(Mark One)
|
|
x
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Delaware
(State or other jurisdiction of
incorporation or organization)
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59-3551629
(I.R.S. Employer
Identification No.)
|
Large accelerated filer
o
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Accelerated filer
x
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Non-accelerated filer
o
(Do not check if a
smaller reporting company)
|
Smaller reporting company
o
|
|
|
|
|
||
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||
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||
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||
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As of
March 31, 2013 |
|
As of
December 31, 2012 |
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
316,627
|
|
|
$
|
255,965
|
|
Investments
|
111,838
|
|
|
136,967
|
|
||
Accounts receivable, net
|
69,352
|
|
|
67,927
|
|
||
Deferred income taxes
|
10,970
|
|
|
10,936
|
|
||
Prepaid expenses and other current assets
|
21,445
|
|
|
19,810
|
|
||
Total current assets
|
530,232
|
|
|
491,605
|
|
||
Property and equipment, net
|
94,930
|
|
|
95,966
|
|
||
Investments
|
96,475
|
|
|
121,738
|
|
||
Student loans receivable, net
|
14,524
|
|
|
15,143
|
|
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Goodwill and intangibles, net
|
11,471
|
|
|
10,739
|
|
||
Deferred income taxes
|
13,262
|
|
|
13,266
|
|
||
Other long-term assets
|
2,206
|
|
|
2,330
|
|
||
Total assets
|
$
|
763,100
|
|
|
$
|
750,787
|
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LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
6,901
|
|
|
$
|
4,588
|
|
Accrued liabilities
|
56,707
|
|
|
44,640
|
|
||
Deferred revenue and student deposits
|
140,969
|
|
|
175,057
|
|
||
Total current liabilities
|
204,577
|
|
|
224,285
|
|
||
Rent liability
|
25,798
|
|
|
25,173
|
|
||
Other long-term liabilities
|
10,610
|
|
|
9,759
|
|
||
Total liabilities
|
240,985
|
|
|
259,217
|
|
||
Commitments and contingencies (see Note 12)
|
|
|
|
||||
Stockholders' equity:
|
|
|
|
||||
Preferred stock, $0.01 par value:
|
|
|
|
||||
20,000 shares authorized; zero shares issued and outstanding at both March 31, 2013, and December 31, 2012
|
—
|
|
|
—
|
|
||
Common stock, $0.01 par value:
|
|
|
|
||||
300,000 shares authorized; 61,416 issued and 54,109 outstanding at March 31, 2013; 61,406 issued and 54,099 outstanding at December 31, 2012
|
614
|
|
|
614
|
|
||
Additional paid-in capital
|
155,336
|
|
|
151,709
|
|
||
Retained earnings
|
501,565
|
|
|
474,598
|
|
||
Accumulated other comprehensive income
|
173
|
|
|
222
|
|
||
Treasury stock, 7,307 shares at cost at both March 31, 2013, and December 31, 2012
|
(135,573
|
)
|
|
(135,573
|
)
|
||
Total stockholders' equity
|
522,115
|
|
|
491,570
|
|
||
Total liabilities and stockholders' equity
|
$
|
763,100
|
|
|
$
|
750,787
|
|
|
Three Months Ended March 31,
|
||||||
|
2013
|
|
2012
|
||||
Revenue
|
$
|
221,984
|
|
|
$
|
250,437
|
|
Costs and expenses:
|
|
|
|
||||
Instructional costs and services
|
101,646
|
|
|
84,224
|
|
||
Admissions advisory and marketing
|
57,543
|
|
|
90,042
|
|
||
General and administrative
|
19,375
|
|
|
25,542
|
|
||
Total costs and expenses
|
178,564
|
|
|
199,808
|
|
||
Operating income
|
43,420
|
|
|
50,629
|
|
||
Other income, net
|
818
|
|
|
683
|
|
||
Income before income taxes
|
44,238
|
|
|
51,312
|
|
||
Income tax expense
|
17,271
|
|
|
19,341
|
|
||
Net income
|
$
|
26,967
|
|
|
$
|
31,971
|
|
Earnings per share:
|
|
|
|
||||
Basic
|
$
|
0.50
|
|
|
$
|
0.61
|
|
Diluted
|
0.49
|
|
|
0.57
|
|
||
Weighted average number of common shares outstanding used in computing earnings per share:
|
|
|
|
||||
Basic
|
54,129
|
|
|
52,008
|
|
||
Diluted
|
55,001
|
|
|
56,203
|
|
|
Three Months Ended March 31,
|
||||||
|
2013
|
|
2012
|
||||
Net income
|
$
|
26,967
|
|
|
$
|
31,971
|
|
Other comprehensive income (loss), net of tax:
|
|
|
|
||||
Unrealized gains (losses) on investments
|
(49
|
)
|
|
634
|
|
||
Comprehensive income
|
$
|
26,918
|
|
|
$
|
32,605
|
|
|
Common Stock
|
|
Additional
Paid-in
Capital
|
|
Retained
Earnings
|
|
Accumulated Other
Comprehensive
Income (Loss)
|
|
Treasury
Stock
|
|
|
|||||||||||||||
|
Shares
|
|
Par Value
|
|
Total
|
|||||||||||||||||||||
Balance at December 31, 2012
|
61,406
|
|
|
$
|
614
|
|
|
$
|
151,709
|
|
|
$
|
474,598
|
|
|
$
|
222
|
|
|
$
|
(135,573
|
)
|
|
$
|
491,570
|
|
Stock-based compensation
|
—
|
|
|
—
|
|
|
3,623
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,623
|
|
||||||
Exercise of stock options
|
10
|
|
|
—
|
|
|
101
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
101
|
|
||||||
Excess tax benefit of option exercises, net of tax shortfall
|
—
|
|
|
—
|
|
|
(97
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(97
|
)
|
||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
26,967
|
|
|
—
|
|
|
—
|
|
|
26,967
|
|
||||||
Unrealized losses on investments, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(49
|
)
|
|
—
|
|
|
(49
|
)
|
||||||
Balance at March 31, 2013
|
61,416
|
|
|
$
|
614
|
|
|
$
|
155,336
|
|
|
$
|
501,565
|
|
|
$
|
173
|
|
|
$
|
(135,573
|
)
|
|
$
|
522,115
|
|
|
Three Months Ended March 31,
|
||||||
|
2013
|
|
2012
|
||||
Cash flows from operating activities
|
|
|
|
||||
Net income
|
$
|
26,967
|
|
|
$
|
31,971
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||
Provision for bad debts
|
18,294
|
|
|
16,669
|
|
||
Depreciation and amortization
|
4,831
|
|
|
4,095
|
|
||
Amortization of premium/discount
|
1,005
|
|
|
1,754
|
|
||
Stock-based compensation
|
3,623
|
|
|
2,497
|
|
||
Excess tax benefit of option exercises
|
—
|
|
|
(3,588
|
)
|
||
Changes in operating assets and liabilities:
|
|
|
|
||||
Accounts receivable
|
(19,381
|
)
|
|
(46,053
|
)
|
||
Prepaid expenses and other current assets
|
(1,635
|
)
|
|
(459
|
)
|
||
Student loans receivable
|
281
|
|
|
(2,399
|
)
|
||
Other long-term assets
|
124
|
|
|
1,944
|
|
||
Accounts payable and accrued liabilities
|
14,119
|
|
|
26,851
|
|
||
Deferred revenue and student deposits
|
(34,088
|
)
|
|
3,723
|
|
||
Other liabilities
|
1,476
|
|
|
3,345
|
|
||
Net cash provided by operating activities
|
15,616
|
|
|
40,350
|
|
||
Cash flows from investing activities
|
|
|
|
||||
Capital expenditures
|
(2,994
|
)
|
|
(7,236
|
)
|
||
Purchases of investments
|
(108
|
)
|
|
(36,573
|
)
|
||
Capitalized curriculum development costs
|
(1,369
|
)
|
|
(1,638
|
)
|
||
Sales and maturities of investments
|
49,416
|
|
|
28,923
|
|
||
Net cash provided by (used in) investing activities
|
44,945
|
|
|
(16,524
|
)
|
||
Cash flows from financing activities
|
|
|
|
||||
Proceeds from exercise of stock options
|
101
|
|
|
813
|
|
||
Excess tax benefit of option exercises
|
—
|
|
|
3,588
|
|
||
Net cash provided by financing activities
|
101
|
|
|
4,401
|
|
||
Net increase in cash and cash equivalents
|
60,662
|
|
|
28,227
|
|
||
Cash and cash equivalents at beginning of period
|
255,965
|
|
|
133,921
|
|
||
Cash and cash equivalents at end of period
|
$
|
316,627
|
|
|
$
|
162,148
|
|
Supplemental disclosure of non-cash transactions:
|
|
|
|
||||
Purchase of equipment included in accounts payable and accrued liabilities
|
$
|
673
|
|
|
$
|
1,465
|
|
|
As Reported
|
|
As Revised
|
|
As Reported
|
|
As Revised
|
|
As Reported
|
|
As Revised
|
|
As Reported
|
|
As Revised
|
||||||||||||||||
|
March 31, 2012
|
|
June 30, 2012
|
|
September 30, 2012
|
|
December 31, 2012
|
||||||||||||||||||||||||
Consolidated balance sheet data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Accounts receivable, net
|
$
|
92,853
|
|
|
$
|
91,129
|
|
|
$
|
99,617
|
|
|
$
|
91,139
|
|
|
$
|
111,010
|
|
|
$
|
99,919
|
|
|
$
|
75,177
|
|
|
$
|
67,927
|
|
Deferred income taxes
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
$
|
8,228
|
|
|
$
|
10,936
|
|
||||||
Total current assets
|
$
|
442,893
|
|
|
$
|
441,169
|
|
|
$
|
468,242
|
|
|
$
|
459,764
|
|
|
$
|
463,606
|
|
|
$
|
452,515
|
|
|
$
|
496,147
|
|
|
$
|
491,605
|
|
Total assets
|
$
|
684,171
|
|
|
$
|
682,447
|
|
|
$
|
731,597
|
|
|
$
|
723,119
|
|
|
$
|
747,190
|
|
|
$
|
736,099
|
|
|
$
|
755,329
|
|
|
$
|
750,787
|
|
Accrued liabilities
|
$
|
67,409
|
|
|
$
|
66,755
|
|
|
$
|
57,858
|
|
|
$
|
54,650
|
|
|
$
|
56,609
|
|
|
$
|
52,313
|
|
|
N/A
|
|
|
N/A
|
|
||
Total current liabilities
|
$
|
261,229
|
|
|
$
|
260,575
|
|
|
$
|
251,220
|
|
|
$
|
248,012
|
|
|
$
|
236,121
|
|
|
$
|
231,925
|
|
|
N/A
|
|
|
N/A
|
|
||
Total liabilities
|
$
|
289,950
|
|
|
$
|
289,296
|
|
|
$
|
282,541
|
|
|
$
|
279,333
|
|
|
$
|
269,761
|
|
|
$
|
265,565
|
|
|
N/A
|
|
|
N/A
|
|
||
Retained earnings
|
$
|
384,218
|
|
|
$
|
383,148
|
|
|
$
|
431,676
|
|
|
$
|
426,406
|
|
|
$
|
463,121
|
|
|
$
|
456,226
|
|
|
$
|
479,140
|
|
|
$
|
474,598
|
|
Total stockholders’ equity
|
$
|
394,221
|
|
|
$
|
393,151
|
|
|
$
|
449,056
|
|
|
$
|
443,786
|
|
|
$
|
477,429
|
|
|
$
|
470,534
|
|
|
$
|
496,112
|
|
|
$
|
491,570
|
|
Total liabilities and stockholders’ equity
|
$
|
684,171
|
|
|
$
|
682,447
|
|
|
$
|
731,597
|
|
|
$
|
723,119
|
|
|
$
|
747,190
|
|
|
$
|
736,099
|
|
|
$
|
755,329
|
|
|
$
|
750,787
|
|
|
Three Months Ended
|
||||||||||||||||||||||||||||||
|
March 31, 2012
|
|
June 30, 2012
|
|
September 30, 2012
|
|
December 31, 2012
|
||||||||||||||||||||||||
Consolidated statement of income data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Instructional costs and services
(1)
|
$
|
82,500
|
|
|
$
|
84,224
|
|
|
$
|
78,525
|
|
|
$
|
85,279
|
|
|
$
|
88,373
|
|
|
$
|
90,986
|
|
|
$
|
105,875
|
|
|
$
|
102,034
|
|
Total costs and expenses
|
$
|
198,084
|
|
|
$
|
199,808
|
|
|
$
|
180,766
|
|
|
$
|
187,520
|
|
|
$
|
202,354
|
|
|
$
|
204,967
|
|
|
$
|
184,253
|
|
|
$
|
180,412
|
|
Operating income
|
$
|
52,353
|
|
|
$
|
50,629
|
|
|
$
|
75,536
|
|
|
$
|
68,782
|
|
|
$
|
49,722
|
|
|
$
|
47,109
|
|
|
$
|
25,103
|
|
|
$
|
28,944
|
|
Income before income taxes
|
$
|
53,036
|
|
|
$
|
51,312
|
|
|
$
|
76,390
|
|
|
$
|
69,636
|
|
|
$
|
50,677
|
|
|
$
|
48,064
|
|
|
$
|
25,980
|
|
|
$
|
29,822
|
|
Income tax expense
|
$
|
19,995
|
|
|
$
|
19,341
|
|
|
$
|
28,932
|
|
|
$
|
26,378
|
|
|
$
|
19,232
|
|
|
$
|
18,244
|
|
|
$
|
9,962
|
|
|
$
|
11,450
|
|
Net income
|
$
|
33,041
|
|
|
$
|
31,971
|
|
|
$
|
47,458
|
|
|
$
|
43,258
|
|
|
$
|
31,445
|
|
|
$
|
29,820
|
|
|
$
|
16,019
|
|
|
$
|
18,372
|
|
Earnings per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Basic
|
$
|
0.64
|
|
|
$
|
0.61
|
|
|
$
|
0.90
|
|
|
$
|
0.82
|
|
|
$
|
0.59
|
|
|
$
|
0.56
|
|
|
$
|
0.30
|
|
|
$
|
0.34
|
|
Diluted
|
$
|
0.59
|
|
|
$
|
0.57
|
|
|
$
|
0.84
|
|
|
$
|
0.77
|
|
|
$
|
0.56
|
|
|
$
|
0.53
|
|
|
$
|
0.29
|
|
|
$
|
0.33
|
|
|
Year to Date Period Ended
|
||||||||||||||||||||||||||||||
|
March 31, 2012
|
|
June 30, 2012
|
|
September 30, 2012
|
|
December 31, 2012
|
||||||||||||||||||||||||
Consolidated statement of income data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Instructional costs and services
(1)
|
$
|
82,500
|
|
|
$
|
84,224
|
|
|
$
|
161,025
|
|
|
$
|
169,503
|
|
|
$
|
249,398
|
|
|
$
|
260,489
|
|
|
$
|
355,273
|
|
|
$
|
362,523
|
|
Total costs and expenses
|
$
|
198,084
|
|
|
$
|
199,808
|
|
|
$
|
378,850
|
|
|
$
|
387,328
|
|
|
$
|
581,204
|
|
|
$
|
592,295
|
|
|
$
|
765,457
|
|
|
$
|
772,707
|
|
Operating income
|
$
|
52,353
|
|
|
$
|
50,629
|
|
|
$
|
127,889
|
|
|
$
|
119,411
|
|
|
$
|
177,611
|
|
|
$
|
166,520
|
|
|
$
|
202,714
|
|
|
$
|
195,464
|
|
Income before income taxes
|
$
|
53,036
|
|
|
$
|
51,312
|
|
|
$
|
129,426
|
|
|
$
|
120,948
|
|
|
$
|
180,103
|
|
|
$
|
169,012
|
|
|
$
|
206,084
|
|
|
$
|
198,834
|
|
Income tax expense
|
$
|
19,995
|
|
|
$
|
19,341
|
|
|
$
|
48,927
|
|
|
$
|
45,719
|
|
|
$
|
68,159
|
|
|
$
|
63,963
|
|
|
$
|
78,121
|
|
|
$
|
75,413
|
|
Net income
|
$
|
33,041
|
|
|
$
|
31,971
|
|
|
$
|
80,499
|
|
|
$
|
75,229
|
|
|
$
|
111,944
|
|
|
$
|
105,049
|
|
|
$
|
127,963
|
|
|
$
|
123,421
|
|
Earnings per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Basic
|
$
|
0.64
|
|
|
$
|
0.61
|
|
|
$
|
1.54
|
|
|
$
|
1.44
|
|
|
$
|
2.13
|
|
|
$
|
2.00
|
|
|
$
|
2.42
|
|
|
$
|
2.33
|
|
Diluted
|
$
|
0.59
|
|
|
$
|
0.57
|
|
|
$
|
1.43
|
|
|
$
|
1.34
|
|
|
$
|
2.00
|
|
|
$
|
1.87
|
|
|
$
|
2.29
|
|
|
$
|
2.21
|
|
Consolidated statement of cash flow data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Net income
|
$
|
33,041
|
|
|
$
|
31,971
|
|
|
$
|
80,499
|
|
|
$
|
75,229
|
|
|
$
|
111,944
|
|
|
$
|
105,049
|
|
|
$
|
127,963
|
|
|
$
|
123,421
|
|
Provision for bad debts
|
$
|
14,945
|
|
|
$
|
16,669
|
|
|
$
|
24,923
|
|
|
$
|
33,401
|
|
|
$
|
41,327
|
|
|
$
|
52,418
|
|
|
$
|
66,446
|
|
|
$
|
73,696
|
|
Deferred income taxes
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
$
|
(7,264
|
)
|
|
$
|
(9,972
|
)
|
||||||
Accounts payable and accrued liabilities
|
$
|
27,505
|
|
|
$
|
26,851
|
|
|
$
|
21,700
|
|
|
$
|
18,492
|
|
|
$
|
23,559
|
|
|
$
|
19,363
|
|
|
N/A
|
|
|
N/A
|
|
|
March 31, 2012
|
|
June 30, 2012
|
|
September 30, 2012
|
|
December 31, 2012
|
||||||||
Instructional costs and services (as reported)
|
$
|
68,475
|
|
|
$
|
65,395
|
|
|
$
|
75,699
|
|
|
$
|
105,875
|
|
Impact of reclassification
|
14,025
|
|
|
13,130
|
|
|
12,674
|
|
|
—
|
|
||||
Instructional costs and services (as reclassified)
|
82,500
|
|
|
78,525
|
|
|
88,373
|
|
|
105,875
|
|
||||
Impact of bad debt revision
|
1,724
|
|
|
6,754
|
|
|
2,613
|
|
|
(3,841
|
)
|
||||
Instructional costs and services (as reclassified and revised)
|
84,224
|
|
|
85,279
|
|
|
90,986
|
|
|
102,034
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Admissions advisory and marketing (as reported)
|
80,063
|
|
|
78,608
|
|
|
90,291
|
|
|
65,239
|
|
||||
Impact of reclassification
|
9,979
|
|
|
8,586
|
|
|
6,443
|
|
|
—
|
|
||||
Admissions advisory and marketing (as reclassified)
|
90,042
|
|
|
87,194
|
|
|
96,734
|
|
|
65,239
|
|
||||
|
|
|
|
|
|
|
|
||||||||
General and administrative (as reported)
|
49,546
|
|
|
36,763
|
|
|
36,364
|
|
|
13,139
|
|
||||
Impact of reclassification
|
(24,004
|
)
|
|
(21,716
|
)
|
|
(19,117
|
)
|
|
—
|
|
||||
General and administrative (as reclassified)
|
25,542
|
|
|
15,047
|
|
|
17,247
|
|
|
13,139
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Total costs and expenses (as reclassified and revised)
|
$
|
199,808
|
|
|
$
|
187,520
|
|
|
$
|
204,967
|
|
|
$
|
180,412
|
|
|
Three Months Ended March 31,
|
||||||
|
2013
|
|
2012
|
||||
Numerator:
|
|
|
|
||||
Net income
|
$
|
26,967
|
|
|
$
|
31,971
|
|
Denominator:
|
|
|
|
||||
Weighted average number of common shares outstanding
|
54,129
|
|
|
52,008
|
|
||
Effect of dilutive options and restricted stock units
|
778
|
|
|
3,932
|
|
||
Effect of dilutive warrants
|
94
|
|
|
263
|
|
||
Diluted weighted average number of common shares outstanding
|
55,001
|
|
|
56,203
|
|
||
Earnings per share:
|
|
|
|
||||
Basic earnings per share
|
$
|
0.50
|
|
|
$
|
0.61
|
|
Diluted earnings per share
|
$
|
0.49
|
|
|
$
|
0.57
|
|
|
Three Months Ended March 31,
|
||||
(in thousands)
|
2013
|
|
2012
|
||
Options
|
5,478
|
|
|
81
|
|
|
As of
March 31, 2013 |
|
As of
December 31, 2012 |
||||
Accounts receivable
|
$
|
118,081
|
|
|
$
|
114,635
|
|
Less allowance for doubtful accounts
|
(48,729
|
)
|
|
(46,708
|
)
|
||
Accounts receivable, net
|
$
|
69,352
|
|
|
$
|
67,927
|
|
|
|
|
|
||||
Student loans receivable (non-tuition related)
|
$
|
8,831
|
|
|
$
|
9,279
|
|
Student loans receivable (tuition related)
|
8,036
|
|
|
8,171
|
|
||
Student loans receivable
|
16,867
|
|
|
17,450
|
|
||
Less allowance for doubtful accounts
|
(2,343
|
)
|
|
(2,307
|
)
|
||
Student loans receivable, net
|
$
|
14,524
|
|
|
$
|
15,143
|
|
|
Beginning
Balance
|
|
Charged to
Expense
|
|
Deductions(1)
|
|
Ending
Balance
|
||||||||
Allowance for doubtful accounts receivable:
|
|
|
|
|
|
|
|
||||||||
For the three months ended March 31, 2013
|
$
|
(46,708
|
)
|
|
$
|
18,258
|
|
|
$
|
16,237
|
|
|
$
|
(48,729
|
)
|
For the three months ended March 31, 2012
|
(35,627
|
)
|
|
17,080
|
|
|
12,919
|
|
|
(39,788
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Allowance for student loans receivable (tuition related):
|
|
|
|
|
|
|
|
||||||||
For the three months ended March 31, 2013
|
$
|
(2,307
|
)
|
|
$
|
36
|
|
|
$
|
—
|
|
|
$
|
(2,343
|
)
|
For the three months ended March 31, 2012
|
(2,338
|
)
|
|
(411
|
)
|
|
—
|
|
|
(1,927
|
)
|
(1)
|
Deductions represent accounts written off, net of recoveries.
|
|
As of
March 31, 2013 |
|
As of
December 31, 2012 |
||||
Prepaid expenses
|
$
|
10,454
|
|
|
$
|
9,367
|
|
Prepaid licenses
|
4,525
|
|
|
5,864
|
|
||
Prepaid insurance
|
3,389
|
|
|
1,134
|
|
||
Interest receivable
|
2,267
|
|
|
2,221
|
|
||
Other current assets
|
810
|
|
|
1,224
|
|
||
Total prepaid expenses and other current assets
|
$
|
21,445
|
|
|
$
|
19,810
|
|
|
As of
March 31, 2013 |
|
As of
December 31, 2012 |
||||
Land
|
$
|
7,091
|
|
|
$
|
7,091
|
|
Buildings and building improvements
|
25,510
|
|
|
25,430
|
|
||
Furniture, office equipment and software
|
88,663
|
|
|
85,709
|
|
||
Leasehold improvements
|
23,880
|
|
|
23,756
|
|
||
Vehicles
|
147
|
|
|
147
|
|
||
Total property and equipment
|
145,291
|
|
|
142,133
|
|
||
Less accumulated depreciation and amortization
|
(50,361
|
)
|
|
(46,167
|
)
|
||
Total property and equipment, net
|
$
|
94,930
|
|
|
$
|
95,966
|
|
|
As of
March 31, 2013 |
|
As of
December 31, 2012 |
||||
Goodwill and indefinite-lived intangibles
|
$
|
3,424
|
|
|
$
|
3,424
|
|
|
|
|
|
||||
Definite-lived intangible assets
|
$
|
11,347
|
|
|
$
|
9,978
|
|
Less accumulated amortization
|
(3,300
|
)
|
|
(2,663
|
)
|
||
Definite-lived intangible assets, net
|
8,047
|
|
|
7,315
|
|
||
|
|
|
|
||||
Total goodwill and intangibles, net
|
$
|
11,471
|
|
|
$
|
10,739
|
|
|
As of
March 31, 2013 |
|
As of
December 31, 2012 |
||||
Accrued salaries and wages
|
$
|
13,096
|
|
|
$
|
11,585
|
|
Accrued bonus
|
3,573
|
|
|
1,603
|
|
||
Accrued vacation
|
9,606
|
|
|
8,993
|
|
||
Accrued expenses
|
15,040
|
|
|
15,924
|
|
||
Accrued income taxes payable
|
15,392
|
|
|
6,535
|
|
||
Total accrued liabilities
|
$
|
56,707
|
|
|
$
|
44,640
|
|
|
As of
March 31, 2013 |
|
As of
December 31, 2012 |
||||
Deferred revenue
|
$
|
38,818
|
|
|
$
|
44,967
|
|
Student deposits
|
102,151
|
|
|
130,090
|
|
||
Total deferred revenue and student deposits
|
$
|
140,969
|
|
|
$
|
175,057
|
|
|
As of March 31, 2013
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Demand notes
|
$
|
—
|
|
|
$
|
547
|
|
|
$
|
—
|
|
|
$
|
547
|
|
Corporate notes and bonds
|
—
|
|
|
98,277
|
|
|
—
|
|
|
98,277
|
|
||||
Total
|
$
|
—
|
|
|
$
|
98,824
|
|
|
$
|
—
|
|
|
$
|
98,824
|
|
|
As of December 31, 2012
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Demand notes
|
$
|
—
|
|
|
$
|
415
|
|
|
$
|
—
|
|
|
$
|
415
|
|
Corporate notes and bonds
|
—
|
|
|
148,801
|
|
|
—
|
|
|
148,801
|
|
||||
Total
|
$
|
—
|
|
|
$
|
149,216
|
|
|
$
|
—
|
|
|
$
|
149,216
|
|
Exercise price per share
|
$
|
10.23
|
|
Risk-free interest rate
|
1.0
|
%
|
|
Expected dividend yield
|
—
|
|
|
Expected volatility
|
58.9
|
%
|
|
Expected life (in years)
|
5.85
|
|
|
Grant date fair value per share
|
$
|
5.48
|
|
•
|
Ashford University's plans in response to the letters from the Higher Learning Commission of the North Central Association of Colleges and Schools, or HLC, regarding the institution's compliance with the commission's jurisdictional requirements and the placement of the institution on Notice;
|
•
|
Ashford University's plans in response to the denial of its application for initial accreditation by the Accrediting Commission for Senior Colleges and Universities of the Western Association of Schools and Colleges, or WASC;
|
•
|
our ability to comply with changing regulatory requirements;
|
•
|
expectations regarding financial position, results of operations, liquidity and enrollment at our institutions;
|
•
|
projections, predictions, expectations, estimates or forecasts as to our business, financial and operational results and future economic performance;
|
•
|
new initiatives focused on student success and academic quality;
|
•
|
changes in our student fee structure;
|
•
|
expectations regarding the adequacy of our cash and cash equivalents and other sources of liquidity for ongoing operations;
|
•
|
expectations regarding investment in online and other advertising and capital expenditures;
|
•
|
our anticipated seasonal fluctuations in results of operations;
|
•
|
management's goals and objectives; and
|
•
|
other similar matters that are not historical facts.
|
|
Three Months Ended March 31,
|
||||||
|
2013
|
|
2012
|
||||
Consolidated Statement of Income Data:
|
(unaudited)
|
||||||
Revenue
|
$
|
221,984
|
|
|
$
|
250,437
|
|
Operating Income
|
43,420
|
|
|
50,629
|
|
||
|
|
|
|
||||
Consolidated Other Data:
|
|
|
|
||||
Period end enrollment (1)
|
|
|
|
||||
Online
|
77,716
|
|
|
93,730
|
|
||
Campus
|
1,066
|
|
|
1,133
|
|
||
Total
|
78,782
|
|
|
94,863
|
|
(1)
|
We define enrollments as the number of active students on the last day of the financial reporting period. A student is considered active if the student attended a class within the prior 15 days or is on an institutionally-approved break not to exceed 45 days, unless the student has graduated or provided a notice of withdrawal.
|
|
Q1 2012
|
|
Q2 2012
|
|
Q3 2012
|
|
Q4 2012
|
|
Q1 2013
|
|||||
Current period
|
24,275
|
|
|
19,300
|
|
|
20,500
|
|
|
9,260
|
|
|
13,300
|
|
Prior year period
|
27,550
|
|
|
19,050
|
|
|
22,000
|
|
|
13,500
|
|
|
24,275
|
|
Percentage change
|
(11.9
|
)%
|
|
1.3
|
%
|
|
(6.8
|
)%
|
|
(31.4
|
)%
|
|
(45.2
|
)%
|
|
Three Months Ended March 31,
|
||||
|
2013
|
|
2012
|
||
Revenue
|
100.0
|
%
|
|
100.0
|
%
|
Costs and expenses:
|
|
|
|
||
Instructional costs and services
|
45.8
|
|
|
33.6
|
|
Admissions advisory and marketing
|
25.9
|
|
|
36.0
|
|
General and administrative
|
8.7
|
|
|
10.2
|
|
Total costs and expenses
|
80.4
|
|
|
79.8
|
|
Operating income
|
19.6
|
|
|
20.2
|
|
Other income, net
|
0.4
|
|
|
0.3
|
|
Income before income taxes
|
20.0
|
|
|
20.5
|
|
Income tax expense
|
7.9
|
|
|
7.7
|
|
Net income
|
12.1
|
%
|
|
12.8
|
%
|
Exhibit
|
|
|
Description
|
3.1
|
|
|
Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Form 10-Q filed on May 21, 2009).
|
3.2
|
|
|
Second Amended and Restated Bylaws (incorporated by reference to Exhibit 3.4 to the Form S-1 filed on March 20, 2009).
|
4.1
|
|
|
Specimen of Stock Certificate (incorporated by reference to Exhibit 4.1 to the Form S-1 filed on March 30, 2009).
|
4.2
|
|
|
Second Amended and Restated Registration Rights Agreement (incorporated by reference to Exhibit 4.4 to the Form S-1 filed on September 4, 2009).
|
10.1
|
|
+
|
2009 Stock Incentive Plan - Form of Restricted Stock Unit Award Agreement (Non-Employee Director - Annual Grant)
|
10.2
|
|
+
|
2009 Stock Incentive Plan - Form of Restricted Stock Unit Award Agreement (General - Annual Grant)
|
31.1
|
|
|
Certification of Andrew S. Clark, President and Chief Executive Officer, pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities and Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
31.2
|
|
|
Certification of Daniel J. Devine, Chief Financial Officer, pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities and Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
32.1
|
|
|
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, executed by Andrew S. Clark, President and Chief Executive Officer, and Daniel J. Devine, Chief Financial Officer.
|
101
|
|
*
|
The following financial information from our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2013, filed with the SEC on May 15, 2013, formatted in Extensible Business Reporting Language (“XBRL”): (i) the Condensed Consolidated Balance Sheets as of March 31, 2013, and December 31, 2012; (ii) the Condensed Consolidated Statements of Income for the three months ended March 31, 2013 and 2012; (iii) the Condensed Consolidated Statements of Comprehensive Income for the three months ended March 31, 2013 and 2012; (iv) the Condensed Consolidated Statement of Stockholder's Equity for the three months ended March 31, 2013; (v) the Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2013 and 2012; and (vi) Notes to Condensed Consolidated Financial Statements.
|
|
BRIDGEPOINT EDUCATION, INC.
|
|
|
May 15, 2013
|
/s/ DANIEL J. DEVINE
|
|
Daniel J. Devine
Chief Financial Officer
(Principal financial officer and duly authorized to
sign on behalf of the registrant)
|
I.
|
NOTICE OF RESTRICTED STOCK UNIT GRANT
|
PARTICIPANT:
|
BRIDGEPOINT EDUCATION, INC.
|
|
|
_________________________________
|
_________________________________
|
Signature
|
By
|
|
|
_________________________________
|
_________________________________
|
Print Name
|
Title
|
|
|
Residence Address
:
|
|
_________________________________
|
|
_________________________________
|
|
|
|
I.
|
NOTICE OF RESTRICTED STOCK UNIT GRANT
|
PARTICIPANT:
|
BRIDGEPOINT EDUCATION, INC.
|
|
|
_________________________________
|
_________________________________
|
Signature
|
By
|
|
|
_________________________________
|
_________________________________
|
Print Name
|
Title
|
|
|
Residence Address
:
|
|
_________________________________
|
|
_________________________________
|
|
|
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of Bridgepoint Education, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
|
|
/s/ ANDREW S. CLARK
|
|
|
Andrew S. Clark
President and Chief Executive Officer
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of Bridgepoint Education, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
|
|
/s/ DANIEL J. DEVINE
|
|
|
Daniel J. Devine
Chief Financial Officer
|
1.
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"); and
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/ ANDREW S. CLARK
|
|
|
Andrew S. Clark,
President and Chief Executive Officer
(Principal Executive Officer)
|
|
|
/s/ DANIEL J. DEVINE
|
|
|
Daniel J. Devine,
Chief Financial Officer
(Principal Financial Officer)
|
|
|