above table)
42,282

 
24,372

 
144,083

 
46,339

Less: Depreciation and amortization
26,754

 
32,105

 
54,148

 
65,736

Less: Interest expense, net of interest income
1,049

 
999

 
1,586

 
2,072

Less: (Benefit from) provision for income taxes
(19,842
)
 
(13,924
)
 
(7,603
)
 
13,130

Plus: Loss from discontinued operations, net of tax

 
(10,442
)
 
(3,259
)
 
(12,720
)
Net loss, as reported
$
(63,136
)
 
$
(36,138
)
 
$
(125,263
)
 
$
(3,669
)





Use of Non-GAAP Financial Information
The Company’s non-GAAP financial measures are intended to supplement, but not substitute for, the most directly comparable GAAP measures. Management uses, and chooses to disclose to investors, these non-GAAP financial measures because: (i) such measures provide an additional analytical tool to clarify the Company’s results from operations and help to identify underlying trends in its results of operations; (ii) as to the non-GAAP earnings measures, such measures help compare the Company’s performance on a consistent basis across time periods; and (iii) these non-GAAP measures are employed by the Company’s management in its own evaluation of performance and are utilized in financial and operational decision-making processes, such as budgeting and forecasting. Exclusion of items in the non-GAAP presentation should not be construed as an inference that these items are unusual, infrequent or non-recurring. Other companies, including other companies in the education industry, may calculate non-GAAP financial measures differently, limiting their usefulness as a comparative measure across companies.
“Adjusted EBITDA” is earnings from continuing operations before interest expense and interest income, income taxes, depreciation and amortization, and special items. It is intended to provide an indicator of our operating performance across time periods.
Forward-Looking Statements Safe Harbor
Statements about Apollo Education Group and its business in this release which are not statements of historical fact, including statements regarding Apollo Education Group’s future strategy and plans and commentary regarding future results of operations and prospects, are forward-looking statements and are subject to the Safe Harbor provisions created by the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on current information and expectations and involve a number of risks and uncertainties. Actual plans implemented and actual results achieved may differ materially from those set forth in or implied by such statements due to various factors, including, without limitation: (i) the timing of the completion of the previously announced pending merger transaction with AP VIII Queso Holdings, L.P., an affiliate of Apollo Management VIII, L.P., which is a fund managed by an affiliate of Apollo Global Management, LLC, an entity unrelated to Apollo Education Group; (ii) the failure of the merger counterparty to obtain the necessary equity financing to complete the merger and the related transactions; (iii) the inability to complete the merger due to the failure to obtain shareholder approval or the failure to satisfy other conditions to completion of the merger, including receipt of required regulatory approvals; (iv) the risk that regulatory agencies impose restrictions, limitations, costs, divestitures or other conditions in connection with providing regulatory approval of the merger; (v) the outcome of pending or potential litigation or governmental investigations; (vi) disruptions resulting from the proposed merger making it more difficult for Apollo Education Group to maintain relationships with its students, customers, employees, suppliers and strategic partners; (vii) competitive responses to the proposed merger; (viii) unexpected costs, liabilities, charges or expenses resulting from the merger; (ix) the inability to obtain, renew or modify permits in a timely manner, or comply with government regulations; (x) the inability to retain key personnel of Apollo Education Group or its subsidiaries; (xi) the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement, including a termination of the merger agreement under circumstances that could require Apollo Education Group to pay a termination fee; (xii) unexpected expenses or other challenges in integrating acquired businesses, student, consumer or regulatory impact arising from consummation of such acquisitions, and unexpected changes or developments in the acquired businesses; (xiii) diversion of management’s attention from ongoing business concerns; (xiv) limitations placed on Apollo Education Group’s ability to operate its business by the merger agreement; (xv) the impact of increased competition from traditional public universities and proprietary educational institutions; (xvi) the impact of the initiatives to transform University of Phoenix into a more-focused, higher-retaining and less-complex institution, including the near-term impact on enrollment; (xvii) the impact of Apollo Education Group’s ongoing restructuring and cost-reduction initiatives; (xviii) impacts from actions taken by our regulators that could affect University of Phoenix’s eligibility to




participate in or the manner in which it participates in U.S. Federal and state student financial aid programs, including the recent requirement that all substantial changes be approved by the U.S. Department of Education in advance; (xix) further delay in University of Phoenix’s pending recertification by the U.S. Department of Education for participation in Title IV student financial aid programs, or any limitations or qualifications imposed in connection with any recertification; (xx) the impact of any reduction in financial aid available to students, including active and retired military personnel, due to the U.S. government deficit reduction proposals, debt ceiling limitations, budget sequestration or otherwise; (xxi) changes in regulation of the U.S. education industry and eligibility of proprietary schools to participate in U.S. Federal student financial aid programs; (xxii) changes in University of Phoenix’s enrollment or student mix; (xxiii) the impact on student enrollments of the announcement of the proposed merger and general economic conditions; (xxiv) the impact of third party claims that Apollo Education Group’s products and services infringe their intellectual property rights; and (xxv) fluctuations in non-U.S. currencies that could impact reported operating results of foreign subsidiaries. For a discussion of the various factors that may cause actual plans implemented and actual results achieved to differ materially from those set forth in the forward-looking statements, please refer to the risk factors and other disclosures contained in Apollo Education Group’s Form 10-K for fiscal year 2015, filed with the Securities and Exchange Commission (the “SEC”) on October 22, 2015, Form 10-Q for the quarterly period ended February 29, 2016, filed with the SEC on April 6, 2016, and other filings with the SEC which are available at www.apollo.edu. The cautionary statements referred to above also should be considered in connection with any subsequent written or oral forward-looking statements that may be issued by Apollo Education Group or persons acting on Apollo Education Group’s behalf. Apollo Education Group undertakes no obligation to publicly update or revise any forward-looking statements for any facts, events, or circumstances after the date hereof that may bear upon forward-looking statements. Furthermore, Apollo Education Group cannot guarantee future results, events, levels of activity, performance, or achievements.
Investor Relations Contact:
Beth Coronelli, (312) 660-2059
beth.coronelli@apollo.edu
Media Contact:
Media Relations Hotline, (602) 254-0086
media@apollo.edu