UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q | | | | | |
(Mark One) | |
☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended SeptemberJune 30, 20212022
or | | | | | |
☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from________________to________________
Commission File Number: 001-34272
ZOVIO INC
(Exact name of registrant as specified in its charter)
| | | | | | | | | | | |
| Delaware | 59-3551629 | |
| (State or other jurisdiction of incorporation or organization) | (IRS Employer Identification No.) | |
1811 E. Northrop Blvd, Chandler, AZ 85286
(Address, including zip code, of principal executive offices)
(858) 668-2586
(Registrant’s telephone number, including area code)
None
(Former name, former address and former fiscal year, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. | | | | | | | | | | | | | | |
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| Non-accelerated filer | ☒ | Smaller reporting company | ☒ |
| | | Emerging growth company | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
Securities registered pursuant to Section 12(b) of the Act: | | | | | | | | |
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Common Stock, par value $0.01 per share | ZVO | The Nasdaq Stock Market LLC |
The total number of shares of common stock outstanding as of October 21, 2021,July 29, 2022, was 33,459,695.34,206,052.
ZOVIO INC
FORM 10-Q
PART I—FINANCIAL INFORMATION
Item 1. Financial Statements
ZOVIO INC
Condensed Consolidated Balance Sheets
(Unaudited)
(In thousands, except par value) | | | As of September 30, 2021 | | As of December 31, 2020 | | As of June 30, 2022 | | As of December 31, 2021 |
ASSETS | ASSETS | | | | ASSETS | | | |
Current assets: | Current assets: | | | | Current assets: | | | |
Cash and cash equivalents | Cash and cash equivalents | $ | 31,608 | | | $ | 35,462 | | Cash and cash equivalents | $ | 20,812 | | | $ | 28,265 | |
Restricted cash | Restricted cash | 9,808 | | | 20,035 | | Restricted cash | 6,079 | | | 9,288 | |
Investments | Investments | 1,322 | | | 1,515 | | Investments | 227 | | | 974 | |
Accounts receivable, net of allowance for credit losses of $1.8 million and $1.2 million at September 30, 2021 and December 31, 2020, respectively | 8,539 | | | 7,204 | | |
Accounts receivable, net of allowance for credit losses of $1.2 million and $0.9 million at June 30, 2022 and December 31, 2021, respectively | | Accounts receivable, net of allowance for credit losses of $1.2 million and $0.9 million at June 30, 2022 and December 31, 2021, respectively | 4,951 | | | 9,631 | |
| Prepaid expenses and other current assets | Prepaid expenses and other current assets | 15,564 | | | 12,617 | | Prepaid expenses and other current assets | 8,633 | | | 13,423 | |
| Total current assets | Total current assets | 66,841 | | | 76,833 | | Total current assets | 40,702 | | | 61,581 | |
Property and equipment, net | Property and equipment, net | 27,711 | | | 30,575 | | Property and equipment, net | 1,100 | | | 26,382 | |
Operating lease assets | Operating lease assets | 29,909 | | | 20,114 | | Operating lease assets | 17,358 | | | 28,881 | |
| Goodwill and intangibles, net | Goodwill and intangibles, net | 29,998 | | | 31,785 | | Goodwill and intangibles, net | 23,915 | | | 29,499 | |
| Other long-term assets | Other long-term assets | 3,316 | | | 1,999 | | Other long-term assets | 2,358 | | | 2,691 | |
Total assets | Total assets | $ | 157,775 | | | $ | 161,306 | | Total assets | $ | 85,433 | | | $ | 149,034 | |
LIABILITIES AND STOCKHOLDERS’ EQUITY | LIABILITIES AND STOCKHOLDERS’ EQUITY | | | | LIABILITIES AND STOCKHOLDERS’ EQUITY | | | |
Current liabilities: | Current liabilities: | | | | Current liabilities: | | | |
Accounts payable and accrued liabilities | Accounts payable and accrued liabilities | $ | 57,878 | | | $ | 62,693 | | Accounts payable and accrued liabilities | $ | 35,523 | | | $ | 74,769 | |
Deferred revenue and student deposits | Deferred revenue and student deposits | 13,083 | | | 8,090 | | Deferred revenue and student deposits | 7,405 | | | 14,939 | |
| Total current liabilities | Total current liabilities | 70,961 | | | 70,783 | | Total current liabilities | 42,928 | | | 89,708 | |
Rent liability | Rent liability | 35,373 | | | 24,125 | | Rent liability | 32,864 | | | 34,205 | |
| Other long-term liabilities | Other long-term liabilities | 8,577 | | | 7,181 | | Other long-term liabilities | 3,036 | | | 5,115 | |
Total liabilities | Total liabilities | 114,911 | | | 102,089 | | Total liabilities | 78,828 | | | 129,028 | |
Commitments and contingencies (see Note 15) | 0 | | 0 | |
Commitments and contingencies (see Note 14) | | Commitments and contingencies (see Note 14) | 0 | | 0 |
Stockholders' equity: | Stockholders' equity: | | | | Stockholders' equity: | | | |
Preferred stock, $0.01 par value: | Preferred stock, $0.01 par value: | | | | Preferred stock, $0.01 par value: | | | |
20,000 shares authorized; zero shares issued and outstanding at both September 30, 2021, and December 31, 2020 | — | | | — | | |
20,000 shares authorized; zero shares issued and outstanding at both June 30, 2022, and December 31, 2021 | | 20,000 shares authorized; zero shares issued and outstanding at both June 30, 2022, and December 31, 2021 | — | | | — | |
Common stock, $0.01 par value: | Common stock, $0.01 par value: | | | | Common stock, $0.01 par value: | | | |
300,000 shares authorized; 67,155 and 66,454 issued, and 33,446 and 32,267 outstanding, at September 30, 2021 and December 31, 2020, respectively | 675 | | | 668 | | |
300,000 shares authorized; 67,915 and 67,255 issued, and 34,206 and 33,546 outstanding, at June 30, 2022 and December 31, 2021, respectively | | 300,000 shares authorized; 67,915 and 67,255 issued, and 34,206 and 33,546 outstanding, at June 30, 2022 and December 31, 2021, respectively | 682 | | | 676 | |
Additional paid-in capital | Additional paid-in capital | 171,315 | | | 179,489 | | Additional paid-in capital | 170,763 | | | 172,060 | |
Retained earnings | Retained earnings | 307,574 | | | 326,319 | | Retained earnings | 271,860 | | | 283,970 | |
| Treasury stock, 33,709 and 34,187 shares at cost at September 30, 2021, and December 31, 2020, respectively | (436,700) | | | (447,259) | | |
Treasury stock, 33,709 shares at cost at both June 30, 2022, and December 31, 2021, respectively | | Treasury stock, 33,709 shares at cost at both June 30, 2022, and December 31, 2021, respectively | (436,700) | | | (436,700) | |
Total stockholders' equity | Total stockholders' equity | 42,864 | | | 59,217 | | Total stockholders' equity | 6,605 | | | 20,006 | |
Total liabilities and stockholders' equity | Total liabilities and stockholders' equity | $ | 157,775 | | | $ | 161,306 | | Total liabilities and stockholders' equity | $ | 85,433 | | | $ | 149,034 | |
The accompanying notes are an integral part of these condensed consolidated financial statements.
ZOVIO INC
Condensed Consolidated Statements of Income (Loss)
(Unaudited)
(In thousands, except per share amounts) | | | Three Months Ended September 30, | | Nine Months Ended September 30, | | Three Months Ended June 30, | | Six Months Ended June 30, |
| | 2021 | | 2020 | | 2021 | | 2020 | | 2022 | | 2021 | | 2022 | | 2021 |
Revenue | Revenue | $ | 59,808 | | | $ | 5,131 | | | $ | 200,585 | | | $ | 14,258 | | Revenue | $ | 49,658 | | | $ | 66,670 | | | $ | 109,282 | | | $ | 140,777 | |
University-related revenue | — | | | 97,035 | | | — | | | 289,720 | | |
| Other revenue | Other revenue | 2,418 | | | — | | | 7,686 | | | — | | Other revenue | 1,722 | | | 2,516 | | | 3,731 | | | 5,268 | |
Revenue and other revenue | Revenue and other revenue | $ | 62,226 | | | $ | 102,166 | | | $ | 208,271 | | | $ | 303,978 | | Revenue and other revenue | $ | 51,380 | | | $ | 69,186 | | | $ | 113,013 | | | $ | 146,045 | |
Costs and expenses: | Costs and expenses: | | | Costs and expenses: | | |
Technology and academic services | Technology and academic services | $ | 16,498 | | | $ | 19,084 | | | $ | 53,698 | | | $ | 54,821 | | Technology and academic services | $ | 17,290 | | | $ | 18,056 | | | $ | 35,788 | | | $ | 37,200 | |
Counseling services and support | Counseling services and support | 20,438 | | | 24,670 | | | 68,936 | | | 71,529 | | Counseling services and support | 17,705 | | | 23,173 | | | 39,036 | | | 48,498 | |
Marketing and communication | Marketing and communication | 21,068 | | | 23,274 | | | 68,628 | | | 70,017 | | Marketing and communication | 18,272 | | | 21,729 | | | 40,186 | | | 47,560 | |
General and administrative | General and administrative | 9,013 | | | 11,437 | | | 33,285 | | | 36,405 | | General and administrative | 7,836 | | | 8,376 | | | 14,958 | | | 24,272 | |
University-related expenses | — | | | 22,863 | | | — | | | 72,332 | | |
| Legal expense | | Legal expense | 920 | | | — | | | 920 | | | — | |
Restructuring and impairment expense | Restructuring and impairment expense | 300 | | | 184 | | | 2,641 | | | 3,430 | | Restructuring and impairment expense | 35,887 | | | 2,341 | | | 35,887 | | | 2,341 | |
Gain on transactions, net | | Gain on transactions, net | (45,689) | | | — | | | (45,689) | | | — | |
Total costs and expenses | | Total costs and expenses | 52,221 | | | 73,675 | | | 121,086 | | | 159,871 | |
Operating loss | | Operating loss | (841) | | | (4,489) | | | (8,073) | | | (13,826) | |
| Total costs and expenses | 67,317 | | | 101,512 | | | 227,188 | | | 308,534 | | |
Operating income (loss) | (5,091) | | | 654 | | | (18,917) | | | (4,556) | | |
Other income (expense), net | | Other income (expense), net | (3,824) | | | 232 | | | (3,951) | | | 159 | |
| Other income (loss), net | (69) | | | 39 | | | 90 | | | (62) | | |
| Income (loss) before income taxes | (5,160) | | | 693 | | | (18,827) | | | (4,618) | | |
Loss before income taxes | | Loss before income taxes | (4,665) | | | (4,257) | | | (12,024) | | | (13,667) | |
Income tax expense (benefit) | Income tax expense (benefit) | 59 | | | (428) | | | (82) | | | (12,906) | | Income tax expense (benefit) | 8 | | | (224) | | | 86 | | | (141) | |
Net income (loss) | $ | (5,219) | | | $ | 1,121 | | | $ | (18,745) | | | $ | 8,288 | | |
Income (loss) per share: | | | | | | | | |
Net loss | | Net loss | $ | (4,673) | | | $ | (4,033) | | | $ | (12,110) | | | $ | (13,526) | |
Loss per share: | | Loss per share: | | | | | | | |
Basic | Basic | $ | (0.16) | | | $ | 0.03 | | | $ | (0.56) | | | $ | 0.26 | | Basic | $ | (0.14) | | | $ | (0.12) | | | $ | (0.36) | | | $ | (0.41) | |
Diluted | Diluted | $ | (0.16) | | | $ | 0.03 | | | $ | (0.56) | | | $ | 0.26 | | Diluted | $ | (0.14) | | | $ | (0.12) | | | $ | (0.36) | | | $ | (0.41) | |
Weighted average number of common shares outstanding used in computing income (loss) per share: | | | | | |
Weighted average number of common shares outstanding used in computing loss per share: | | Weighted average number of common shares outstanding used in computing loss per share: | | | | |
Basic | Basic | 33,427 | | | 32,646 | | | 33,182 | | | 31,711 | | Basic | 34,122 | | | 33,343 | | | 33,844 | | | 33,058 | |
Diluted | Diluted | 33,427 | | | 34,015 | | | 33,182 | | | 32,342 | | Diluted | 34,122 | | | 33,343 | | | 33,844 | | | 33,058 | |
The accompanying notes are an integral part of these condensed consolidated financial statements.
ZOVIO INC
Condensed Consolidated Statements of Stockholders’ Equity
(Unaudited)
(In thousands)
| | | Common Stock | | Additional Paid-in Capital | | Retained Earnings | | | Treasury Stock | | | | Common Stock | | Additional Paid-in Capital | | Retained Earnings | | | Treasury Stock | | |
| | Shares | | Par Value | | Total | Treasury Stock | Shares | | Par Value | | Additional Paid-in Capital | |
Balance at December 31, 2019 | 65,695 | | | $ | 660 | | | $ | 192,413 | | | $ | 375,180 | | | | $ | (469,315) | | | $ | 98,938 | | |
Adoption of accounting standard (ASU 2016-13) | — | | | — | | | — | | | 91 | | | | — | | | 91 | | |
Balance at December 31, 2020 | | Balance at December 31, 2020 | 66,454 | | | $ | 668 | | | $ | 179,489 | | | $ | 326,319 | | | | $ | (447,259) | | | $ | 59,217 | |
| Stock-based compensation | Stock-based compensation | — | | | — | | | 4,138 | | | — | | | | — | | | 4,138 | | Stock-based compensation | — | | | — | | | 2,382 | | | — | | | | — | | | 2,382 | |
| Stock issued under stock incentive plan, net of shares held for taxes | Stock issued under stock incentive plan, net of shares held for taxes | 338 | | | 3 | | | (205) | | | — | | | | — | | | (202) | | Stock issued under stock incentive plan, net of shares held for taxes | 563 | | | 5 | | | (1,083) | | | — | | | | — | | | (1,078) | |
| Net income | — | | | — | | | — | | | 2,020 | | | | — | | | 2,020 | | |
Contingent consideration | | Contingent consideration | — | | | — | | | (122) | | | — | | | | — | | | (122) | |
Stock issued for acquisition | | Stock issued for acquisition | — | | | — | | | (10,559) | | | — | | | | 10,559 | | | — | |
Net loss | | Net loss | — | | | — | | | — | | | (9,493) | | | | — | | | (9,493) | |
| Balance at March 31, 2020 | 66,033 | | | $ | 663 | | | $ | 196,346 | | | $ | 377,291 | | | | $ | (469,315) | | | $ | 104,985 | | |
Balance at March 31, 2021 | | Balance at March 31, 2021 | 67,017 | | | $ | 673 | | | $ | 170,107 | | | $ | 316,826 | | | | $ | (436,700) | | | $ | 50,906 | |
Stock-based compensation | Stock-based compensation | — | | | — | | | 802 | | | — | | | | — | | | 802 | | Stock-based compensation | — | | | — | | | 247 | | | — | | | | — | | | 247 | |
Stock issued under employee stock purchase plan | Stock issued under employee stock purchase plan | 57 | | | 1 | | | 111 | | | — | | | | — | | | 112 | | Stock issued under employee stock purchase plan | 31 | | | — | | | 76 | | | — | | | | — | | | 76 | |
Stock issued under stock incentive plan, net of shares held for taxes | Stock issued under stock incentive plan, net of shares held for taxes | 236 | | | 2 | | | (182) | | | — | | | | — | | | (180) | | Stock issued under stock incentive plan, net of shares held for taxes | 79 | | | 1 | | | (89) | | | — | | | | — | | | (88) | |
Contingent consideration | — | | | — | | | 1,245 | | | — | | | | — | | | 1,245 | | |
Stock issued for acquisition | — | | | — | | | (22,162) | | | — | | | | 22,162 | | | — | | |
Repurchase of common stock | — | | | — | | | — | | | — | | | | (106) | | | (106) | | |
Net income | — | | | — | | | — | | | 5,147 | | | | — | | | 5,147 | | |
Balance at June 30, 2020 | 66,326 | | | $ | 666 | | | $ | 176,160 | | | $ | 382,438 | | | | $ | (447,259) | | | $ | 112,005 | | |
Stock-based compensation | — | | | — | | | 1,146 | | | — | | | | — | | | 1,146 | | |
| Stock issued under stock incentive plan, net of shares held for taxes | 23 | | | 1 | | | (19) | | | — | | | | — | | | (18) | | |
Net loss | | Net loss | — | | | — | | | — | | | (4,033) | | | | — | | | (4,033) | |
Balance at June 30, 2021 | | Balance at June 30, 2021 | 67,127 | | | $ | 674 | | | $ | 170,341 | | | $ | 312,793 | | | | $ | (436,700) | | | $ | 47,108 | |
| Net income | — | | | — | | | — | | | 1,121 | | | | — | | | 1,121 | | |
Balance at September 30, 2020 | 66,349 | | | $ | 667 | | | $ | 177,287 | | | $ | 383,559 | | | | $ | (447,259) | | | $ | 114,254 | | |
|
ZOVIO INC
Condensed Consolidated Statements of Stockholders’ Equity (continued)
(Unaudited)
(In thousands)
| | | Common Stock | | Additional Paid-in Capital | | Retained Earnings | | | Treasury Stock | | | | Common Stock | | Additional Paid-in Capital | | Retained Earnings | | | Treasury Stock | | |
| | Shares | | Par Value | | Total | | Shares | | Par Value | | Additional Paid-in Capital | | Treasury Stock | |
Balance at December 31, 2020 | 66,454 | | | $ | 668 | | | $ | 179,489 | | | $ | 326,319 | | | | $ | (447,259) | | | $ | 59,217 | | |
Balance at December 31, 2021 | | Balance at December 31, 2021 | 67,255 | | | $ | 676 | | | $ | 172,060 | | | $ | 283,970 | | | | $ | (436,700) | | | $ | 20,006 | |
| Stock-based compensation | Stock-based compensation | — | | | — | | | 2,382 | | | — | | | | — | | | 2,382 | | Stock-based compensation | — | | | — | | | (1,169) | | | — | | | | — | | | (1,169) | |
| Stock issued under stock incentive plan, net of shares held for taxes | Stock issued under stock incentive plan, net of shares held for taxes | 563 | | | 5 | | | (1,083) | | | — | | | | — | | | (1,078) | | Stock issued under stock incentive plan, net of shares held for taxes | 509 | | | 5 | | | (138) | | | — | | | | — | | | (133) | |
Contingent consideration | — | | | — | | | (122) | | | — | | | | — | | | (122) | | |
Issuance of shares for acquisition | — | | | — | | | (10,559) | | | — | | | | 10,559 | | | — | | |
| Net loss | Net loss | — | | | — | | | — | | | (9,493) | | | | — | | | (9,493) | | Net loss | — | | | — | | | — | | | (7,437) | | | | — | | | (7,437) | |
| Balance at March 31, 2021 | 67,017 | | | $ | 673 | | | $ | 170,107 | | | $ | 316,826 | | | | $ | (436,700) | | | $ | 50,906 | | |
Balance at March 31, 2022 | | Balance at March 31, 2022 | 67,764 | | | $ | 681 | | | $ | 170,753 | | | $ | 276,533 | | | | $ | (436,700) | | | $ | 11,267 | |
Stock-based compensation | Stock-based compensation | — | | | — | | | 247 | | | — | | | | — | | | 247 | | Stock-based compensation | — | | | — | | | (13) | | | — | | | | — | | | (13) | |
| Stock issued under employee stock purchase plan | Stock issued under employee stock purchase plan | 31 | | | — | | | 76 | | | — | | | | — | | | 76 | | Stock issued under employee stock purchase plan | 38 | | | — | | | 35 | | | — | | | | — | | | 35 | |
Stock issued under stock incentive plan, net of shares held for taxes | Stock issued under stock incentive plan, net of shares held for taxes | 79 | | | 1 | | | (89) | | | — | | | | — | | | (88) | | Stock issued under stock incentive plan, net of shares held for taxes | 113 | | | 1 | | | (12) | | | — | | | | — | | | (11) | |
| Net loss | Net loss | — | | | — | | | — | | | (4,033) | | | | — | | | (4,033) | | Net loss | — | | | — | | | — | | | (4,673) | | | | — | | | (4,673) | |
Balance at June 30, 2021 | 67,127 | | | $ | 674 | | | $ | 170,341 | | | $ | 312,793 | | | | $ | (436,700) | | | $ | 47,108 | | |
Stock-based compensation | — | | | — | | | 990 | | | — | | | | — | | | 990 | | |
Balance at June 30, 2022 | | Balance at June 30, 2022 | 67,915 | | | $ | 682 | | | $ | 170,763 | | | $ | 271,860 | | | | $ | (436,700) | | | $ | 6,605 | |
| Stock issued under stock incentive plan, net of shares held for taxes | 28 | | | 1 | | | (16) | | | — | | | | — | | | (15) | | |
Net loss | — | | | — | | | — | | | (5,219) | | | | — | | | (5,219) | | |
Balance at September 30, 2021 | 67,155 | | | $ | 675 | | | $ | 171,315 | | | $ | 307,574 | | | | $ | (436,700) | | | $ | 42,864 | | |
|
The accompanying notes are an integral part of these condensed consolidated financial statements.
ZOVIO INC
Condensed Consolidated Statements of Cash Flows
(Unaudited)
(In thousands) | | | Nine Months Ended September 30, | | Six Months Ended June 30, |
| | 2021 | | 2020 | | 2022 | | 2021 |
Cash flows from operating activities: | Cash flows from operating activities: | | | | Cash flows from operating activities: | | | |
Net income (loss) | $ | (18,745) | | | $ | 8,288 | | |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | | | | |
Net loss | | Net loss | $ | (12,110) | | | $ | (13,526) | |
Adjustments to reconcile net loss to net cash used in operating activities: | | Adjustments to reconcile net loss to net cash used in operating activities: | | | |
Provision for bad debts | Provision for bad debts | 1,002 | | | 9,845 | | Provision for bad debts | 257 | | | 911 | |
Depreciation and amortization | Depreciation and amortization | 6,297 | | | 8,749 | | Depreciation and amortization | 3,911 | | | 4,262 | |
| Deferred income taxes | — | | | 6 | | |
| Stock-based compensation | Stock-based compensation | 3,619 | | | 6,086 | | Stock-based compensation | (1,182) | | | 2,629 | |
Noncash lease expense | Noncash lease expense | 6,539 | | | 8,546 | | Noncash lease expense | 2,849 | | | 4,367 | |
| Net loss (gain) on marketable securities | Net loss (gain) on marketable securities | (144) | | | 47 | | Net loss (gain) on marketable securities | 140 | | | (144) | |
| Loss (gain) on disposal or impairment of fixed assets | 71 | | | 38 | | |
Loss on disposal or impairment of fixed assets | | Loss on disposal or impairment of fixed assets | 35,887 | | | 61 | |
Gain on transactions, net | | Gain on transactions, net | (45,689) | | | — | |
Changes in operating assets and liabilities: | Changes in operating assets and liabilities: | | | | Changes in operating assets and liabilities: | | | |
Accounts receivable | Accounts receivable | (2,335) | | | (14,513) | | Accounts receivable | 3,108 | | | (1,628) | |
Prepaid expenses and other current assets | Prepaid expenses and other current assets | (2,948) | | | 219 | | Prepaid expenses and other current assets | (1,643) | | | (614) | |
Other long-term assets | Other long-term assets | (1,318) | | | (821) | | Other long-term assets | (1,611) | | | (1,568) | |
Accounts payable and accrued liabilities | Accounts payable and accrued liabilities | (2,369) | | | (12) | | Accounts payable and accrued liabilities | (38,771) | | | (9,198) | |
Deferred revenue and student deposits | Deferred revenue and student deposits | 4,992 | | | 4,269 | | Deferred revenue and student deposits | 198 | | | 2,491 | |
Operating lease liabilities | Operating lease liabilities | (7,527) | | | (8,173) | | Operating lease liabilities | (3,456) | | | (5,243) | |
Other liabilities | Other liabilities | 1,275 | | | (2,468) | | Other liabilities | 925 | | | 940 | |
| Net cash provided by (used in) operating activities | (11,591) | | | 20,106 | | |
Net cash used in operating activities | | Net cash used in operating activities | (57,187) | | | (16,260) | |
Cash flows from investing activities: | Cash flows from investing activities: | | | | Cash flows from investing activities: | | | |
Capital expenditures | Capital expenditures | (1,155) | | | (2,587) | | Capital expenditures | (24) | | | (733) | |
Purchases of investments | Purchases of investments | (740) | | | (702) | | Purchases of investments | (46) | | | (64) | |
Capitalized costs for intangible assets | Capitalized costs for intangible assets | (565) | | | (199) | | Capitalized costs for intangible assets | (495) | | | (333) | |
| Net proceeds from sale of assets | | Net proceeds from sale of assets | 48,921 | | | — | |
Sale of investments | Sale of investments | 1,076 | | | 1,818 | | Sale of investments | 652 | | | 247 | |
| Net cash used in investing activities | (1,384) | | | (1,670) | | |
Net cash provided by (used in) investing activities | | Net cash provided by (used in) investing activities | 49,008 | | | (883) | |
Cash flows from financing activities: | Cash flows from financing activities: | | | | Cash flows from financing activities: | | | |
| Proceeds from the issuance of stock under employee stock purchase plan | Proceeds from the issuance of stock under employee stock purchase plan | 76 | | | 112 | | Proceeds from the issuance of stock under employee stock purchase plan | 35 | | | 76 | |
| Borrowings from long-term liabilities | — | | | 2,682 | | |
Proceeds from long-term borrowings, net of fees | | Proceeds from long-term borrowings, net of fees | 29,627 | | | — | |
Tax withholdings on issuance of stock awards | Tax withholdings on issuance of stock awards | (1,182) | | | (400) | | Tax withholdings on issuance of stock awards | (144) | | | (1,166) | |
Repurchase of common stock | — | | | (106) | | |
Repayments on long-term borrowing | | Repayments on long-term borrowing | (32,001) | | | — | |
| Net cash provided by (used in) financing activities | (1,106) | | | 2,288 | | |
Net increase (decrease) in cash, cash equivalents and restricted cash | (14,081) | | | 20,724 | | |
Net cash used in financing activities | | Net cash used in financing activities | (2,483) | | | (1,090) | |
Net decrease in cash, cash equivalents and restricted cash | | Net decrease in cash, cash equivalents and restricted cash | (10,662) | | | (18,233) | |
| Cash, cash equivalents and restricted cash at beginning of period | Cash, cash equivalents and restricted cash at beginning of period | 55,497 | | | 92,537 | | Cash, cash equivalents and restricted cash at beginning of period | 37,553 | | | 55,497 | |
Cash, cash equivalents and restricted cash at end of period | Cash, cash equivalents and restricted cash at end of period | $ | 41,416 | | | $ | 113,261 | | Cash, cash equivalents and restricted cash at end of period | $ | 26,891 | | | $ | 37,264 | |
| Reconciliation of cash, cash equivalents, and restricted cash: | Reconciliation of cash, cash equivalents, and restricted cash: | | Reconciliation of cash, cash equivalents, and restricted cash: | | | |
Cash and cash equivalents | Cash and cash equivalents | $ | 31,608 | | | $ | 86,628 | | Cash and cash equivalents | $ | 20,812 | | | $ | 23,981 | |
Restricted cash | Restricted cash | 9,808 | | | 26,633 | | Restricted cash | 6,079 | | | 13,283 | |
| Total cash, cash equivalents and restricted cash | Total cash, cash equivalents and restricted cash | $ | 41,416 | | | $ | 113,261 | | Total cash, cash equivalents and restricted cash | $ | 26,891 | | | $ | 37,264 | |
| | | Supplemental disclosure of non-cash transactions: | Supplemental disclosure of non-cash transactions: | | Supplemental disclosure of non-cash transactions: | |
Purchase of equipment included in accounts payable and accrued liabilities | Purchase of equipment included in accounts payable and accrued liabilities | $ | 65 | | | $ | 36 | | Purchase of equipment included in accounts payable and accrued liabilities | $ | — | | | $ | 14 | |
Issuance of common stock for vested restricted stock units | Issuance of common stock for vested restricted stock units | $ | 3,861 | | | $ | 1,388 | | Issuance of common stock for vested restricted stock units | $ | 654 | | | $ | 3,774 | |
Debt extinguishment | Debt extinguishment | $ | 3,095 | | | $ | — | | Debt extinguishment | $ | — | | | $ | 3,095 | |
Issuance of notes payable | Issuance of notes payable | $ | 2,809 | | | $ | — | | Issuance of notes payable | $ | — | | | $ | 2,809 | |
|
The accompanying notes are an integral part of these condensed consolidated financial statements.
ZOVIO INC
Notes to Condensed Consolidated Financial Statements (Unaudited)
1. Nature of Business
Zovio Inc (the “Company”) is a Delaware corporation, and is an education technology services company that partners with higher education institutions and employers to deliver innovative, personalized solutions to help learners and leaders achieve their aspirations. In April 2019, the Company acquired both Fullstack Academy, Inc. (“Fullstack”) and TutorMe.com, Inc. (“TutorMe”), each of which became wholly-owned subsidiaries of the Company at that time. Fullstack is an innovative web development school offering immersive technology bootcamps, and TutorMe is an online education platform that provides 24/7 on-demand tutoring and online courses.
On May 23, 2022, the Company completed the sale of TutorMe through an Asset Purchase Agreement (the “Purchase Agreement”). Pursuant to the Purchase Agreement, the Company and TutorMe sold substantially all of the assets of TutorMe’s business in consideration of $55.0 million in cash and the assumption of certain liabilities of TutorMe’s business. The consideration payable pursuant to the Purchase Agreement is subject to a customary post-closing working capital adjustment. The gain on sale of TutorMe is comprised as follows:
| | | | | |
TutorMe sale consideration | $ | 55,000 | |
Less: Disposed net assets: | |
Accounts receivable, net | 1,314 | |
Prepaid and other assets | 619 | |
Goodwill | 3,472 | |
Intangibles | 376 | |
Deferred revenue | (7,732) | |
Other liabilities | (631) | |
Less: Transaction fees and adjustments | 6,079 | |
Gain on sale of TutorMe | $ | 51,503 | |
As previously disclosed, on December 1, 2020, the Company and AU LLC finalized a definitive Asset Purchase and Sale Agreement (the “Purchase Agreement”), by and among the Company, AU LLC (the “University”), the Arizona Board of Regents, a body corporate, for and on behalf of the University of Arizona (the “University of Arizona”), and the University of Arizona Global Campus a newly formed Arizona nonprofit corporation (“Global Campus”Campus or “UAGC”). Upon the closing of the Purchase Agreement, (the “Sale Transaction”), the Company and Ashford University (the “University”) transferred to Global Campus the tangible and intangible academic and related operations and assets comprising the University to Global Campus.
Following the closing of the Sale Transaction, Global Campus owns and operates the University in affiliation with the University of Arizona and with a focus on expanding access to education for non-traditional adult learners, and the Company provides services to Global Campus under a long-term Strategic Services Agreement (the “Services Agreement”). The services that the Company provides to Global Campus under the Services Agreement include recruiting, admissions, marketing, student finance, financial aid processing, and financial aid advising, program advising, student retention advising, support services for academics, information technology and institutional support.support services in exchange for the service fees described in the UAGC Services Agreement (collectively, the “UAGC Services Business”).
On July 31, 2022, the Company entered into a new asset purchase agreement (the “New Asset Purchase Agreement”), pursuant to which Zovio sold to UAGC all of the remaining assets of Zovio related to the UAGC Services Business (the “Transaction”). In connection with the Transaction, the parties terminated the previous agreements. In addition, UAGC (a) paid to Zovio cash in the amount of $1.00, (b) assumed all obligations under Zovio’s business contracts associated with the UAGC Services Businesses, including the lease for the facilities located in Chandler, Arizona, which has a remaining term of eight years and approximately $20.0 million in rent obligations, (c) released Zovio from all remaining obligations under the UAGC/Zovio Agreements, including from all indemnification obligations under the Original Asset Purchase Agreement and all minimum payment guarantees under the UAGC Services Agreement, and (d) granted Zovio a general release of all claims. In addition, UAGC hired substantially all of the UAGC Services Business employees (as determined by UAGC). In turn, Zovio (i) paid to UAGC cash in the amount of $5.5 million, reflecting the allocated minimum payment owed by Zovio to UAGC for the month of July 2022, (ii) paid to UAGC cash in the amount of $5.0 million, and assigned to UAGC the right to a security deposit in the amount of $2.7 million, for assumption of Zovio’s obligations under the Chandler lease, (iii) granted UAGC the right to any refund achieved by Zovio after the closing of the Transaction from the State of California as a result of its appeal of that
ZOVIO INC
Notes to Condensed Consolidated Financial Statements (Unaudited)
certain judgment set forth in the Statement of Decision issued by the Superior Court of the State of California, County of San Diego on March 3, 2022, (iv) released UAGC from all remaining obligations under the UAGC/Zovio Agreements, and (v) granted UAGC and University of Arizona a general release of all claims.
The gain on the sale of TutorMe noted above was partially offset by a $5.8 million loss on transaction recognized for the net asset adjustment from Global Campus in connection with the Transaction on July 31, 2022.
Following the consummation of the Transaction on July 31, 2022, Zovio and UAGC have no contractual or other relationship with one another, other than an agreement to reasonably cooperate to effect the Transaction. As of the date hereof, UAGC operates the University as an integrated, online university. Zovio will continue to support the continued growth and expansion of its Fullstack Academy subsidiary and simultaneously explore strategic alternatives for that business. For additional information, see Note 16, “Subsequent Events.”
Prior to the Transaction, the majority of the Company's cash comescame from the Services Agreement with Global Campus. The service fees in the Services Agreement arewere subject to certain minimum residual liability adjustments, including performance-based adjustments, minimum profit level adjustments, and excess direct cost adjustments. These adjustments are all variable in nature in that they depend upon the Company’s performance during each service period, and to a certain extent the performance and forecast of Global Campus.
2. Summary of Significant Accounting Policies
Principles of Consolidation
The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. Intercompany transactions have been eliminated in consolidation.
Unaudited Interim Financial Information
The condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the U.S. (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, these financial statements do not include all of the information and footnotes required by GAAP for complete annual financial statements and should be read in conjunction with the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020,2021, which was filed with the Securities and Exchange Commission (“SEC”) on February 24, 2021.April 15, 2022. In the opinion of management, the condensed consolidated financial statements include all adjustments, consisting of normal recurring adjustments, considered necessary to present a fair statement of the Company’s condensed consolidated financial position, results of operations and cash flows as of and for the periods presented.
Operating results for any interim period are not necessarily indicative of the results that may be expected for the full year. The year-end condensed consolidated balance sheet data was derived from audited consolidated financial statements but does not include all disclosures required by GAAP for complete annual consolidated financial statements.
Going Concern and Liquidity
As of June 30, 2022, the Company had combined cash and cash equivalents of $20.8 million, compared with combined cash and cash equivalents of $28.3 million as of December 31, 2021. During the three months ended June 30, 2022, the Company sold TutorMe for $55.0 million as described in Note 1, “Nature of Business,” and used the proceeds to pay down its debt of $31.5 million as described in Note 8, “Credit Facilities,” and pay the $22.4 million in statutory penalties for the California Attorney General matter as described in Note 14, “Commitments and Contingencies.” The Company had negative cash flows from operations of $15.4 million for the fiscal year 2021, and negative cash flows from operations of $57.2 million for the six months ended June 30, 2022.
The Company’s Services Agreement with Global Campus was subject to certain adjustments that impacted the amount and timing of cash flows, which payment terms were modified in April 2022 for the months of July, August and September
ZOVIO INC
Notes to Condensed Consolidated Financial Statements (Unaudited)
2022. Further, Global Campus incurred higher costs in their fourth quarter (the Company's second quarter) than the Company previously budgeted. On or about June 15, 2022, Global Campus advised the Company that Global Campus received a notice from the Department of Defense that they were placed on probation which would preclude them from enrolling new military students, pending completion of a comprehensive review. Additionally, there were communications from the Department of Defense to current Global Campus students cautioning them to consider leaving the University. We were advised by Global Campus that this matter should be resolved in a timely manner, however, it became apparent over the following weeks that these prolonged actions were having a negative impact on the University's revenue and therefore a negative impact on the Company's financial outlook. As a result, the Company entered into a new agreement with Global Campus, effective on July 31, 2022, which allowed Global Campus to acquire the business previously used to provide services to Global Campus. For additional information, see Note 16, “Subsequent Events.”
The Company will continue to support the continued growth and expansion of its Fullstack subsidiary and simultaneously explore strategic alternatives for that business. The ability of the Company to continue as a going concern is dependent on the Company generating cash from its operations and availability to other funding sources. Due to the Company’s negative cash flows from operations and projected future negative cash flows from operations resulting from the Transaction with Global Campus and reduction of availability of debt financing, substantial doubt exists about the Company’s ability to continue as a going concern for the twelve months following the issuance of these condensed consolidated financial statements. Management plans to cover any shortfall from operations by selling its Fullstack subsidiary or obtaining debt financing. However, there can be no assurance the Company will be successful in these efforts.
The condensed consolidated financial statements have been prepared on a going concern basis which contemplates the realization of assets and the settlement of liabilities in the normal course of business. The condensed consolidated financial statements do not include any adjustment that might be necessary if the Company is unable to continue as a going concern.
Impairment of Long-Lived Assets
The Company assesses potential impairment to its long-lived assets under ASC 360, Property and Equipment. The Company makes this assessment when there is evidence that events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. An impairment loss is recorded if the carrying amount of the long-lived asset is not recoverable. The carrying amount of a long-lived asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. Any required impairment loss is measured as the amount by which the carrying amount of a long-lived asset exceeds fair value and is recorded as a reduction in the carrying value of the related asset and an expense to operating results. Due to the Transaction with Global Campus on July 31, 2022, the Company’s qualitative assessment indicated that an impairment in the Company’s long-lived assets occurred as of June 30, 2022. For additional information, see Note 16, “Subsequent Events.”
The Company recorded an impairment of its long-lived assets during the six-months ended June 30, 2022 in the consolidated statements of income (loss) of $35.9 million as follows:
| | | | | |
Property and equipment, net | $ | 22,596 | |
Operating lease assets | 10,370 | |
Intangibles, net | 976 | |
Other long-term assets | 1,945 | |
Impairment of long-lived assets | $ | 35,887 | |
| |
Use of Estimates
The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts in the condensed consolidated financial statements. Actual results could differ from those estimates.
Notes Payable
The fair value As noted above, these condensed consolidated financial statements have been prepared on a going concern basis which contemplates the realization of the Company’s outstanding notes payable was estimated using the net present value of the payments, discounted at an interest rate consistent with market interest rates. The Company, through Fullstack, had previously entered into a contract whereby its counterparty advanced funds to the Company for certain program development costs, which the Company was obligated to repay out of future revenues from the developed program. The Company originally recognized these advances as a debt obligation.
During the first half of 2021, the notes payable contract was amendedassets and the amount was revalued. As such, included within the other income (loss), net, on the condensed consolidated statementssettlement of income (loss) for the nine months ended September 30, 2021, is an offset of interest expenseliabilities in the amountnormal course of $3.1 million, as well as a loss on extinguishment of debt of $2.8 million, the net impact of which is immaterial.
Revenue and Other Revenue
Revenues are recognized when control of the promised goods or services are transferred, in an amount that reflects the consideration the Company expects to be entitled in exchange for those goods or services. Determining whether a valid customer contract exists includes an assessment of whether amounts due under the contract are collectible. The Company performs this assessment at the beginning of every contract and subsequently thereafter if new information indicates there has been a significant change in facts and circumstances.
On December 1, 2020, the Company entered into the Services Agreement with Global Campus whereby the Company will provide certain educational technology and support services, which has an initial term of just over fifteen years, subject to renewal options and certain early termination provisions. The amounts earned from the Services Agreement are within the scope of ASC 606, Revenue from Contracts with Customers (“ASC 606”), and are denoted as revenue on the condensed consolidated statements of income (loss). On December 1, 2020, the Company also entered into a transition services agreement with Global Campus whereby the Company will provide certain temporary transition services (the “Transition Services Agreement”), which has a term of three years. The amounts earned from the Transition Services Agreement are denoted as other revenue on the condensed consolidated statements of income (loss).
The Services Agreement has a single performance obligation, as the promises to provide the identified services are not distinct within the context of these agreements. The single performance obligation constitutes a series of distinct services as the customer benefits as services are provided. Service revenue is recognized over time using the input method. The input method provides a faithful depiction of the performance toward complete satisfaction of the performance obligation and can be tied to the direct cost incurred. The service fees received over the term of the agreement are variable in nature in that they are dependent upon the number of students attending the university and revenues generated from those students during the service period. The service fees are subject to certain adjustments, including performance-based adjustments, minimum profit level adjustments, and excess direct cost adjustments. These adjustments are all variable in nature in that they depend upon the Company’s performance during each service period. Such adjustments are presented as minimum residual liability within accounts payable and accrued liabilities. For additional information, see Note 8, “Other Significant Balance Sheet Accounts - Accounts Payable and Accrued Liabilities.” The Company allocates variable consideration to the distinct increments of service to which it relates, as the variability is directly related to the Company’s effort to satisfy the distinct increments of service provided. This is consistent with the allocation objective in ASC 606. The Company meets the criteria in the standard and exercises the practical expedient to not disclose the aggregate amount of the transaction price allocated to the single performance obligation that is unsatisfied as of the end of the reporting period. The Company does not disclose the value of unsatisfied performance obligations because the variable consideration is allocated entirely to a wholly unsatisfied promise to transfer a service that forms part of a single performance obligation.business.
ZOVIO INC
Notes to Condensed Consolidated Financial Statements (Unaudited)
The Company, through Fullstack, offers both full-time and part-time technology bootcamps. The tuition fees for these programs are recognized as revenue as the services are provided to the student, which occurs over the applicable period of instruction. For most Fullstack programs, tuition is collected prior to the start of the cohort; however, for certain programs students can defer payment until completion of the program and for these students an accounts receivable balance is recorded.
The Company, through TutorMe, provides online on-demand tutoring services through hourly and access license contracts. Revenue for these contracts are recognized based on hours used or ratably over the contract period depending on the type of contract. For most TutorMe contracts, cash is collected at or near the onset of the contract. The collected cash is recognized as deferred revenue until recognized into revenue.
Technology and Academic Services
Technology and academic services costs consist primarily of costs related to ongoing maintenance of educational infrastructure, including online course delivery and management, student records, assessment, customer relations management and other internal administrative systems. These costs were previously components of instructional costs and services, as well as general and administrative. This also includes costs to provide support for curriculum and new program development, support for faculty training and development and technical support. This expense category includes salaries, benefits and share-based compensation, information technology costs, curriculum and new program development costs (which are expensed as incurred) and other costs associated with these support services. This category also includes an allocation of depreciation, amortization, human resources, rent, and occupancy costs attributable to the provision of these services.
Counseling Services and Support
Counseling services and support costs consist primarily of costs including team-based counseling and other support to prospective and current students as well as financial aid processing. These costs were previously components of instructional costs and services, admissions advisory and marketing, as well as general and administrative. This expense category includes salaries, benefits and share-based compensation, and other costs such as dues, fees and subscriptions and travel costs. This category also includes an allocation of depreciation, amortization, human resources, rent, and occupancy costs attributable to the provision of these services.
Marketing and Communication
Marketing and communication costs consist primarily of lead acquisition, digital communication strategies, brand identity advertising, media planning and strategy, video, data science and analysis, marketing to potential students and other promotional and communication services. These costs were previously components of admissions advisory and marketing, as well as some general and administrative. This expense category includes salaries, benefits and share-based compensation for marketing and communication personnel, brand advertising, marketing leads and other promotional and communication expenses. This category also includes an allocation of depreciation, amortization, human resources, rent, and occupancy costs attributable to the provision of these services. Advertising costs are expensed as incurred.
General and Administrative
General and administrative costs consist primarily of compensation and benefit costs, including related stock-based compensation, for employees engaged in corporate management, finance, compliance, and other corporate functions. This category also includes an allocation of depreciation, amortization, human resources, rent, and occupancy costs attributable to the provision of these services.
University-Related Expenses
University-related expenses represent those costs that were transferred to Global Campus in the Sale Transaction and that are no longer incurred by the Company. These costs were previously primarily components of instructional costs and services, with some costs from admissions advisory and marketing and some general and administrative, including instructor fees and other employee costs, student related bad debt expense, license fees for licenses transferred to Global Campus and other costs.
ZOVIO INC
Notes to Condensed Consolidated Financial Statements (Unaudited)
Comprehensive Income (Loss)Loss
The Company has no components of other comprehensive income (loss), and therefore, comprehensive income (loss)loss equals net income (loss).loss.
Recent Accounting Pronouncements
In December 2019, the Financial Accounting Standards Board (“FASB”) issued ASU 2019-12, Income Taxes (Topic 740) Simplifying the Accounting for Income Taxes (“ASU 2019-12”), which removes certain exceptions to the general principles in Topic 740. The amendments in this update also improve consistent application of and simplify GAAP for other areas of Topic 740 by clarifying and amending existing guidance. For public business entities, the amendments in this standard are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. The Company applied the new standard, including all applicable updates, effective January 1, 2021. The adoption of ASU 2019-12 did not have a material impact on the Company’s condensed consolidated financial statements.None noted as applicable.
3. Financial Statement Reclassification
On December 1, 2020, the Company consummated the Sale Transaction. For additional information on the Sale Transaction, see Note 1, “Nature of Business” above. The Company now provides services to Global Campus, which include recruiting, financial aid, counseling, institutional support, information technology, and academic support services. The Company made changes in its presentation of revenue line items and operating expenses and reclassified prior periods to conform to the current presentation. The Company determined that these changes would provide more meaningful information as this new presentation provides transparency for costs that will be incurred as a service provider and costs that will not reoccur in the future as they are related to university costs that were transferred to Global Campus in the Sale Transaction.
We have reclassified our operating expenses for prior period to conform to the above disaggregation and revisions to our presentation. There were no changes to total operating expenses or operating income as a result of these reclassifications.
The following table presents our operating expenses as previously reported and as reclassified on our condensed consolidated statements of income (loss) for each of the three and nine-months period ended September 30, 2020 (in thousands): | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended September 30, 2020 | | Nine Months Ended September 30, 2020 |
Costs and expenses: | As Reported | | As Reclassified | | As Reported | | As Reclassified |
Technology and academic services | $ | — | | | $ | 19,084 | | | $ | — | | | $ | 54,821 | |
Counseling services and support | — | | | 24,670 | | | — | | | 71,529 | |
Marketing and communication | — | | | 23,274�� | | | — | | | 70,017 | |
Instructional costs and services | 44,929 | | | — | | | 136,184 | | | — | |
Admissions advisory and marketing | 41,620 | | | — | | | 122,155 | | | — | |
General and administrative | 14,779 | | | 11,437 | | | 46,765 | | | 36,405 | |
University-related expenses | — | | | 22,863 | | | — | | | 72,332 | |
| | | | | | | |
Restructuring and impairment expense | 184 | | | 184 | | | 3,430 | | | 3,430 | |
Total costs and expenses | $ | 101,512 | | | $ | 101,512 | | | $ | 308,534 | | | $ | 308,534 | |
ZOVIO INC
Notes to Condensed Consolidated Financial Statements (Unaudited)
4. Revenue, Other Revenue and Deferred Revenue
The following table presents the Company’s net revenue disaggregated based on the revenue source (in thousands): | | | Three Months Ended September 30, | | Nine Months Ended September 30, | | Three Months Ended June 30, | | Six Months Ended June 30, |
| | 2021 | | 2020 | | 2021 | | 2020 | | 2022 | | 2021 | | 2022 | | 2021 |
Strategic services revenue | Strategic services revenue | $ | 52,702 | | | $ | — | | | $ | 179,318 | | | $ | — | | Strategic services revenue | $ | 41,022 | | | $ | 59,688 | | | $ | 91,310 | | | $ | 126,614 | |
Transition services income | Transition services income | 2,418 | | | — | | | 7,685 | | | — | | Transition services income | 1,722 | | | 2,516 | | | 3,731 | | | 5,268 | |
Tuition revenue, net | Tuition revenue, net | 7,012 | | | 93,183 | | | 20,967 | | | 277,533 | | Tuition revenue, net | 8,576 | | | 6,866 | | | 17,822 | | | 13,956 | |
Digital materials revenue, net | — | | | 5,809 | | | — | | | 17,415 | | |
Technology fee revenue, net | — | | | 2,628 | | | — | | | 7,628 | | |
Other revenue, net (1) | Other revenue, net (1) | 94 | | | 546 | | | 301 | | | 1,402 | | Other revenue, net (1) | 60 | | | 116 | | | 150 | | | 207 | |
Total revenue, net | Total revenue, net | $ | 62,226 | | | $ | 102,166 | | | $ | 208,271 | | | $ | 303,978 | | Total revenue, net | $ | 51,380 | | | $ | 69,186 | | | $ | 113,013 | | | $ | 146,045 | |
(1) Primarily consists of revenuesRepresents revenue generated from various services and other miscellaneous fees.
The following table presents the Company’s net revenue disaggregated based on the timing of revenue recognition (in thousands): | | | Three Months Ended September 30, | | Nine Months Ended September 30, | | Three Months Ended June 30, | | Six Months Ended June 30, |
| | 2021 | | 2020 | | 2021 | | 2020 | | 2022 | | 2021 | | 2022 | | 2021 |
Over time, over period of instruction | Over time, over period of instruction | $ | 62,159 | | | $ | 82,659 | | | $ | 208,062 | | | $ | 244,872 | | Over time, over period of instruction | $ | 51,340 | | | $ | 69,135 | | | $ | 112,932 | | | $ | 145,903 | |
Over time, full tuition grant (1) | — | | | 13,948 | | | — | | | 42,792 | | |
| Point in time (2)(1) | Point in time (2)(1) | 67 | | | 5,559 | | | 209 | | | 16,314 | | Point in time (2)(1) | 40 | | | 51 | | | 81 | | | 142 | |
Total revenue, net | Total revenue, net | $ | 62,226 | | | $ | 102,166 | | | $ | 208,271 | | | $ | 303,978 | | Total revenue, net | $ | 51,380 | | | $ | 69,186 | | | $ | 113,013 | | | $ | 146,045 | |
(1)Represents revenue generated from the FTG program.
(2)Represents revenue generated from digital textbooks and other miscellaneous fees.
The Company operates under 2 reportable segments and has no significant foreign operations or assets located outside of the United States. For additional information on segmentation, see Note 16,15, “Segment Information.”
ZOVIO INC
Notes to Condensed Consolidated Financial Statements (Unaudited)
Deferred Revenue and Student Deposits
Current deferred revenue and student deposits consisted of the following (in thousands): | | | As of September 30, 2021 | | As of December 31, 2020 | | As of June 30, 2022 | | As of December 31, 2021 |
Deferred revenue, current | Deferred revenue, current | $ | 12,126 | | | $ | 7,477 | | Deferred revenue, current | $ | 6,901 | | | $ | 14,469 | |
Student deposits | Student deposits | 957 | | | 613 | | Student deposits | 504 | | | 470 | |
Total current deferred revenue and student deposits | Total current deferred revenue and student deposits | $ | 13,083 | | | $ | 8,090 | | Total current deferred revenue and student deposits | $ | 7,405 | | | $ | 14,939 | |
Below are the opening and closing balances of current deferred revenue from the Company’s contracts with customers (in thousands): | | | 2021 | | 2020 | | June 30, 2022 | | June 30, 2021 |
Current deferred revenue opening balance, January 1 | Current deferred revenue opening balance, January 1 | $ | 7,477 | | | $ | 23,356 | | Current deferred revenue opening balance, January 1 | $ | 14,469 | | | $ | 7,477 | |
Current deferred revenue closing balance, September 30 | 12,126 | | | 29,413 | | |
Current deferred revenue closing balance, June 30 | | Current deferred revenue closing balance, June 30 | 6,901 | | | 9,981 | |
Increase (decrease) | Increase (decrease) | $ | 4,649 | | | $ | 6,057 | | Increase (decrease) | $ | (7,568) | | | $ | 2,504 | |
For further information on receivables, refer to Note 7,6, “Accounts Receivable, Net” within the condensed consolidated financial statements.
Deferred revenue consists of cash payments that are received or due in advance of the Company’s performance. As of SeptemberJune 30, 20212022 the deferred revenue balance relates entirely to the Zovio Growth segment. For the majority of the Company’s customers, payment for services is due prior to services being provided and is included in current deferred revenue. However, there arewere previously contracts which includeincluded deferred revenue that iswas deemed to be long-term. For additional information, refer to Note 8,7, “Other Significant Balance Sheet Accounts - Other Long-Term Liabilities” within the condensed consolidated financial statements.
The difference between the opening and closing balances of deferred revenue primarily results from the timing difference between the Company’s performance and the customer’s payment. For the ninesix months ended SeptemberJune 30, 2021,2022, the Company recognized $6.4$8.0 million of revenue that was included in the deferred revenue balance as of January 1, 2021.2022. For the ninesix months ended SeptemberJune 30, 2020,2021, the Company recognized $23.3$6.1 million of revenue that was included in the deferred revenue balance as of January 1, 2020.2021. Amounts reported in the closing balance of deferred revenue are expected to be recognized as revenue within the next 12 months.
5.4. Restructuring and Impairment Expense
During the three and six months ended SeptemberJune 30, 2021 and 2020,2022, the Company recognized $0.3$35.9 million and $0.2 million, respectively, of asset impairment charges in the restructuring and impairment expense. Duringexpense line item on the nine months ended September 30, 2021 and 2020, the Company recognized $2.6 million and $3.4 million, respectively,Company’s condensed consolidated statements of restructuring and impairment expense. The components of these expenses are further described below.income (loss).
The Company had previously vacated or consolidated properties and subsequently reassessed its non-cancelable leases obligation. Additionally, the Company had previously relocated its headquarters from California to Arizona. As a result, duringDuring the three and ninesix months ended September 30, 2020, the Company recognized relocation and lease reassessment expenses of $0.3 million and $0.5 million, respectively. NaN such expense was recorded for either the three or nine months ended September 30, 2021, respectively.
In May and July 2021, the Company implemented restructuring plans to reduce operating expenses, implement cost reductions and conserve cash resources. During the three months ended SeptemberJune 30, 2021, the Company recognized $2.3 million of severance costs of $0.3 million, all of which related toin the University Partners segment. These restructuring charges consist of one-time termination benefits for employee severance, benefits and related costs, all of which are expected to result in cash expenditures and substantially all of which will be paid out over the next 12 months. For the three months ended September 30, 2020, the Company reversed $0.1 million of restructuring and impairment expense relating to severance costs for wages and
ZOVIO INC
Notes to Condensed Consolidated Financial Statements (Unaudited)
benefits for a prior restructuring plan. Duringline item on the nine months ended September 30, 2021 and 2020, the Company recognized severance costsCompany’s condensed consolidated statements of $2.6 million and $2.9 million, respectively.income (loss).
The following table summarizes the amounts recorded in the restructuring and impairment expense line item on the Company’s condensed consolidated statements of income (loss) for each of the periods presented (in thousands): | | | Three Months Ended September 30, | | Nine Months Ended September 30, | | Three Months Ended June 30, | | Six Months Ended June 30, |
| | 2021 | | 2020 | | 2021 | | 2020 | | 2022 | | 2021 | | 2022 | | 2021 |
| Asset impairment | | Asset impairment | $ | 35,887 | | | $ | — | | | $ | 35,887 | | | $ | — | |
| Severance costs | Severance costs | $ | 300 | | | $ | (70) | | | $ | 2,641 | | | $ | 2,902 | | Severance costs | $ | — | | | $ | 2,341 | | | $ | — | | | $ | 2,341 | |
Lease exit and other costs | — | | | 254 | | | — | | | 528 | | |
| Total restructuring and impairment expense | Total restructuring and impairment expense | $ | 300 | | | $ | 184 | | | $ | 2,641 | | | $ | 3,430 | | Total restructuring and impairment expense | $ | 35,887 | | | $ | 2,341 | | | $ | 35,887 | | | $ | 2,341 | |
ZOVIO INC
Notes to Condensed Consolidated Financial Statements (Unaudited)
The Company previously vacated or consolidated properties and subsequently reassessed its non-cancelable leases. Additionally, the Company previously implemented restructuring plans to reduce operating expenses, implement cost reductions and conserve cash resources. The severance costs and lease costs are expected to substantially all be paid out over the next 12 months.
The following table summarizes the changes in the Company's restructuring and impairment liability by type during the ninesix months ended SeptemberJune 30, 20212022 (in thousands): | | | | Student Transfer Costs | | Severance Costs | | Lease Exit and Other Costs | | Total | | Asset Impairment | | Student Transfer Costs | | Severance Costs | | Lease Exit and Other Costs | | Total |
Balance at December 31, 2020 | | $ | 1,282 | | | $ | 742 | | | $ | 1,974 | | | $ | 3,998 | | |
Balance at December 31, 2021 | | Balance at December 31, 2021 | $ | — | | | $ | 1,282 | | | $ | 520 | | | $ | 398 | | | $ | 2,200 | |
Restructuring and impairment expense | Restructuring and impairment expense | | — | | | 2,641 | | | — | | | 2,641 | | Restructuring and impairment expense | 35,887 | | | — | | | — | | | — | | | 35,887 | |
Payments and adjustments | Payments and adjustments | | — | | | (2,493) | | | (1,115) | | | (3,608) | | Payments and adjustments | — | | | — | | | (520) | | | (140) | | | (660) | |
| Balance at September 30, 2021 | | $ | 1,282 | | | $ | 890 | | | $ | 859 | | | $ | 3,031 | | |
Non-cash transaction | | Non-cash transaction | (35,887) | | | — | | | — | | | — | | | (35,887) | |
Balance at June 30, 2022 | | Balance at June 30, 2022 | $ | — | | | $ | 1,282 | | | $ | — | | | $ | 258 | | | $ | 1,540 | |
The restructuring liability amounts are recorded within either the (i) accounts payable and accrued liabilities account or (ii) leaserent liability account on the condensed consolidated balance sheets.
6.5. Fair Value Measurements
The following tables summarize the fair value information as of SeptemberJune 30, 20212022 and December 31, 2020,2021, respectively (in thousands): | | | | | | | | | | | | | | | | | | | | | | | |
| As of September 30, 2021 |
| Level 1 | | Level 2 | | Level 3 | | Total |
Mutual funds | $ | 1,322 | | | $ | — | | | $ | — | | | $ | 1,322 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | |
| As of June 30, 2022 |
| Level 1 | | Level 2 | | Level 3 | | Total |
Mutual funds | $ | 227 | | | $ | — | | | $ | — | | | $ | 227 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | |
| As of December 31, 2020 |
| Level 1 | | Level 2 | | Level 3 | | Total |
Mutual funds | $ | 1,515 | | | $ | — | | | $ | — | | | $ | 1,515 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | |
| As of December 31, 2021 |
| Level 1 | | Level 2 | | Level 3 | | Total |
Mutual funds | $ | 974 | | | $ | — | | | $ | — | | | $ | 974 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
The mutual funds in the tables above, represent the deferred compensation asset balances, which are considered to be trading securities. The Company’s deferred compensation asset balances are recorded in the investments line item on the Company’s condensed consolidated balance sheets, and are classified as Level 1 securities. There were no transfers between any level categories for investments during the periods presented.
There were no differences between amortized cost and fair value of investments as of SeptemberJune 30, 20212022 or December 31, 2020,2021, and no reclassifications out of accumulated other comprehensive income during either the ninesix months ended SeptemberJune 30, 20212022 or 2020.2021.
6. Accounts Receivable, Net
Accounts receivable, net, consisted of the following (in thousands): | | | | | | | | | | | |
| As of June 30, 2022 | | As of December 31, 2021 |
Accounts receivable | $ | 6,113 | | | $ | 10,562 | |
Less allowance for credit losses | 1,162 | | | 931 | |
Accounts receivable, net | $ | 4,951 | | | $ | 9,631 | |
ZOVIO INC
Notes to Condensed Consolidated Financial Statements (Unaudited)
7. Accounts Receivable, Net
Accounts receivable, net, consisted ofThe following table presents the followingchanges in the allowance for credit losses for the six months ended June 30, 2022 (in thousands): | | | | | | | | | | | |
| As of September 30, 2021 | | As of December 31, 2020 |
Accounts receivable | $ | 10,372 | | | $ | 8,420 | |
Less allowance for credit losses | 1,833 | | | 1,216 | |
Accounts receivable, net | $ | 8,539 | | | $ | 7,204 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Beginning Balance | | Charged to Expense | | Write-offs | | Recoveries of amounts | | Ending Balance |
| | | | | | | | | |
| | | | | | | | | |
| $ | 931 | | | $ | 257 | | | $ | (43) | | | $ | 17 | | | $ | 1,162 | |
The following table presents the changes in the allowance for credit losses for the ninesix months ended SeptemberJune 30, 2021 (in thousands): | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Beginning Balance | | Charged to Expense | | Write-offs | | Recoveries of amounts | | Ending Balance |
| | | | | | | | | |
Non-FTG related allowance | $ | 1,216 | | | $ | 1,002 | | | $ | (385) | | | $ | — | | | $ | 1,833 | |
Total allowance for credit losses | $ | 1,216 | | | $ | 1,002 | | | $ | (385) | | | $ | — | | | $ | 1,833 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Beginning Balance | | Charged to Expense | | Write-offs | | Recoveries of amounts | | Ending Balance |
| | | | | | | | | |
| | | | | | | | | |
| $ | 1,216 | | | $ | 911 | | | $ | (299) | | | $ | — | | | $ | 1,828 | |
The following table presents the changes in the allowance for credit losses for the nine months ended September 30, 2020 (in thousands): | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Beginning Balance | | Charged to Expense | | Write-offs | | Recoveries of amounts | | Ending Balance |
FTG-related allowance | $ | 1,749 | | | $ | 1,524 | | | $ | (1,872) | | | $ | 337 | | | $ | 1,738 | |
Non-FTG related allowance | 11,963 | | | 8,321 | | | (14,124) | | | 4,518 | | | 10,678 | |
Total allowance for credit losses | $ | 13,712 | | | $ | 9,845 | | | $ | (15,996) | | | $ | 4,855 | | | $ | 12,416 | |
ZOVIO INC
Notes to Condensed Consolidated Financial Statements (Unaudited)
8.7. Other Significant Balance Sheet Accounts
Prepaid Expenses and Other Current Assets
Prepaid expenses and other current assets consisted of the following (in thousands): | | | As of September 30, 2021 | | As of December 31, 2020 | | As of June 30, 2022 | | As of December 31, 2021 |
Prepaid expenses | Prepaid expenses | $ | 3,106 | | | $ | 3,027 | | Prepaid expenses | $ | 2,565 | | | $ | 2,664 | |
Prepaid licenses | Prepaid licenses | 2,257 | | | 1,371 | | Prepaid licenses | 2,652 | | | 1,233 | |
Prepaid income taxes | — | | | 48 | | |
Income tax receivable | — | | | 1,644 | | |
| Prepaid insurance | Prepaid insurance | 3,044 | | | 1,127 | | Prepaid insurance | 2,500 | | | 2,254 | |
| Insurance recoverable | Insurance recoverable | 476 | | | 404 | | Insurance recoverable | 377 | | | 496 | |
Other current assets (1) | Other current assets (1) | 6,681 | | | 4,996 | | Other current assets (1) | 539 | | | 6,776 | |
Total prepaid expenses and other current assets | Total prepaid expenses and other current assets | $ | 15,564 | | | $ | 12,617 | | Total prepaid expenses and other current assets | $ | 8,633 | | | $ | 13,423 | |
(1) Other current assets includes aDecrease in balances is primarily due to the $5.8 million loss on transaction recognized for the net asset adjustment due from Global Campus related toin connection with the Sale Transaction which is currently in mediation.on July 31, 2022. See Note 16, “Subsequent Events.”
Property and Equipment, Net
Property and equipment, net, consisted of the following (in thousands): | | | As of September 30, 2021 | | As of December 31, 2020 | | As of June 30, 2022 | | As of December 31, 2021 |
| Furniture and office equipment | Furniture and office equipment | $ | 23,974 | | | $ | 36,146 | | Furniture and office equipment | $ | 1,383 | | | $ | 22,032 | |
Software | Software | 5,502 | | | 7,512 | | Software | — | | | 4,493 | |
Leasehold improvements | Leasehold improvements | 15,901 | | | 16,325 | | Leasehold improvements | — | | | 15,921 | |
Vehicles | Vehicles | 22 | | | 22 | | Vehicles | — | | | 22 | |
| Total property and equipment(1) | Total property and equipment(1) | 45,399 | | | 60,005 | | Total property and equipment(1) | 1,383 | | | 42,468 | |
Less accumulated depreciation and amortization | Less accumulated depreciation and amortization | (17,688) | | | (29,430) | | Less accumulated depreciation and amortization | (283) | | | (16,086) | |
Total property and equipment, net | Total property and equipment, net | $ | 27,711 | | | $ | 30,575 | | Total property and equipment, net | $ | 1,100 | | | $ | 26,382 | |
(1)Decrease in balances are partially due to the asset impairment recognized in connection with the transaction with Global Campus. See Note 16, “Subsequent Events.”
For the three months ended SeptemberJune 30, 20212022 and 2020,2021, depreciation and amortization expense related to property and equipment was $1.4$1.3 million and $1.5$1.3 million, respectively. For the ninesix months ended SeptemberJune 30, 20212022 and 2020,2021, depreciation and amortization expense related to property and equipment was $3.9$2.7 million and $4.7$2.6 million, respectively.
ZOVIO INC
Notes to Condensed Consolidated Financial Statements (Unaudited)
Goodwill and Intangibles, Net
Goodwill and intangibles, net, consisted of the following (in thousands): | | | September 30, 2021 | | June 30, 2022 |
Definite-lived intangible assets: | Definite-lived intangible assets: | Gross Carrying Amount | | Accumulated Amortization | | Net Carrying Amount | Definite-lived intangible assets: | Gross Carrying Amount | | Accumulated Amortization | | Net Carrying Amount |
Capitalized curriculum costs | $ | 13,932 | | | $ | (12,760) | | | $ | 1,172 | | |
Capitalized curriculum costs (1) | | Capitalized curriculum costs (1) | $ | 570 | | | $ | (114) | | | $ | 456 | |
Purchased intangible assets | Purchased intangible assets | 14,185 | | | (8,535) | | | 5,650 | | Purchased intangible assets | 12,455 | | | (8,700) | | | 3,755 | |
Total definite-lived intangible assets | Total definite-lived intangible assets | $ | 28,117 | | | $ | (21,295) | | | $ | 6,822 | | Total definite-lived intangible assets | $ | 13,025 | | | $ | (8,814) | | | $ | 4,211 | |
Goodwill | Goodwill | | | | | 23,176 | | Goodwill | | | | | 19,704 | |
Total goodwill and intangibles, net | Total goodwill and intangibles, net | | $ | 29,998 | | Total goodwill and intangibles, net | | $ | 23,915 | |
| | | December 31, 2020 | | December 31, 2021 |
Definite-lived intangible assets: | Definite-lived intangible assets: | Gross Carrying Amount | | Accumulated Amortization | | Net Carrying Amount | Definite-lived intangible assets: | Gross Carrying Amount | | Accumulated Amortization | | Net Carrying Amount |
Capitalized curriculum costs | Capitalized curriculum costs | $ | 13,745 | | | $ | (12,644) | | | $ | 1,101 | | Capitalized curriculum costs | $ | 13,982 | | | $ | (12,796) | | | $ | 1,186 | |
Purchased intangible assets | Purchased intangible assets | 14,185 | | | (6,677) | | | 7,508 | | Purchased intangible assets | 14,185 | | | (9,048) | | | 5,137 | |
Total definite-lived intangible assets | Total definite-lived intangible assets | $ | 27,930 | | | $ | (19,321) | | | $ | 8,609 | | Total definite-lived intangible assets | $ | 28,167 | | | $ | (21,844) | | | $ | 6,323 | |
Goodwill | Goodwill | | | | | 23,176 | | Goodwill | | | | | 23,176 | |
Total goodwill and intangibles, net | Total goodwill and intangibles, net | | $ | 31,785 | | Total goodwill and intangibles, net | | $ | 29,499 | |
(1)Decrease in balances are partially due to the asset impairment recognized in connection with the Transaction with Global Campus. See Note 16, “Subsequent Events.”
For the three months ended SeptemberJune 30, 20212022 and 2020,2021, amortization expense was $0.7$0.6 million and $1.3$0.7 million, respectively. For the ninesix months ended SeptemberJune 30, 20212022 and 2020,2021, amortization expense was $2.4$1.3 million and $4.0$1.7 million, respectively.
The following table summarizes the estimated remaining amortization expense as of each fiscal year ended below (in thousands): | Year Ended December 31, | Year Ended December 31, | | Year Ended December 31, | |
Remainder of 2021 | $ | 658 | | |
2022 | 2,533 | | |
Remainder of 2022 | | Remainder of 2022 | $ | 960 | |
2023 | 2023 | 2,380 | | 2023 | 1,919 | |
2024 | 2024 | 791 | | 2024 | 584 | |
2025 | 2025 | 122 | | 2025 | 129 | |
2026 | | 2026 | 122 | |
Thereafter | Thereafter | 338 | | Thereafter | 497 | |
Total future amortization expense | Total future amortization expense | $ | 6,822 | | Total future amortization expense | $ | 4,211 | |
ZOVIO INC
Notes to Condensed Consolidated Financial Statements (Unaudited)
Accounts Payable and Accrued Liabilities
Accounts payable and accrued liabilities consisted of the following (in thousands): | | | As of September 30, 2021 | | As of December 31, 2020 | | As of June 30, 2022 | | As of December 31, 2021 |
Accounts payable | Accounts payable | $ | 9,129 | | | $ | 11,246 | | Accounts payable | $ | 7,791 | | | $ | 5,967 | |
Accrued salaries and wages | Accrued salaries and wages | 7,305 | | | 6,149 | | Accrued salaries and wages | 4,364 | | | 5,434 | |
Accrued bonus | Accrued bonus | 2,521 | | | 11,428 | | Accrued bonus | 1,360 | | | 3,625 | |
Accrued vacation | Accrued vacation | 3,084 | | | 3,369 | | Accrued vacation | 2,915 | | | 3,037 | |
Accrued litigation and fees | Accrued litigation and fees | 8,041 | | | 8,341 | | Accrued litigation and fees | — | | | 22,376 | |
Minimum residual liability | Minimum residual liability | 7,422 | | | 1,216 | | Minimum residual liability | 68 | | | 14,987 | |
Accrued expenses | Accrued expenses | 14,494 | | | 12,473 | | Accrued expenses | 14,025 | | | 13,400 | |
| Current leases payable | Current leases payable | 4,405 | | | 6,934 | | Current leases payable | 4,071 | | | 4,492 | |
Accrued insurance liability | Accrued insurance liability | 1,424 | | | 1,537 | | Accrued insurance liability | 929 | | | 1,404 | |
Accrued income taxes payable | Accrued income taxes payable | 53 | | | — | | Accrued income taxes payable | — | | | 47 | |
Total accounts payable and accrued liabilities | Total accounts payable and accrued liabilities | $ | 57,878 | | | $ | 62,693 | | Total accounts payable and accrued liabilities | $ | 35,523 | | | $ | 74,769 | |
Other Long-Term Liabilities
Other long-term liabilities consisted of the following (in thousands): | | | As of September 30, 2021 | | As of December 31, 2020 | | As of June 30, 2022 | | As of December 31, 2021 |
Uncertain tax positions | $ | 28 | | | $ | 28 | | |
| | Notes payable | Notes payable | 2,885 | | | 2,981 | | Notes payable | $ | 2,797 | | | $ | 2,723 | |
Deferred revenue | Deferred revenue | 942 | | | — | | Deferred revenue | — | | | 807 | |
Other long-term liabilities | Other long-term liabilities | 4,722 | | | 4,172 | | Other long-term liabilities | 239 | | | 1,585 | |
Total other long-term liabilities | Total other long-term liabilities | $ | 8,577 | | | $ | 7,181 | | Total other long-term liabilities | $ | 3,036 | | | $ | 5,115 | |
9.8. Credit Facilities
The Company has issued letters of credit that are collateralized with cash, in the aggregate amount of $9.8$6.0 million as of SeptemberJune 30, 2021.2022. The letters of credit relate primarily to the Company's leased facilities and insurance requirements. The collateralized cash is held in restricted cash on the Company's condensed consolidated balance sheets.
The Company is required to provide surety bonds in certain states in which it does business. As a result, the Company had previously entered into a surety bond facility with an insurance company to provide such bonds when required. Although there are no remaining issued bonds on the Company’s behalf under this facility as of SeptemberJune 30, 2021,2022, the Company still holds certain liability associated with any required collateral.
On April 14, 2022, the Company entered into a Financing Agreement (the “Credit Facility”) among the Company, as borrower, each of its wholly-owned subsidiaries as subsidiary guarantors (the “Guarantors”), the lenders party thereto from time to time (the “Lenders”) and Blue Torch Finance LLC, as administrative agent and collateral agent for the Lenders (the “Agent”). The Credit Facility provided for a term loan in the aggregate principal amount of $31.5 million (the “Term Loan”). The proceeds of the Term Loan were used (i) to satisfy the judgement in the CA Attorney General lawsuit, and (ii) to fund the working capital of the Company and the Guarantors.
10.Subject to the terms of Credit Facility, the Term Loan had an interest rate per annum equal to LIBOR plus 9.0%, payable monthly. The principal amount of the Term Loan was to be repaid in equal quarterly installments of $393,750 beginning June 30, 2023 and through March 31, 2025, with the remaining unpaid principal amount of the Term Loan, and all accrued and unpaid interest thereon, due and payable on the maturity date of April 14, 2025. The Credit Facility contained customary
ZOVIO INC
Notes to Condensed Consolidated Financial Statements (Unaudited)
representations, warranties, affirmative and negative covenants (including financial covenants), and indemnification provisions in favor of the Agent and the Lenders.
Concurrent with the sale of TutorMe on May 23, 2022, the Company repaid in full all outstanding obligations of the Company owed to Blue Torch Finance, LLC and the Lenders pursuant to the Credit Facility. In connection with the Company’s repayment of the outstanding obligations under the Credit Facility, Blue Torch terminated the Credit Facility and released all of its security interests in and liens on all of the assets of the Company and its subsidiaries.
There was an extinguishment of debt and an early termination of the loan during the period ended June 30, 2022. All fees associated with the term loan, including a termination fee of $0.5 million, and the write-off of the unamortized financing fees of $3.0 million. These along with normal interest expense of $0.3 million and amortization of issuance costs of $0.1 million, were included as part of “Other income (expense), net” in the condensed consolidated statements of income (loss).
9. Lease Obligations
Operating Leases
The Company leases various office and classroom facilities with terms that expire at various dates through 2033. These facilities are used for academic operations, corporate functions, enrollment services and student support services. The Company does not have any leases other than its office facilities and classrooms. All of the leases were classified as operating leases for the period ended SeptemberJune 30, 2021,2022, and the Company does not have any finance leases. All of the leases, other than those that may qualify for the short-term scope exception of 12 months or less, are recorded on the Company’s condensed consolidated balance sheets.
ZOVIO INC
Notes to Condensed Consolidated Financial Statements (Unaudited)
TheIn 2021, the Company obtained additionalentered into a new lease in New York for classrooms and office space and recorded a right-of-use assetsasset of $14.6 million in exchange for lease obligations relatedobligations. However, in the fourth quarter of 2021, the Company began to new classroom and office leases duringmarket this space for sublease. There is no impairment indicator at this time, but there is no guarantee that the period ended September 30, 2021.Company will be able to sublease the space at rates materially similar to that of the current lease.
The Company has agreements toCompany's 1 active sublease certain portions of its office facilities, with 2 active subleases as of SeptemberJune 30, 2021.2022 relates to office space of approximately 21,000 square feet in Denver, Colorado with a remaining commitment to lease of 8 months and net lease payments of $0.4 million. Sublease income for the six months ended June 30, 2022 and 2021 was $0.3 million and $1.3 million, respectively. The Company’s subleases dosublease does not include any options to extend or for early termination and do not contain any residual value guarantees or restrictive covenants. All of the subleases wereThe sublease was classified as an operating leaseslease for the period ended SeptemberJune 30, 2021. The Company is subleasing office space of approximately 21,000 square feet in Denver, Colorado with a remaining commitment to lease of 17 months and net lease payments of $0.9 million. The Company is also subleasing approximately 24,000 square feet of office space in San Diego, California with a remaining commitment to lease of 3 months and net lease payments of $0.3 million. Sublease income for the nine months ended September 30, 2021 and 2020 was $1.9 million and $1.4 million, respectively.2022.
11. Income (Loss)10. Loss Per Share
Basic income (loss)loss per share is calculated by dividing net income (loss)loss available to common stockholders for the period by the weighted average number of common shares outstanding for the period.
Diluted income (loss)loss per share is calculated by dividing net income (loss)loss available to common stockholders for the period by the sum of (i) the weighted average number of common shares outstanding for the period, plus (ii) potentially dilutive securities outstanding during the period, if the effect is dilutive. Potentially dilutive securities for the periods presented include stock options, unvested restricted stock units (“RSUs”) and unvested performance stock units (“PSUs”).
ZOVIO INC
Notes to Condensed Consolidated Financial Statements (Unaudited)
The following table sets forth the computation of basic and diluted income (loss)loss per share for the periods indicated (in thousands, except per share data): | | | Three Months Ended September 30, | | Nine Months Ended September 30, | | Three Months Ended June 30, | | Six Months Ended June 30, |
| | 2021 | | 2020 | | 2021 | | 2020 | | 2022 | | 2021 | | 2022 | | 2021 |
Numerator: | Numerator: | | | | | | | | Numerator: | | | | | | | |
Net income (loss) | $ | (5,219) | | | $ | 1,121 | | | $ | (18,745) | | | $ | 8,288 | | |
Net loss | | Net loss | $ | (4,673) | | | $ | (4,033) | | | $ | (12,110) | | | $ | (13,526) | |
Denominator: | Denominator: | | | | | Denominator: | | | | |
Weighted average number of common shares outstanding | Weighted average number of common shares outstanding | 33,427 | | | 32,646 | | | 33,182 | | | 31,711 | | Weighted average number of common shares outstanding | 34,122 | | | 33,343 | | | 33,844 | | | 33,058 | |
Effect of dilutive options and stock units | Effect of dilutive options and stock units | — | | | 1,369 | | | — | | | 631 | | Effect of dilutive options and stock units | — | | | — | | | — | | | — | |
| Diluted weighted average number of common shares outstanding | Diluted weighted average number of common shares outstanding | 33,427 | | | 34,015 | | | 33,182 | | | 32,342 | | Diluted weighted average number of common shares outstanding | 34,122 | | | 33,343 | | | 33,844 | | | 33,058 | |
Income (loss) per share: | | | | | | | | |
Loss per share: | | Loss per share: | | | | | | | |
Basic | Basic | $ | (0.16) | | | $ | 0.03 | | | $ | (0.56) | | | $ | 0.26 | | Basic | $ | (0.14) | | | $ | (0.12) | | | $ | (0.36) | | | $ | (0.41) | |
Diluted | Diluted | $ | (0.16) | | | $ | 0.03 | | | $ | (0.56) | | | $ | 0.26 | | Diluted | $ | (0.14) | | | $ | (0.12) | | | $ | (0.36) | | | $ | (0.41) | |
The following table sets forth the number of stock options and stock units excluded from the computation of diluted income (loss)loss per share for the periods indicated below because their effect was anti-dilutive (in thousands): | | | Three Months Ended September 30, | | Nine Months Ended September 30, | | Three Months Ended June 30, | | Six Months Ended June 30, |
| | 2021 | | 2020 | | 2021 | | 2020 | | 2022 | | 2021 | | 2022 | | 2021 |
Stock options | Stock options | 1,279 | | | 1,525 | | | 1,391 | | | 1,654 | | Stock options | 800 | | | 1,308 | | | 949 | | | 1,445 | |
Stock units | Stock units | 972 | | | — | | | 1,170 | | | 577 | | Stock units | 3,187 | | | 1,269 | | | 3,077 | | | 1,094 | |
11. Stock-Based Compensation
The Company recorded a reversal of $13.0 thousand of stock-based compensation expense for the three months ended June 30, 2022, primarily relating to the forfeitures of certain performance-based PSUs not meeting their targets. The Company recorded $0.2 million of stock-based compensation expense for the three months ended June 30, 2021. The related income tax expense was $3.0 thousand for the three months ended June 30, 2022, and the related income tax benefit was $0.1 million for the three months ended June 30, 2021.
The Company recorded a reversal of $1.2 million for the six months ended June 30, 2022, primarily relating to the forfeitures of certain performance-based PSUs not meeting their targets. The Company recorded an expense of $2.6 million of stock-based compensation expense for the six months ended June 30, 2021. The related income tax expense was $0.3 million for the six months ended June 30, 2022, and the related income tax benefit was $0.7 million for the six months ended June 30, 2021.
During the six months ended June 30, 2022, the Company granted 1.0 million RSUs at a weighted average grant date fair value of $0.84 and 0.6 million RSUs vested. During the six months ended June 30, 2021, the Company granted 1.0 million RSUs at a weighted average grant date fair value of $3.39, and 0.9 million RSUs vested.
During the six months ended June 30, 2022, the Company granted 0.4 million performance-based PSUs at a weighted average grant date fair value of $0.90, and 0.2 million performance-based or market-based PSUs vested. During the six months ended June 30, 2021, the Company granted 0.8 million performance-based PSUs at a weighted average grant date fair value of 2.73, and no performance-based or market-based PSUs vested.
During each of the six months ended June 30, 2022, and 2021, the Company did not grant any stock options and no stock options were exercised.
ZOVIO INC
Notes to Condensed Consolidated Financial Statements (Unaudited)
12. Stock-Based Compensation
The Company recorded $1.0 million and $1.1 million of stock-based compensation expense for the three months ended September 30, 2021 and 2020, respectively. The related income tax benefit was $0.2 million and $0.3 million for the three months ended September 30, 2021 and 2020, respectively.
The Company recorded $3.6 million and $6.1 million of stock-based compensation expense for the nine months ended September 30, 2021 and 2020, respectively. The related income tax benefit was $0.9 million and $1.5 million for the nine months ended September 30, 2021 and 2020, respectively.
During the nine months ended September 30, 2021, the Company granted 1.1 million RSUs at a weighted average grant date fair value of $3.31 and 1.0 million RSUs vested. During the nine months ended September 30, 2020, the Company granted 1.4 million RSUs at a grant date fair value of $2.22, and 0.8 million RSUs vested.
During the nine months ended September 30, 2021, the Company granted 0.9 million performance-based PSUs at a weighted average grant date fair value of 2.72, and no performance-based or market-based PSUs vested. During the nine months ended September 30, 2020, 1.1 million market-based PSUs were granted at a weighted average grant date fair value of 2.18 and no performance-based or market-based PSUs vested.
During each of the nine months ended September 30, 2021, and September 30, 2020, the Company did not grant any stock options and no stock options were exercised.
As of SeptemberJune 30, 2021,2022, unrecognized compensation cost was $5.4$4.3 million related to unvested stock options, RSUs and PSUs.
13.12. Income Taxes
The Company uses the asset-liability method to account for taxes. Under this method, deferred income tax assets and liabilities result from temporary differences between the tax basis of assets and liabilities and their reported amounts in the condensed consolidated financial statements that will result in income and deductions in future years.
The Company recognizes deferred tax assets if realization of such assets is more-likely-than-not. In order to make this determination, the Company evaluates a number of factors including the ability to generate future taxable income from reversing taxable temporary differences, forecasts of financial and taxable income or loss, and the ability to carryback certain operating losses to refund taxes paid in prior years. The cumulative loss incurred over the three-year period ended SeptemberJune 30, 20212022 constituted significant negative objective evidence against the Company’s ability to realize a benefit from its federal deferred tax assets. Such objective evidence limited the ability of the Company to consider in its evaluation certain subjective evidence such as the Company’s projections for future growth. On the basis of its evaluation, the Company determined that its deferred tax assets were not more-likely-than-not to be realized and that a valuation allowance against its deferred tax assets should continue to be maintained as of SeptemberJune 30, 2021.2022.
The Company’s current effective income tax rate that has been applied to normal, recurring operations for the ninesix months ended SeptemberJune 30, 2021 was (1.0)%. The Company’s actual effective income tax rate for the nine months ended September 30, 2021,2022, after discrete items, was 0.4%(0.7)%.
As of both SeptemberJune 30, 2021,2022, and December 31, 2020,2021, the Company had $19 thousand, respectively, ofdid not have any gross unrecognized tax benefits, of which $15 thousand, respectively, would impact the effective income tax rate if recognized.benefits. Although the Company believes the tax accruals provided are reasonable, the final determination of tax returns under review or returns that may be reviewed in the future and any related litigation could result in tax liabilities that materially differ from the Company’s historical income tax provisions and accruals.
The Company has analyzed filing positions in all of the federal and state jurisdictions where it is required to file income tax returns, as well as all open tax years in these jurisdictions. The 2017 tax years 2001 through 2020year and forward are open to examination by major taxing jurisdictionsfor federal income tax purposes, and the 2015 tax year and forward are open to which the Company is subject.
examination for state income tax purposes.
ZOVIO INC
Notes to Condensed Consolidated Financial Statements (Unaudited)
14.13. Regulatory
The Company is subject to extensive regulation by federal and state governmental agencies and accrediting bodies. In particular, the Higher Education Act of 1965, as amended (“Higher Education Act”), and the regulations promulgated thereunder by the U.S. Department of Education (“Department”) subject the Company and its university partners to significant regulatory scrutiny on the basis of numerous standards that institutions of higher education must satisfy in order to participate in the various federal student financial aid programs under Title IV of the Higher Education Act (“Title IV programs”).
Following the July 31, 2022 Transaction with Global Campus, the Company was released from all remaining obligations under the UAGC/Zovio Agreements, including from all indemnification obligations under the Original Asset Purchase Agreement. For additional information, see Note 16, “Subsequent Events.”
Department of Education On-Site Program Review of former Ashford University
In December 2016, the Department informed the University that it intended to continue the on-site program review, which commenced in January 2017 and initially covered the 2015-2016 and 2016-2017 award years, but may be expanded if the Department deems such expansion appropriate. To date, the Company has not received a draft report from the Department.
Department of Education Close Out Audit of University of the Rockies
TheDuring the fiscal year 2018, the Company previously recorded an expense of $1.5 million, during the fiscal year 2018, in relation to the close out audit of University of the Rockies resulting from its merger with the University in October 2018. The expense was recorded in relation to borrower defense to repayment regulations. On September 26, 2019, the Department sent the University a Final Audit
ZOVIO INC
Notes to Condensed Consolidated Financial Statements (Unaudited)
Determination letter for the University of the Rockies. This letter confirmed that with the exception of the borrower defense to repayment regulations, none of the other audit findings resulted in financial liability. The Department also stated that additional liabilities could accrue in the future. On December 19, 2019, the Company filed an administrative appeal with the Department appealing the alleged liability on the basis that the University of Rockies did not close but rather merged with the University. The briefing on the appeal is complete and the Company is awaiting a decision by the administrative law judge.
WSCUC Accreditation of formerGlobal Campus (formerly Ashford UniversityUniversity)
Global Campus is regionally accredited by WASC Senior College and University Commission (“WSCUC”). As part of the WSCUC Institutional Review Process, a Reaffirmation of Accreditation Visit was conducted by an evaluation team in April 2019. At its meeting inIn June 2019, the CommissionWSCUC acted to reaffirm accreditation through Spring 2025.
In connection with the Purchase Agreement by and among the Company and the University of Arizona, the Company submitted to WSCUC, on July 1, 2020, a substantive change application for a change in ownership from the University to Global Campus which required review and approval by the Substantive Change Committee and the Structural Change Committee of the Commission.
On November 12, 2020, WSCUC approved the change of control application filed to complete the Sale Transaction,Original Asset Purchase Agreement, subject to certain conditions. These conditions included (i) ensuring that Global Campus is differentiated effectively from the University of Arizona and its affiliates in marketing materials; (ii) providing a report to WSCUC within 90 days of the close of the transaction outlining the actionable steps it will take to address student success including in the form of retention and graduation; (iii) those officers, administrators and related parties who become Global Campus officers or administrators divest themselves of their financial and ownership interest in the Company; and (iv) Global Campus and the Company submit a revised strategic services agreement which incorporates any applicable key performance indicators into that agreement. Additionally, WSCUC notified Global Campus that the provisions of the Notice of Concern issued as part of the reaffirmation of the University in July 2019 also remain in effect.
Department of Education Regulation
On December 1, 2020, the parties to the Purchase Agreement entered into Amendment No. 1 to the Purchase Agreement (“Amendment”) pursuant to which, among other things, the University of Arizona and Global Campus waived the closing condition regarding issuance of a pre-acquisition review notice by the Department of Education. Under the terms of the Purchase Agreement, as amended, the Closing was subject to customary closing conditions for transactions in this sector. The Department iswas expected to conduct a post-closing review of Global Campus, following the Sale Transaction, consistent with the Department’s procedures during which the Department makes a determination on the institution’s request for recertification from the Department following the change of control, including whether to impose or place other conditions or restrictions.
ZOVIO INC
Notes to Condensed Consolidated Financial Statements (Unaudited)
To be eligible to participate in Title IV programs, an institution must comply with the Higher Education Act and the regulations thereunder that are administered by the Department. The provisions
On July 1, 2022, the Department notified the Company that as a result of the Statement of Decisions issued in the California Attorney General matter as described below in Note 14, “Commitments and Contingencies,” the Department was conducting a preliminary review of the Company’s participation in Title IV Higher Education Act also include being in complianceprograms and requested various documents and information from the Company. The Company is evaluating the request and cooperating with the following:Department.
•The 90/10 Rule-A proprietary institution loses eligibility to participate in Title IV programs if the institution derives more than 90% of its revenues from Title IV program funds for two consecutive fiscal years, as calculated in accordance with Department regulations. Any institution that violates the 90/10 rule for two consecutive fiscal years becomes ineligible to participate in Title IV programs for at least two fiscal years. In addition, an institution whose rate exceeds 90% for any single fiscal year is placed on provisional certification and may be subject to other enforcement measures.
•Cohort Default Rate -For each federal fiscal year, the Department calculates a rate of student defaults over a three-year measuring period for each educational institution, which is known as a “cohort default rate.” An institution may lose eligibility to participate in the Federal Direct Loan Program and the Federal Pell Grant Program if, for each of the three most recent federal fiscal years, 30% or more of its students who became subject to a repayment obligation in that federal fiscal year defaulted on such obligation by the end of the following federal fiscal year.
•Financial Responsibility - The Department calculates an institution’s composite score for financial responsibility based on its (i) equity ratio, which measures the institution’s capital resources, ability to borrow and financial viability; (ii) primary reserve ratio, which measures the institution’s ability to support current operations from expendable resources; and (iii) net income ratio, which measures the institution’s ability to operate at a profit. An institution that does not meet the Department’s minimum composite score of 1.5 may demonstrate its financial responsibility by posting a letter of credit in favor of the Department and possibly accepting other conditions on its participation in the Title IV programs.
Borrowers Defense to Repayment
On October 28, 2016, the Department published borrower defense to repayment regulations to change processes that assist students in gaining relief under certain provisions of the Direct Loan Program regulations. These defense to repayment regulations allow a borrower to assert a defense to repayment on the basis of a substantial misrepresentation, any other misrepresentation in cases where certain other factors are present, a breach of contract or a favorable nondefault contested judgment against a school for its act or omission relating to the making of the borrower’s loan or the provision of educational services for which the loan was provided. In addition, the financial responsibility standards contained in the new regulations establish the conditions or events that trigger the requirement for an institution to provide the Department with financial protection in the form of a letter of credit or other security against potential institutional liabilities. Triggering conditions or events include, among others, certain state, federal or accrediting agency actions or investigations, and in the case of publicly traded companies, receipt of certain warnings from the SEC or the applicable stock exchange, or the failure to timely file a required annual or quarterly report with the SEC. The new regulations also prohibit schools from requiring that students agree to settle future disputes through arbitration.
On March 15, 2019, the Department issued guidance for the implementation of parts of the regulations. The guidance covers an institution’s responsibility in regard to reporting mandatory and discretionary triggers as part of the financial responsibility standards, class action bans and pre-dispute arbitration agreements, submission of arbitral and judicial records, and repayment rates.
On August 30, 2019, the Department finalized the regulations derived from the 2017-2018 negotiated rulemaking process and subsequent public comments. This version of the borrower defense regulations applies to all federal student loans made on
ZOVIO INC
Notes to Condensed Consolidated Financial Statements (Unaudited)
or after July 1, 2020, and, among other things: grants borrowers the right to assert borrower defense to repayment claims against institutions, regardless of whether the loan is in default or in collection proceedings; allows borrowers to file defense to repayment claims three years from either the student’s date of graduation or withdrawal from the institution; and gives students the ability to allege a specific amount of financial harm and to obtain relief in an amount determined by the Department, which may be greater or lesser than their original claim amount. It also includes financial triggers and other factors for recalculating an institution’s financial responsibility composite score that differ from those in the 2016 regulations.
ZOVIO INC
Notes to Condensed Consolidated Financial Statements (Unaudited)
On March 18, 2021, the Department announced it would adopt a streamlined approach for granting full debt relief to borrowers reversing the methodology first announced in December 2019 that allowed for partial student loan cancellation for borrowers. The Department determined that the previous methodology did not result in an appropriate relief determination.
In July 2020, the Department notified the Company that they would be initiating a preliminary review of borrower defense applications from borrowers who made claims regarding the University. As part of the initial fact-finding process, the Department will send individual student claims to the University and allow the institution the opportunity to submit a response to the borrower’s allegations. In 2020, the Company received and timely responded to the submitted claims. The Company has responded to everything receivedclaims and cannot predict the outcome of the Department’s review at this time. In 2022, Global Campus also received additional borrower defense applications from borrowers. Global Campus is responding to these additional submitted claims and we cannot predict the outcome of the Department's review at this time.
15.14. Commitments and Contingencies
Litigation
From time to time, the Company is a party to various lawsuits, claims and other legal proceedings that arise in the ordinary course of business. When the Company becomes aware of a claim or potential claim, it assesses the likelihood of any loss or exposure. In accordance with GAAP, the Company records loss contingencies in its financial statements only for matters in which losses are probable and can be reasonably estimated. Where a range of loss can be reasonably estimated, the best estimate within that range should be accrued. If no estimate is better than another, the Company records the minimum estimated liability in the range. If the loss is not probable or the amount of the loss cannot be reasonably estimated, the Company discloses the nature of the specific claim if the likelihood of a potential loss is reasonably possible and the amount involved could be material. The Company continuously assesses the potential liability related to the Company’s pending litigation and revises its estimates when additional information becomes available. Other than the specific liabilities assumed by Global Campus, the Company and AU LLC will generally remain responsible for liabilities of the University relating to periods prior to the closing of the Sale Transaction. Below is a list of material legal proceedings to which the Company or its subsidiaries is a party.
California Attorney General Investigation of For-Profit Educational Institutions
In January 2013, the Company received from the Attorney General of the State of California (“CA Attorney General”) an Investigative Subpoena relating to the CA Attorney General’s investigation of for-profit educational institutions. Pursuant to the Investigative Subpoena, the CA Attorney General requested documents and detailed information for the time period March 1, 2009 to the date of the Investigative Subpoena. On July 24, 2013, the CA Attorney General filed a petition to enforce certain categories of the Investigative Subpoena related to recorded calls and electronic marketing data. On September 25, 2013, the Company reached an agreement with the CA Attorney General to produce certain categories of the documents requested in the petition and stipulated to continue the hearing on the petition to enforce from October 3, 2013 to January 9, 2014. On January 13, 2014 and June 19, 2014, the Company received additional Investigative Subpoenas from the CA Attorney General, each requesting additional documents and information for the time period March 1, 2009 through each such date.
Representatives from the Company met with representatives from the CA Attorney General’s office on several occasions to discuss the status of the investigation, additional information requests, and specific concerns related to possible unfair business practices in connection with the Company’s recruitment of students and debt collection practices. The parties also discussed a potential resolution involving injunctive relief, other non-monetary remedies and a payment to the CA Attorney General and in the third quarter of 2016, the Company recorded an expense of $8.0 million related to the cost of resolving this matter.
The parties did not reach a resolution and on November 29, 2017, the CA Attorney General filed suit against Ashford and the Company. The Company intends to vigorously defenddefended this case and emphatically denies the allegations made by the CA Attorney General that it ever deliberately misled its students, falsely advertised its programs, or in any way waswere not fully accurate in its statements to investors. A bench trial for this matter is scheduled to begin intook place from November 2021 through December 2021. We cannot predict the outcome of this matter at this time. The Company cannot reasonably estimate any updated range of loss for this action based on currently available information and as such, the prior accrual of $8.0 million remains and is recorded on the accounts payable and accrued liabilities line item on the condensed consolidated balance sheets.
ZOVIO INC
Notes to Condensed Consolidated Financial Statements (Unaudited)
On March 7, 2022, the Superior Court of the State of California, County of San Diego (the “Court”), issued a Statement of Decision regarding the Lawsuit in favor of the CA Attorney General. In the Statement of Decision, the Court ordered the Company to pay $22.4 million in statutory penalties. As a result, the Company accrued an additional $14.3 million in the fourth quarter of 2021, for a total of $22.4 million accrued as of December 31, 2021. The Court denied the CA Attorney General’s demands for restitution and injunctive relief finding no evidence postdating 2017 that would necessitate an injunction. The Company is disappointed by the Court’s decision and believes that its practices were at all times in compliance with California law. On June 10, 2022, the Company filed a notice of appeal on the Statement of Decision. During the second quarter of 2022, the Company paid $23.3 million, which included the full amount of the judgment as well as applicable costs and accrued interest. This payment does not waive the Company’s right to appeal the judgment.
In connection with the Transaction closed on July 31, 2022, the Company granted UAGC the right to any refund achieved from the State of California as a result of the appeal. For additional information, see Note 16, “Subsequent Events.”
16.15. Segment Information
Prior to December 1, 2020, theThe Company operated in one segment for reporting purposes. Following the Sale Transaction, the Company now operates in 2 reportable segments: University Partners and Zovio Growth. These segments were recast based upon the Company’s respective offerings.
On December 1, 2020, the Company consummated the Sale Transaction. For additional information see Note 1, “Nature of Business.” The Company reports segment information based upon the management approach, and the Sale Transaction resulted in a change in how the chief operating decision maker viewedviews the operations moving forward. This change includedoperations.
Until the creationsale of TutorMe, the Company had three operating segments: Fullstack, TutorMe, and Zovio, and two2 reportable segments: University Partners and Zovio Growth. On May 23, 2022, the Company completed the sale of TutorMe by which the Company sold substantially all of the assets of TutorMe’s business in consideration of cash and the assumption of certain liabilities of TutorMe’s business. For additional information, see Note 1, “Nature of Business.”
The Company’s operating segments are determined based on (i) financial information reviewed by the CEO, who is the chief operating decision maker, (ii) internal management and related reporting structure, and (iii) the basis upon which the chief operating decision maker makes resource allocation decisions. In conjunction with the departure of the Company's previous chief executive officer in March 2021, the chief operating decision maker transitioned to the Office of the CEO, which is comprised of three executives. The
Fullstack and TutorMe, operating segmentsthrough sale date, are aggregated into a single reportable segment, thecalled Zovio Growth segment.Growth. The aggregation of the Fullstack and TutorMe operating segments iswas based on their uniform customer bases and methods of services provided as well as evaluation of quantitative thresholds as required by ASC 280-10-50-12. Based on these same quantitative tests, the Zovio operating segment is a separate reportable segment, thecalled University Partners Segment. This change inPartners. The segment reporting did not have any impact on the determination of reporting units used to assess impairment under ASC 350, Intangibles - Goodwill and Other.
The Company’s University Partners segment includes the technology and services provided to colleges and universities to enable the online delivery of degree programs and related goods and services. University Partners also includes the tuition revenue related to the University prior to the Sale Transaction on December 1, 2020.
ZOVIO INC
Notes to Condensed Consolidated Financial Statements (Unaudited)
Segment Performance
The following table summarizes financial information regarding each reportable segment’s results of operations for the periods presented (in thousands): | | | Three Months Ended September 30, | | Nine Months Ended September 30, | | Three Months Ended June 30, | | Six Months Ended June 30, |
| | 2021 | | 2020 | | 2021 | | 2020 | | 2022 | | 2021 | | 2022 | | 2021 |
Revenue by segment | Revenue by segment | | | | | | | | Revenue by segment | | | | | | | |
University Partners | University Partners | $ | 55,185 | | $ | 95,991 | | $ | 187,118 | | $ | 288,819 | University Partners | $ | 42,784 | | $ | 62,254 | | $ | 95,117 | | $ | 131,933 |
Zovio Growth | Zovio Growth | 7,041 | | 6,175 | | 21,153 | | 15,159 | Zovio Growth | 8,596 | | 6,932 | | 17,896 | | 14,112 |
Total revenue and other revenue | Total revenue and other revenue | $ | 62,226 | | $ | 102,166 | | $ | 208,271 | | $ | 303,978 | Total revenue and other revenue | $ | 51,380 | | $ | 69,186 | | $ | 113,013 | | $ | 146,045 |
| Segment profitability | Segment profitability | | Segment profitability | |
University Partners | University Partners | $ | (408) | | $ | 6,036 | | $ | (6,499) | | $ | 11,109 | University Partners | $ | 3,039 | | $ | (654) | | $ | 413 | | $ | (6,091) |
Zovio Growth | Zovio Growth | (2,648) | | (2,517) | | (6,121) | | (6,916) | Zovio Growth | (2,002) | | (1,858) | | (4,575) | | (3,473) |
Total segment profitability(1) | Total segment profitability(1) | $ | (3,056) | | $ | 3,519 | | $ | (12,620) | | $ | 4,193 | Total segment profitability(1) | $ | 1,037 | | $ | (2,512) | | $ | (4,162) | | $ | (9,564) |
(1) Segment profitability represents EBITDA.
The following table reconciles total loss before income taxes to total segment profitability (in thousands): | | | Three Months Ended September 30, | | Nine Months Ended September 30, | | Three Months Ended June 30, | | Six Months Ended June 30, |
| | 2021 | | 2020 | | 2021 | | 2020 | | 2022 | | 2021 | | 2022 | | 2021 |
Income (loss) before income taxes | $ | (5,160) | | | $ | 693 | | | $ | (18,827) | | | $ | (4,618) | | |
Loss before income taxes | | Loss before income taxes | $ | (4,665) | | | $ | (4,257) | | | $ | (12,024) | | | $ | (13,667) | |
Adjustments: | Adjustments: | | Adjustments: | |
Other expense, net | Other expense, net | 69 | | | (39) | | | (90) | | | 62 | | Other expense, net | 3,824 | | | (232) | | | 3,951 | | | (159) | |
Depreciation and amortization expense | Depreciation and amortization expense | 2,035 | | | 2,865 | | | 6,297 | | | 8,749 | | Depreciation and amortization expense | 1,878 | | | 1,977 | | | 3,911 | | | 4,262 | |
| Total segment profitability | Total segment profitability | $ | (3,056) | | | $ | 3,519 | | | $ | (12,620) | | | $ | 4,193 | | Total segment profitability | $ | 1,037 | | | $ | (2,512) | | | $ | (4,162) | | | $ | (9,564) | |
During both the ninethree months ended Septemberand six months ended June 30, 20212022 and SeptemberJune 30, 2020,2021, Global Campus accounted for the entire amount of the University Partners segment revenue, respectively.
During both the ninea three months ended Septemberand six months ended June 30, 20212022 or 2020,2021, there were no customers or individual university clients which accounted for 10% or more of the Zovio Growth segment revenue.
The Company’s total assets by segment are as follows (in thousands): | | | | | | | | | | | |
| As of September 30, 2021 | | As of December 31, 2020 |
University Partners | $ | 95,903 | | | $ | 111,830 | |
Zovio Growth | 61,872 | | | 49,476 | |
Total assets | $ | 157,775 | | | $ | 161,306 | |
| | | | | | | | | | | |
| As of June 30, 2022 | | As of December 31, 2021 |
University Partners | $ | 35,907 | | | $ | 86,628 | |
Zovio Growth | 49,526 | | | 62,406 | |
Total assets | $ | 85,433 | | | $ | 149,034 | |
ZOVIO INC
Notes to Condensed Consolidated Financial Statements (Unaudited)
The Company’s accounts receivable and deferred revenue in each segment are as follows (in thousands): | | | | | | | | | | | |
| As of September 30, 2021 | | As of December 31, 2020 |
University Partners accounts receivable | $ | 49 | | | $ | 45 | |
Zovio Growth accounts receivable | 8,490 | | | 7,159 | |
Total accounts receivable | $ | 8,539 | | | $ | 7,204 | |
| | | |
University Partners deferred revenue | $ | — | | | $ | 10 | |
Zovio Growth deferred revenue | 14,025 | | | 8,080 | |
Total deferred revenue | $ | 14,025 | | | $ | 8,090 | |
| | | | | | | | | | | |
| As of June 30, 2022 | | As of December 31, 2021 |
University Partners | $ | 252 | | | $ | 78 | |
Zovio Growth | 4,699 | | | 9,553 | |
Total accounts receivable | $ | 4,951 | | | $ | 9,631 | |
| | | |
| | | |
| | | |
| | | |
As of each SeptemberJune 30, 20212022 and December 31, 2020,2021, the University Partners accounts receivable balance was immaterial. As of each SeptemberJune 30, 20212022 and December 31, 2020,2021, there were no individual partners or customers which accounted for 10% or more of the Zovio Growth accounts receivable balance, as customers are individual students or third parties paying on their behalf, rather than university clients.
The Company’s deferred revenue and student deposit amounts as of June 30, 2022 and December 31, 2021, respectively, are fully attributable to the Zovio Growth segment. For additional information on deferred revenue and student deposits, see Note 3, “Revenue, Other Revenue and Deferred Revenue.”
The Company’s goodwill amounts as of SeptemberJune 30, 20212022 and December 31, 2020,2021, respectively, are fully attributable to the Zovio Growth segment. For additional information on goodwill, see Note 8,7, “Other Significant Balance Sheet Accounts - Goodwill and intangibles, net.”
16. Subsequent Events
The Company performed an evaluation of events occurring between the end of our most recent quarter end and the date of filing these condensed consolidated financial statements.
As previously disclosed, in December 2020, the Company, along with The University of Arizona Global Campus, an Arizona nonprofit corporation (“Global Campus” or “UAGC”), and the Arizona Board of Regents, a body corporate, for and on behalf of The University of Arizona (“UofA”), entered into an Asset Purchase and Sale Agreement (as amended, the “Original Asset Purchase Agreement”), pursuant to which, among other things, Zovio agreed to sell to UAGC certain institutional assets related to its regionally-accredited, online university (the “University”). In connection with that transaction, the parties entered into a long-term Strategic Services Agreement (the “UAGC Services Agreement” and, together with the Original Asset Purchase Agreement and certain related agreements, the “UAGC/Zovio Agreements”), dated December 1, 2020, pursuant to which, among other things, Zovio was engaged by UAGC to provide certain services related to UAGC’s operation of the University, including recruiting, admissions, marketing, student financial aid processing, and financial aid advising, program advising, student retention advising, support services for academics, information technology and institutional support services in exchange for the service fees described in the UAGC Services Agreement (collectively, the “UAGC Services Business”).
On July 31, 2022, the Company entered into and simultaneously closed a new asset purchase agreement (the “New Asset Purchase Agreement”), pursuant to which Zovio sold to UAGC all of the remaining assets of Zovio related to the UAGC Services Business (the “Transaction”). In connection with the Transaction, the parties terminated the previous agreements. In addition, UAGC (a) paid to Zovio cash in the amount of $1.00, (b) assumed all obligations under Zovio’s business contracts associated with the UAGC Services Businesses, including the lease for the facilities located in Chandler, Arizona, which has a remaining term of eight years and approximately $20.0 million in rent obligations, (c) released Zovio from all remaining obligations under the UAGC/Zovio Agreements, including from all indemnification obligations under the Original Asset Purchase Agreement and all minimum payment guarantees under the UAGC Services Agreement, and (d) granted Zovio a general release of all claims. In addition, UAGC hired substantially all of the UAGC Services Business employees (as determined by UAGC). In turn, Zovio (i) paid to UAGC cash in the amount of $5.5 million, reflecting the allocated minimum payment owed by Zovio to UAGC for the month of July 2022, (ii) paid to UAGC cash in the amount of $5.0 million, and assigned to UAGC the right to a security deposit in the amount of $2.7 million, for assumption of Zovio’s obligations under the Chandler lease, (iii) granted UAGC the right to any refund achieved by Zovio after the closing of the Transaction from the State of California as a result of its appeal of that certain judgment set forth in the Statement of Decision issued by the Superior Court of the State of California, County of San Diego on March 3, 2022, (iv) released UAGC from all remaining obligations under the UAGC/Zovio Agreements, and (v) granted UAGC and UofA a general release of all claims.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following Management’s Discussions and Analysis of Financial Condition and Results of Operations should be read in conjunction with our condensed consolidated financial statements and related notes thereto included in Part I, Item 1 of this report. For additional information regarding our financial condition and results of operations, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 20202021 (“Form 10-K”), filed with the Securities and Exchange Commission (“SEC”) on February 24, 2021,April 15, 2022, as well as our consolidated financial statements and related notes thereto included in Part II, Item 8 of the Form 10-K.
Unless the context indicates otherwise, in this report the terms “Zovio,” “the Company,” “we,” “us” and “our” refer to Zovio Inc, a Delaware corporation, and its wholly owned and indirect subsidiaries.
Forward-Looking Statements
This Quarterly Report on Form 10-Q (“Form 10-Q”) contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (“Exchange Act”). All statements other than statements of historical fact may be forward-looking statements. Forward-looking statements may include, among others, statements regarding future events, future financial and operating results, strategies, expectations, the competitive environment, regulation and the availability of financial resources, including, without limitation, statements regarding:
•our ability and the ability of our current or any future university partners to comply with the extensive and continually evolving regulatory framework, applicable to such partners, including but not limited to Title IV of the Higher Education Act of 1965, as amended (“Higher Education Act”), and its implementing regulations, the gainful employment regulations, defense to repayment regulations, state authorization regulations, state laws and regulatory requirements, and accrediting agency requirements;
•our ability to meet any conditions of the U.S. Department of Education (the “Department”) with respect to the Asset Purchase and Sale Agreement (the “Purchase Agreement”) with the Arizona Board of Regents, for and on behalf of the University of Arizona (“University of Arizona”) and the University of Arizona Global Campus, a newly formed Arizona nonprofit corporation (“Global Campus”);
•projections, predictions and expectations regarding our business, financial position, results of operations, liquidity and capital resources, and enrollment trends;
•the ability of our current or any future university partners to obtain continued approval of programs for educational benefits to active duty military students or to veteran students;
•the outcome of various lawsuits, claims and legal proceedings;
•the impact of COVID-19 on the economy, and the demand for our services and the collectibilitycollectability of our receivables;
•initiatives focused on student success, retention and academic quality;
•expectations regarding the adequacy of our cash and cash equivalents and other sources of liquidity for ongoing operations, planned capital expenditures and working capital requirements;
•expectations regarding capital expenditures;
•the impact of accounting standards on our financial statements;
•the reasonableness and acceptance of our tax accruals;
•the continued growth of our growth segment;
•management’s goals and objectives; and
•other similar matters that are not historical facts.
Forward-looking statements may generally be identified by the use of words such as “may,” “should,” “could,” “would,” “predicts,” “potential,” “continue,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates” and similar expressions, as well as statements in the future tense.
Forward-looking statements should not be interpreted as a guarantee of future performance or results and will not necessarily be accurate indications of the times at or by which such performance or results will be achieved, if at all. Forward-lookingForward-
looking statements are based on information available at the time such statements are made and the current good faith beliefs, expectations and assumptions of management regarding future events. Such statements are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements. For a discussion of some of these risks and uncertainties, see Part II, Item 1A, “Risk Factors” as well as the discussion of such risks and uncertainties contained in our other filings with the SEC, including the Form 10-K.
All forward-looking statements in this report are qualified in their entirety by the cautionary statements included herein, and you should not place undue reliance on any forward-looking statements. These forward-looking statements speak only as of the date of this report. We assume no obligation to update or revise any forward-looking statements contained herein to reflect actual results or any changes in our assumptions or expectations or any other factors affecting such forward-looking statements, except to the extent required by applicable securities laws. If we do update or revise one or more forward-looking statements, no inference should be drawn that we will make additional updates with respect to those or other forward-looking statements.
Overview
Zovio Inc is an education technology services company that partners with higher education institutions and employers to deliver a suite of innovative, personalized solutions and learning experiences to help learners and leaders achieve their aspirations and help institutions grow. Zovio’s expertise across academic disciplines, credential levels, learning experiences, and modalities has powered student and partner success through a tailored, customer-focused approach bolstered by data analytics. The Company provides student recruitment and enrollment systems, retention strategies, educational tools and curriculums.
In April 2019, the Company acquired both Fullstack Academy, Inc (“Fullstack”) and TutorMe.com, Inc. (“TutorMe”), each of which became wholly-owned subsidiaries of the Company. Fullstack is an innovative web development school offering immersive technology bootcamps, and TutorMe is an online education platform that provides 24/7 on-demand tutoring and online courses. Fullstack
On May 23, 2022, the Company completed the sale of TutorMe through an Asset Purchase Agreement (the “Purchase Agreement”). Pursuant to the Purchase Agreement, the Company and TutorMe are both contributorssold substantially all of the assets of TutorMe’s business in consideration of $55.0 million in cash and the assumption of certain liabilities of TutorMe’s business. The consideration payable pursuant to Zovio's strategythe Purchase Agreement is subject to a customary post-closing working capital adjustment.
On July 31, 2022, the Company entered into a new asset purchase agreement (the “New Asset Purchase Agreement”), pursuant to which Zovio sold to Global Campus all of becomingthe remaining assets of Zovio related to the UAGC Services Business (the “Transaction”). In connection with the Transaction, the parties terminated the previous agreements. In addition, UAGC (a) paid to Zovio cash in the amount of $1.00, (b) assumed all obligations under Zovio’s business contracts associated with the UAGC Services Businesses, including the lease for the facilities located in Chandler, Arizona, which has a best-in-class education technology services company.remaining term of eight years and approximately $20.0 million in rent obligations, (c) released Zovio from all remaining obligations under the UAGC/Zovio Agreements, including from all indemnification obligations under the Original Asset Purchase Agreement and all minimum payment guarantees under the UAGC Services Agreement, and (d) granted Zovio a general release of all claims. In addition, UAGC hired substantially all of the UAGC Services Business employees (as determined by UAGC). In turn, Zovio (i) paid to UAGC cash in the amount of $5.5 million, reflecting the allocated minimum payment owed by Zovio to UAGC for the month of July 2022, (ii) paid to UAGC cash in the amount of $5.0 million, and assigned to UAGC the right to a security deposit in the amount of $2.7 million, for assumption of Zovio’s obligations under the Chandler lease, (iii) granted UAGC the right to any refund achieved by Zovio after the closing of the Transaction from the State of California as a result of its appeal of that certain judgment set forth in the Statement of Decision issued by the Superior Court of the State of California, County of San Diego on March 3, 2022, (iv) released UAGC from all remaining obligations under the UAGC/Zovio Agreements, and (v) granted UAGC and University of Arizona a general release of all claims.
Following the consummation of the Transaction, Zovio and UAGC have no contractual or other relationship with one another, other than an agreement to reasonably cooperate to effect the transactions contemplated by the New Asset Purchase Agreement. As of the date hereof, UAGC operates the University as an integrated, online university. Zovio will continue to support the continued growth and expansion of its Fullstack Academy subsidiary and simultaneously explore strategic alternatives for that business. For additional information, see Note 16, “Subsequent Events.”
The ability of the Company to continue as a going concern is dependent on the Company generating cash from its operations and availability to other funding sources. Due to the Company’s negative cash flows from operations and projected future negative cash flows from operations resulting from the transaction with Global Campus and reduction of availability of
debt financing, substantial doubt exists about the Company’s ability to continue as a going concern for the twelve months following the issuance of these condensed consolidated financial statements. Management plans to cover any shortfall from operations by selling its Fullstack subsidiary or obtaining debt financing. However, there can be no assurance the Company will be successful in these efforts.
Key Financial Metrics
In evaluating our operating performance, our management focuses in large part on our revenue and operating income (loss). The following table, which should be read in conjunction with our condensed consolidated financial statements included elsewhere in this report, presents our key operating data for each of the periods presented (in thousands): | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended September 30, | | Nine Months Ended September 30, |
Consolidated Statement of Income Data: | 2021 | | 2020 | | 2021 | | 2020 |
Revenue and other revenue | $ | 62,226 | | | $ | 102,166 | | | $ | 208,271 | | | $ | 303,978 | |
Operating income (loss) | $ | (5,091) | | | $ | 654 | | | $ | (18,917) | | | $ | (4,556) | |
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended June 30, | | Six Months Ended June 30, |
Consolidated Statement of Income (Loss) Data: | 2022 | | 2021 | | 2022 | | 2021 |
Revenue and other revenue | $ | 51,380 | | | $ | 69,186 | | | $ | 113,013 | | | $ | 146,045 | |
Operating loss | $ | (841) | | | $ | (4,489) | | | $ | (8,073) | | | $ | (13,826) | |
Revenue and other revenue
Revenue is primarily derived from our service agreement with our university partners. On December 1, 2020, the Company entered into the Services Agreement with Global Campus whereby the Company will provideprovides certain educational technology and support services, which has an initial term of fifteen years and seven months, subject to renewal options and certain early termination provisions. The amounts earned from the Services Agreement are denoted as revenue on the condensed consolidated statements of income (loss). On December 1, 2020, the Company also entered into a transition services agreement with Global Campus whereby the Company will provide certain temporary transition services (the “Transition Services Agreement”), which has a term of three years. The amounts earned from the Transition Services Agreement are denoted as other revenue on the condensed consolidated statements of income (loss). Subsequent to December 1, 2020, revenue is primarily derived from service revenue from our university partners.
Prior to December 1, 2020, the majority of the amounts earned by the Company were from tuition, technology fees, and digital materials related to students whose primary funding source is governmental funding. The amounts earned from these streams is denoted as university-related revenue on the condensed consolidated statements of income (loss). Factors affecting this revenue include (i) the number of students who enroll and remain enrolled in courses, (ii) degree and program mix, (iii) changes in tuition rates and (iv) the amount of scholarships offered. Enrollments are a function of the number of continuing students at the beginning of each period and new enrollments during the period, offset by students who either graduated or withdrew during the period.
Costs and expenses
Technology and academic services costs consist primarily of costs related to ongoing maintenance of educational infrastructure, including online course delivery and management, student records, assessment, customer relations management and other internal administrative systems. This also includes costs to provide support for curriculum and new program development, support for faculty training and development and technical support. This expense category includes salaries, benefits and share-based compensation, information technology costs, curriculum and new program development costs (which are expensed as incurred), provision for bad debt and other costs associated with these support services. This category also includes an allocation of depreciation, amortization, rent, and occupancy costs attributable to the provision of these services.
Counseling services and support costs consist primarily of costs including team-based counseling and other support to prospective and current students as well as financial aid processing. This expense category includes salaries, benefits and share-based compensation, and other costs such as dues, fees and subscriptions and travel costs. This category also includes an allocation of depreciation, amortization, rent, and occupancy costs attributable to the provision of these services.
Marketing and communication costs consist primarily of lead acquisition, digital communication strategies, brand identity advertising, media planning and strategy, video, data science and analysis, marketing to potential students and other promotional and communication services. This category was primarily from our historical captions of advertising and marketing and promotional. This expense category includes salaries, benefits and share-based compensation for marketing and communication personnel, brand advertising, marketing leads and other promotional and communication expenses. This category also includes an allocation of depreciation, amortization, rent, and occupancy costs attributable to the provision of these services. Advertising costs are expensed as incurred.
General and administrative costs consist primarily of compensation and benefit costs (including related stock-based compensation) for employees engaged in corporate management, finance, human resources, compliance, and other corporate functions. This category also includes an allocation of depreciation, amortization, rent, and occupancy costs attributable to the provision of these services.
University-related expenses represent those costs that were transferred
Legal expense is comprised of charges related to Global Campus in the Sale Transaction and that are no longer incurred byestimated amounts to resolve the Company. These costs were previously primarily components of instructional costs and services, with some costs from admissions advisory and marketing and some general and administrative.disclosed investigation for the California Attorney General.
Restructuring and impairment expenses have historically beenin the current year are comprised of impairments of long-lived assets due to the transfer of assets to Global Campus with the July 31, 2022 Transaction. In the prior year, these charges are primarily comprised of (i) charges related to the write off and impairment of certain assets, (ii) severance costs related to headcount reductions made in connection with restructuring plans and (iii) estimated lease losses related to facilities vacated or consolidated under restructuring plans.
Gain on transactions, net amount represents the gain on the sale of TutorMe in May 2022, partially offset by the loss on transaction for the write-off of the net asset adjustment due from Global Campus.
Factors Affecting Comparability
We believe the following factors have had, or can be expected to have, a significant effect on the comparability of recent or future results of operations:
Sale transaction
The results of operations prior to December 1, 2020 are not comparable to those following that date. On December 1, 2020, the Company entered into the Services Agreement with Global Campus whereby the Company will provide certain educational technology and support services. On December 1, 2020, the Company also entered into the Transition Services Agreement with Global Campus whereby the Company will provide certain temporary transition services. Subsequent to December 1, 2020, revenue is primarily derived from service revenue from our university partners.
Cost reductions
We took actions in May and July to reduce our cost structure to more appropriately align it with both our revenue expectations and the nature of our business following the Sale Transaction. As we moved through the year, our enrollment began to stabilize at levels slightly lower than anticipated, causing us to further reduce our planned spending. Our total year-to-date cost reduction efforts will yield approximately $60 million in annualized savings going forward, when compared to planned spending levels.
Seasonality
Our operations are generally subject to seasonal trends. Our university partners generally experience higher new enrollments during the first quarter of each year, following a holiday break, as well as during the third quarter each year, when most other colleges and universities begin their fall semesters. While our university partners enroll students throughout the year, fourth quarter revenue is generally lower than other quarters due to the holiday break in December, with ana relative increase in the first quarter of each year.
Trends and uncertainties regarding continuing operations
Valuation allowance
We recognize deferred tax assets if realization of such assets is more-likely-than-not. In order to make this determination, we evaluate factors including the ability to generate future taxable income from reversing taxable temporary differences, forecasts of financial and taxable income or loss. The cumulative loss incurred over the three-year period ended SeptemberJune 30, 20212022 constituted significant negative objective evidence against our ability to realize a benefit from our federal deferred tax assets. Such objective evidence limited our ability to consider in our evaluation other subjective evidence such as our projections for future growth. On the basis ofBased on our evaluation, we determined that our deferred tax assets were not more-likely-than-not to be realized and that a valuation allowance against our deferred tax assets should continue to be maintained as of SeptemberJune 30, 2021.2022.
Critical Accounting Policies and Use of Estimates
The critical accounting policies and estimates used in the preparation of our consolidated financial statements are described in “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Critical Accounting Policies and Use of Estimates” included in Part II, Item 7 of the Form 10-K.
There were no material changes to these critical accounting policies and estimates during the ninesix months ended SeptemberJune 30, 2021.2022.
Results of Operations
The following table sets forth our condensed consolidated statements of income (loss) data as a percentage of revenue for each of the periods indicated: | | | Three Months Ended September 30, | | Nine Months Ended September 30, | | Three Months Ended June 30, | | Six Months Ended June 30, |
| | 2021 | | 2020 | | 2021 | | 2020 | | 2022 | | 2021 | | 2022 | | 2021 |
Revenue and other revenue | Revenue and other revenue | 100.0 | % | | 100.0 | % | | 100.0 | % | | 100.0 | % | Revenue and other revenue | 100.0 | % | | 100.0 | % | | 100.0 | % | | 100.0 | % |
Costs and expenses: | Costs and expenses: | | | | | Costs and expenses: | | | | |
Technology and academic services | Technology and academic services | 26.5 | | | 18.7 | | | 25.7 | | | 18.0 | | Technology and academic services | 33.7 | | | 26.1 | | | 31.7 | | | 25.5 | |
Counseling services and support | Counseling services and support | 32.8 | | | 24.1 | | | 33.1 | | | 23.5 | | Counseling services and support | 34.5 | | | 33.5 | | | 34.5 | | | 33.2 | |
Marketing and communication | Marketing and communication | 33.9 | | | 22.8 | | | 33.0 | | | 23.0 | | Marketing and communication | 35.6 | | | 31.4 | | | 35.6 | | | 32.6 | |
General and administrative | General and administrative | 14.5 | | | 11.2 | | | 15.9 | | | 12.0 | | General and administrative | 15.3 | | | 12.2 | | | 13.2 | | | 16.6 | |
University-related expenses | — | | | 22.4 | | | — | | | 23.9 | | |
| Legal expense | | Legal expense | 1.8 | | | — | | | 0.8 | | | — | |
Restructuring and impairment expense | Restructuring and impairment expense | 0.5 | | | 0.2 | | | 1.3 | | | 1.1 | | Restructuring and impairment expense | 69.7 | | | 3.4 | | | 31.7 | | | 1.6 | |
| Gain on transactions, net | | Gain on transactions, net | (88.9) | | | — | | | (40.4) | | | — | |
Total costs and expenses | Total costs and expenses | 108.2 | | | 99.4 | | | 109.0 | | | 101.5 | | Total costs and expenses | 101.7 | | | 106.6 | | | 107.1 | | | 109.5 | |
Operating income (loss) | (8.2) | | | 0.6 | | | (9.0) | | | (1.5) | | |
Other income (loss), net | (0.1) | | | 0.0 | | | 0.0 | | | (0.0) | | |
Income (loss) before income taxes | (8.3) | | | 0.6 | | | (9.0) | | | (1.5) | | |
Operating loss | | Operating loss | (1.7) | | | (6.6) | | | (7.1) | | | (9.5) | |
Other income (expense), net | | Other income (expense), net | (7.4) | | | 0.3 | | | (3.5) | | | 0.1 | |
Loss before income taxes | | Loss before income taxes | (9.1) | | | (6.3) | | | (10.6) | | | (9.4) | |
Income tax expense (benefit) | Income tax expense (benefit) | 0.1 | | | (0.5) | | | (0.0) | | | (4.2) | | Income tax expense (benefit) | 0.0 | | | (0.3) | | | 0.1 | | | (0.1) | |
Net income (loss) | (8.4) | % | | 1.1 | % | | (9.0) | % | | 2.7 | % | |
Net loss | | Net loss | (9.1) | % | | (5.8) | % | | (10.7) | % | | (9.3) | % |
Three Months Ended SeptemberJune 30, 20212022 Compared to Three Months Ended SeptemberJune 30, 20202021
Total revenue and other revenue. Total revenue and other revenue for the three months ended SeptemberJune 30, 2022 and 2021, and 2020, was $62.2$51.4 million and $102.2$69.2 million, respectively, a decrease of $40.0$17.8 million, or 39.1%25.7%. For the three months ended SeptemberJune 30, 20212022 and 2020,2021, University Partners segment revenue was $55.2$42.8 million and $96.0$62.3 million, respectively, representing a decrease of 42.5%31.3%, and the Zovio Growth segment revenue was $7.0$8.6 million and $6.2$6.9 million, respectively, representing an increase of 14.0%24.0%.
The decrease in revenue in the University Partners segment of $40.8$19.5 million between periods was primarily due to the change in business model in December 2020, and the related decrease in university-relatedservice revenue as compared to the prior year. This decrease was also due to a decrease in average weekly enrollment for the three month periodmonths ended SeptemberJune 30, 2021,2022, as compared to the three monthsame period ended SeptemberJune 30, 2020. Partially offsetting the decrease in2021. A component of the University Partners segment wasrevenue includes the new service revenue from the Services Agreement entered into in December 2020, as well as other revenue generated from the Transition Services Agreement of approximately $2.4$1.7 million.
The increase in revenue in the Zovio Growth segment between periods was primarily due to the growth in new customer contracts within the related subsidiaries, Fullstack Academy and TutorMe.com.subsidiary, as well as within the TutorMe subsidiary until its sale in May 2022.
Technology and academic services. Technology and academic services for the three months ended SeptemberJune 30, 2022 and 2021, and 2020, were $16.5$17.3 million and $19.1$18.1 million, respectively, a decrease of $2.6$0.8 million, or 13.6%4.2%. Specific decreases between periods primarily include consulting and outside servicesadministrative expenses of $1.4$0.6 million, employee costs related allocated costs of $1.1$0.3 million and amortizationbad debt expense of $0.3$0.2 million, partially offset by an increase in other technology and academic serviceslicense fees of $0.6$0.4 million. Technology and academic services, as a percentage of revenue, for the three months ended SeptemberJune 30, 2022 and 2021, were 33.7% and 2020, were 26.5% and 18.7%26.1%, respectively, an increase of 7.8%7.6%. This increase primarily included increases in employee costs of 3.8%, license fees of 1.9%, consulting, outside services and professional fees of 1.3%, and instructional supplies and other technology and academic services expenses of 1.7%, license fees of 1.7%, and instructional supplies of 0.9%, partially offset by a decrease in consulting and other outside services of 0.5%0.7%.
Counseling services and support. Counseling services and support for the three months ended SeptemberJune 30, 2022 and 2021, and 2020, were $20.4$17.7 million and $24.7$23.2 million, respectively, a decrease of $4.3$5.5 million, or 17.2%23.6%. Specific factors contributing to the overall decrease between periods were primarily a decreasedue to decreases in employee and related allocated costs of $3.7$4.4 million, facility costs of $0.8 million and depreciation of $0.1 million. Counseling services and support, as a percentage of revenue, for the three months ended September 30, 2021 and 2020, were 32.8% and 24.1%,
the three months ended June 30, 2022 and 2021, were 34.5% and 33.5%, respectively, an increase of 8.7%1.0%. This increase primarily included increasesan increase in employee costs of 6.9%1.7%, depreciation of 0.7%, facilitiespartially offset by a decrease in facility costs of 0.6%, and human resources costs of 0.5%0.8%.
Marketing and communication. Marketing and communication for the three months ended SeptemberJune 30, 2022 and 2021, and 2020, were $21.1$18.3 million and $23.3$21.7 million, respectively, a decrease of $2.2$3.5 million, or 9.5%15.9%. Specific factors contributing to the overall decrease between periods were decreases in advertising of $1.3$2.5 million, other marketing and communication expensesemployee costs of $0.6$1.2 million, and license fees of $0.3$0.1 million, partially offset by an increase in consulting and outside services $0.5 million. Marketing and communication, as a percentage of revenue, for the three months ended SeptemberJune 30, 2022 and 2021, were 35.6% and 2020, were 33.9% and 22.8%31.4%, respectively, an increase of 11.1%4.2%. This increase was primarily includeddue to increases in advertising of 9.0%, employee costs of 2.0%,3.4% and consulting and outside services of 0.6%1.6%, partially offset by a decrease in other marketing and communication expensesemployee costs of 0.6%0.7%.
General and administrative. General and administrative expenses for the three months ended SeptemberJune 30, 2022 and 2021, and 2020, were $9.0$7.8 million and $11.4$8.4 million, respectively, a decrease of $2.4$0.5 million, or 21.2%6.4%. The decrease between periods was primarily due to decreases in employee costs of $1.8$0.6 million, and professional fees of $0.9 million and other general and administrative expenses of $0.4$0.6 million, partially offset by an increase in human resources costsother general and administrative expenses of $0.6 million. General and administrative expenses, as a percentage of revenue, for the three months ended SeptemberJune 30, 2022 and 2021, were 15.3% and 2020, were 14.5% and 11.2%12.2%, respectively, an increase of 3.3%3.1%. This increase was primarily due to increases in legal feesother general and administrative expenses of 1.4%1.5%, employee costs of 1.2%0.9%, and insurance of 0.9%, and consulting and outside services of 0.4%, partially offset by a decrease in professional fees of 0.6%.
University-related expensesLegal expense.. We did not record any charges Legal expense for three months ended June 30, 2022, were $0.9 million, which represents the additional amounts necessary for interest and penalties on the judgement relating to university-related expensesthe California Attorney General’s lawsuit. There were no such legal expense for the three months ended SeptemberJune 30, 2021. Charges incurred for the three months ended September 30, 2020 related to the legacy University.
Restructuring and impairment expense. For the three months ended SeptemberJune 30, 2021, we recorded $0.3 million of restructuring and impairment expense. For the three months ended September 30, 2020,2022, we recorded a charge of approximately $0.2$35.9 million to restructuring and impairment expense. These chargesThis related to the Company’s long-lived assets due to the transfer of assets to Global Campus with the July 31, 2022 transaction. For the three months ended June 30, 2021, we recorded a charge of $2.3 million to restructuring and impairment expense.
Gain on transactions, net. For the three months ended June 30, 2022, we recorded a net gain on the sale transactions of $45.7 million. Included in this amount was $51.5 million for the sale transaction of TutorMe, partially offset by the loss on transaction of $5.8 million for the write-off of the net asset adjustment due from Global Campus.
Other expense, net. Other expense, net, was $3.8 million for the three months ended June 30, 2022 and other expense, net was $0.2 million for the three months ended June 30, 2021, respectively. The amounts recognized during the three months ended June 30, 2022 relate primarily to the write-off of the unamortized financing fees for the term loan and interest expense.
Income tax expense (benefit). We recognized income tax expense of $8 thousand and an income tax benefit of $0.2 million for the three months ended June 30, 2022 and 2021, respectively, at effective tax rates of (0.2)% and 5.3%, respectively.
Net loss. Net loss was $4.7 million for the three months ended June 30, 2022, compared to net loss of $4.0 million for the three months ended June 30, 2021, a $0.7 million increase in income as a result of the factors discussed above.
Six Months Ended June 30, 2022 Compared to Six Months Ended June 30, 2021
Total revenue and other revenue. Total revenue and other revenue for the six months ended June 30, 2022 and 2021, was $113.0 million and $146.0 million, respectively, a decrease of $33.0 million, or 22.6%. For the six months ended June 30, 2022 and 2021, the University Partners segment revenue was $95.1 million and $131.9 million, respectively, representing a decrease of 27.9%, and the Zovio Growth segment revenue was $17.9 million and $14.1 million, respectively, representing an increase of 26.8%.
The decrease in revenue in the University Partners segment of $36.8 million between periods was primarily due to the related decrease in service revenue due to a decrease in average weekly enrollment for the six-month period ended June 30, 2021, as compared to the same period ended June 30, 2022. A component of the University Partners segment revenue includes the other revenue generated from the Transition Services Agreement of approximately $3.7 million.
The increase in revenue in the Zovio Growth segment between periods was primarily due to the growth in customer contracts within the Fullstack Academy subsidiary, as well as within the TutorMe subsidiary until its sale in May 2022.
Technology and academic services. Technology and academic services for the six months ended June 30, 2022 and 2021, were comprised$35.8 million and $37.2 million, respectively, a decrease of $1.4 million, or 3.8%. Specific decreases between periods include bad debt expense of $0.7 million, other technology and academic services of $0.6 million, amortization of $0.3 million, and facilities costs of $0.2 million, partially offset by an increase in license fees of $0.6 million. Technology and academic services, as a percentage of revenue, for the six months ended June 30, 2022 and 2021, were 31.7% and 25.5%, respectively, an increase of 6.2%. This increase primarily included increases in employee costs of 3.5%, license fees of 1.5%, consulting and outside service of 0.6% and instructional supplies of 0.5%.
Counseling services and support. Counseling services and support for the six months ended June 30, 2022 and 2021, were $39.0 million and $48.5 million, respectively, a reductiondecrease of $9.5 million, or 19.5%. Specific decreases between periods include decreases in forceemployee and revised estimatesrelated allocated costs of lease charges.$8.5 million and facility costs of $1.3 million, partially offset by a increase in other counseling services and support expenses of $0.5 million. Counseling services and support, as a percentage of revenue, for the six months ended June 30, 2022 and 2021, were 34.5% and 33.2%, respectively, an increase of 1.3%. This increase primarily included increases in employee costs of 1.1%, other counseling services and support expense of 0.6%, and depreciation of 0.4%, partially offset by a decrease in facility costs of 0.6%.
Marketing and communication. Marketing and communication for the six months ended June 30, 2022 and 2021, were $40.2 million and $47.6 million, respectively, a decrease of $7.4 million, or 15.5%. Specific decreases between periods were decreases in advertising of $5.5 million, employee costs of $1.9 million, and license fees of $0.2 million, partially offset by an increase in consulting and outside services of $0.2 million. Marketing and communication, as a percentage of revenue, for the six months ended June 30, 2022 and 2021, were 35.6% and 32.6%, respectively, an increase of 3.0%. This increase primarily included increases in advertising of 2.6%, and consulting and outside services of 7.0%, partially offset by a decrease in employee costs of 0.4%.
General and administrative. General and administrative expenses for the six months ended June 30, 2022 and 2021, were $15.0 million and $24.3 million, respectively, a decrease of $9.3 million, or 38.4%. The decrease between periods was primarily due to decreases in employee costs of $4.8 million, other general and administrative expenses of $3.3 million, and professional fees of $1.1 million. Our general and administrative expenses, as a percentage of revenue, for the six months ended June 30, 2022 and 2021, were 13.2% and 16.6%, respectively, a decrease of 3.4%. This decrease was primarily due to decreases in employee costs of 2.2%, other general and administrative expenses of 1.4%, and professional fees of 0.7%, partially offset by an increase in insurance of 0.7%.
Restructuring and impairment expense. For the six months ended June 30, 2022, we recorded a charge of $35.9 million to restructuring and impairment expense. This related to the Company’s long-lived assets due to the transfer of assets to Global Campus with the July 31, 2022 transaction. For the six months ended June 30, 2021, we recorded a charge of $2.3 million to restructuring and impairment expense.
Gain on transactions, net. For the three months ended June 30, 2022, we recorded a net gain on the sale transactions of $45.7 million. Included in this amount was $51.5 million for the sale transaction of TutorMe, partially offset by the loss on transaction of $5.8 million for the for the write-off of the net asset adjustment due from Global Campus.
Other (expense) income, net. Other expense, net was $0.1$4.0 million for the threesix months ended SeptemberJune 30, 2022, as compared to other income, net of $0.2 million for the six months ended June 30, 2021, and other income was $39 thousand for the three months ended September 30, 2020, respectively.a decrease of $4.2 million. The amounts recognized during the threesix months ended SeptemberJune 30, 20212022 relate primarily to the write-off of the unamortized financing fees and interest expense.
Income tax expense (benefit). We recognized income tax expense of $0.1 million and an income tax benefit of $0.4$0.1 million for the threesix months ended SeptemberJune 30, 20212022 and September 30, 2020,2021, respectively, at effective tax rates of (1.1)(0.7)% and (61.8)%1.0%, respectively. The income tax benefit for the three months ended September 30, 2021 was mainly attributable to the current state income taxes.
Net income (loss).loss. NetOur net loss was $5.2$12.1 million for the threesix months ended SeptemberJune 30, 2021,2022 compared to net incomeloss of $1.1$13.5 million for the threesix months ended SeptemberJune 30, 2020,2021, a $6.3$1.4 million decreaseincrease in net income as a result of the factors discussed above.
Nine Months Ended September 30, 2021 Compared to Nine Months Ended September 30, 2020
Total revenue and other revenue. Total revenue and other revenue for the nine months ended September 30, 2021 and 2020, was $208.3 million and $304.0 million, respectively, a decrease of $95.7 million, or 31.5%. For the nine months ended September 30, 2021 and 2020, University Partners segment revenue was $187.1 million and $288.8 million, respectively, representing a decrease of 35.2%, and the Zovio Growth segment revenue was $21.2 million and $15.2 million, respectively, representing an increase of 39.5%.
The decrease in revenue in the University Partners segment of $101.7 million between periods was primarily due to the decrease in university-related revenue as compared to the prior year. The decrease between periods was primarily due to a decrease in average weekly enrollment from the nine month period ended September 30, 2020 to the nine month period ended September 30, 2021. Partially offsetting the decrease in the University Partners segment was an increase of service revenue due to the Services Agreement entered into in December 2020, as well as an increase in other revenue generated from the Transition Services Agreement of approximately $7.7 million.
The increase in revenue in the Zovio Growth segment between periods was primarily due to the growth in customer contracts experienced this year within the related subsidiaries, Fullstack Academy and TutorMe.com.
Technology and academic services. Technology and academic services for the nine months ended September 30, 2021 and 2020, were $53.7 million and $54.8 million, respectively, a decrease of $1.1 million, or 2.0%. Specific decreases between periods include consulting and outside services of $3.5 million, employee costs of $1.7 million, professional fees of $0.7 million, amortization of $0.6 million, and facilities costs of $0.5 million, partially offset by increases in other technology and academic services expenses of $3.5 million, license fees of $1.5 million, instructional supplies of $0.6 million, and bad debt expense of $0.4 million. Technology and academic services, as a percentage of revenue, for the nine months ended September 30, 2021 and 2020, were 25.7% and 18.0%, respectively, an increase of 7.7%. This increase primarily included increases in employee costs of 3.2%, other technology and academic services expenses of 2.1%, license fees of 1.6%, and instructional supplies of 0.8%, partially offset by a decrease in consulting and outside services of 0.4%.
Counseling services and support. Counseling services and support for the nine months ended September 30, 2021 and 2020, were $68.9 million and $71.5 million, respectively, a decrease of $2.6 million, or 3.6%. Specific factors contributing to the overall decrease between periods include decreases in facilities costs of $1.8 million and other counseling services and support expenses of $1.0 million, partially offset by a decrease in depreciation of $0.3 million. Counseling services and support, as a percentage of revenue, for the nine months ended September 30, 2021 and 2020, were 33.1% and 23.5%, respectively, an increase of 9.6%. This increase primarily included increases in employee costs of 8.6%, human resources costs of 0.5%, and depreciation of 0.5%.
Marketing and communication. Marketing and communication for the nine months ended September 30, 2021 and 2020, were $68.6 million and $70.0 million, respectively, a decrease of $1.4 million, or 2.0%. Specific factors contributing to the overall decrease between periods were decreases in advertising of $1.2 million, other marketing and communication expenses of $1.1 million, and license fees of $1.0 million, partially offset by increases in employee costs of $1.4 million and consulting and outside services of $0.6 million. Marketing and communication, as a percentage of revenue, for the nine months ended September 30, 2021 and 2020, were 33.0% and 23.0%, respectively, an increase of 10.0%. This increase primarily included increases in advertising of 7.7%, employee costs of 1.9%, and consulting and outside services of 0.7%, partially offset by a decrease in other marketing and communication expenses of 0.3%.
General and administrative. General and administrative expenses for the nine months ended September 30, 2021 and 2020, were $33.3 million and $36.4 million, respectively, a decrease of $3.1 million, or 8.6%. The decrease between periods was primarily due to decreases in employee costs of $3.3 million, professional fees of $2.3 million, non-recurring stock compensation of $1.4 million, other general and administrative expenses of $0.7 million, legal fees of $0.4 million, consulting and outside services of $0.3 million, and legal settlements of $0.3 million, partially offset by increases in executive severance of $3.7 million, human resources costs of $1.1 million, and insurance of $0.8 million. Our general and administrative expenses, as a percentage of revenue, for the nine months ended September 30, 2021 and 2020, were 15.9% and 12.0%, respectively, an increase of 3.9%. This increase was primarily due to increases in executive severance of 1.8%, employee costs of 1.2%, insurance of 0.7%, legal fees of 0.6%, and consulting and outside services of 0.3%, partially offset by decreases in professional fees of 0.5% and non-recurring stock compensation of 0.3%.
University-related expenses. We did not record any charges to university-related expenses for the nine months ended September 30, 2021. Charges incurred for the nine months ended September 30, 2020 related to the legacy University.
Restructuring and impairment expense. For the nine months ended September 30, 2021, we recorded $2.6 million of restructuring and impairment expense. For the nine months ended September 30, 2020, there were $3.4 million of similar restructuring and impairment expenses.
Other (expense) income, net. Other expense, net was $0.1 million for the nine months ended September 30, 2021, as compared to other income, net of $0.1 million for the nine months ended September 30, 2020, an increase of $0.2 million. The amounts recognized during the nine months ended September 30, 2021 relate primarily to interest expense.
Income tax benefit. We recognized an income tax benefit of $0.1 million and $12.9 million for the nine months ended September 30, 2021 and 2020, respectively, at effective tax rates of 0.4% and 279.5%, respectively. The income tax benefit for the nine months ended September 30, 2021 was mainly attributable to the tax refunds received from the federal and FTB audit examinations.
Net income (loss). Our net loss was $18.7 million for the nine months ended September 30, 2021 compared to net income of $8.3 million for the nine months ended September 30, 2020, a $27.0 million increase in net loss as a result of the factors discussed above.
Liquidity and Capital Resources
We finance our operating activities and capital expenditures primarily through cash on hand. At SeptemberJune 30, 20212022 and December 31, 2020,2021, our cash and cash equivalents were $31.6$20.8 million and $35.5$28.3 million, respectively. At SeptemberJune 30, 20212022 and December 31, 2020,2021, total restricted cash was $9.8$6.1 million and $20.0$9.3 million, respectively, and investments were $1.3$0.2 million and $1.5$1.0 million, respectively. At SeptemberJune 30, 2021,2022, we had $2.9$2.8 million of long-term notes payable.
There was a slight decrease in the fair value of our investments at SeptemberJune 30, 20212022 as compared to December 31, 2020.2021, which is primarily due to distributions. We believe that any remaining fluctuations we have experienced are temporary in nature and, while our securities are classified as available-for-sale, we have the ability and intent to hold them until maturity, if necessary, to recover their full value.
During the three months ended June 30, 2022, the Company sold its TutorMe subsidiary for $55.0 million (see Note 1, “Nature of Business”) and used the proceeds to pay down its debt with Blue Torch Finance, LLC in the aggregate principal amount of $31.5 million (see Note 8, “Credit Facilities”), as well as to pay the $22.4 million in statutory penalties for the final judgement in the California Attorney General lawsuit (see Note 14, “Commitments and Contingencies”).
Going Concern
The Company had negative cash flows from operations of $15.4 million for the fiscal year 2021, and negative cash flows from operations of $57.2 million for the six months ended June 30, 2022.
Up through July 31, 2022, the majority of our cash came from our Services Agreement with Global Campus. Global Campus, derives the majority of its respective cash revenues from students who enroll and are eligible for various federal student financial assistance programs authorized under Title IV of the Higher Education Act. An institution is subject to significant regulatory scrutiny as a result of numerous standards that must be satisfied in order to participate in Title IV programs. The balance of revenues derived by Global Campus is from government tuition assistance programs for military personnel, including veterans, payments made in cash by individuals, reimbursement from corporate partnerships and private loans from third parties.
The service fees in the Services Agreement are subject to certain minimum residual liability adjustments, including performance-based adjustments, minimum profit level adjustments, and excess direct cost adjustments. These adjustments are all variable in nature in that they depend upon the Company’s performance during each service period. In connection with the Services Agreement, the minimum residual payment was to be paid annually in June.
The Company’s Services Agreement with Global Campus was subject to certain adjustments that impacted the amount and timing of cash flows, which payment terms were modified in April 2022 for the months of July, August and September 2022. Further, Global Campus incurred higher costs in their fourth quarter (the Company's second quarter) than the Company previously budgeted. On or about June 15, 2022, Global Campus advised the Company that Global Campus received a notice from the Department of Defense that they were placed on probation which would preclude them from enrolling new military students, pending completion of a comprehensive review. Additionally, ourthere were communications from the Department of Defense to current Global Campus students cautioning them to consider leaving the University. We were advised by Global Campus that this matter should be resolved in a timely manner, however, it became apparent over the following weeks that these prolonged actions were having a negative impact on the University's revenue and therefore a negative impact on the Company's financial outlook. As a result, the Company entered into a new agreement with Global Campus, effective on July 31, 2022, which allowed Global Campus to acquire the business previously used to provide services to Global Campus. For additional information, see Note 16, “Subsequent Events.” The Company will continue to support the continued growth and expansion of its Fullstack subsidiary and simultaneously explore strategic alternatives for that business.
The ability of the Company to continue as a going concern is dependent on the Company generating cash from its operations and availability to other funding sources. Due to the Company’s negative cash flows from operations and projected future negative cash flows from operations resulting from the transaction with Global Campus and reduction of availability of debt financing, substantial doubt exists about the Company’s ability to continue as a going concern for the twelve months following the issuance of these condensed consolidated financial statements. Management plans to cover any shortfall from operations by selling its Fullstack subsidiary or obtaining debt financing. However, there can be no assurance the Company will be successful in these efforts.
The condensed consolidated financial statements have been prepared on a going concern basis which contemplates the realization of assets and the settlement of liabilities in the normal course of business. The condensed consolidated financial statements do not include any adjustment that might be necessary if the Company is unable to continue as a going concern.
Operating activities
Net cash used in operating activities was $57.2 million for the six months ended June 30, 2022, compared to net cash used in operating activities of $16.3 million for the six months ended June 30, 2021, an overall increase between periods in net cash used in operating activities of $40.9 million. The increase in cash used in operating activities is primarily attributable to the net increases in the working capital accounts, including the payment of the judgement in the California Attorney General lawsuit and the minimum residual adjustment, partially offset by the increase in net income tax receivable decreased from December 31, 2020of $1.4 million between periods.
Investing activities
Net cash provided by investing activities was $49.0 million for the six months ended June 30, 2022, compared to Septembernet cash used in investing activities of $0.9 million for the six months ended June 30, 20212021. The amount of cash provided was primarily due to $1.9the sale of the TutorMe subsidiary in May 2022. This was partially offset by distributions of deferred compensation and capital expenditures. Capital expenditures for the six months ended June 30, 2022 were $24 thousand, compared to $0.7 million for the six months ended June 30, 2021. During the six months ended June 30, 2022 and 2021, we capitalized costs for intangibles of $0.5 million and $0.3 million, respectively. We anticipate our capital expenditures to be an immaterial amount for the year ending December 31, 2022.
Financing activities
Net cash used in financing activities was $2.5 million for the six months ended June 30, 2022, compared to net cash used in financing activities of $1.1 million for the six months ended June 30, 2021. The financing activities for the six months ended June 30, 2022 included both the borrowings and repayment of the credit facility with Blue Torch Capital. See “Debt and Financing Arrangements” below. During each of the six months ended June 30, 2022 and 2021, net cash used included tax refunds receivedwithholding related to the issuance of restricted stock units vesting.
Debt and Financing Arrangements
As of June 30, 2022, the Company has a notes payable valued at $2.8 million, including accrued interest. The counterparty advanced funds to the Company for certain program development costs, which the Company is obligated to repay out of future revenues from the federaldeveloped program. The Company recognized these advances as a debt obligation, and FTB audit examinations.expects to begin repayments from future program revenues four years from the contract start date.
The Company has issued letters of credit that are collateralized with cash, in the aggregate amount of $6.0 million as of June 30, 2022. The letters of credit relate primarily to the Company's leased facilities and insurance requirements. The collateralized cash is held in restricted cash on the Company's condensed consolidated balance sheets. The Company is required to provide surety bonds in certain states in which it does business. As a result, the Company had previously entered into a surety bond facility with an insurance company to provide such bonds when required. Although there are no remaining bonds on the Company’s behalf under this facility as of June 30, 2022, the Company still holds certain liability associated with any required collateral.
On April 14, 2022, the Company entered into a Financing Agreement (the “Credit Facility”) among the Company, as borrower, each of its wholly-owned subsidiaries as subsidiary guarantors (the “Guarantors”), the lenders party thereto from time to time (the “Lenders”) and Blue Torch Finance LLC, as administrative agent and collateral agent for the Lenders (the “Agent”). The Credit Facility provided for a term loan in the aggregate principal amount of $31.5 million (the “Term Loan”). Concurrent with the sale of TutorMe, the Company repaid in full all outstanding obligations of the Company owed to Blue Torch Finance, LLC and the Lenders pursuant to the Credit Facility. In connection with the Company’s repayment of the outstanding obligations under the Credit Facility, Blue Torch terminated the Credit Facility and released all of its security interests in and liens on all of the assets of the Company and its subsidiaries. For further information, see Note 8, “Credit Facilities,” to our condensed consolidated financial statements included in Part I, Item 1 of this Form 10-Q.
The Company does not have any off-balance sheet financing arrangements.
We manage our cash pursuant to the quantitative and qualitative operational guidelines of our cash investment policy. Our cash investment policy, which is managed by our Chief Financial Officer, has the following primary objectives: (i) preserving principal, (ii) meeting our liquidity needs, (iii) minimizing market and credit risk, and (iv) providing after-tax returns. Under the policy’s guidelines, we invest our excess cash exclusively in high-quality, U.S. dollar-denominated financial instruments. For a discussion of the measures we use to mitigate the exposure of our cash investments to market risk, credit risk and interest rate risk, see Part I, Item 3, “Quantitative and Qualitative Disclosures About Market Risk” in this Form 10-Q.
Operating activitiesFuture Contractual Obligations
Net cash usedAs of June 30, 2022, we have future contractual obligations relating to operating lease obligations in operating activities was $11.6the amount of $50.6 million, for the nine months ended September 30, 2021, compared to net cash provided by operating activities of $20.1which approximately $3.5 million for the nine months ended September 30, 2020, an overall decrease between periods in net cash provided by operating activities of $31.7 million. The decrease in cash provided by operating activities is primarily attributable to the increase in net loss of $27.0 million between periods, including the minimum residual payment of $12.2 million to Global Campuspayable during the period, as well as the decreases in non-cash expenses, partially offset by the net increasesremainder of 2022.
We also have contractual obligations in the working capital accounts due to changesamount of $11.2 million, of which $1.6 million is payable during the remainder of 2022. These obligations include agreements with vendors in the business model since the prior year.areas of software, telephony, licensing fees, consulting, marketing, among others.
Investing activities
Net cash used in investing activities was $1.4 million for the nine months ended September 30, 2021, compared to net cash used in investing activities of $1.7 million for the nine months ended September 30, 2020. Capital expenditures for the nine months ended September 30, 2021 were $1.2 million, compared to $2.6 million for the nine months ended September 30, 2020. During the nine months ended September 30, 2021 and 2020, we capitalized costs for intangibles of $0.6 million and $0.2 million, respectively. We expect our capital expenditures to be approximately $1.8 million for the year ending December 31, 2021.
Financing activities
Net cash used in financing activities was $1.1 million for the nine months ended September 30, 2021, compared to net cash provided by financing activities of $2.3 million for the nine months ended September 30, 2020. During each of the nine months ended September 30, 2021 and 2020, net cash used included tax withholdings related to the issuance of restricted stock units vesting. For the nine months ended September 30, 2020, we received $2.7 million of cash which was for long-term debt to be repaid as a function of generating future revenue.
Agreements with Global Campus
Our largest university partner, Global Campus, derives the majority of its respective cash revenues from students who enroll and are eligible for various federal student financial assistance programs authorized under Title IV of the Higher Education Act. An institution is subject to significant regulatory scrutiny as a result of numerous standards that must be satisfied in order to participate in Title IV programs. For additional information regarding Title IV programs and the regulation thereof, see “Business—Regulation” included in Part I, Item 1 of the Form 10-K. The balance of revenues derived by Global Campus is from government tuition assistance programs for military personnel, including veterans, payments made in cash by individuals, reimbursement from corporate partnerships and private loans from third parties.
The majority of our cash comes from our Services Agreement with Global Campus. The service fees in the Services Agreement are subject to certain minimum residual liability adjustments, including performance-based adjustments, minimum
profit level adjustments, and excess direct cost adjustments. These adjustments are all variable in nature in that they depend upon the Company’s performance during each service period. In connection with the Services Agreement, the minimum residual payment will be paid annually, in June of each year. If the Company's restructuring efforts and enrollment initiatives do not occur as planned, thenTransaction that was entered into with UAGC on July 31, 2022, the Company will need to find alternative sources to fund operations.
Based on our current level of operations, and based upon recent cost reductions throughout the organization, we believebe relieved liabilities associated with that our future cash flows from operating activities and our existing cash and cash equivalents will provide adequate funds for ongoing operations, minimum residual payments, planned capital expenditures and working capital requirements for at least the next 12 months. However, changes could occur that would consume our available capital resources before that time. Our capital requirements depend on numerous factors, including our ability to continue to generate revenue. There can be no assurance that additional funding, if necessary, will be available to us on favorable terms, if at all.
Significant Contractual Obligations
The following table sets forth,transaction as of September 30, 2021, certain significant cash and contractual obligations that may affect our future liquidity: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Payments Due by Period |
(In thousands) | Total | | 2021 | | 2022 | | 2023 | | 2024 | | 2025 | | Thereafter |
Operating lease obligations | $ | 55,358 | | | $ | 1,754 | | | $ | 7,009 | | | $ | 5,316 | | | $ | 5,022 | | | $ | 4,759 | | | $ | 31,498 | |
Other contractual obligations | 16,639 | | | 3,859 | | | 7,270 | | | 4,912 | | | 598 | | | — | | | — | |
Uncertain tax positions | 28 | | | — | | | 28 | | | — | | | — | | | — | | | — | |
Total | $ | 72,025 | | | $ | 5,613 | | | $ | 14,307 | | | $ | 10,228 | | | $ | 5,620 | | | $ | 4,759 | | | $ | 31,498 | |
date.Recent Accounting Pronouncements
For information regarding recent accounting pronouncements, refer to Note 2, “Summary of Significant Accounting Policies” to our condensed consolidated financial statements included in Part I, Item 1 of this Form 10-Q.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Market and Credit Risk
Pursuant to our cash investment policy, we attempt to mitigate the exposure of our cash and investments to market and credit risk by (i) diversifying concentration to ensure we are not overly concentrated in a limited number of financial institutions, (ii) monitoring and managing the risks associated with the national banking and credit markets, (iii) investing in U.S. dollar-denominated assets and instruments only, (iv) diversifying account structures so that we maintain a decentralized account portfolio with numerous stable, highly rated and liquid financial institutions and (v) ensuring that our investment procedures maintain a defined and specific scope such that we will not invest in higher-risk investment accounts, including financial swaps or derivative and corporate equities. Accordingly, pursuant to the guidelines established by our cash investment policy, we invest our excess cash exclusively in high-quality, U.S. dollar-denominated financial instruments.
Despite the investment risk mitigation strategies we employ, we may incur investment losses as a result of unusual and unpredictable market developments, and we may experience reduced investment earnings if the yields on investments that are deemed to be low risk remain low or decline further in this time of economic uncertainty. Unusual and unpredictable market developments may also create liquidity challenges for certain of the assets in our investment portfolio.
We have no derivative financial instruments or derivative commodity instruments.
Interest Rate Risk
To the extent we borrow funds, we would be subject to fluctuations in interest rates. As of SeptemberJune 30, 2021,2022, we had $2.9$2.8 million in long-term notes payable.
On April 14, 2022, the Company entered into a Credit Facility which provided for a Term Loan in the aggregate principal amount of $31.5 million and bears interest at a rate per annum equal to LIBOR plus 9.0%, payable monthly. Concurrent with the sale of TutorMe, the Company repaid in full all outstanding obligations of the Company owed to Blue Torch Finance, LLC and the Lenders pursuant to the Credit Facility. In connection with the Company’s repayment of the outstanding obligations under the Credit Facility, Blue Torch terminated the Credit Facility and released all of its security interests in and liens on all of the assets of the Company and its subsidiaries.
Our future investment income may fall short of expectations due to changes in interest rates. At SeptemberJune 30, 2021,2022, a hypothetical 10% increase or decrease in interest rates would not have a material impact on our future earnings, fair value or cash flows related to interest earned on our cash, cash equivalents or investments.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures, as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange Act, that are designed to provide reasonable assurance that information required to be disclosed by us in reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in reports we file or submit under the Exchange Act is accumulated and communicated to our management, including our Principal Executive Officer and Principal Financial Officer or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.
Under the supervision and with the participation of our management, including our Chief Executive Officer and our Principal Financial Officer, we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rule 13a-15(b) and Rule 15d-15(b) of the Exchange Act. Based on that evaluation, our Chief Executive Officer and our Principal Financial Officer concluded that our disclosure controls and procedures were effective as of SeptemberJune 30, 2021.2022.
Changes in Internal Control Over Financial Reporting
There have been no changes in internal control over financial reporting, during the three months ended SeptemberJune 30, 20212022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II—OTHER INFORMATION
Item 1. Legal Proceedings
For information regarding our legal proceedings, refer to Note 15,14, “Commitments and Contingencies” to our condensed consolidated financial statements included in Part I, Item 1 of this report, which note is incorporated by reference into this Part II, Item 1.
Item 1A. Risk Factors
Investing in our common stock involves risk. Before making an investment in our common stock, you should carefully consider the risk factors discussed in Part I, Item 1A, “Risk Factors” of the Form 10-K. The risks described in the Form 10-K are those which we believe are the material risks we face, and such risks could materially adversely affect our business, prospects, financial condition, cash flows and results of operations. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may impact us. Except as set forthOther than those noted below, therehere have been no material changes in our risk factors from those previously disclosed in the Form 10-K.
Changes to the 90/10 rule or related Title IV regulation could adversely impact our university partners,We may need additional capital which in turn could adversely affect our revenues ormay not be available on commercially acceptable terms, if at all, which raises questions about our ability to grow.continue as a going concern.
In MarchAs of June 30, 2022, we had combined cash and cash equivalents of $20.8 million, compared with combined cash and cash equivalents of $28.3 million as of December 31, 2021. We had negative cash flows from operations of $15.4 million for the fiscal year 2021, President Biden signedand negative cash flows from operations of $57.2 million for the American Rescue Plan Act (“ARPA”)six months ended June 30, 2022. Further, Global Campus incurred higher costs in their fourth quarter (the Company's second quarter) than the Company previously budgeted. On or about June 15, 2022, Global Campus advised the Company that Global Campus received a notice from the Department of 2021. The ARPA includesDefense that they were placed on probation which would preclude them from enrolling new military students, pending completion of a major changecomprehensive review. Additionally, there were communications from the Department of Defense to current Global Campus students cautioning them to consider leaving the University. We were advised by Global Campus that this matter should be resolved in a timely manner, however, it became apparent over the 90/10 revenue testfollowing weeks that provides for-profit institutions and their students access to the FSA programs. Under the ARPA, the Higher Education Act would be modified to change the formula from counting only Title IV program fundsthese prolonged actions were having a negative impact on the '90 side'University's revenue and therefore a negative impact on the Company's financial outlook. As a result, the Company entered into a new agreement with Global Campus, effective on July 31, 2022, which allowed Global Campus to instead include all “federal funds that are disbursed or delivered to or on behalf of a student to beacquire the business previously used to attend such institution” or collectively “federal education assistance funds.provide services to Global Campus. For additional information, see Note 16 “Subsequent Events.” The 90/10 provision
We will continue to support the continued growth and expansion of its Fullstack subsidiary and simultaneously explore strategic alternatives for that business. Our ability to continue as a going concern is subjectdependent on us generating cash from operations and availability to negotiated rulemaking after October 2021,other funding sources. Due to our negative cash flows from operations and projected future negative cash flows from operations resulting from the July 31, 2022 transaction with an earliest effective date on or after January 1, 2023. In October 2021, the Department announced its in intention to develop new 90/10 regulations in accordance with the ARPA. Other negotiated rulemaking topics include borrower defense to repayment for students, gainful employment requirements,Global Campus and change in ownership and change in controlreduction of institutionsavailability of higher education among other topics. If these changes were to go into effect, it could adversely impact our university partners, which in turn could adversely affect our revenues ordebt financing, substantial doubt exists about our ability to grow.continue as a going concern for the twelve months following the issuance of these condensed consolidated financial statements. Management plans to cover any shortfall from operations by selling its Fullstack subsidiary or obtaining debt financing. However, there can be no assurance the Company will be successful in these efforts.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
None.
Item 5. Other Information
None.
Item 6. Exhibits | | | | | | | | |
Exhibit | | Description |
2.1 | | (#) | |
2.2 | | (#) | |
10.1 | | | |
10.2 | | | |
10.3 | | | |
31.1 | | | |
31.2 | | | |
32.1 | | | |
101 | | | The following financial information from the Company’s Quarterly Report on Form 10-Q for the quarter ended SeptemberJune 30, 2021,2022, filed with the SEC on October 27, 2021,August 4, 2022, formatted in Extensible Business Reporting Language (“XBRL”): (i) the Condensed Consolidated Balance Sheets; (ii) the Condensed Consolidated Statements of Income (Loss); (iii) the Condensed Consolidated Statements of Stockholders’ Equity; (iv) the Condensed Consolidated Statements of Cash Flows; and (v) the Notes to Condensed Consolidated Financial Statements. |
104 | | | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
(#) Certain schedules and exhibits to this agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished supplementally to the SEC upon request.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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| ZOVIO INC |
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October 27, 2021August 4, 2022 | /s/ KEVIN ROYAL |
| Kevin Royal Chief Financial Officer (Principal financial officer and duly authorized to sign on behalf of the registrant) |