(Mark One)
|
|
x
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
o
|
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)
|
|
59-3551629
(I.R.S. Employer
Identification No.)
|
(Title of Each Class)
|
|
(Name of Each Exchange on Which Registered)
|
||||
Common Stock $0.01 par value
|
|
New York Stock Exchange
|
Large accelerated filer
o
|
Accelerated filer
x
|
Non-accelerated filer
o
(Do not check if a
smaller reporting company)
|
Smaller reporting company
o
|
•
|
Ashford University's operation of an accredited institution subject to the requirements of the California Bureau for Private Postsecondary Education (“BPPE”);
|
•
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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 operating 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.
|
•
|
the insufficiency of the measures taken by us to remediate the control deficiencies that constituted the previously identified material weaknesses in our internal controls, as discussed in Part II, Item 9A, “Controls and Procedures”;
|
•
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the inability of Ashford University to comply with the additional reporting and disclosure obligations arising as a result of its operations as a BPPE-approved institution;
|
•
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the inability of Ashford University to adequately resolve the findings and recommendations of the final audit report of the U.S. Department of Education's Office of Inspector General;
|
•
|
the imposition of fines or other corrective measures against our institutions;
|
•
|
adverse regulatory changes affecting our industry;
|
•
|
our failure to comply with the extensive regulatory framework applicable to our industry, including Title IV of the Higher Education Act of 1965, as amended, and its regulations, state laws and regulatory requirements, and accrediting agency requirements;
|
•
|
our inability to continue to develop awareness among, and to recruit and retain, students;
|
•
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competition in the postsecondary education market and its potential impact on our market share, recruiting costs and tuition rates;
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•
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reputational and other risks related to potential compliance audits, regulatory actions, negative publicity or service disruptions;
|
•
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our inability to develop new programs or expand existing programs in a timely and cost-effective manner;
|
•
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economic or other developments potentially impacting demand in our institutions' core disciplines or the availability or cost of Title IV or other funding;
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•
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the preceding and other factors discussed in Part I, Item 1A, “Risk Factors,” and in other reports we may file with the Securities and Exchange Commission from time to time; and
|
•
|
the factors set forth in Part II, Item 7, “Management's Discussion and Analysis of Financial Condition and Results of Operations.”
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|
December 31, 2014
|
|
December 31, 2013
|
|
December 31, 2012
|
||||||||||||
Doctoral
|
870
|
|
|
1.6
|
%
|
|
919
|
|
|
1.4
|
%
|
|
874
|
|
|
1.1
|
%
|
Master's
|
7,152
|
|
|
12.8
|
%
|
|
8,377
|
|
|
13.2
|
%
|
|
9,930
|
|
|
12.1
|
%
|
Bachelor's
|
44,730
|
|
|
80.1
|
%
|
|
49,634
|
|
|
78.0
|
%
|
|
60,812
|
|
|
74.3
|
%
|
Associate's
|
2,269
|
|
|
4.1
|
%
|
|
4,182
|
|
|
6.6
|
%
|
|
9,570
|
|
|
11.7
|
%
|
Other*
|
802
|
|
|
1.4
|
%
|
|
512
|
|
|
0.8
|
%
|
|
624
|
|
|
0.8
|
%
|
Total
|
55,823
|
|
|
100.0
|
%
|
|
63,624
|
|
|
100.0
|
%
|
|
81,810
|
|
|
100.0
|
%
|
Ashford University Online
|
53,501
|
|
|
95.9
|
%
|
|
60,910
|
|
|
95.6
|
%
|
|
78,874
|
|
|
96.4
|
%
|
Ashford University Campus
|
619
|
|
|
1.1
|
%
|
|
796
|
|
|
1.3
|
%
|
|
864
|
|
|
1.1
|
%
|
University of the Rockies Online
|
1,580
|
|
|
2.8
|
%
|
|
1,758
|
|
|
2.8
|
%
|
|
1,917
|
|
|
2.3
|
%
|
University of the Rockies Campus
|
123
|
|
|
0.2
|
%
|
|
160
|
|
|
0.3
|
%
|
|
155
|
|
|
0.2
|
%
|
Total
|
55,823
|
|
|
100.0
|
%
|
|
63,624
|
|
|
100.0
|
%
|
|
81,810
|
|
|
100.0
|
%
|
•
|
the state establishes the institution by name as an educational institution through a charter, statute, constitutional provision or other action issued by an appropriate state agency or state entity and is authorized to operate educational programs beyond secondary education, including programs leading to a degree or certificate; the institution complies with any applicable state approval or licensure requirements, except that the state may exempt the institution from any state approval or licensure requirement based on the institution's accreditation by one or more accrediting agencies recognized by the Department or based upon the institution being in operation for at least 20 years; and the state has a process to review and appropriately act on complaints concerning the institution including the enforcement of state laws;
|
•
|
the institution is established by the state on the basis of an authorization to conduct business in the state or to operate as a nonprofit charitable organization; the institution, by name, is approved or licensed by the state to offer programs beyond secondary education, including programs leading to a degree or certificate; and the institution is not exempt from the state's approval or licensure requirements based on accreditation, years in operation, or other comparable exemption; and the state has a process to review and appropriately act on complaints concerning the institution including the enforcement of state laws; or
|
•
|
the institution is exempt from state authorization as a religious institution under the state constitution or by state law, and the state has a process to review and appropriately act on complaints concerning the institution and to enforce applicable state laws.
|
•
|
Certification: Institutions must certify that each of their gainful employment programs meet state and federal licensure, certification and accreditation requirements.
|
•
|
Accountability Measures: To maintain Title IV eligibility, gainful employment programs will be required to meet minimum standards for the debt burden versus the earnings of their graduates.
|
◦
|
Pass: Programs whose graduates have annual loan payments less than 8% of total earnings or less than 20% of discretionary earnings.
|
◦
|
Zone: Programs whose graduates have annual loan payments between 8% and 12% of total earnings or between 20% and 30% of discretionary earnings.
|
◦
|
Fail: Programs whose graduates have annual loan payments greater than 12% of total earnings and greater than 30% of discretionary earnings.
|
•
|
Transparency: Institutions will be required to make public disclosures regarding the performance and outcomes of their gainful employment programs. The disclosures will include information such as costs, earnings, debt and completion rates.
|
•
|
transferring an institution from the advance method or the heightened cash monitoring level one method of Title IV payment, each of which permit the institution to receive Title IV funds before or concurrently with disbursing them to students, to the heightened cash monitoring level two method of payment or to the reimbursement method of payment, each of which delay an institution's receipt of Title IV funds until student eligibility has been verified by the Department;
|
•
|
imposing a monetary liability against an institution in an amount equal to any funds determined to have been improperly disbursed or improperly not to have been returned upon student withdrawal;
|
•
|
requiring an institution to post a letter of credit in favor of the Department as a condition for continued Title IV eligibility;
|
•
|
initiating proceedings to impose a fine or to limit, suspend or terminate an institution's participation in Title IV programs;
|
•
|
referring a matter for possible civil or criminal investigation;
|
•
|
failing to grant an institution's application for renewal of its certification, or revocation of an institution's provisional certification, to participate in Title IV programs or imposing conditions on its participation in Title IV programs; or
|
•
|
taking emergency action to suspend an institution's participation in Title IV programs without prior notice or a prior opportunity for a hearing.
|
•
|
Finding 1 - The university designed a compensation plan for enrollment advisors that provided incentive payments based on success in securing enrollments and did not establish that its plan and practices qualified for the regulatory safe harbors.
|
•
|
Finding 2 - The university did not always perform return of Title IV aid calculations properly, resulting in the improper retention of a total of $29,036 of Title IV program funds for 38 students in the OIG's sample sets of 85 students.
|
•
|
Finding 3 - The university did not in all instances return Title IV program funds timely for Title IV students who withdrew or went on a leave of absence from school.
|
•
|
Finding 4 - The form formerly used by the university to obtain authorizations to retain student credit balances did not comply with applicable regulations.
|
•
|
Finding 5 -The university did not in all instances disburse Title IV program funds in accordance with applicable regulations or university policy because they were made prior to the students being eligible to receive them.
|
•
|
Finding 6 - The university did not in all instances maintain documentation to support online students' leaves of absence due to the lack of support for the start dates for 19 leaves of absence.
|
•
|
For Finding 1, the OIG recommended that the FSA require the university to provide records of all salary adjustments made to enrollment advisors during award year 2006-2007 and any documentation, not disclosed to the OIG, that demonstrates that any specific adjustments made during that period qualified for the regulatory safe harbors.
|
•
|
For Findings 2 and 5, the OIG recommended that the FSA require the university (i) to remit to the Department and appropriate lenders certain amounts identified by the OIG ($29,036 for Finding 2) and (ii) undertake a file review for award year 2006-2007 to identify the amount of Title IV funds that were improperly retained or disbursed and to remit such amounts to the Department or appropriate lenders.
|
•
|
For Finding 4, the OIG recommended that the FSA require the university to cease drawing, disbursing and holding credit balances of Title IV program funds for which there are no currently assessed institutional charges.
|
•
|
For Findings 2, 3, 5 and 6, the OIG recommended that the FSA require the university to develop and implement certain remedial policies and procedures.
|
•
|
For Findings 2, 3 and 5 generally, and for Finding 1 in the event the university cannot establish that its salary adjustments for enrollment advisors qualified for the safe harbor, the OIG recommended that the FSA consider whether to take appropriate action under Subpart G of 34 C.F.R. Part 668. Under Subpart G, the FSA may seek to impose a fine against the university or to limit, suspend or terminate the university's participation in Title IV programs.
|
•
|
transferring an institution from the advance method or the heightened cash monitoring level one method of Title IV payment, which permit the institution to receive Title IV funds before or concurrently with disbursing them to students, to the heightened cash monitoring level two method of Title IV payment or to the reimbursement method of Title IV payment, which delay an institution's receipt of Title IV funds until student eligibility has been verified;
|
•
|
imposing monetary liability against the institution in an amount equal to any funds determined to have been improperly disbursed or not properly returned upon student withdrawal;
|
•
|
requiring the institution to post a letter of credit in favor of the Department as a condition for continued Title IV eligibility;
|
•
|
initiating proceedings to impose a fine or to limit, suspend or terminate the institution's participation in Title IV programs;
|
•
|
referring a matter for possible civil or criminal investigation;
|
•
|
failing to grant the institution's application for renewal of its certification, or revocation of an institution's provisional certification, to participate in Title IV programs or imposing conditions on its participation in Title IV programs; or
|
•
|
taking emergency action to suspend the institution's participation in Title IV programs without prior notice or a prior opportunity for a hearing.
|
•
|
the emergence of more and better competitors;
|
•
|
factors related to our marketing efforts, including the costs of Internet advertising and broad-based branding campaigns;
|
•
|
performance problems with our online systems;
|
•
|
our institutions' failure to maintain accreditation, state licensure and eligibility for Title IV programs;
|
•
|
student dissatisfaction with our institutions' services and programs;
|
•
|
a decrease in the perceived or actual economic benefits that students derive from our institutions' programs or programs provided by private sector postsecondary education companies generally;
|
•
|
adverse publicity regarding us or online or private sector postsecondary education generally;
|
•
|
price reductions by competitors that we are unwilling or unable to match; and
|
•
|
a decline in the acceptance of online education or education provided by private sector postsecondary education companies.
|
•
|
the inability to maintain uniform standards, controls, policies and procedures;
|
•
|
distraction of management's attention from normal business operations during the integration process;
|
•
|
the inability to attract and/or retain key management personnel to operate the acquired entity;
|
•
|
the inability to obtain, or delay in obtaining, regulatory or other approvals necessary to operate the business;
|
•
|
the inability to correctly estimate the size of a target market or accurately assess market dynamics;
|
•
|
expenses associated with the integration efforts; and
|
•
|
unidentified issues not discovered in the due diligence process, including legal contingencies.
|
•
|
a failure to remediate the control deficiencies that constitute the material weaknesses in our internal controls discussed in Part II, Item 9A, “Controls and Procedures”;
|
•
|
developments regarding the accreditation or state licensing of our academic institutions, particularly Ashford University;
|
•
|
our quarterly or annual earnings or those of other companies in our industry;
|
•
|
public reaction to our press releases, corporate communications and SEC filings;
|
•
|
changes in earnings estimates or recommendations by research analysts who track our common stock or the stocks of other companies in our industry;
|
•
|
seasonal variations in our student enrollment;
|
•
|
new laws or regulations or new interpretations of laws or regulations applicable to our industry or business;
|
•
|
negative publicity, including government hearings and other public lawmaker or regulator criticism, regarding our industry or business;
|
•
|
changes in enrollment;
|
•
|
changes in accounting standards, policies, guidance, interpretations or principles;
|
•
|
litigation involving our company or investigations or audits by regulators into the operations of our company or our competitors;
|
•
|
sales of common stock by our directors, executive officers and significant stockholders; and
|
•
|
changes in general conditions in the United States and global economies or financial markets, including those resulting from war, incidents of terrorism or responses to such events.
|
•
|
authorize the issuance of “blank check” preferred stock by our board of directors to increase the number of outstanding shares to discourage a takeover attempt;
|
•
|
provide for a classified board of directors (three classes);
|
•
|
provide that stockholders may only remove directors for cause;
|
•
|
provide that any vacancy on our board of directors, including a vacancy resulting from an increase in the size of the board, may only be filled by the affirmative vote of a majority of our directors then in office, even if less than a quorum;
|
•
|
provide that a special meeting of stockholders may only be called by our board of directors or by our chief executive officer;
|
•
|
provide that action by written consent of the stockholders may be taken only if the board of directors first approves such action, except that if Warburg Pincus holds at least 50% of our outstanding capital stock on a fully diluted basis, whenever the vote of stockholders is required at a meeting for any corporate action, the meeting and vote of stockholders may be dispensed with, and the action may be taken without such meeting and vote, if a written consent is signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at the meeting of stockholders; provided that, notwithstanding the foregoing, we will hold an annual meeting of stockholders in accordance with NYSE rules for so long as our shares are listed on the NYSE, and as otherwise required by the bylaws;
|
•
|
provide that the board of directors is expressly authorized to make, alter or repeal our bylaws; and
|
•
|
establish advance notice requirements for nominations for elections to our board of directors or for proposing matters that can be acted upon by stockholders at stockholder meetings.
|
Number of Buildings
|
|
Location
|
|
Total Square Footage
|
|
Lease Expiration
|
|
Primary Use
|
|
5
|
|
San Diego, CA
|
|
625,000
|
|
|
2017-2020
|
|
Enrollment services, student support services and corporate functions
|
2
|
|
Denver, CO
|
|
260,000
|
|
|
2021-2023
|
|
Enrollment services, student support services and corporate functions
|
2
|
|
Clinton, IA
|
|
37,000
|
|
|
2016
|
|
Campus operations, enrollment services and student support services
|
2
|
|
Colorado Springs, CO
|
|
7,500
|
|
|
2015
|
|
Campus operations
|
1
|
|
Washington, D.C.
|
|
2,000
|
|
|
2015
|
|
Corporate functions
|
|
High ($)
|
|
Low ($)
|
||
2013
|
|
|
|
||
First Quarter
|
11.38
|
|
|
9.51
|
|
Second Quarter
|
13.32
|
|
|
9.62
|
|
Third Quarter
|
18.13
|
|
|
11.89
|
|
Fourth Quarter
|
20.33
|
|
|
15.64
|
|
2014
|
|
|
|
||
First Quarter
|
20.15
|
|
|
14.12
|
|
Second Quarter
|
16.25
|
|
|
12.63
|
|
Third Quarter
|
14.00
|
|
|
11.06
|
|
Fourth Quarter
|
12.79
|
|
|
10.55
|
|
*
|
This performance graph shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or incorporated by reference into any filing of Bridgepoint Education, Inc. under the Securities Act, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
|
|
Year Ended December 31,
|
||||||||||||||||||
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
||||||||||
Consolidated Statement of Income Data:
|
(In thousands, except per share data)
|
||||||||||||||||||
Revenue
|
$
|
638,705
|
|
|
$
|
751,449
|
|
|
$
|
943,405
|
|
|
$
|
915,247
|
|
|
$
|
699,894
|
|
Operating income
|
14,311
|
|
|
68,463
|
|
|
191,627
|
|
|
270,953
|
|
|
213,833
|
|
|||||
Net income
|
9,668
|
|
|
45,883
|
|
|
121,146
|
|
|
171,078
|
|
|
125,835
|
|
|||||
Earnings per common share:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
$
|
0.21
|
|
|
$
|
0.85
|
|
|
$
|
2.29
|
|
|
$
|
3.27
|
|
|
$
|
2.34
|
|
Diluted
|
0.21
|
|
|
0.83
|
|
|
2.17
|
|
|
2.99
|
|
|
2.11
|
|
|
As of December 31,
|
||||||||||||||||||
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
||||||||||
Consolidated Balance Sheet Data:
|
(In thousands)
|
||||||||||||||||||
Cash, cash equivalents, restricted cash and investments
|
$
|
356,545
|
|
|
$
|
356,435
|
|
|
$
|
514,671
|
|
|
$
|
407,232
|
|
|
$
|
299,153
|
|
Total assets
|
558,095
|
|
|
570,012
|
|
|
742,413
|
|
|
607,537
|
|
|
466,811
|
|
|||||
Total indebtedness (including short-term indebtedness)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total stockholders' equity
|
365,881
|
|
|
344,538
|
|
|
483,196
|
|
|
347,549
|
|
|
233,828
|
|
|
Year Ended December 31,
|
||||||||||||||||||
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
||||||||||
Consolidated Other Data:
|
(In thousands, except enrollment data)
|
||||||||||||||||||
Cash flows provided by (used in):
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating activities
|
$
|
25,219
|
|
|
$
|
85,586
|
|
|
$
|
149,905
|
|
|
$
|
215,954
|
|
|
$
|
176,995
|
|
Investing activities
|
(33,026
|
)
|
|
115,196
|
|
|
(23,009
|
)
|
|
(208,048
|
)
|
|
(94,472
|
)
|
|||||
Financing activities
|
2,284
|
|
|
(197,227
|
)
|
|
1,868
|
|
|
(67,357
|
)
|
|
(32,521
|
)
|
|||||
Period-end enrollment (unaudited)(1):
|
|
|
|
|
|
|
|
|
|
||||||||||
Online
|
55,081
|
|
|
62,668
|
|
|
80,791
|
|
|
85,527
|
|
|
77,033
|
|
|||||
Campus-based
|
742
|
|
|
956
|
|
|
1,019
|
|
|
1,115
|
|
|
859
|
|
|||||
Total
|
55,823
|
|
|
63,624
|
|
|
81,810
|
|
|
86,642
|
|
|
77,892
|
|
(1)
|
We define enrollments as the number of active students on the last day of the financial reporting period. Prior to July 1, 2011, a student was considered active if the student had attended a class within the prior 30 days unless the student had graduated or had provided us with notice of withdrawal. Effective July 1, 2011, a student is considered active if the student has 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 has provided us with notice of withdrawal.
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Consolidated Statement of Income Data:
|
|
|
|
|
|
||||||
Revenue
|
$
|
638,705
|
|
|
$
|
751,449
|
|
|
$
|
943,405
|
|
Operating Income
|
14,311
|
|
|
68,463
|
|
|
191,627
|
|
|||
Consolidated Other Data:
|
|
|
|
|
|
||||||
Period-end enrollment (unaudited)(1)
|
|
|
|
|
|
||||||
Online
|
55,081
|
|
|
62,668
|
|
|
80,791
|
|
|||
Campus-based
|
742
|
|
|
956
|
|
|
1,019
|
|
|||
Total
|
55,823
|
|
|
63,624
|
|
|
81,810
|
|
(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 has 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 has provided us with notice of withdrawal.
|
|
Year Ended December 31,
|
|||||||
|
2014
|
|
2013
|
|
2012
|
|||
Revenue
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
Costs and expenses:
|
|
|
|
|
|
|||
Instructional cost and services
|
50.3
|
%
|
|
49.3
|
%
|
|
36.4
|
%
|
Admissions advisory and marketing
|
37.1
|
%
|
|
31.3
|
%
|
|
36.0
|
%
|
General and administrative
|
10.4
|
%
|
|
10.3
|
%
|
|
7.4
|
%
|
Total costs and expenses
|
97.8
|
%
|
|
90.9
|
%
|
|
79.8
|
%
|
Operating income
|
2.2
|
%
|
|
9.1
|
%
|
|
20.2
|
%
|
Other income, net
|
0.6
|
%
|
|
0.4
|
%
|
|
0.4
|
%
|
Income before income taxes
|
2.8
|
%
|
|
9.5
|
%
|
|
20.6
|
%
|
Income tax expense
|
1.2
|
%
|
|
3.4
|
%
|
|
7.8
|
%
|
Net income
|
1.5
|
%
|
|
6.1
|
%
|
|
12.8
|
%
|
|
Payments Due by Period
|
||||||||||||||||||||||||||
|
Total
|
|
2015
|
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
Thereafter
|
||||||||||||||
|
(In thousands)
|
||||||||||||||||||||||||||
Operating lease obligations
|
$
|
188,117
|
|
|
$
|
37,511
|
|
|
$
|
37,449
|
|
|
$
|
37,363
|
|
|
$
|
32,698
|
|
|
$
|
22,148
|
|
|
$
|
20,948
|
|
Other contractual obligations
|
31,371
|
|
|
5,618
|
|
|
3,253
|
|
|
2,500
|
|
|
2,500
|
|
|
2,500
|
|
|
15,000
|
|
|||||||
Uncertain tax positions
|
7,586
|
|
|
—
|
|
|
—
|
|
|
7,586
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Total
|
$
|
227,074
|
|
|
$
|
43,129
|
|
|
$
|
40,702
|
|
|
$
|
47,449
|
|
|
$
|
35,198
|
|
|
$
|
24,648
|
|
|
$
|
35,948
|
|
|
As of December 31,
|
||||||
|
2014
|
|
2013
|
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
207,003
|
|
|
$
|
212,526
|
|
Restricted cash
|
25,934
|
|
|
36,946
|
|
||
Investments
|
12,051
|
|
|
65,901
|
|
||
Accounts receivable, net
|
21,274
|
|
|
22,953
|
|
||
Student loans receivable, net
|
1,003
|
|
|
1,043
|
|
||
Deferred income taxes
|
21,301
|
|
|
16,683
|
|
||
Prepaid expenses and other current assets
|
22,818
|
|
|
21,563
|
|
||
Total current assets
|
311,384
|
|
|
377,615
|
|
||
Property and equipment, net
|
78,219
|
|
|
91,425
|
|
||
Investments
|
111,557
|
|
|
41,062
|
|
||
Student loans receivable, net
|
9,510
|
|
|
11,785
|
|
||
Goodwill and intangibles, net
|
24,775
|
|
|
26,878
|
|
||
Deferred income taxes
|
20,175
|
|
|
18,507
|
|
||
Other long-term assets
|
2,475
|
|
|
2,740
|
|
||
Total assets
|
$
|
558,095
|
|
|
$
|
570,012
|
|
LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
1,013
|
|
|
$
|
5,195
|
|
Accrued liabilities
|
51,403
|
|
|
54,290
|
|
||
Deferred revenue and student deposits
|
108,048
|
|
|
132,791
|
|
||
Total current liabilities
|
160,464
|
|
|
192,276
|
|
||
Rent liability
|
22,098
|
|
|
23,927
|
|
||
Other long-term liabilities
|
9,652
|
|
|
9,271
|
|
||
Total liabilities
|
192,214
|
|
|
225,474
|
|
||
Commitments and contingencies (see Note 20)
|
|
|
|
||||
Stockholders' equity:
|
|
|
|
||||
Preferred stock, $0.01 par value:
|
|
|
|
||||
20,000 shares authorized; zero shares issued and outstanding at both December 31, 2014, and December 31, 2013
|
—
|
|
|
—
|
|
||
Common stock, $0.01 par value:
|
|
|
|
||||
300,000 shares authorized; 62,957 issued and 45,400 outstanding at December 31, 2014; 62,331 issued and 44,774 outstanding at December 31, 2013
|
630
|
|
|
623
|
|
||
Additional paid-in capital
|
180,720
|
|
|
168,829
|
|
||
Retained earnings
|
521,775
|
|
|
512,107
|
|
||
Accumulated other comprehensive gain
|
(175
|
)
|
|
48
|
|
||
Treasury stock, 17,557 shares at cost at both December 31, 2014, and December 31, 2013
|
(337,069
|
)
|
|
(337,069
|
)
|
||
Total stockholders' equity
|
365,881
|
|
|
344,538
|
|
||
Total liabilities and stockholders' equity
|
$
|
558,095
|
|
|
$
|
570,012
|
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
|
|
|
|
|
|
||||||
Revenue
|
$
|
638,705
|
|
|
$
|
751,449
|
|
|
$
|
943,405
|
|
Costs and expenses:
|
|
|
|
|
|
||||||
Instructional costs and services
|
321,312
|
|
|
370,734
|
|
|
343,072
|
|
|||
Admissions advisory and marketing
|
236,708
|
|
|
235,358
|
|
|
339,209
|
|
|||
General and administrative
|
66,374
|
|
|
76,894
|
|
|
69,497
|
|
|||
Total costs and expenses
|
624,394
|
|
|
682,986
|
|
|
751,778
|
|
|||
Operating income
|
14,311
|
|
|
68,463
|
|
|
191,627
|
|
|||
Other income, net
|
2,884
|
|
|
3,082
|
|
|
3,531
|
|
|||
Income before income taxes
|
17,195
|
|
|
71,545
|
|
|
195,158
|
|
|||
Income tax expense
|
7,527
|
|
|
25,662
|
|
|
74,012
|
|
|||
Net income
|
$
|
9,668
|
|
|
$
|
45,883
|
|
|
$
|
121,146
|
|
Earnings per common share:
|
|
|
|
|
|
||||||
Basic
|
$
|
0.21
|
|
|
$
|
0.85
|
|
|
$
|
2.29
|
|
Diluted
|
0.21
|
|
|
0.83
|
|
|
2.17
|
|
|||
Weighted average number of common shares outstanding used in computing earnings per common share:
|
|
|
|
|
|
||||||
Basic
|
45,204
|
|
|
53,923
|
|
|
52,947
|
|
|||
Diluted
|
46,512
|
|
|
55,487
|
|
|
55,946
|
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
|
|
|
|
|
|
||||||
Net income
|
$
|
9,668
|
|
|
$
|
45,883
|
|
|
$
|
121,146
|
|
Other comprehensive gain (loss), net of tax:
|
|
|
|
|
|
||||||
Unrealized gains (losses) on investments
|
(223
|
)
|
|
(174
|
)
|
|
817
|
|
|||
Comprehensive income
|
$
|
9,445
|
|
|
$
|
45,709
|
|
|
$
|
121,963
|
|
|
Common Stock
|
|
Additional
Paid-in
Capital
|
|
Retained
Earnings
|
|
Accumulated Other
Comprehensive
Gain/(Loss)
|
|
Treasury
Stock
|
|
|
|||||||||||||||
|
Shares
|
|
Par Value
|
|
Total
|
|||||||||||||||||||||
Balance at December 31, 2011
|
58,981
|
|
|
$
|
590
|
|
|
$
|
137,447
|
|
|
$
|
345,078
|
|
|
$
|
(595
|
)
|
|
$
|
(134,971
|
)
|
|
$
|
347,549
|
|
Stock-based compensation
|
—
|
|
|
—
|
|
|
13,729
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13,729
|
|
||||||
Exercise of stock options
|
2,212
|
|
|
22
|
|
|
2,235
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,257
|
|
||||||
Tax withholdings related to net exercise of stock options
|
—
|
|
|
—
|
|
|
(10,418
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10,418
|
)
|
||||||
Excess tax benefit of option exercises
|
—
|
|
|
—
|
|
|
8,145
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,145
|
|
||||||
Stock issued under employee stock purchase plan
|
99
|
|
|
1
|
|
|
1,339
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,340
|
|
||||||
Stock issued under restricted stock plan, net of shares held for taxes
|
33
|
|
|
—
|
|
|
(313
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(313
|
)
|
||||||
Exercise of warrants
|
81
|
|
|
1
|
|
|
489
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
490
|
|
||||||
Tax withholdings related to net exercise of warrants
|
—
|
|
|
—
|
|
|
(944
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(944
|
)
|
||||||
Repurchase of common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(602
|
)
|
|
(602
|
)
|
||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
121,146
|
|
|
—
|
|
|
—
|
|
|
121,146
|
|
||||||
Unrealized gains on investments, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
817
|
|
|
—
|
|
|
817
|
|
||||||
Balance at December 31, 2012
|
61,406
|
|
|
614
|
|
|
151,709
|
|
|
466,224
|
|
|
222
|
|
|
(135,573
|
)
|
|
483,196
|
|
||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
13,934
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13,934
|
|
||||||
Exercise of stock options
|
590
|
|
|
6
|
|
|
10,458
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,464
|
|
||||||
Tax withholdings related to net exercise of stock options
|
—
|
|
|
—
|
|
|
(9,170
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9,170
|
)
|
||||||
Excess tax benefit of option exercises and restricted stock, net of tax shortfall
|
—
|
|
|
—
|
|
|
1,516
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,516
|
|
||||||
Stock issued under employee stock purchase plan
|
116
|
|
|
1
|
|
|
1,233
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,234
|
|
||||||
Stock issued under restricted stock plan, net of shares held for taxes
|
115
|
|
|
1
|
|
|
(1,081
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,080
|
)
|
||||||
Exercise of warrants
|
104
|
|
|
1
|
|
|
230
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
231
|
|
||||||
Repurchase of common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(201,496
|
)
|
|
(201,496
|
)
|
||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
45,883
|
|
|
—
|
|
|
—
|
|
|
45,883
|
|
||||||
Unrealized losses on investments, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(174
|
)
|
|
—
|
|
|
(174
|
)
|
||||||
Balance at December 31, 2013
|
62,331
|
|
|
623
|
|
|
168,829
|
|
|
512,107
|
|
|
48
|
|
|
(337,069
|
)
|
|
344,538
|
|
||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
10,558
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,558
|
|
||||||
Exercise of stock options
|
388
|
|
|
4
|
|
|
3,104
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,108
|
|
||||||
Excess tax benefit of option exercises and restricted stock, net of tax shortfall
|
—
|
|
|
—
|
|
|
326
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
326
|
|
||||||
Stock issued under restricted stock plan, net of shares held for taxes
|
238
|
|
|
3
|
|
|
(2,097
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,094
|
)
|
||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
9,668
|
|
|
—
|
|
|
—
|
|
|
9,668
|
|
||||||
Unrealized losses on investments, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(223
|
)
|
|
—
|
|
|
(223
|
)
|
||||||
Balance at December 31, 2014
|
62,957
|
|
|
$
|
630
|
|
|
$
|
180,720
|
|
|
$
|
521,775
|
|
|
$
|
(175
|
)
|
|
$
|
(337,069
|
)
|
|
$
|
365,881
|
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Cash flows from operating activities
|
|
|
|
|
|
||||||
Net income
|
$
|
9,668
|
|
|
$
|
45,883
|
|
|
$
|
121,146
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Provision for bad debts
|
28,184
|
|
|
47,119
|
|
|
52,767
|
|
|||
Depreciation and amortization
|
23,317
|
|
|
21,666
|
|
|
17,424
|
|
|||
Amortization of premium/discount
|
206
|
|
|
2,624
|
|
|
8,992
|
|
|||
Deferred income taxes
|
(7,096
|
)
|
|
(6,962
|
)
|
|
(11,373
|
)
|
|||
Stock-based compensation
|
10,558
|
|
|
13,934
|
|
|
13,729
|
|
|||
Excess tax benefit of option exercises
|
(1,271
|
)
|
|
(2,590
|
)
|
|
(10,058
|
)
|
|||
Loss on impairment of student loans receivable
|
2,435
|
|
|
1,998
|
|
|
—
|
|
|||
Net gain on marketable securities
|
(34
|
)
|
|
(63
|
)
|
|
—
|
|
|||
Loss on termination of leased space
|
6,470
|
|
|
328
|
|
|
—
|
|
|||
Loss on disposal of fixed assets
|
7,028
|
|
|
751
|
|
|
1,153
|
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
||||||
Restricted cash
|
11,042
|
|
|
10,048
|
|
|
6,721
|
|
|||
Accounts receivable
|
(27,323
|
)
|
|
(15,973
|
)
|
|
(62,333
|
)
|
|||
Prepaid expenses and other current assets
|
659
|
|
|
(2,607
|
)
|
|
(2,387
|
)
|
|||
Student loans receivable
|
809
|
|
|
291
|
|
|
(5,742
|
)
|
|||
Other long-term assets
|
266
|
|
|
(412
|
)
|
|
2,131
|
|
|||
Accounts payable and accrued liabilities
|
(12,102
|
)
|
|
13,220
|
|
|
12,100
|
|
|||
Deferred revenue and student deposits
|
(24,411
|
)
|
|
(41,607
|
)
|
|
(3,921
|
)
|
|||
Other liabilities
|
(3,754
|
)
|
|
(184
|
)
|
|
8,772
|
|
|||
Uncertain tax position
|
568
|
|
|
(1,878
|
)
|
|
784
|
|
|||
Net cash provided by operating activities
|
25,219
|
|
|
85,586
|
|
|
149,905
|
|
|||
Cash flows from investing activities
|
|
|
|
|
|
||||||
Capital expenditures
|
(11,429
|
)
|
|
(14,825
|
)
|
|
(25,296
|
)
|
|||
Purchases of investments
|
(87,933
|
)
|
|
(26,759
|
)
|
|
(179,387
|
)
|
|||
Restricted cash
|
(30
|
)
|
|
—
|
|
|
25
|
|
|||
Capitalized costs for intangible assets
|
(3,634
|
)
|
|
(19,563
|
)
|
|
(5,262
|
)
|
|||
Sales and maturities of investments
|
70,000
|
|
|
176,343
|
|
|
186,911
|
|
|||
Net cash provided by (used in) investing activities
|
(33,026
|
)
|
|
115,196
|
|
|
(23,009
|
)
|
|||
Cash flows from financing activities
|
|
|
|
|
|
||||||
Proceeds from exercise of stock options
|
3,108
|
|
|
10,464
|
|
|
2,257
|
|
|||
Tax withholdings related to net exercise of stock options
|
—
|
|
|
(9,170
|
)
|
|
(10,418
|
)
|
|||
Excess tax benefit of option exercises
|
1,271
|
|
|
2,590
|
|
|
10,058
|
|
|||
Proceeds from the issuance of stock under employee stock purchase plan
|
—
|
|
|
1,234
|
|
|
1,340
|
|
|||
Proceeds from the exercise of warrants
|
—
|
|
|
231
|
|
|
490
|
|
|||
Tax withholdings related to net exercise of warrants
|
—
|
|
|
—
|
|
|
(944
|
)
|
|||
Issuance of restricted stock
|
(2,095
|
)
|
|
(1,080
|
)
|
|
(313
|
)
|
|||
Repurchase of common stock
|
—
|
|
|
(201,496
|
)
|
|
(602
|
)
|
|||
Net cash provided by (used in) financing activities
|
2,284
|
|
|
(197,227
|
)
|
|
1,868
|
|
|||
Net increase (decrease) in cash and cash equivalents
|
(5,523
|
)
|
|
3,555
|
|
|
128,764
|
|
|||
Cash and cash equivalents at beginning of period
|
212,526
|
|
|
208,971
|
|
|
80,207
|
|
|||
Cash and cash equivalents at end of period
|
$
|
207,003
|
|
|
$
|
212,526
|
|
|
$
|
208,971
|
|
|
|
|
|
|
|
||||||
Supplemental disclosure of cash flow information
|
|
|
|
|
|
||||||
Cash paid for interest
|
$
|
128
|
|
|
$
|
146
|
|
|
$
|
130
|
|
Cash paid for income taxes
|
$
|
15,534
|
|
|
$
|
38,642
|
|
|
$
|
65,075
|
|
|
|
|
|
|
|
||||||
Supplemental disclosure of non-cash transactions:
|
|
|
|
|
|
|
|
||||
Purchase of equipment included in accounts payable and accrued liabilities
|
$
|
109
|
|
|
$
|
136
|
|
|
$
|
509
|
|
Buildings
|
39 years
|
Furniture and office equipment
|
3 - 7 years
|
Software
|
3 years
|
Vehicles
|
5 years
|
|
December 31, 2014
|
||||||||||
|
Before-Tax Amount
|
|
Tax Effect
|
|
Net-of-Tax Amount
|
||||||
Unrealized losses on investments
|
$
|
(359
|
)
|
|
$
|
136
|
|
|
$
|
(223
|
)
|
|
|
|
|
|
|
||||||
|
December 31, 2013
|
||||||||||
|
Before-Tax Amount
|
|
Tax Effect
|
|
Net-of-Tax Amount
|
||||||
Unrealized losses on investments
|
$
|
(280
|
)
|
|
$
|
106
|
|
|
$
|
(174
|
)
|
|
|
|
|
|
|
||||||
|
December 31, 2012
|
||||||||||
|
Before-Tax Amount
|
|
Tax Effect
|
|
Net-of-Tax Amount
|
||||||
Unrealized gains on investments
|
$
|
1,300
|
|
|
$
|
(483
|
)
|
|
817
|
|
|
December 31, 2014
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Mutual funds
|
$
|
1,071
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,071
|
|
Corporate notes and bonds
|
—
|
|
|
62,550
|
|
|
—
|
|
|
62,550
|
|
||||
U.S. government and agency securities
|
—
|
|
|
34,987
|
|
|
—
|
|
|
34,987
|
|
||||
Certificates of deposit
|
—
|
|
|
25,000
|
|
|
—
|
|
|
25,000
|
|
||||
Total
|
$
|
1,071
|
|
|
$
|
122,537
|
|
|
$
|
—
|
|
|
$
|
123,608
|
|
|
December 31, 2013
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Demand notes
|
$
|
—
|
|
|
$
|
719
|
|
|
$
|
—
|
|
|
$
|
719
|
|
Corporate notes and bonds
|
—
|
|
|
16,244
|
|
|
—
|
|
|
16,244
|
|
||||
Certificates of deposit
|
—
|
|
|
90,000
|
|
|
—
|
|
|
90,000
|
|
||||
Total
|
$
|
—
|
|
|
$
|
106,963
|
|
|
$
|
—
|
|
|
$
|
106,963
|
|
|
December 31, 2014
|
||||||||||||||||
|
|
|
|
|
Gross unrealized
|
|
|
||||||||||
|
Maturities
|
|
Amortized Cost
|
|
Gain
|
|
Loss
|
|
Fair Value
|
||||||||
Short-term
|
|
|
|
|
|
|
|
|
|
||||||||
Corporate notes and bonds
|
1 year or less
|
|
10,947
|
|
|
33
|
|
|
—
|
|
|
10,980
|
|
||||
Long-term
|
|
|
|
|
|
|
|
|
|
||||||||
Corporate notes and bonds
|
3 years or less
|
|
51,874
|
|
|
—
|
|
|
(304
|
)
|
|
51,570
|
|
||||
U.S. government and agency securities
|
3 years or less
|
|
35,000
|
|
|
—
|
|
|
(13
|
)
|
|
34,987
|
|
||||
Certificates of deposit
|
3 years or less
|
|
25,000
|
|
|
—
|
|
|
—
|
|
|
25,000
|
|
||||
Total
|
|
|
$
|
122,821
|
|
|
$
|
33
|
|
|
$
|
(317
|
)
|
|
$
|
122,537
|
|
|
December 31, 2013
|
||||||||||||||||
|
|
|
|
|
Gross unrealized
|
|
|
||||||||||
|
Maturities
|
|
Amortized Cost
|
|
Gain
|
|
Loss
|
|
Fair Value
|
||||||||
Short-term
|
|
|
|
|
|
|
|
|
|
||||||||
Demand notes
|
1 year or less
|
|
$
|
719
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
719
|
|
Corporate notes and bonds
|
1 year or less
|
|
5,132
|
|
|
50
|
|
|
—
|
|
|
5,182
|
|
||||
Certificate of deposit
|
1 year or less
|
|
60,000
|
|
|
—
|
|
|
—
|
|
|
60,000
|
|
||||
Long-term
|
|
|
|
|
|
|
|
|
|
||||||||
Corporate notes and bonds
|
3 years or less
|
|
11,037
|
|
|
25
|
|
|
—
|
|
|
11,062
|
|
||||
Certificate of deposit
|
3 years or less
|
|
30,000
|
|
|
—
|
|
|
—
|
|
|
30,000
|
|
||||
Total
|
|
|
$
|
106,888
|
|
|
$
|
75
|
|
|
$
|
—
|
|
|
$
|
106,963
|
|
|
As of December 31,
|
||||||
|
2014
|
|
2013
|
||||
Accounts receivable
|
$
|
48,841
|
|
|
$
|
49,854
|
|
Less allowance for doubtful accounts
|
27,567
|
|
|
26,901
|
|
||
Accounts receivable, net
|
$
|
21,274
|
|
|
$
|
22,953
|
|
|
Beginning
Balance
|
|
Charged to
Expense
|
|
Deductions(1)
|
|
Ending
Balance
|
||||||||
Allowance for doubtful accounts receivable:
|
|
|
|
|
|
|
|
||||||||
For the year ended December 31, 2014
|
$
|
26,901
|
|
|
$
|
27,853
|
|
|
$
|
(27,187
|
)
|
|
$
|
27,567
|
|
For the year ended December 31, 2013
|
31,466
|
|
|
46,851
|
|
|
(51,416
|
)
|
|
26,901
|
|
||||
For the year ended December 31, 2012
|
24,688
|
|
|
52,794
|
|
|
(46,016
|
)
|
|
31,466
|
|
(1)
|
Deductions represent accounts written off, net of recoveries.
|
|
As of December 31,
|
||||||
Short-term:
|
2014
|
|
2013
|
||||
Student loans receivable (non-tuition related)
|
$
|
509
|
|
|
$
|
587
|
|
Student loans receivable (tuition related)
|
626
|
|
|
621
|
|
||
Current student loans receivable
|
1,135
|
|
|
1,208
|
|
||
Less allowance for doubtful accounts
|
132
|
|
|
165
|
|
||
Student loans receivable, net
|
$
|
1,003
|
|
|
$
|
1,043
|
|
|
|
|
|
||||
|
As of December 31,
|
||||||
Long-term:
|
2014
|
|
2013
|
||||
Student loans receivable (non-tuition related)
|
$
|
4,805
|
|
|
$
|
7,347
|
|
Student loans receivable (tuition related)
|
6,068
|
|
|
6,417
|
|
||
Non-current student loans receivable
|
10,873
|
|
|
13,764
|
|
||
Less allowance for doubtful accounts
|
1,363
|
|
|
1,979
|
|
||
Student loans receivable, net
|
$
|
9,510
|
|
|
$
|
11,785
|
|
|
Beginning
Balance
|
|
Charged to
Expense
|
|
Deductions(1)
|
|
Ending
Balance
|
||||||||
Allowance for doubtful student loans receivable:
|
|
|
|
|
|
|
|
||||||||
For the year ended December 31, 2014
|
$
|
2,144
|
|
|
$
|
331
|
|
|
$
|
(980
|
)
|
|
$
|
1,495
|
|
For the year ended December 31, 2013
|
1,895
|
|
|
268
|
|
|
(19
|
)
|
|
2,144
|
|
||||
For the year ended December 31, 2012
|
2,070
|
|
|
(27
|
)
|
|
(148
|
)
|
|
1,895
|
|
(1)
|
Deductions represent accounts written off, net of recoveries.
|
Less than 120 days
|
$
|
16,138
|
|
From 120 - 269 days
|
1,159
|
|
|
Greater than 270 days
|
2,099
|
|
|
Total gross student loans receivable
|
19,396
|
|
|
Less: Amounts reserved or impaired
|
(5,927
|
)
|
|
Less: Discount on student loans receivable
|
(2,956
|
)
|
|
Total student loans receivable, net
|
$
|
10,513
|
|
|
As of December 31,
|
||||||
|
2014
|
|
2013
|
||||
Prepaid expenses
|
$
|
8,500
|
|
|
$
|
10,814
|
|
Prepaid licenses
|
5,598
|
|
|
5,833
|
|
||
Prepaid income taxes
|
2,945
|
|
|
195
|
|
||
Prepaid insurance
|
1,508
|
|
|
1,131
|
|
||
Workers compensation
|
1,440
|
|
|
2,814
|
|
||
Interest receivable
|
424
|
|
|
86
|
|
||
Other current assets
|
2,403
|
|
|
690
|
|
||
Total prepaid expenses and other current assets
|
$
|
22,818
|
|
|
$
|
21,563
|
|
|
As of December 31,
|
||||||
|
2014
|
|
2013
|
||||
Land
|
$
|
7,091
|
|
|
$
|
7,091
|
|
Buildings
|
29,540
|
|
|
28,916
|
|
||
Furniture and office equipment
|
81,030
|
|
|
84,852
|
|
||
Software
|
12,454
|
|
|
10,075
|
|
||
Leasehold improvements
|
21,096
|
|
|
24,360
|
|
||
Vehicles
|
147
|
|
|
147
|
|
||
Total property and equipment
|
151,358
|
|
|
155,441
|
|
||
Less accumulated depreciation and amortization
|
(73,139
|
)
|
|
(64,016
|
)
|
||
Total property and equipment, net
|
$
|
78,219
|
|
|
$
|
91,425
|
|
|
December 31, 2014
|
||||||||||
Definite-lived intangible assets:
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net Carrying Amount
|
||||||
Capitalized curriculum costs
|
$
|
18,174
|
|
|
$
|
(9,526
|
)
|
|
$
|
8,648
|
|
Purchased intangible assets
|
15,850
|
|
|
(2,290
|
)
|
|
13,560
|
|
|||
Total definite-lived intangible assets
|
$
|
34,024
|
|
|
$
|
(11,816
|
)
|
|
$
|
22,208
|
|
Goodwill and indefinite-lived intangibles
|
|
|
|
|
2,567
|
|
|||||
Total goodwill and intangibles, net
|
|
|
|
|
$
|
24,775
|
|
||||
|
|
|
|
|
|
||||||
|
December 31, 2013
|
||||||||||
Definite-lived intangible assets:
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net Carrying Amount
|
||||||
Capitalized curriculum costs
|
$
|
14,540
|
|
|
$
|
(5,035
|
)
|
|
$
|
9,505
|
|
Purchased intangible assets
|
15,857
|
|
|
(1,051
|
)
|
|
14,806
|
|
|||
Total definite-lived intangible assets
|
$
|
30,397
|
|
|
$
|
(6,086
|
)
|
|
$
|
24,311
|
|
Goodwill and indefinite-lived intangibles
|
|
|
|
|
2,567
|
|
|||||
Total goodwill and intangibles, net
|
|
|
|
|
$
|
26,878
|
|
Year Ended December 31,
|
|
|
||
2015
|
$
|
5,575
|
|
|
2016
|
4,063
|
|
||
2017
|
2,466
|
|
||
2018
|
1,471
|
|
||
2019
|
1,233
|
|
||
Thereafter
|
7,400
|
|
||
Total future amortization expense
|
$
|
22,208
|
|
|
As of December 31,
|
||||||
|
2014
|
|
2013
|
||||
Accrued salaries and wages
|
$
|
8,250
|
|
|
$
|
12,790
|
|
Accrued bonus
|
2,720
|
|
|
2,277
|
|
||
Accrued vacation
|
9,771
|
|
|
9,696
|
|
||
Accrued litigation and fees
|
542
|
|
|
8,000
|
|
||
Accrued expenses
|
18,223
|
|
|
15,079
|
|
||
Rent liability
|
8,528
|
|
|
2,446
|
|
||
Accrued workers compensation
|
2,920
|
|
|
4,002
|
|
||
Accrued income taxes payable
|
449
|
|
|
—
|
|
||
Total accrued liabilities
|
$
|
51,403
|
|
|
$
|
54,290
|
|
|
As of December 31,
|
||||||
|
2014
|
|
2013
|
||||
Deferred revenue
|
$
|
26,445
|
|
|
$
|
29,279
|
|
Student deposits
|
81,603
|
|
|
103,512
|
|
||
Total deferred revenue and student deposits
|
$
|
108,048
|
|
|
$
|
132,791
|
|
|
As of December 31,
|
||||||
|
2014
|
|
2013
|
||||
Uncertain tax positions
|
$
|
7,586
|
|
|
$
|
7,466
|
|
Legal settlements
|
1,000
|
|
|
1,000
|
|
||
Other long-term liabilities
|
1,066
|
|
|
805
|
|
||
Total other long term liabilities
|
$
|
9,652
|
|
|
$
|
9,271
|
|
Year Ended December 31,
|
|
|
||
2015
|
$
|
37,511
|
|
|
2016
|
37,449
|
|
||
2017
|
37,363
|
|
||
2018
|
32,698
|
|
||
2019
|
22,148
|
|
||
Thereafter
|
20,948
|
|
||
Total minimum payments
|
$
|
188,117
|
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Numerator:
|
|
|
|
|
|
||||||
Net income
|
$
|
9,668
|
|
|
$
|
45,883
|
|
|
$
|
121,146
|
|
Denominator:
|
|
|
|
|
|
||||||
Weighted average number of common shares outstanding
|
45,204
|
|
|
53,923
|
|
|
52,947
|
|
|||
Effect of dilutive options and restricted stock units
|
1,308
|
|
|
1,482
|
|
|
2,762
|
|
|||
Effect of dilutive warrants
|
—
|
|
|
82
|
|
|
237
|
|
|||
Diluted weighted average number of common shares outstanding
|
46,512
|
|
|
55,487
|
|
|
55,946
|
|
|||
Earnings per common share:
|
|
|
|
|
|
||||||
Basic earnings per common share
|
$
|
0.21
|
|
|
$
|
0.85
|
|
|
$
|
2.29
|
|
Diluted earnings per common share
|
0.21
|
|
|
0.83
|
|
|
2.17
|
|
|
Year Ended December 31,
|
|||||||
(in thousands)
|
2014
|
|
2013
|
|
2012
|
|||
Options
|
2,660
|
|
|
3,004
|
|
|
2,524
|
|
Restricted stock units
|
—
|
|
|
3
|
|
|
—
|
|
|
Options
Outstanding
|
|
Weighted-
Average
Exercise
Price
|
|
Weighted-
Average
Remaining
Contractual
Term
(in years)
|
|
Aggregate
Intrinsic Value
|
|||||
December 31, 2011
|
8,280
|
|
|
$
|
7.70
|
|
|
5.90
|
|
$
|
127,308
|
|
Granted
|
1,595
|
|
|
22.59
|
|
|
|
|
|
|||
Exercised
|
(3,128
|
)
|
|
0.72
|
|
|
|
|
|
|||
Forfeitures and expired
|
(335
|
)
|
|
19.79
|
|
|
|
|
|
|||
December 31, 2012
|
6,412
|
|
|
14.17
|
|
|
7.21
|
|
$
|
9,010
|
|
|
Granted
|
483
|
|
|
10.23
|
|
|
|
|
|
|||
Exercised
|
(1,060
|
)
|
|
9.87
|
|
|
|
|
|
|||
Forfeitures and expired
|
(345
|
)
|
|
20.65
|
|
|
|
|
|
|||
December 31, 2013
|
5,490
|
|
|
14.25
|
|
|
6.52
|
|
$
|
28,769
|
|
|
Granted
|
403
|
|
|
14.35
|
|
|
|
|
|
|||
Exercised
|
(388
|
)
|
|
8.01
|
|
|
|
|
|
|||
Forfeitures and expired
|
(337
|
)
|
|
21.43
|
|
|
|
|
|
|||
December 31, 2014
|
5,168
|
|
|
$
|
14.26
|
|
|
5.73
|
|
$
|
7,732
|
|
Vested and expected to vest at December 31, 2014
|
5,134
|
|
|
$
|
14.25
|
|
|
5.71
|
|
$
|
7,720
|
|
Exercisable at December 31, 2014
|
4,070
|
|
|
$
|
13.72
|
|
|
5.11
|
|
$
|
7,367
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
Weighted average exercise price per share
|
$
|
14.35
|
|
|
$
|
10.23
|
|
|
$
|
22.59
|
|
Risk-free interest rate
|
2.0
|
%
|
|
1.0
|
%
|
|
1.2
|
%
|
|||
Expected dividend yield
|
—
|
|
|
—
|
|
|
—
|
|
|||
Expected volatility
|
55.1
|
%
|
|
58.9
|
%
|
|
54.6
|
%
|
|||
Expected life (in years)
|
5.75
|
|
|
5.85
|
|
|
5.67
|
|
|||
Forfeiture rate
|
6.0
|
%
|
|
5.0
|
%
|
|
4.0
|
%
|
|||
Weighted average grant date fair value per share
|
$
|
7.43
|
|
|
$
|
5.48
|
|
|
$
|
11.26
|
|
|
2014
|
||
Grant price per share
|
$
|
11.54
|
|
Risk-free interest rate
|
1.4
|
%
|
|
Expected dividend yield
|
—
|
|
|
Historical volatility
|
50.0
|
%
|
|
Expected life (in years)
|
4.0
|
|
|
Forfeiture rate
|
6.0
|
%
|
|
Weighted average grant date fair value per share
|
$
|
5.39
|
|
|
Restricted Stock Units and Performance Stock Units
|
|||||||||||||||||||
|
Time Based
|
|
Performance-Based
|
|
Market-Based
|
|||||||||||||||
|
Number of Shares
|
|
Weighted Average
Grant Date
Fair Value
|
|
Number of Shares
|
|
Weighted Average
Grant Date
Fair Value
|
|
Number of Shares
|
|
Weighted Average
Grant Date
Fair Value
|
|||||||||
Balance at December 31, 2011
|
56,855
|
|
|
$
|
23.97
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
Awarded
|
362,199
|
|
|
9.72
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Vested
|
(56,855
|
)
|
|
23.97
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Canceled
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Balance at December 31, 2012
|
362,199
|
|
|
9.72
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Awarded
|
1,016,035
|
|
|
10.50
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Vested
|
(181,104
|
)
|
|
9.72
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Canceled
|
(98,613
|
)
|
|
10.39
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Balance at December 31, 2013
|
1,098,517
|
|
|
10.38
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Awarded
|
786,250
|
|
|
14.33
|
|
|
—
|
|
|
—
|
|
|
975,295
|
|
|
5.39
|
|
|||
Vested
|
(393,106
|
)
|
|
10.15
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Canceled
|
(212,572
|
)
|
|
11.89
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Balance at December 31, 2014
|
1,279,089
|
|
|
$
|
12.63
|
|
|
—
|
|
|
$
|
—
|
|
|
975,295
|
|
|
$
|
5.39
|
|
|
As of December 31,
|
||||||
|
2014
|
|
2013
|
||||
Deferred tax assets:
|
|
|
|
||||
Net operating loss
|
$
|
211
|
|
|
$
|
235
|
|
Fixed assets
|
194
|
|
|
214
|
|
||
Bad debt
|
2,338
|
|
|
463
|
|
||
Vacation accrual
|
2,956
|
|
|
2,762
|
|
||
Stock-based compensation
|
16,291
|
|
|
15,341
|
|
||
Deferred rent
|
11,580
|
|
|
9,944
|
|
||
State tax
|
2,257
|
|
|
2,310
|
|
||
Bonus accrual
|
1,023
|
|
|
849
|
|
||
Unearned interest
|
1,118
|
|
|
1,281
|
|
||
Accrued expenses
|
2,121
|
|
|
4,377
|
|
||
Revenue reserves
|
9,820
|
|
|
8,992
|
|
||
Other
|
107
|
|
|
—
|
|
||
Total deferred tax assets
|
50,016
|
|
|
46,768
|
|
||
Valuation allowance
|
—
|
|
|
—
|
|
||
Net deferred tax assets
|
50,016
|
|
|
46,768
|
|
||
Deferred tax liabilities:
|
|
|
|
||||
Fixed assets and intangibles
|
(8,540
|
)
|
|
(11,550
|
)
|
||
Unrealized gain on investments
|
—
|
|
|
(28
|
)
|
||
Total deferred tax liabilities
|
(8,540
|
)
|
|
(11,578
|
)
|
||
Total net deferred tax assets
|
$
|
41,476
|
|
|
$
|
35,190
|
|
|
As of December 31,
|
||||||
|
2014
|
|
2013
|
||||
Current deferred tax assets
|
$
|
21,301
|
|
|
$
|
16,683
|
|
Current deferred tax liabilities
|
—
|
|
|
—
|
|
||
Noncurrent deferred tax assets
|
20,175
|
|
|
18,507
|
|
||
Noncurrent deferred tax liabilities
|
—
|
|
|
—
|
|
||
Total
|
$
|
41,476
|
|
|
$
|
35,190
|
|
|
Year Ended December 31,
|
||||||||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||||||||
Computed expected federal tax expense
|
$
|
6,018
|
|
35.0
|
%
|
|
$
|
25,041
|
|
35.0
|
%
|
|
$
|
68,305
|
|
35.0
|
%
|
State taxes, net of federal benefit
|
426
|
|
2.5
|
|
|
1,466
|
|
2.0
|
|
|
4,042
|
|
2.2
|
|
|||
Permanent differences
|
1,125
|
|
6.5
|
|
|
1,295
|
|
1.8
|
|
|
1,314
|
|
0.6
|
|
|||
Uncertain tax positions
|
424
|
|
2.5
|
|
|
(1,762
|
)
|
(2.5
|
)
|
|
575
|
|
0.2
|
|
|||
Credits
|
(470
|
)
|
(2.7
|
)
|
|
(378
|
)
|
(0.4
|
)
|
|
(240
|
)
|
(0.1
|
)
|
|||
Other
|
4
|
|
—
|
|
|
—
|
|
—
|
|
|
16
|
|
—
|
|
|||
Income tax expense
|
$
|
7,527
|
|
43.8
|
%
|
|
$
|
25,662
|
|
35.9
|
%
|
|
$
|
74,012
|
|
37.9
|
%
|
Unrecognized tax benefits at December 31, 2012
|
$
|
9,266
|
|
Gross increases-tax positions in prior period
|
—
|
|
|
Gross decreases-tax positions in prior period
|
(5
|
)
|
|
Gross increases-current period tax positions
|
100
|
|
|
Settlements
|
—
|
|
|
Lapse of statute of limitations
|
(1,974
|
)
|
|
Unrecognized tax benefits at December 31, 2013
|
7,387
|
|
|
Gross increases-tax positions in prior period
|
13,869
|
|
|
Gross decreases-tax positions in prior period
|
(23
|
)
|
|
Gross increases-current period tax positions
|
53
|
|
|
Settlements
|
(409
|
)
|
|
Lapse of statute of limitations
|
—
|
|
|
Unrecognized tax benefits at December 31, 2014
|
$
|
20,877
|
|
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
||||||||
|
(In thousands, except per share data)
|
||||||||||||||
2014
|
|
|
|
|
|
|
|
||||||||
Revenue
|
$
|
157,270
|
|
|
$
|
171,522
|
|
|
$
|
162,654
|
|
|
$
|
147,259
|
|
Operating income (loss)
|
(7,858
|
)
|
|
22,414
|
|
|
10,581
|
|
|
(10,826
|
)
|
||||
Net income (loss)
|
(4,330
|
)
|
|
12,955
|
|
|
6,291
|
|
|
(5,248
|
)
|
||||
Earnings (loss) per common share:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
(0.10
|
)
|
|
$
|
0.29
|
|
|
$
|
0.14
|
|
|
$
|
(0.12
|
)
|
Diluted
|
(0.10
|
)
|
|
0.28
|
|
|
0.14
|
|
|
(0.12
|
)
|
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
||||||||
|
(In thousands, except per share data)
|
||||||||||||||
2013
|
|
|
|
|
|
|
|
||||||||
Revenue
|
$
|
212,986
|
|
|
$
|
193,470
|
|
|
$
|
182,768
|
|
|
$
|
162,225
|
|
Operating income
|
39,676
|
|
|
19,133
|
|
|
19,524
|
|
|
(9,870
|
)
|
||||
Net income
|
24,667
|
|
|
12,114
|
|
|
14,211
|
|
|
(5,109
|
)
|
||||
Earnings per common share:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.46
|
|
|
$
|
0.22
|
|
|
$
|
0.26
|
|
|
$
|
(0.10
|
)
|
Diluted
|
0.45
|
|
|
0.22
|
|
|
0.25
|
|
|
(0.10
|
)
|
Exhibit
|
|
Description of Document
|
|
Filed Herewith
|
|
Incorporated by Reference
|
|
Form
|
|
Exhibit No.
|
|
Date Filed
|
||
|
|
Acquisition Agreements
|
|
|
|
|
|
|
|
|
|
|
||
2.1
|
|
|
Purchase and Sale Agreement dated December 3, 2004, as amended, among The Franciscan University of the Prairies, the Sisters of St. Francis and the registrant.
|
|
|
|
X
|
|
S-1
|
|
2.1
|
|
|
February 17, 2009
|
2.2
|
|
|
Asset Purchase and Sale Agreement dated September 12, 2007 between the Colorado School of Professional Psychology and the registrant.
|
|
|
|
X
|
|
S-1
|
|
2.2
|
|
|
February 17, 2009
|
|
|
Charter Documents and Instruments Defining Rights of Security Holders
|
|
|
|
|
|
|
|
|
|
|
||
3.1
|
|
|
Fifth Amended and Restated Certificate of Incorporation.
|
|
|
|
X
|
|
10-Q
|
|
3.1
|
|
|
May 21, 2009
|
3.2
|
|
|
Second Amended and Restated Bylaws.
|
|
|
|
X
|
|
S-1
|
|
3.4
|
|
|
March 20, 2009
|
4.1
|
|
|
Specimen of Stock Certificate.
|
|
|
|
X
|
|
S-1
|
|
4.1
|
|
|
March 30, 2009
|
4.2
|
|
|
Second Amended and Restated Registration Rights Agreement dated August 26, 2009 among the registrant and the other persons named therein.
|
|
|
|
X
|
|
S-1
|
|
4.4
|
|
|
September 4, 2009
|
|
|
Employee Benefit Plans
|
|
|
|
|
|
|
|
|
|
|
||
10.1
|
|
*
|
Amended and Restated 2005 Stock Incentive Plan.
|
|
|
|
X
|
|
S-1
|
|
10.1
|
|
|
December 22, 2008
|
10.2
|
|
*
|
2005 Stock Incentive Plan-Form of Stock Option Agreement and Notice of Option Grant for Founders.
|
|
|
|
X
|
|
S-1
|
|
10.2
|
|
|
February 17, 2009
|
10.3
|
|
*
|
2005 Stock Incentive Plan-Form of Stock Option Agreement and Notice of Option Grant for Charlene Dackerman, Jane McAuliffe, Ross Woodard and other non-executive employees.
|
|
|
|
X
|
|
S-1
|
|
10.3
|
|
|
February 17, 2009
|
10.4
|
|
*
|
2005 Stock Incentive Plan-Form of Stock Option Agreement and Notice of Option Grant for Andrew S. Clark, Daniel J. Devine, Rodney T. Sheng and Christopher L. Spohn.
|
|
|
|
X
|
|
S-1
|
|
10.4
|
|
|
February 17, 2009
|
10.5
|
|
*
|
2005 Stock Incentive Plan-Form of Stock Option Agreement and Notice of Option Grant for Robert Hartman.
|
|
|
|
X
|
|
S-1
|
|
10.12
|
|
|
February 17, 2009
|
10.6
|
|
*
|
Amended and Restated 2005 Stock Incentive Plan-Form of Stock Option Agreement and Notice of Option Grant for Charlene Dackerman, Jane McAuliffe, Ross Woodard and other non-executive employees.
|
|
|
|
X
|
|
8-K
|
|
10.13
|
|
|
January 12, 2010
|
10.7
|
|
*
|
Amended and Restated 2005 Stock Incentive Plan-Form of Stock Option Agreement and Notice of Option Grant for Andrew S. Clark, Daniel J. Devine, Rodney T. Sheng and Christopher L. Spohn.
|
|
|
|
X
|
|
8-K
|
|
10.14
|
|
|
January 12, 2010
|
10.8
|
|
*
|
Amended and Restated 2005 Stock Incentive Plan-Amendment to Stock Option Award
|
|
|
|
X
|
|
S-1
|
|
10.33
|
|
|
March 30, 2009
|
Exhibit
|
|
Description of Document
|
|
Filed Herewith
|
|
Incorporated by Reference
|
|
Form
|
|
Exhibit No.
|
|
Date Filed
|
||
10.9
|
|
*
|
Amended and Restated 2009 Stock Incentive Plan.
|
|
|
|
X
|
|
8-K
|
|
10.1
|
|
|
May 16, 2013
|
10.10
|
|
*
|
Amended and Restated 2009 Stock Incentive Plan - Form of Nonstatutory Stock Option Agreement for Executives and Senior Management.
|
|
|
|
X
|
|
S-8
|
|
99.4
|
|
|
May 13, 2009
|
10.11
|
|
*
|
Amended and Restated 2009 Stock Option Plan - Form of Nonstatutory Stock Option Agreement (effective March 2011).
|
|
|
|
X
|
|
10-Q
|
|
10.3
|
|
|
May 3, 2011
|
10.12
|
|
*
|
Amended and Restated 2009 Stock Incentive Plan - Form of Incentive Stock Option Agreement for Executives and Senior Management.
|
|
|
|
X
|
|
S-8
|
|
99.5
|
|
|
May 13, 2009
|
10.13
|
|
*
|
2009 Stock Incentive Plan - Form of Restricted Stock Unit Award Agreement (Deferred Settlement).
|
|
|
|
X
|
|
8-K
|
|
99.1
|
|
|
June 27, 2011
|
10.14
|
|
*
|
2009 Stock Incentive Plan - Form of Restricted Stock Unit Award Agreement (General).
|
|
|
|
X
|
|
8-K
|
|
99.2
|
|
|
June 27, 2011
|
10.15
|
|
*
|
Amended and Restated 2009 Stock Incentive Plan - Form of Performance Stock Unit Award Agreement.
|
|
|
|
X
|
|
8-K
|
|
10.1
|
|
|
December 23, 2014
|
10.16
|
|
*
|
Amended and Restated 2009 Stock Incentive Plan - Amendment to Performance Stock Unit Award Agreement
|
|
X
|
|
|
|
|
|
|
|
|
|
10.17
|
|
*
|
Form of Non-Plan Stock Option Agreement
|
|
|
|
X
|
|
S-8
|
|
99.6
|
|
|
May 13, 2009
|
10.18
|
|
*
|
Form of Compensatory Warrant Agreement.
|
|
|
|
X
|
|
S-1
|
|
4.1
|
|
|
March 20, 2009
|
10.19
|
|
*
|
Amended and Restated Employee Stock Purchase Plan.
|
|
|
|
X
|
|
8-K
|
|
99.1
|
|
|
March 22, 2010
|
10.20
|
|
*
|
Bridgepoint Education Nonqualified Deferred Compensation Plan
|
|
|
|
X
|
|
10-Q
|
|
10.7
|
|
|
May 3, 2010
|
|
|
|
Agreements with Executive Officers, Directors and Warburg Pincus
|
|
|
|
|
|
|
|
|
|
|
|
10.21
|
|
*
|
Amended and Restated Employment Agreement between Andrew S. Clark and the registrant.
|
|
X
|
|
|
|
|
|
|
|
|
|
10.22
|
|
*
|
Employment Agreement between Daniel J. Devine and the registrant.
|
|
|
|
X
|
|
S-1
|
|
10.25
|
|
|
March 20, 2009
|
10.23
|
|
*
|
Employment Agreement between Rodney T. Sheng and the registrant.
|
|
|
|
X
|
|
S-1
|
|
10.27
|
|
|
March 20, 2009
|
10.24
|
|
*
|
Offer Letter to Diane Thompson.
|
|
|
|
X
|
|
S-1
|
|
10.28
|
|
|
March 20, 2009
|
10.25
|
|
*
|
Offer Letter to Thomas Ashbrook.
|
|
|
|
X
|
|
S-1
|
|
10.29
|
|
|
March 20, 2009
|
10.26
|
|
*
|
Offer Letter to Douglas C. Abts.
|
|
|
|
X
|
|
10-K
|
|
10.23
|
|
|
March 2, 2011
|
10.27
|
|
*
|
Executive Severance Plan.
|
|
|
|
X
|
|
S-1
|
|
10.31
|
|
|
March 20, 2009
|
10.28
|
|
*
|
Form of Severance Agreement under the Executive Severance Plan.
|
|
|
|
X
|
|
S-1
|
|
10.32
|
|
|
March 20, 2009
|
10.29
|
|
*
|
Offer Letter to Dale Crandall.
|
|
|
|
X
|
|
S-1
|
|
10.30
|
|
|
March 20, 2009
|
10.30
|
|
*
|
Offer Letter to Marye Anne Fox.
|
|
|
|
X
|
|
10-K
|
|
10.30
|
|
|
March 7, 2012
|
10.31
|
|
*
|
Offer Letter to Andrew Miller.
|
|
|
|
X
|
|
10-K
|
|
10.31
|
|
|
March 7, 2012
|
10.32
|
|
*
|
Form of Indemnification Agreement for Executive Officers and Directors (before January 1, 2012).
|
|
|
|
X
|
|
S-1
|
|
10.8
|
|
|
December 22, 2008
|
10.33
|
|
*
|
Form of Indemnification Agreement (after January 1, 2012).
|
|
|
|
X
|
|
10-K
|
|
10.33
|
|
|
March 7, 2012
|
10.34
|
|
*
|
Stock Ownership Guidelines (after December 31, 2011 and prior to May 14, 2013).
|
|
|
|
X
|
|
10-K
|
|
10.34
|
|
|
March 7, 2012
|
10.35
|
|
*
|
Stock Ownership Guidelines (effective May 14, 2013).
|
|
|
|
X
|
|
10-K
|
|
10.33
|
|
|
March 17, 2014
|
10.36
|
|
|
Nominating Agreement between Warburg Pincus and the registrant.
|
|
|
|
X
|
|
S-1
|
|
10.11
|
|
|
February 17, 2009
|
|
|
Bank Documents
|
|
|
|
|
|
|
|
|
|
|
||
10.37
|
|
|
Credit Agreement dated January 29, 2010 with Comerica Bank
|
|
|
|
X
|
|
8-K
|
|
99.1
|
|
|
February 3, 2010
|
10.38
|
|
|
Revolving Credit Note dated January 29, 2010 with Comerica Bank
|
|
|
|
X
|
|
8-K
|
|
99.2
|
|
|
February 3, 2010
|
10.39
|
|
|
Security Agreement dated January 29, 2010 with Comerica Bank
|
|
|
|
X
|
|
8-K
|
|
99.3
|
|
|
February 3, 2010
|
10.40
|
|
|
First Amendment to Loan Documents with Comerica Bank dated July 30, 2010
|
|
|
|
X
|
|
10-Q
|
|
10.1
|
|
|
August 3, 2010
|
10.41
|
|
|
Second Amendment to Loan Documents with Comerica Bank dated August 6, 2010.
|
|
|
|
X
|
|
10-Q
|
|
10.2
|
|
|
November 2, 2010
|
10.42
|
|
|
Third Amendment to Loan Documents with Comerica Bank dated December 1, 2010.
|
|
|
|
X
|
|
10-K
|
|
10.39
|
|
|
March 2, 2011
|
10.43
|
|
|
Fourth Amendment to Loan Documents with Comerica Bank, dated May 2, 2011.
|
|
|
|
X
|
|
10-Q
|
|
10.1
|
|
|
August 2, 2011
|
Exhibit
|
|
Description of Document
|
|
Filed Herewith
|
|
Incorporated by Reference
|
|
Form
|
|
Exhibit No.
|
|
Date Filed
|
||
10.44
|
|
|
Fifth Amendment to Loan Documents with Comerica Bank, dated January 27, 2012.
|
|
|
|
X
|
|
10-K
|
|
10.43
|
|
|
March 7, 2012
|
10.45
|
|
|
Sixth Amendment to Loan Documents with Comerica Bank, dated March 30, 2012.
|
|
|
|
X
|
|
10-Q
|
|
10.6
|
|
|
May 1, 2012
|
10.46
|
|
|
Amended and Restated Revolving Credit Agreement with Comerica Bank, dated as of April 13, 2012.
|
|
|
|
X
|
|
10-Q
|
|
10.1
|
|
|
August 7, 2012
|
|
|
Material Real Estate Leases
|
|
|
|
|
|
|
|
|
|
|
||
10.47
|
|
†
|
Office Lease dated January 31, 2008 with Kilroy Realty, L.P., as amended by the First Amendment thereto dated December 1, 2008, related to the premises located at 13480 Evening Creek Drive North, San Diego, California.
|
|
|
|
X
|
|
S-1
|
|
10.15
|
|
|
April 13, 2009
|
10.48
|
|
†
|
Second Amendment to Office Lease dated June 3, 2009, with Kilroy Realty L.P., related to the premises located at 13480 Evening Creek Drive North, San Diego, California.
|
|
|
|
X
|
|
10-Q
|
|
10.2
|
|
|
August 11, 2009
|
10.49
|
|
†
|
Office Lease and Sublease Agreements, related to the premises located at 13500 Evening Creek Drive North, San Diego, California.
|
|
|
|
X
|
|
S-1
|
|
10.16
|
|
|
April 13, 2009
|
10.50
|
|
†
|
First Amendment to Office Lease dated March 12, 2010, with Kilroy Realty, L.P., related to the premises located at 13500 Evening Creek Drive North, San Diego, California.
|
|
|
|
X
|
|
10-Q
|
|
10.5
|
|
|
May 3, 2010
|
10.51
|
|
†
|
Second Amendment to Office Lease with Kilroy Realty, L.P., dated February 29, 2012, related to the premises located at 13500 Evening Creek Drive North, San Diego, California.
|
|
|
|
X
|
|
10-Q
|
|
10.5
|
|
|
May 1, 2012
|
10.52
|
|
†
|
Office Lease dated June 26, 2009, with Kilroy Realty, L.P., related to the premises located at 13520 Evening Creek Drive North, San Diego, California.
|
|
|
|
X
|
|
10-Q
|
|
10.1
|
|
|
August 11, 2009
|
10.53
|
|
†
|
Standard Form Modified Gross Office Lease dated October 22, 2008, and addendum, with Sunroad Centrum Office I, L.P. related to the premises located at 8620 Spectrum Center Lane, San Diego, California.
|
|
|
|
X
|
|
S-1
|
|
10.17
|
|
|
March 2, 2009
|
10.54
|
|
†
|
First Amendment to Standard Form Modified Gross Office Lease dated September 16, 2011, with Sunroad Centrum Office I, L.P., related to the premises located at 8620 Spectrum Center Lane, San Diego, California.
|
|
|
|
X
|
|
10-Q
|
|
10.4
|
|
|
December 16, 2011
|
10.55
|
|
†
|
Office Lease dated February 28, 2011 with WSC 1515 Arapahoe Investors V, L.L.C., related to the premises located at located at 1515 Arapahoe Street, Denver, Colorado.
|
|
|
|
X
|
|
10-Q
|
|
10.1
|
|
|
May 3, 2011
|
10.56
|
|
†
|
Commencement Date Memorandum and First Amendment to Office Lease dated November 18, 2011 with WSC 1515 Arapahoe Investors V, L.L.C., related to the premises located at located at 1515 Arapahoe Street, Denver, Colorado.
|
|
|
|
X
|
|
10-K
|
|
10.55
|
|
|
March 7, 2012
|
10.57
|
|
†
|
Lease dated August 8, 2011, with CCP/MS SSIII Denver Tabor Center I Property Owner LLC, related to the premises located at 1200 17th Street and 1201 16th Street, Denver, Colorado.
|
|
|
|
X
|
|
10-Q
|
|
10.3
|
|
|
November 1, 2011
|
10.58
|
|
†
|
First Amendment dated June 28, 2012, with CCP/MS SSIII Denver Tabor Center I Property Owner LLC, related to the premises located at 1200 17th Street and 1201 16th Street, Denver, Colorado.
|
|
|
|
X
|
|
10-Q
|
|
10.2
|
|
|
August 7, 2012
|
|
|
Material Strategic Agreements
|
|
|
|
|
|
|
|
|
|
|
||
10.59
|
|
†
|
Master Services and License Agreement dated September 29, 2009, with eCollege.com
|
|
|
|
X
|
|
8-K
|
|
99.1
|
|
|
October 1, 2009
|
10.60
|
|
†
|
First Addendum to Master Services and License Agreement dated November 9, 2009 with eCollege.com
|
|
|
|
X
|
|
10-K
|
|
10.45
|
|
|
March 2, 2010
|
10.61
|
|
†
|
Second Addendum to Master Services and License Agreement dated December 15, 2009 with eCollege.com
|
|
|
|
X
|
|
10-K
|
|
10.46
|
|
|
March 2, 2010
|
10.62
|
|
†
|
Third Addendum to Master Services and License Agreement dated January 12, 2010 with eCollege.com
|
|
|
|
X
|
|
10-K
|
|
10.47
|
|
|
March 2, 2010
|
10.63
|
|
†
|
Fourth Addendum to Master Services and License Agreement dated October 14, 2010 with eCollege.com
|
|
|
|
X
|
|
10-K
|
|
10.54
|
|
|
March 2, 2011
|
10.64
|
|
†
|
Fifth Addendum to Master Services and License Agreement dated January 30, 2015 with eCollege.com
|
|
|
|
X
|
|
8-K
|
|
10.1
|
|
|
February 3, 2015
|
10.65
|
|
†
|
Software License Agreement and Campuscare Support Agreement between Campus Management Corp. and the registrant.
|
|
|
|
X
|
|
S-1
|
|
10.21
|
|
|
March 30, 2009
|
10.66
|
|
†
|
Addenda to Software License Agreement with Campus Management Corp. dated June 29, 2009.
|
|
|
|
X
|
|
10-Q
|
|
10.5
|
|
|
August 11, 2009
|
Exhibit
|
|
Description of Document
|
|
Filed Herewith
|
|
Incorporated by Reference
|
|
Form
|
|
Exhibit No.
|
|
Date Filed
|
||
10.67
|
|
†
|
Addendum to CampusCare Maintenance and Support Agreement dated February 11, 2011 with Campus Management Corporation.
|
|
|
|
X
|
|
10-Q
|
|
10.2
|
|
|
May 3, 2011
|
10.68
|
|
†
|
CampusCare Maintenance and Support Renewal dated December 28, 2011, with Campus Management Corp.
|
|
|
|
X
|
|
10-K
|
|
10.67
|
|
|
March 7, 2012
|
10.69
|
|
†
|
Addendum to Software License Agreement with Campus Management Corp. dated June 29, 2012.
|
|
|
|
X
|
|
10-K
|
|
10.72
|
|
|
March 12, 2013
|
10.70
|
|
†
|
Addendum to CampusCare Support Agreement dated June 29, 2012 with Campus Management Corporation.
|
|
|
|
X
|
|
10-K
|
|
10.73
|
|
|
March 12, 2013
|
10.71
|
|
†
|
CampusCare Maintenance and Support Renewal dated December 10, 2012, with Campus Management Corp.
|
|
|
|
X
|
|
10-K
|
|
10.68
|
|
|
March 17, 2014
|
10.72
|
|
†
|
CampusCare Maintenance and Support Renewal dated October 24, 2013, with Campus Management Corp.
|
|
|
|
X
|
|
10-K
|
|
10.69
|
|
|
March 17, 2014
|
10.73
|
|
†
|
Addendum to Software License Agreement with Campus Management Corp. dated April 1, 2014.
|
|
|
|
X
|
|
10-Q
|
|
10.1
|
|
|
August 7, 2014
|
10.74
|
|
†
|
Addendum to CampusCare Support Agreement dated April 1, 2014 with Campus Management Corp.
|
|
|
|
X
|
|
10-Q
|
|
10.2
|
|
|
August 7, 2014
|
10.75
|
|
|
General Services Agreement dated January 1, 2009 between Affiliated Computer Services, Inc. and Ashford University, LLC.
|
|
|
|
X
|
|
10-K
|
|
10.68
|
|
|
March 7, 2012
|
10.76
|
|
|
Amendment One to General Services Agreement dated July 14, 2011 between Affiliated Computer Services, Inc. and Ashford University, LLC.
|
|
|
|
X
|
|
10-Q
|
|
10.4
|
|
|
August 2, 2011
|
10.77
|
|
†
|
Amendment One to Task Order One (Central Financial Aid Processing) dated January 2, 2012 between Affiliated Computer Services, Inc. and Ashford University, LLC.
|
|
|
|
X
|
|
10-K
|
|
10.70
|
|
|
March 7, 2012
|
10.78
|
|
|
General Services Agreement dated January 1, 2009 between Affiliated Computer Services, Inc. and University of the Rockies, LLC.
|
|
|
|
X
|
|
10-K
|
|
10.71
|
|
|
March 7, 2012
|
10.79
|
|
|
Amendment One to General Services Agreement dated July 15, 2011 between Affiliated Computer Services, Inc. and University of the Rockies, LLC.
|
|
|
|
X
|
|
10-Q
|
|
10.5
|
|
|
August 2, 2011
|
10.80
|
|
†
|
Amendment One to Task Order One (Central Financial Aid Processing) dated January 2, 2012 between Affiliated Computer Services, Inc. and University of the Rockies, LLC.
|
|
|
|
X
|
|
10-K
|
|
10.73
|
|
|
March 7, 2012
|
10.81
|
|
†
|
License Agreement dated October 31, 2013 between Forbes Education Holdings, Bridgepoint Education, Inc. and Ashford University, LLC.
|
|
|
|
X
|
|
10-K
|
|
10.76
|
|
|
March 17, 2014
|
|
|
Code of Ethics
|
|
|
|
|
|
|
|
|
|
|
||
14.1
|
|
|
Amended and Restated Code of Ethics
|
|
|
|
X
|
|
8-K
|
|
14.1
|
|
|
December 1, 2009
|
|
|
Subsidiaries
|
|
|
|
|
|
|
|
|
|
|
||
21.1
|
|
|
List of subsidiaries of the registrant.
|
|
|
|
X
|
|
10-K
|
|
21.1
|
|
|
March 12, 2013
|
|
|
Consent and Power of Attorney
|
|
|
|
|
|
|
|
|
|
|
||
23.1
|
|
|
Consent of independent registered public accounting firm.
|
|
X
|
|
|
|
|
|
|
|
|
|
24.1
|
|
|
Power of Attorney (included on signature page).
|
|
|
|
X
|
|
10-K
|
|
24.1
|
|
|
March 12, 2013
|
|
|
Certifications Required by Sarbanes-Oxley Act of 2002
|
|
|
|
|
|
|
|
|
|
|
||
31.1
|
|
|
Certification of Andrew S. Clark, CEO and President, 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.
|
|
X
|
|
|
|
|
|
|
|
|
|
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.
|
|
X
|
|
|
|
|
|
|
|
|
|
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, CEO and President, and Daniel J. Devine, Chief Financial Officer
|
|
X
|
|
|
|
|
|
|
|
|
|
99.1
|
|
|
Disclosure required pursuant to Section 13(r) of the Securities Exchange Act of 1934
|
|
|
|
X
|
|
10-K
|
|
99.1
|
|
|
March 17, 2014
|
Exhibit
|
|
Description of Document
|
|
Filed Herewith
|
|
Incorporated by Reference
|
|
Form
|
|
Exhibit No.
|
|
Date Filed
|
||
|
|
Interactive Data
|
|
|
|
|
|
|
|
|
|
|
||
101
|
|
‡
|
The following financial information from our Annual Report on Form 10-K for the fiscal year ended December 31, 2014, filed with the SEC on March 10, 2015, formatted in Extensible Business Reporting Language (“XBRL”): (i) the Consolidated Balance Sheets as of December 31, 2014, and December 31, 2013; (ii) the Consolidated Statements of Income for the years ended December 31, 2014, 2013 and 2012; (iii) the Consolidated Statements of Comprehensive Income for the years ended December 31, 2014, 2013 and 2012 (iv) the Consolidated Statements Stockholder's Equity for the three years ended December 31, 2014; (v) the Consolidated Statements of Cash Flows for the years ended December 31, 2014, 2013 and 2012; and (vi) Notes to Annual Consolidated Financial Statements.
|
|
X
|
|
|
|
|
|
|
|
|
*
|
Indicates management contract or compensatory plan or arrangement.
|
†
|
Portions of this exhibit have been omitted pursuant to a request for confidential treatment and the non-public information has been filed separately with the SEC.
|
‡
|
XBRL information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act, is deemed not filed for purposes of Section 18 of the Exchange Act, and otherwise is not subject to liability under these sections.
|
|
BRIDGEPOINT EDUCATION, INC.
|
|
|
|
/s/ ANDREW S. CLARK
|
|
Andrew S. Clark
(CEO and President)
|
Name
|
|
Title
|
|
Date
|
/s/ ANDREW S. CLARK
|
|
CEO and President (Principal Executive Officer) and a Director
|
|
March 10, 2015
|
Andrew S. Clark
|
|
|
|
|
|
|
|
|
|
/s/ DANIEL J. DEVINE
|
|
Chief Financial Officer (Principal Financial Officer)
|
|
March 10, 2015
|
Daniel J. Devine
|
|
|
|
|
|
|
|
|
|
/s/ RUSSELL SAKAMOTO
|
|
Vice President, Chief Accounting Officer and Corporate Controller (Principal Accounting Officer)
|
|
March 10, 2015
|
Russell Sakamoto
|
|
|
|
|
|
|
|
|
|
/s/ RYAN CRAIG
|
|
Director
|
|
March 10, 2015
|
Ryan Craig
|
|
|
|
|
|
|
|
|
|
/s/ DALE CRANDALL
|
|
Director
|
|
March 10, 2015
|
Dale Crandall
|
|
|
|
|
|
|
|
|
|
/s/ PATRICK HACKETT
|
|
Director
|
|
March 10, 2015
|
Patrick T. Hackett
|
|
|
|
|
|
|
|
|
|
/s/ MARYE ANNE FOX
|
|
Director
|
|
March 10, 2015
|
Marye Anne Fox
|
|
|
|
|
|
|
|
|
|
/s/ ROBERT HARTMAN
|
|
Director
|
|
March 10, 2015
|
Robert Hartman
|
|
|
|
|
|
|
|
|
|
/s/ VICTOR NICHOLS
|
|
Director
|
|
March 10, 2015
|
Victor Nichols
|
|
|
|
|
|
|
|
|
|
/s/ ADARSH SARMA
|
|
Director
|
|
March 10, 2015
|
Adarsh Sarma
|
|
|
|
|
(1)
|
You have incurred a material diminution in your responsibilities, duties or authority, including without limitation a requirement that you report to any person or group of persons other than the Board;
|
(2)
|
You have incurred a material diminution in your Base Salary or annual target bonus amount;
|
(3)
|
Your workplace has been relocated to a new location that is more than thirty miles away from your work location that is specified in Section 1;
|
(4)
|
The Company does not extend the Expiration Date of this Agreement as provided in Section 2; or
|
(5)
|
The Company has materially breached a material provision of this Agreement.
|
ACKNOWLEDGED AND AGREED:
|
|
|
|
|
|
BRIDGEPOINT EDUCATION, INC.
|
ANDREW S. CLARK
|
|
|
/s/ Diane L. Thompson
|
/s/ Andrew S. Clark
|
BY: Diane L. Thompson
|
|
TITLE: SVP, Secretary and General Counsel
|
|
1.
|
I have reviewed this Annual Report on Form 10-K 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 Annual Report on Form 10-K 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)
|
|
|