**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

 

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**FORM 10-Q/A**

**Amendment No. 1**

 

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**(Mark One)**

**x**      **QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934**

 

**For the quarterly period ended September 30, 2018**

 

**or**

 

** ̈**         **TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**

 

**For the transition period from              to            **

 

**Commission File Number: 001-34211**

 

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**GRAND CANYON EDUCATION, INC.**

(Exact name of registrant as specified in its charter)

 

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| **DELAWARE**                                                       |   | **20-3356009**                         |
|--------------------------------------------------------------------|--------|----------------------------------------|
| (State or other   jurisdiction of   Incorporation or organization) |   | (I.R.S. Employer   Identification No.) |

 

**2600 W. Camelback Road**

**Phoenix, Arizona 85017**

(Address, including zip code, of principal executive offices)

 

**(602) 247-4400**

(Registrant’s telephone number, including area code)

 

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    o

 

Indicate by check mark whether the registrant has submitted electronically on its corporate Web site, if any, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).   Yes     x    No     o

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

 
| Large accelerated filer |   | x      | Accelerated filer              | o      |
|-----------------------------------|--------|--------|-------------------------------------|--------|
|                              |   |   |                                |   |
| Non-accelerated   filer           |   | o      | Smaller reporting company | o      |
|                              |   |   |                                |   |
|                              |   |   | Emerging   growth company      | o      |

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.     o

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  o     No     x

 

The total number of shares of common stock outstanding as of November 5, 2018, was 48,133,425.

 

 

 

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**EXPLANATORY NOTE**

 

Grand Canyon Education, Inc. (the “Company”) is filing this Amendment No. 1 (this “Amendment”) to its Quarterly Report on Form 10-Q for the quarter ended September 30, 2018 (the “Form 10-Q”), which was filed with the Securities and Exchange Commission (the “SEC”) on November 8, 2018, in response to comments from the SEC regarding a confidential treatment request made by the Company with respect to Exhibit 10.8 to the Form 10-Q. The Company is refiling the agreement contained in Exhibit 10.8 and re-instating certain information previously redacted from such Exhibit. The Company has filed this Amendment in accordance with the requirements set forth in Item 601(b)(10)(iv) of Regulation S-K, which became effective after the filing of the Form 10-Q and prior to the filing of this Amendment.

 

Except as described above, no other changes have been made to the Form 10-Q. This Amendment does not reflect events occurring after the date of the Form 10-Q, nor does it modify or update any of the other information contained in the Form 10-Q in any way other than as required to reflect the amendment discussed above. Accordingly, this Amendment should be read in conjunction with the Form 10-Q and the Company’s other filings with the SEC.

 

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**Item 6.**                          **Exhibits**

 

(a) Exhibits

 

| **Number** | ** ** | **Description**                                                                                                                                                                                                      | ** ** | **Method of Filing**                                                                                                                                                            |
|------------|------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| ** ** | ** ** | ** **                                                                                                                                                                                                           | ** ** | ** **                                                                                                                                                                                |
| 2.1        |       | Asset   Purchase Agreement, dated July 1, 2018, by and between Grand Canyon   Education, Inc. and Grand Canyon University (formerly known as Gazelle   University)#                                        |       | Previously filed with the Quarterly Report on   Form 10 Q for the quarter ended September 30, 2018, filed with the   SEC on November 8, 2018.                              |
|       |       |                                                                                                                                                                                                                 |       |                                                                                                                                                                                      |
| 3.1        |       | Amended   and Restated Certificate of Incorporation.                                                                                                                                                                 |       | Incorporated by reference to Exhibit 3.1 to Amendment   No. 6 to the University’s Registration Statement on Form S-1 filed   with the SEC on November 12, 2008.  |
|       |       |                                                                                                                                                                                                                 |       |                                                                                                                                                                                      |
| 3.1.1      |       | Certificate   of Amendment of Amended and Restated Certificate of Incorporation.                                                                                                                                     |       | Incorporated by reference to Appendix A to the   University’s Proxy Statement for its 2016 Annual Meeting of Stockholders,   filed with the SEC on April 29, 2016.              |
|       |       |                                                                                                                                                                                                                 |       |                                                                                                                                                                                      |
| 3.2        |       | Third   Amended and Restated Bylaws.                                                                                                                                                                                 |       | Incorporated by reference to Exhibit 3.1 to the   University’s Current Report on Form 8-K filed with the SEC on   October 29, 2014.                                   |
|       |       |                                                                                                                                                                                                                 |       |                                                                                                                                                                                      |
| 4.1        |       | Specimen   of Stock Certificate.                                                                                                                                                                                     |       | Incorporated by reference to Exhibit 4.1 to   Amendment No. 2 to the University’s Registration Statement on Form S-1   filed with the SEC on September 29, 2008. |
|       |       |                                                                                                                                                                                                                 |       |                                                                                                                                                                                      |
| 10.1       |       | Second   Amended and Restated Executive Employment Agreement, dated July 1, 2018,   by and between Grand Canyon Education, Inc. and Brian E. Mueller†                                                 |       | Previously filed with the Quarterly Report on   Form 10 Q for the quarter ended September 30, 2018, filed with the   SEC on November 8, 2018.                              |
|       |       |                                                                                                                                                                                                                 |       |                                                                                                                                                                                      |
| 10.2       |       | Second   Amended and Restated Executive Employment Agreement, dated July 1, 2018,   by and between Grand Canyon Education, Inc. and W. Stan Meyer†                                                    |       | Previously filed with the Quarterly Report on   Form 10 Q for the quarter ended September 30, 2018, filed with the   SEC on November 8, 2018.                              |
|       |       |                                                                                                                                                                                                                 |       |                                                                                                                                                                                      |
| 10.3       |       | Second   Amended and Restated Executive Employment Agreement, dated July 1, 2018,   by and between Grand Canyon Education, Inc. and Daniel E. Bachus†                                                 |       | Previously filed with the Quarterly Report on   Form 10 Q for the quarter ended September 30, 2018, filed with the   SEC on November 8, 2018.                              |
|       |       |                                                                                                                                                                                                                 |       |                                                                                                                                                                                      |
| 10.4       |       | Second   Amended and Restated Executive Employment Agreement, dated July 1, 2018,   by and between Grand Canyon Education, Inc. and Joseph N. Mildenhall†                                             |       | Previously filed with the Quarterly Report on   Form 10 Q for the quarter ended September 30, 2018, filed with the   SEC on November 8, 2018.                              |
|       |       |                                                                                                                                                                                                                 |       |                                                                                                                                                                                      |
| 10.5       |       | First   Amended and Restated Executive Employment Agreement, dated July 1, 2018,   by and between Grand Canyon Education, Inc. and Dilek Marsh†                                                       |       | Previously filed with the Quarterly Report on   Form 10 Q for the quarter ended September 30, 2018, filed with the   SEC on November 8, 2018.                              |
|       |       |                                                                                                                                                                                                                 |       |                                                                                                                                                                                      |
| 10.6       |       | Second   Amendment dated July 1, 2018, to Credit Agreement, dated   December 21, 2012, by and among Grand Canyon Education, Inc., Bank   of America, N.A., and the other parties named therein.† |       | Previously filed with the Quarterly Report on   Form 10 Q for the quarter ended September 30, 2018, filed with the   SEC on November 8, 2018.                              |

 

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| 10.7    |   | Credit   Agreement, dated July 1, 2018, by and between Grand Canyon   Education, Inc. and Grand Canyon University (formerly known as Gazelle   University)              |   | Previously filed with the Quarterly Report on   Form 10 Q for the quarter ended September 30, 2018, filed with the   SEC on November 8, 2018. |
|---------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------|
|    |   |                                                                                                                                                                              |   |                                                                                                                                                         |
| 10.8    |   | Master Services Agreement, dated July 1, 2018, by   and between Grand Canyon Education, Inc. and Grand Canyon University   (formerly known as Gazelle University)##     |   | Filed Herewith.                                                                                                                                              |
|    |   |                                                                                                                                                                              |   |                                                                                                                                                         |
| 31.1    |   | Certification of Principal Executive Officer pursuant   to Rules 13a-14(a) and 15d-14(a), as adopted pursuant to   Section 302 of the Sarbanes-Oxley Act of 2002.  |   | Filed Herewith.                                                                                                                                              |
|    |   |                                                                                                                                                                              |   |                                                                                                                                                         |
| 31.2    |   | Certification of Principal Financial Officer pursuant   to Rules 13a-14(a) and 15d-14(a), as adopted pursuant to   Section 302 of the Sarbanes-Oxley Act of 2002.  |   | Filed Herewith.                                                                                                                                              |
|    |   |                                                                                                                                                                              |   |                                                                                                                                                         |
| 32.1    |   | Certification   of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as   adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. †† |   | Previously filed with the Quarterly Report on   Form 10 Q for the quarter ended September 30, 2018, filed with the   SEC on November 8, 2018. |
|    |   |                                                                                                                                                                              |   |                                                                                                                                                         |
| 32.2    |   | Certification   of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as   adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. †† |   | Previously filed with the Quarterly Report on   Form 10 Q for the quarter ended September 30, 2018, filed with the   SEC on November 8, 2018. |
|    |   |                                                                                                                                                                              |   |                                                                                                                                                         |
| 101.INS |   | XBRL Instance Document                                                                                                                                                            |   | Previously filed with the Quarterly Report on   Form 10 Q for the quarter ended September 30, 2018, filed with the   SEC on November 8, 2018. |
|    |   |                                                                                                                                                                              |   |                                                                                                                                                         |
| 101.SCH |   | XBRL Taxonomy Extension Schema                                                                                                                                                    |   | Previously filed with the Quarterly Report on   Form 10 Q for the quarter ended September 30, 2018, filed with the   SEC on November 8, 2018. |
|    |   |                                                                                                                                                                              |   |                                                                                                                                                         |
| 101.CAL |   | XBRL Taxonomy Extension Calculation Linkbase                                                                                                                                      |   | Previously filed with the Quarterly Report on   Form 10 Q for the quarter ended September 30, 2018, filed with the   SEC on November 8, 2018. |
|    |   |                                                                                                                                                                              |   |                                                                                                                                                         |
| 101.DEF |   | XBRL Taxonomy Extension Definition Linkbase                                                                                                                                       |   | Previously filed with the Quarterly Report on   Form 10 Q for the quarter ended September 30, 2018, filed with the SEC   on November 8, 2018. |
|    |   |                                                                                                                                                                              |   |                                                                                                                                                         |
| 101.LAB |   | XBRL Taxonomy Extension Label Linkbase                                                                                                                                            |   | Previously filed with the Quarterly Report on   Form 10 Q for the quarter ended September 30, 2018, filed with the   SEC on November 8, 2018. |
|    |   |                                                                                                                                                                              |   |                                                                                                                                                         |
| 101.PRE |   | XBRL Taxonomy Extension Presentation Linkbase                                                                                                                                     |   | Previously filed with the Quarterly Report on   Form 10 Q for the quarter ended September 30, 2018, filed with the   SEC on November 8, 2018. |

 

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†                        Indicates a management contract or any compensatory plan, contract or arrangement.

#                        Schedules and similar attachments have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company will furnish supplementally a copy of any omitted schedule or similar attachment to the Securities and Exchange Commission upon request.

##                 Certain portions of this document have been redacted pursuant to Regulation S-K, Item 601(b)(10)(iv).

††                 This certification is being furnished solely to accompany this report pursuant to 18 U.S.C. Section 1350, and is not being filed for purposes of Section 18 of the Exchange Act, and is not to be incorporated by reference into any filings of the University, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

 

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**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, thereunto duly authorized.

 
|                        | **GRAND CANYON   EDUCATION, INC.** |
|-----------------------------|-----------------------------------------|
|                        |                                    |   |
| Date:   April 23, 2019 |                                    | By: | /s/ Daniel E.   Bachus |
|                        |                                    | Daniel E. Bachus |
|                        |                                    | Chief Financial   Officer |
|                        |                                    | (Principal   Financial Officer and Principal Accounting Officer |

 

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