Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2016 | Jul. 28, 2016 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | BRIDGEPOINT EDUCATION INC | |
Entity Central Index Key | 1,305,323 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding | 46,310,817 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 265,366 | $ 282,145 |
Restricted cash | 21,623 | 24,685 |
Investments | 35,329 | 19,387 |
Accounts receivable, net | 29,797 | 24,091 |
Student loans receivable, net | 955 | 775 |
Prepaid expenses and other current assets | 41,433 | 52,192 |
Total current assets | 394,503 | 403,275 |
Property and equipment, net | 17,429 | 21,742 |
Investments | 45,000 | 47,770 |
Student loans receivable, net | 6,589 | 7,394 |
Goodwill and intangibles, net | 19,246 | 21,265 |
Other long-term assets | 3,576 | 5,320 |
Total assets | 486,343 | 506,766 |
Current liabilities: | ||
Accounts payable and accrued liabilities | 74,643 | 79,196 |
Deferred revenue and student deposits | 81,216 | 88,756 |
Total current liabilities | 155,859 | 167,952 |
Rent liability | 15,911 | 20,118 |
Other long-term liabilities | 14,801 | 15,046 |
Total liabilities | 186,571 | 203,116 |
Commitments and contingencies (see Note 14) | ||
Preferred stock, $0.01 par value: | ||
20,000 shares authorized; zero shares issued and outstanding at both June 30, 2016, and December 31, 2015 | 0 | 0 |
Common stock, $0.01 par value: | ||
300,000 shares authorized; 63,868 issued and 46,311 outstanding at June 30, 2016; 63,407 issued and 45,850 outstanding at December 31, 2015 | 639 | 634 |
Additional paid-in capital | 191,560 | 188,863 |
Retained earnings | 444,547 | 451,321 |
Accumulated other comprehensive income (loss) | 95 | (99) |
Treasury stock, 17,557 shares at cost at both June 30, 2016, and December 31, 2015 | (337,069) | (337,069) |
Total stockholders' equity | 299,772 | 303,650 |
Total liabilities and stockholders' equity | $ 486,343 | $ 506,766 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets - Parenthetical - $ / shares | Jun. 30, 2016 | Dec. 31, 2015 |
Stockholders' equity: | ||
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 20,000,000 | 20,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 300,000,000 | 300,000,000 |
Common stock, shares issued | 63,868,000 | 63,407,000 |
Common stock, shares outstanding | 46,311,000 | 45,850,000 |
Treasury stock, shares at cost | 17,557,000 | 17,557,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Income - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Revenue | $ 137,970 | $ 147,057 | $ 270,972 | $ 289,575 |
Costs and expenses: | ||||
Instructional costs and services | 66,448 | 71,410 | 136,034 | 146,459 |
Admissions advisory and marketing | 52,531 | 48,495 | 104,208 | 100,842 |
General and administrative | 11,650 | 13,246 | 25,105 | 29,568 |
Legal accrual | 2,292 | 0 | 16,166 | 0 |
Restructuring and impairment charges | 1,692 | 14,418 | 2,401 | 14,418 |
Total costs and expenses | 134,613 | 147,569 | 283,914 | 291,287 |
Operating income (loss) | 3,357 | (512) | (12,942) | (1,712) |
Other income, net | 652 | 345 | 1,335 | 1,034 |
Income (loss) before income taxes | 4,009 | (167) | (11,607) | (678) |
Income tax expense (benefit) | 671 | 483 | (4,833) | 343 |
Net income (loss) | $ 3,338 | $ (650) | $ (6,774) | $ (1,021) |
Earnings (loss) per share: | ||||
Basic (in usd per share) | $ 0.07 | $ (0.01) | $ (0.15) | $ (0.02) |
Diluted (in usd per share) | $ 0.07 | $ (0.01) | $ (0.15) | $ (0.02) |
Weighted average number of common shares outstanding used in computing earnings (loss) per share: | ||||
Basic (in shares) | 46,289 | 45,674 | 46,111 | 45,552 |
Diluted (in shares) | 47,001 | 45,674 | 46,111 | 45,552 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income (loss) | $ 3,338 | $ (650) | $ (6,774) | $ (1,021) |
Other comprehensive income, net of tax: | ||||
Unrealized gains (losses) on investments | 29 | (30) | 194 | 135 |
Comprehensive income (loss) | $ 3,367 | $ (680) | $ (6,580) | $ (886) |
Condensed Consolidated Stateme6
Condensed Consolidated Statement of Stockholders' Equity - USD ($) shares in Thousands, $ / shares in Thousands, $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive (Loss) Income | Treasury Stock |
Balance, shares at Dec. 31, 2014 | 62,957 | |||||
Balance at Dec. 31, 2014 | $ 365,881 | $ 630 | $ 180,720 | $ 521,775 | $ (175) | $ (337,069) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Stock-based compensation | 5,635 | 5,635 | ||||
Exercise of stock options, shares | 109 | |||||
Exercise of stock options, in dollars per share | $ 1 | |||||
Exercise of stock options | 227 | 226 | ||||
Excess tax benefit of option exercises and restricted stock, net of tax shortfall | (622) | (622) | ||||
Stock issued under employee stock purchase plan, shares | 16 | |||||
Stock issued under employee stock purchase plan | 136 | 136 | ||||
Stock issued under stock incentive plan, net of shares held for taxes, shares | 194 | |||||
Stock issued under stock incentive plan, net of shares held for taxes | (1,258) | $ 2 | (1,260) | |||
Net loss | (1,021) | (1,021) | ||||
Unrealized gains on investments, net of tax | 135 | 135 | ||||
Balance, shares at Jun. 30, 2015 | 63,276 | |||||
Balance at Jun. 30, 2015 | 369,113 | $ 633 | 184,835 | 520,754 | (40) | (337,069) |
Balance, shares at Dec. 31, 2015 | 63,407 | |||||
Balance at Dec. 31, 2015 | 303,650 | $ 634 | 188,863 | 451,321 | (99) | (337,069) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Stock-based compensation | 4,256 | 4,256 | ||||
Exercise of stock options, shares | 178 | |||||
Exercise of stock options | 138 | $ 2 | 136 | |||
Stock issued under employee stock purchase plan, shares | 16 | |||||
Stock issued under employee stock purchase plan | 112 | 112 | ||||
Stock issued under stock incentive plan, net of shares held for taxes, shares | 267 | |||||
Stock issued under stock incentive plan, net of shares held for taxes | (1,804) | $ 3 | (1,807) | |||
Net loss | (6,774) | (6,774) | ||||
Unrealized gains on investments, net of tax | 194 | 194 | ||||
Balance, shares at Jun. 30, 2016 | 63,868 | |||||
Balance at Jun. 30, 2016 | $ 299,772 | $ 639 | $ 191,560 | $ 444,547 | $ 95 | $ (337,069) |
Condensed Consolidated Stateme7
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Cash flows from operating activities: | ||
Net income (loss) | $ (6,774) | $ (1,021) |
Adjustments to reconcile net loss to net cash (used in) provided by operating activities: | ||
Provision for bad debts | 15,977 | 15,364 |
Depreciation and amortization | 6,913 | 10,629 |
Amortization of premium/discount | 6 | 225 |
Stock-based compensation | 4,256 | 5,635 |
Excess tax benefit of option exercises | 0 | (314) |
Loss on impairment of student loans receivable | 242 | 923 |
Net (gain) loss on marketable securities | (48) | 38 |
Gain (Loss) on Contract Termination | 0 | 12,331 |
Loss on disposal or impairment of fixed assets | 809 | 1,545 |
Changes in operating assets and liabilities: | ||
Restricted cash | 3,089 | 4,596 |
Accounts receivable | (21,575) | (22,079) |
Prepaid expenses and other current assets | (4,944) | (2,704) |
Student loans receivable | 632 | 529 |
Other long-term assets | 1,744 | 40 |
Accounts payable and accrued liabilities | 10,966 | 595 |
Deferred revenue and student deposits | (7,530) | (9,118) |
Other liabilities | (4,451) | (2,446) |
Net cash (used in) provided by operating activities | (688) | 14,768 |
Cash flows from investing activities: | ||
Capital expenditures | (944) | (2,182) |
Purchases of investments | (20,205) | (192) |
Non-operating restricted cash | (27) | (6,796) |
Capitalized costs for intangible assets | (464) | (1,191) |
Sales of investments | 0 | 10,101 |
Maturities of investments | 7,103 | 40,094 |
Net cash (used in) provided by investing activities | (14,537) | 39,834 |
Cash flows from financing activities: | ||
Proceeds from exercise of stock options | 138 | 226 |
Excess tax benefit of option exercises | 0 | 314 |
Proceeds from the issuance of stock under employee stock purchase plan | 112 | 136 |
Tax withholdings on issuance of stock awards | (1,804) | (1,258) |
Net cash used in financing activities | (1,554) | (582) |
Net (decrease) increase in cash and cash equivalents | (16,779) | 54,020 |
Cash and cash equivalents at beginning of period | 282,145 | 207,003 |
Cash and cash equivalents at end of period | 265,366 | 261,023 |
Supplemental disclosure of non-cash transactions: | ||
Purchase of equipment included in accounts payable and accrued liabilities | 0 | 29 |
Issuance of common stock for vested restricted stock units | $ 4,605 | $ 3,071 |
Nature of Business
Nature of Business | 6 Months Ended |
Jun. 30, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Business | Nature of Business Bridgepoint Education, Inc. (together with its subsidiaries, the “Company”), incorporated in 1999, is a provider of postsecondary education services. Its wholly-owned subsidiaries, Ashford University ® and University of the Rockies SM , are regionally accredited academic institutions that offer associate’s, bachelor’s, master’s and doctoral programs. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2016 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Principles of Consolidation The condensed consolidated financial statements include the accounts of Bridgepoint Education, Inc. 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 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, 2015 , which was filed with the Securities and Exchange Commission (the “SEC”) on March 8, 2016 . 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 financial statements, but does not include all disclosures required by GAAP for complete annual financial statements. 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 of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the condensed consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Reclassifications Certain reclassifications have been made to the prior years’ financial statements to conform to the current year presentation. The Company has combined the presentation of accounts payable and accrued liabilities on its condensed consolidated balance sheets. These reclassifications had no effect on previously reported results of operations or cash flows. Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (Topic 606) , which supersedes the revenue recognition requirements in Accounting Standards Codification (“ASC”) Topic 605, Revenue Recognition . This literature is based on the principle that revenue is recognized to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The accounting guidance also requires additional disclosure regarding the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. ASU 2014-09 can be adopted using one of two retrospective application methods. In August 2015, the FASB issued ASU 2015-14, Revenue from Contracts with Customers (Topic 606), Deferral of the Effective Date, which defers the effective date of ASU 2014-09 by one year, to fiscal years beginning after December 15, 2017. The Company continues to evaluate which transition approach to use and the impacts the adoption of ASU 2014-09 and ASU 2015-14 will have on the Company’s consolidated financial statements. In April 2015, the FASB issued ASU 2015-05, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement. The update includes cloud computing arrangements, examples of which include: (i) software as a service; (ii) platform as a service; (iii) infrastructure as a service; and (iv) other similar hosting arrangements. The update adds guidance to Subtopic 350-40, Intangibles - Goodwill and Other - Internal-Use Software , that will help entities evaluate the accounting for fees paid by a customer in a cloud computing arrangement. The guidance already exists within the FASB section 985-605-55, but it is included in a Subtopic applied by cloud service providers to determine whether an arrangement includes the sale or license of software. The amendments in this update were effective for fiscal years beginning after December 15, 2015, including interim periods within those fiscal years. The adoption of ASU 2015-05 did not have a material impact to the Company’s consolidated financial statements. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). Under the new guidance, lessees will be required to recognize the following for all leases (with the exception of short-term leases) at the lease commencement date: (i) a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis; and (ii) a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. Under the new guidance, lessor accounting is largely unchanged. Certain targeted improvements were made to align, where necessary, lessor accounting with the lessee accounting model and ASC Topic 606, Revenue from Contracts with Customers . The new lease guidance simplifies the accounting for sale and leaseback transactions primarily because lessees must recognize lease assets and lease liabilities. Lessees will no longer be provided with a source of off-balance sheet financing. Public companies should apply the amendments in ASU 2016-02 for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early application is permitted for all public companies and all nonpublic companies upon issuance. Lessees (for capital and operating leases) and lessors (for sales-type, direct financing and operating leases) must apply a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. The modified retrospective approach would not require any transition accounting for leases that expired before the earliest comparative period presented. Lessees and lessors may not apply a full retrospective transition approach. The Company continues to evaluate the impact the adoption of ASU 2016-02 will have on the Company’s consolidated financial statements. In March 2016, the FASB issued ASU 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net). The amendments relate to when another party, along with the entity, is involved in providing a good or service to a customer. ASC Topic 606, Revenue from Contracts with Customers requires an entity to determine whether the nature of its promise is to provide that good or service to the customer (i.e., the entity is a principal) or to arrange for the good or service to be provided to the customer by another party (i.e., the entity is an agent). The amendments in ASU 2016-08 are effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The Company continues to evaluate the impact the adoption of ASU 2016-08 will have on the Company’s consolidated financial statements. In March 2016, the FASB issued ASU 2016-09, Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting . The update includes multiple provisions intended to simplify various aspects of the accounting for share-based payments. While aimed at reducing the cost and complexity of the accounting for share-based payments, the amendments are expected to significantly impact net income, EPS and the statement of cash flows. Implementation and administration may present challenges for companies with significant share-based payment activities. ASU 2016-09 is effective for public companies for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. The Company will adopt this update as of January 1, 2017 using the prospective method. The Company continues to evaluate the impact the adoption of ASU 2016-09 will have on the Company’s consolidated financial statements. In April 2016, the FASB issued ASU 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing. The update clarifies Topic 606 with respect to (i) the identification of performance obligations and (ii) the licensing implementation guidance. The amendments do not change the core principle of the guidance in Topic 606. Public companies should apply the amendments in this update for fiscal years beginning after December 15, 2017, including interim periods within those fiscal year. The Company continues to evaluate the impact the adoption of ASU 2016-10 will have on the Company’s consolidated financial statements. In May 2016, the FASB issued ASU 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients. The update addresses narrow-scope improvements to the guidance on collectibility, noncash consideration and completed contracts at transition. Additionally, the amendments in this update provide a practical expedient for contract modifications at transition and an accounting policy election related to the presentation of sales taxes and other similar taxes collected from customers. The amendments in this update affect the guidance in ASU 2014-09, Revenue from Contracts with Customers (Topic 606) , which is not yet effective. The effective date and transition requirements for the amendments in this update are the same as the effective date and transition requirements for ASC Topic 606. The Company continues to evaluate the impact the adoption of ASU 2016-12 will have on the Company’s consolidated financial statements. In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. The update is intended to improve financial reporting by requiring timelier recording of credit losses on loans and other financial instruments held by financial institutions and other organizations. The update requires the measurement of all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. Financial institutions and other organizations will now use forward-looking information to better inform their credit loss estimates. Many of the loss estimation techniques applied today will still be permitted, although the inputs to those techniques will change to reflect the full amount of expected credit losses. Organizations will continue to use judgment to determine which loss estimation method is appropriate for their circumstances. The update requires enhanced disclosures to help investors and other financial statement users better understand significant estimates and judgments used in estimating credit losses, as well as the credit quality and underwriting standards of an organization’s portfolio. These disclosures include qualitative and quantitative requirements that provide additional information about the amounts recorded in the financial statements. The update is effective for SEC filers for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019 (i.e., January 1, 2020, for calendar year entities). Early application will be permitted for all organizations for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. The Company does not believe the adoption of ASU 2016-13 will have a material impact on the Company’s consolidated financial statements. |
Restructuring and Impairment Ch
Restructuring and Impairment Charges | 6 Months Ended |
Jun. 30, 2016 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Impairment Charges | Restructuring and Impairment Charges The Company previously initiated various restructuring plans to better align its resources with its business strategy. The related restructuring charges are recorded in the restructuring and impairment charges line item on the Company’s condensed consolidated statements of income (loss). For the three and six months ended June 30, 2016 , these charges were $1.7 million and $2.4 million , respectively. In July 2015, the Company committed to the implementation of a plan to close Ashford University’s campus in Clinton, Iowa (the “Clinton Campus”) following the 2015-2016 academic year, during the second quarter of 2016. With the closure of the Clinton Campus, ground-based Ashford University students were provided opportunities to continue to pursue their degrees as reflected in their respective student transfer agreements. During the year ended December 31, 2015, the Company originally recorded restructuring charges relating to future cash expenditures for student transfer agreements of approximately $3.3 million . This estimate was based upon several assumptions that are subject to change, including assumptions related to the number of students who elect to continue to pursue their degrees through Ashford University’s online programs. During the three and six months ended June 30, 2016 , the Company reassessed this estimate and reduced the restructuring charges by $17,000 and $33,000 , respectively, relating to future cash expenditures for student transfer agreement costs. During the three and six months ended June 30, 2016 , the Company recognized $1.5 million and $2.2 million , respectively, as restructuring charges relating to severance costs for wages and benefits. As part of its continued efforts to streamline operations, the Company vacated or consolidated properties in Denver and San Diego and reassessed its obligations on non-cancelable leases. During the three and six months ended June 30, 2016 , the Company recorded $162,000 and $188,000 , respectively, as restructuring charges relating to lease exit and other costs. The following table summarizes the amounts recorded in the restructuring and impairment charges line item on the Company’s condensed consolidated statements of income (loss) for each of the periods presented (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 Asset impairment $ — $ 1,312 $ — $ 1,312 Student transfer agreement costs (17 ) — (33 ) — Severance costs 1,547 775 2,246 775 Lease exit and other costs 162 12,331 188 12,331 Total restructuring and impairment charges $ 1,692 $ 14,418 $ 2,401 $ 14,418 The following table summarizes the changes in the Company's restructuring liability by type during the six months ended June 30, 2016 (in thousands): Student Transfer Agreement Costs Severance Costs Lease Exit and Other Costs Total Balance at December 31, 2015 $ 3,224 $ 1,744 $ 13,921 $ 18,889 Restructuring and impairment charges (33 ) 2,246 188 2,401 Payments (104 ) (2,107 ) (4,554 ) (6,765 ) Balance at June 30, 2016 $ 3,087 $ 1,883 $ 9,555 $ 14,525 The restructuring liability amounts are recorded within the (i) accounts payable and accrued liabilities account, (ii) rent liability account and (iii) other long-term liabilities account on the condensed consolidated balance sheets. |
Accounts Receivable
Accounts Receivable | 6 Months Ended |
Jun. 30, 2016 | |
Receivables [Abstract] | |
Accounts Receivable | Accounts Receivable, Net Accounts receivable, net, consist of the following (in thousands): As of As of Accounts receivable $ 45,330 $ 34,205 Less allowance for doubtful accounts (15,533 ) (10,114 ) Accounts receivable, net $ 29,797 $ 24,091 As of each of June 30, 2016 and December 31, 2015 , there was an immaterial amount of accounts receivable with a payment due date of greater than one year. The following table presents the changes in the allowance for doubtful accounts for accounts receivable for the periods indicated (in thousands): Beginning Balance Charged to Expense Deductions(1) Ending Balance Allowance for doubtful accounts receivable: For the six months ended June 30, 2016 $ (10,114 ) $ 15,868 $ (10,449 ) $ (15,533 ) For the six months ended June 30, 2015 $ (27,567 ) $ 15,418 $ (16,216 ) $ (26,769 ) (1) Deductions represent accounts written off, net of recoveries. |
Investments
Investments | 6 Months Ended |
Jun. 30, 2016 | |
Fair Value Disclosures [Abstract] | |
Investments | Investments The following tables summarize the fair value information of short-term and long-term investments as of June 30, 2016 and December 31, 2015 , respectively (in thousands): As of June 30, 2016 Level 1 Level 2 Level 3 Total Mutual funds $ 1,566 $ — $ — $ 1,566 Corporate notes and bonds — 33,763 — 33,763 U.S. government and agency securities — 20,000 — 20,000 Certificates of deposit — 25,000 — 25,000 Total $ 1,566 $ 78,763 $ — $ 80,329 As of December 31, 2015 Level 1 Level 2 Level 3 Total Mutual funds $ 1,314 $ — $ — $ 1,314 Corporate notes and bonds — 40,843 — 40,843 Certificates of deposit — 25,000 — 25,000 Total $ 1,314 $ 65,843 $ — $ 67,157 The tables above include mutual funds, which are considered to be Level 1 investments and consist of the investments relating to the Company’s deferred compensation plan. The tables above also include amounts related to investments classified as other investments, such as certificates of deposit, which are carried at amortized cost. The amortized cost of such investments approximated fair value at each balance sheet date. The assumptions used in these fair value estimates are considered other observable inputs and are therefore categorized as Level 2 measurements under the accounting guidance. The Company’s Level 2 investments are valued using readily available pricing sources that utilize market observable inputs, including the current interest rate for similar types of instruments. There were no transfers between level categories for our investments during the periods presented. The Company also holds money market securities within its cash and cash equivalents on the condensed consolidated balance sheets that are classified as Level 1 securities. The following tables summarize the differences between amortized cost and fair value of short-term and long-term investments as of June 30, 2016 and December 31, 2015 , respectively (in thousands): June 30, 2016 Gross unrealized Maturities Amortized Cost Gain Loss Fair Value Short-term Corporate notes and bonds 1 year or less 33,727 36 — 33,763 Long-term U.S. government and agency securities 3 years or less 20,000 — — 20,000 Certificates of deposit 3 years or less 25,000 — — 25,000 Total $ 78,727 $ 36 $ — $ 78,763 The above table does not include $1.6 million of mutual funds for June 30, 2016 , which are recorded as trading securities. December 31, 2015 Gross unrealized Maturities Amortized Cost Gain Loss Fair Value Short-term Corporate notes and bonds 1 year or less 18,113 — (40 ) 18,073 Long-term Corporate notes and bonds 3 years or less 22,887 — (117 ) 22,770 Certificates of deposit 3 years or less 25,000 — — 25,000 Total $ 66,000 $ — $ (157 ) $ 65,843 The above table does not include $1.3 million of mutual funds for December 31, 2015 , which are recorded as trading securities. The Company records changes in unrealized gains and losses on its investments during the period in the accumulated other comprehensive income line item on the Company’s condensed consolidated balance sheets. For the three months ended June 30, 2016 and 2015 , the Company recorded net unrealized gains of $29,000 and net unrealized losses of $30,000 , respectively, in accumulated other comprehensive income. There was no tax effect on net unrealized gains for the three months ended June 30, 2016 , and net unrealized losses for the three months ended June 30, 2015 was net of $77,000 of tax benefit. For the six months ended June 30, 2016 and 2015 , the Company recorded net unrealized gains of $194,000 and $135,000 , respectively, in other comprehensive income. There was no tax effect on net unrealized gains for the six months ended June 30, 2016 , and net unrealized gains for the six months ended June 30, 2015 was net of tax expense of $61,000 . There were no reclassifications out of accumulated other comprehensive income during the six months ended June 30, 2016 . During the six months ended June 30, 2015 , the Company reclassified $61,000 out of accumulated other comprehensive income, which was recognized in the other income, net, line item on the Company’s condensed consolidated statements of income (loss). |
Student Loan Receivables
Student Loan Receivables | 6 Months Ended |
Jun. 30, 2016 | |
Receivables [Abstract] | |
Student Loans Receivable | Student Loans Receivable, Net Student loans receivable, net, consist of the following (in thousands): Short-term: As of As of Student loans receivable (non-tuition related) $ 436 $ 310 Student loans receivable (tuition related) 592 555 Current student loans receivable 1,028 865 Less allowance for doubtful accounts (73 ) (90 ) Student loans receivable, net $ 955 $ 775 Long-term: As of As of Student loans receivable (non-tuition related) $ 2,749 $ 3,314 Student loans receivable (tuition related) 4,769 4,943 Non-current student loans receivable 7,518 8,257 Less allowance for doubtful accounts (929 ) (863 ) Student loans receivable, net $ 6,589 $ 7,394 Student loans receivable is presented net of any related discount, and the balances approximated fair value at each balance sheet date. The Company estimates the fair value of the student loans receivable by discounting the future cash flows using an interest rate of 4.5% , which approximates the interest rates used in similar arrangements. The assumptions used in this estimate are considered unobservable inputs and are therefore categorized as Level 3 measurements under the accounting guidance. Revenue recognized related to student loans was immaterial during each of the six months ended June 30, 2016 and 2015 . The following table presents the changes in the allowance for doubtful accounts for student loans receivable (tuition related) for the periods indicated (in thousands): Beginning Balance Charged to Expense Deductions(1) Ending Balance Allowance for doubtful student loans receivable (tuition related): For the six months ended June 30, 2016 $ (953 ) $ 109 $ 60 $ (1,002 ) For the six months ended June 30, 2015 $ (1,495 ) $ (54 ) $ — $ (1,441 ) (1) Deductions represent accounts written off, net of recoveries. For the non-tuition related student loans receivable, the Company monitors the credit quality of the borrower using credit scores, aging history of the loan and delinquency trending. The loan reserve methodology is reviewed on a quarterly basis. Delinquency is the main factor in determining if a loan is impaired. If a loan were determined to be impaired, interest would no longer accrue. For the six months ended June 30, 2016 , approximately $0.2 million of student loans were impaired. As of June 30, 2016 , approximately $0.8 million of student loans had been placed on non-accrual status. As of June 30, 2016 , the repayment status of gross student loans receivable was as follows (in thousands): 120 days and less $ 9,579 From 121 - 270 days 788 Greater than 270 days 963 Total gross student loans receivable 11,330 Less: Amounts reserved or impaired (1,766 ) Less: Discount on student loans receivable (2,020 ) Total student loans receivable, net $ 7,544 |
Other Significant Balance Sheet
Other Significant Balance Sheet Accounts | 6 Months Ended |
Jun. 30, 2016 | |
Balance Sheet Related Disclosures [Abstract] | |
Other Significant Balance Sheet Accounts | Other Significant Balance Sheet Accounts Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consists of the following (in thousands): As of As of Prepaid expenses $ 6,844 $ 7,005 Prepaid licenses 5,592 5,221 Income tax receivable 25,089 20,169 Prepaid insurance 1,875 1,619 Interest receivable 341 299 Insurance recoverable 1,109 16,659 Other current assets 583 1,220 Total prepaid expenses and other current assets $ 41,433 $ 52,192 Property and Equipment, Net Property and equipment, net, consists of the following (in thousands): As of As of Furniture and office equipment $ 54,467 $ 63,354 Software 11,990 12,605 Leasehold improvements 11,050 11,136 Vehicles 22 22 Total property and equipment 77,529 87,117 Less accumulated depreciation (60,100 ) (65,375 ) Total property and equipment, net $ 17,429 $ 21,742 For the three months ended June 30, 2016 and 2015 , depreciation expense was $2.0 million and $3.8 million , respectively. For the six months ended June 30, 2016 and June 30, 2015 , depreciation expense was $4.4 million and $7.7 million , respectively. Goodwill and Intangibles, Net Goodwill and intangibles, net, consists of the following (in thousands): June 30, 2016 Definite-lived intangible assets: Gross Carrying Amount Accumulated Amortization Net Carrying Amount Capitalized curriculum costs $ 20,787 $ (15,820 ) $ 4,967 Purchased intangible assets 15,850 (4,138 ) 11,712 Total definite-lived intangible assets $ 36,637 $ (19,958 ) $ 16,679 Goodwill and indefinite-lived intangibles 2,567 Total goodwill and intangibles, net $ 19,246 December 31, 2015 Definite-lived intangible assets: Gross Carrying Amount Accumulated Amortization Net Carrying Amount Capitalized curriculum costs $ 20,323 $ (13,954 ) $ 6,369 Purchased intangible assets 15,850 (3,521 ) 12,329 Total definite-lived intangible assets $ 36,173 $ (17,475 ) $ 18,698 Goodwill and indefinite-lived intangibles 2,567 Total goodwill and intangibles, net $ 21,265 For the three months ended June 30, 2016 and 2015 , amortization expense was $1.2 million and $1.5 million , respectively. For the six months ended June 30, 2016 and June 30, 2015 , amortization expense was $2.5 million and $2.9 million , respectively. The following table summarizes the estimated remaining amortization expense as of each fiscal year ended below (in thousands): Year Ended December 31, 2016 $ 2,194 2017 3,324 2018 2,258 2019 1,490 2020 1,245 Thereafter 6,168 Total future amortization expense $ 16,679 Accounts Payable and Accrued Liabilities Accounts payable and accrued liabilities consists of the following (in thousands): As of As of Accounts payable $ 135 $ 4,762 Accrued salaries and wages 10,894 10,476 Accrued bonus 3,577 4,295 Accrued vacation 9,895 9,628 Accrued litigation and fees 12,528 720 Accrued expenses 23,091 17,243 Rent liability 11,336 13,406 Accrued insurance liability 3,187 18,666 Total accounts payable and accrued liabilities $ 74,643 $ 79,196 Deferred Revenue and Student Deposits Deferred revenue and student deposits consists of the following (in thousands): As of As of Deferred revenue $ 29,948 $ 23,311 Student deposits 51,268 65,445 Total deferred revenue and student deposits $ 81,216 $ 88,756 Other Long-Term Liabilities Other long-term liabilities consists of the following (in thousands): As of As of Uncertain tax positions $ 7,860 $ 7,870 Legal settlements 100 178 Student transfer agreement costs 1,636 — Other long-term liabilities 5,205 6,998 Total other long-term liabilities $ 14,801 $ 15,046 |
Credit Facilities
Credit Facilities | 6 Months Ended |
Jun. 30, 2016 | |
Debt Disclosure [Abstract] | |
Credit Facilities | Credit Facilities The Company has issued letters of credit that are collateralized with cash in the aggregate amount of $6.7 million , which is included as restricted cash as of June 30, 2016 . As part of its normal business operations, the Company is required to provide surety bonds in certain states in which the Company does business. The Company has entered into a surety bond facility with an insurance company to provide such bonds when required. As of June 30, 2016 , the Company’s total available surety bond facility was $12.0 million and the surety had issued bonds totaling $3.4 million on the Company’s behalf under such facility. |
Lease Obligations
Lease Obligations | 6 Months Ended |
Jun. 30, 2016 | |
Lease Obligations [Abstract] | |
Lease Obligations | Lease Obligations Operating leases The Company leases certain office facilities and office equipment under non-cancelable lease arrangements that expire at various dates through 2023, subject to certain renewal options. Rent expense under non-cancelable operating lease arrangements is accounted for on a straight-line basis and totaled $11.6 million and $27.3 million for the six months ended June 30, 2016 and 2015 , respectively. The following table summarizes the future minimum rental payments under non-cancelable operating lease arrangements in effect at June 30, 2016 (in thousands): Year Ended December 31, 2016 $ 18,341 2017 36,208 2018 31,445 2019 20,876 2020 9,546 Thereafter 7,148 Total minimum payments $ 123,564 |
Earnings (Loss) Per Share
Earnings (Loss) Per Share | 6 Months Ended |
Jun. 30, 2016 | |
Earnings Per Share [Abstract] | |
Earnings (Loss) Per Share | Earnings (Loss) Per Share Basic earnings (loss) per share is calculated by dividing net income (loss) available to common stockholders for the period by the weighted average number of common shares outstanding for the period. Diluted earnings (loss) per share is calculated by dividing net income (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 incremental stock options, unvested restricted stock units (“RSUs”) and unvested performance stock units (“PSUs”). The following table sets forth the computation of basic and diluted earnings (loss) per share for the periods indicated (in thousands, except per share data): Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 Numerator: Net income (loss) $ 3,338 $ (650 ) $ (6,774 ) $ (1,021 ) Denominator: Weighted average number of common shares outstanding 46,289 45,674 46,111 45,552 Effect of dilutive options and stock units 712 — — — Diluted weighted average number of common shares outstanding 47,001 45,674 46,111 45,552 Earnings (loss) per share: Basic earnings (loss) per share $ 0.07 $ (0.01 ) $ (0.15 ) $ (0.02 ) Diluted earnings (loss) per share $ 0.07 $ (0.01 ) $ (0.15 ) $ (0.02 ) During periods in which the Company reported a net loss, basic and diluted loss per share were the same. The following table sets forth the number of stock options, RSUs and PSUs, as applicable, excluded from the computation of diluted earnings (loss) per share for the periods indicated below because their effect was anti-dilutive (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 Stock options 4,477 5,246 4,573 5,110 RSUs and PSUs 406 605 989 631 |
Stock-Based Compensation
Stock-Based Compensation | 6 Months Ended |
Jun. 30, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation The Company recorded $2.0 million and $3.4 million of stock-based compensation expense for the three months ended June 30, 2016 and 2015 , respectively, and $4.3 million and $5.6 million of stock-based compensation expense for the six months ended June 30, 2016 and 2015 , respectively. The related income tax benefit was $0.7 million and $1.3 million for the three months ended June 30, 2016 and 2015 , respectively, and $1.6 million and $2.1 million for the six months ended June 30, 2016 and 2015 , respectively. During the six months ended June 30, 2016 , the Company granted 0.4 million RSUs at a grant date fair value of $10.52 and 0.4 million RSUs vested. During the six months ended June 30, 2015 , the Company granted 0.9 million RSUs at a grant date fair value of $9.44 and 0.3 million RSUs vested. During the six months ended June 30, 2016 , the Company did not grant any performance-based or market-based PSUs and no performance-based or market-based PSUs vested. During the six months ended June 30, 2015 , the Company granted 0.5 million performance-based PSUs at a weighted average grant date fair value of $9.86 and no performance-based PSUs vested. During the six months ended June 30, 2015 , the Company granted 0.2 million market-based PSUs at a weighted average grant date fair value of $4.04 and no market-based PSUs vested. During the six months ended June 30, 2016 , the Company granted 0.4 million stock options at a grant date fair value of $4.99 and 0.2 million stock options were exercised. During the six months ended June 30, 2015 , the Company granted 0.5 million stock options at a grant date fair value of $4.57 and 0.1 million stock options were exercised. As of June 30, 2016 , there was unrecognized compensation cost of $12.5 million related to unvested stock options, RSUs and PSUs. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes 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 June 30, 2016 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 full valuation allowance against its deferred tax assets should continue to be maintained as of June 30, 2016 . The Company determines the interim income tax provision by applying the estimated effective income tax rate expected to be applicable for the full fiscal year to income before income taxes for the period. In determining the full year estimate, the Company does not include the estimated impact of unusual and/or infrequent items, which may cause significant variations in the customary relationship between income tax expense and income before income taxes. The Company’s current estimated annual effective income tax rate that has been applied to normal, recurring operations for the six months ended June 30, 2016 was 22.5% . The Company’s actual effective income tax rate was 41.6% for the six months ended June 30, 2016 , which included $6.1 million of a discrete tax benefit associated with a legal accrual. The actual effective income tax rate for the six months ended June 30, 2016 differed from the Company’s estimated annual effective income tax rate due to a legal accrual and an additional interest accrual on unrecognized tax benefits for the six months ended June 30, 2016. At each of June 30, 2016 and December 31, 2015 , the Company had $20.6 million of gross unrecognized tax benefits, of which $13.4 million would impact the effective income tax rate if recognized. The Company’s continuing practice is to recognize interest and penalties related to uncertain tax positions in the income tax expense line item on the Company’s condensed consolidated statements of income (loss). Accrued interest and penalties related to uncertain tax positions was $2.3 million and $2.0 million as of June 30, 2016 and December 31, 2015, respectively. It is reasonably possible that the total amount of the unrecognized tax benefit will change during the next 12 months. However, the Company does not expect any potential change to have a material effect on the Company’s results of operations or financial position in the next year. The tax years 2008 through 2015 are open to examination by major taxing jurisdictions to which the Company is subject. The Company is currently under audit by the California Franchise Tax Board for the years 2008 through 2012. In connection with the California Franchise Tax Board audit, the Company filed a refund claim for years 2008 through 2010 for approximately $12.6 million in 2014. However, the Company will not recognize benefit in its financial statements related to the refund claim until the final resolution of the audit examination. The Company is also subject to various other state audits. With respect to all open audits, the Company does not expect any significant adjustments to amounts already reserved. |
Regulatory
Regulatory | 6 Months Ended |
Jun. 30, 2016 | |
Regulatory [Abstract] | |
Regulatory | 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 (the “Higher Education Act”), and the regulations promulgated thereunder by the U.S. Department of Education (the “Department”) subject the Company 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 assistance programs under Title IV of the Higher Education Act. Ashford University is regionally accredited by WASC Senior College and University Commission (“WSCUC”) and University of the Rockies is regionally accredited by the Higher Learning Commission (“HLC”). Department of Education Program Reviews of Ashford University On July 31, 2014, the Company and Ashford University received notification from the Department that it intended to conduct a program review of Ashford University’s administration of federal student financial aid programs (“Title IV programs”) in which the university participates. The review commenced on August 25, 2014, and covers federal financial aid years 2012-2013 and 2013-2014, as well as compliance with the Jeanne Clery Disclosure of Campus Security Policy and Campus Crime Statistics Act (the “Clery Act”), the Drug-Free Schools and Communities Act and related regulations. Ashford University was provided with the Department’s program review report and has responded to such initial report. Following consideration of the university’s response, the Department will issue a Final Program Review Determination letter. On July 7, 2016, Ashford University was notified by the Department that an off-site program review had been scheduled to assess Ashford’s administration of the Title IV programs in which it participates. The program review commenced on July 25, 2016 and initially will cover students identified in the 2009-2012 calendar year data previously provided by Ashford to the Department in response to a request for information received from the Multi-Regional and Foreign School Participation Division of the Department’s Office of Federal Student Aid (the “FSA”) on December 10, 2015, but the program review may be expanded if appropriate. WSCUC Accreditation of Ashford University In July 2013, WSCUC granted Initial Accreditation to Ashford University for five years, until July 15, 2018. In December 2013, Ashford University effected its transition to WSCUC accreditation and designated its San Diego, California facilities as its main campus and its Clinton, Iowa campus as an additional location. As part of a continuing monitoring process, Ashford University hosted a visiting team from WSCUC in a special visit in April 2015. In July 2015, Ashford University received an Action Letter from WSCUC outlining the findings arising out of its visiting team’s special visit. The Action Letter stated that the WSCUC visiting team found substantial evidence that Ashford University continues to make sustained progress in all six areas recommended by WSCUC in 2013. As part of its institutional review process, WSCUC will conduct a comprehensive review of Ashford University scheduled to commence with an off-site review in fall 2017, followed by an on-site review in spring 2018. Licensure by California BPPE To be eligible to participate in Title IV programs, an institution must be legally authorized to offer its educational programs by the states in which it is physically located. In connection with its transition to WSCUC accreditation, Ashford University designated its San Diego, California facilities as its main campus for Title IV purposes and submitted an Application for Approval to Operate an Accredited Institution to the State of California, Department of Consumer Affairs, Bureau for Private Postsecondary Education (“BPPE”) on September 10, 2013. In April 2014, the application was granted, and Ashford University was approved by BPPE to operate in California until July 15, 2018. As a result, the university is subject to laws and regulations applicable to private, post-secondary educational institutions located in California, including reporting requirements related to graduation, employment and licensing data, certain changes of ownership and control, faculty and programs, and student refund policies. Ashford also remains subject to other state and federal student employment data reporting and disclosure requirements. Negotiated Rulemaking and Other Executive Action On June 8, 2015, the Department held a press conference and released a document entitled “Fact Sheet: Protecting Students from Abusive Career Colleges” in which the Department announced processes that would be established to assist students who may have been the victims of fraud in gaining relief under the “defense to repayment” provisions of the William D. Ford Federal Direct Loan Program (the “Direct Loan Program”) regulations. Rarely used in the past, the defense to repayment provisions allow a student to assert as a defense against repayment of federal direct loans any commission of fraud or other violation of applicable state law by the school related to such loans or the educational services paid for. On June 16, 2016, the Department published proposed regulations regarding borrower defense to repayment and related matters. The regulations establish a 45-day notice and comment period, and the Department plans to publish its final regulations by November 1, 2016 with an effective date of July 1, 2017. The Department proposes to amend the regulations governing the Direct Loan Program to, among other things, establish a new federal standard and process for determining whether a borrower has a defense to repayment of a student loan based on an act or omission of a school, and amend the Student Assistance General Provisions by revising the financial responsibility standards and adding disclosure requirements for schools. On July 9, 2015, the Department published a Notice of Proposed Rulemaking proposing to amend the regulations governing the Direct Loan Program. On October 30, 2015, the regulations were amended to create a new income-contingent repayment plan in accordance with President Obama’s initiative to allow more Direct Loan Program borrowers to cap their loan payments at 10% of their monthly income. Changes were also made to the Federal Family Education Loan Program and Direct Loan Program regulations to streamline and enhance existing processes and provide additional support to struggling borrowers. The amended regulations also expand the circumstances in which an institution may challenge or appeal a draft or final cohort default rate based on the institution’s participation rate index. On February 8, 2016, the Department announced the creation of a Student Aid Enforcement Unit to respond more quickly and efficiently to allegations of illegal actions by higher education institutions. In April 2016, the Department drafted a set of standards clarifying the information accreditors must submit, including the format in which information should be submitted, when notifying federal officials about actions taken against schools they accredit. The Department accepted public comments on the proposed standards through June 6, 2016, and plans to publish a final rule by November 1, 2016 to be effective in July 2017. On April 22, 2016, the Department issued a Dear Colleague Letter to federally recognized accrediting agencies regarding the flexibility those agencies have in differentiating their reviews of institutions and programs. The Department’s letter encourages accrediting agencies to use that flexibility to focus monitoring and resources on student achievement and problematic institutions or programs. The Department also encourages regional accreditors, such as WSCUC and HLC, to consider adding the use of quantitative measures, in addition to the qualitative measures of student achievement already utilized, in reviewing institutions’ processes for evaluating and validating student learning, and to consider licensing and placement rates in its accreditation of institutions that offer applied, professional and occupational programs. On July 22, 2016, the Department issued proposed regulations to ensure that institutions offering distance education are legally authorized and monitored by states, as required by the Higher Education Act. The proposed regulations clarify state authorization requirements for institutions to participate in the Department’s Title IV programs by, among other things, (i) requiring institutions offering distance education or correspondence courses to be authorized by each state in which they enroll students, if such authorization is required by the state, (ii) requiring institutions to document the state process for resolving student complaints regarding distance education programs and (iii) requiring public and individualized disclosures to enrolled and prospective students in distance education programs, including disclosures regarding adverse actions taken against the institution, the institution’s refund policies and whether each of the institution’s programs meet applicable state licensure or certification requirements. The proposed regulations recognize authorization through participation in a state authorization reciprocity agreement, as long as the agreement does not prevent a state from enforcing its own consumer laws. The proposed regulations were published in the Federal Register on July 25, 2016, and the public comment period will end August 24, 2016. The Department expects to publish a final regulation before the end of 2016. Substantial misrepresentation The Higher Education Act prohibits an institution participating in Title IV programs from engaging in substantial misrepresentation regarding the nature of its educational programs, its financial charges or the employability of its graduates. Under the Department’s rules, a “misrepresentation” is any false, erroneous or misleading statement an institution, one of its representatives or any ineligible institution, organization or person with whom the institution has an agreement to provide educational programs or marketing, advertising, recruiting, or admissions services makes directly or indirectly to a student, prospective student or any member of the public, or to an accrediting agency, a state agency or the Department. The Department’s rules define a “substantial misrepresentation” as any misrepresentation on which the person to whom it was made could reasonably be expected to rely, or has reasonably relied, to that person’s detriment. On December 10, 2015, Ashford University received a request for information from the Multi-Regional and Foreign School Participation Division of the FSA for (i) advertising and marketing materials provided to prospective students regarding the transferability of certain credit, (ii) documents produced in response to the August 10, 2015 Civil Investigative Demand from the Consumer Financial Protection Bureau (the “CFPB”) related to the CFPB’s investigation to determine whether for-profit post-secondary education companies or other unnamed persons have engaged in or are engaging in unlawful acts or practices related to the advertising, marketing or origination of private student loans, (iii) certain documents produced in response to subpoenas and interrogatories issued by the Attorney General of the State of California (the “CA Attorney General”) and (iv) records created between 2009 and 2012 related to the disbursement of certain Title IV funds. The FSA is investigating representations made by Ashford University to potential and enrolled students, and has asked the Company and Ashford University to assist in its assessment of Ashford University’s compliance with the prohibition on substantial misrepresentations. The Company and Ashford University intend to provide the FSA with their full cooperation with a view toward demonstrating the compliant nature of their practices. As discussed above, the Department is currently conducting an off-site program review to assess Ashford’s administration of the Title IV programs in which it participates, which initially will cover students identified in the 2009-2012 calendar year data provided by Ashford to the Department in response to the FSA’s December 10, 2015 request for information. If the Department determines that one of the Company’s institutions has engaged in substantial misrepresentation, the Department may (i) revoke the institution’s program participation agreement, if the institution is provisionally certified, (ii) impose limitations on the institution’s participation in Title IV programs, if the institution is provisionally certified, (iii) deny participation applications made on behalf of the institution or (iv) initiate proceedings to fine the institution or to limit, suspend or terminate the participation of the institution in Title IV programs. Because Ashford University is provisionally certified, if the Department determined that Ashford University has engaged in substantial misrepresentation, the Department may take the actions set forth in clauses (i) and (ii) above in addition to any other actions taken by the Department. Administrative capability The Department specifies extensive criteria by which an institution must establish that it has the requisite administrative capability to participate in Title IV programs. To meet the administrative capability standards, an institution must, among other things, (i) administer Title IV program in accordance with all applicable statutes and regulations, and all related special arrangements and agreements, (ii) have an adequate number of qualified personnel to administer Title IV programs, (iii) administer Title IV programs with adequate checks and balances in its system of internal control over financial reporting, (iv) establish and maintain required records, (v) establish, publish and apply acceptable standards for measuring the satisfactory academic progress of its students, (vi) have adequate procedures in place for properly awarding, disbursing and safeguarding Title IV program funds, (vii) refer to the Department’s Office of Inspector General (the “OIG”) any credible information indicating that an applicant for Title IV program funds or any employee, third-party servicer or other agent of the institution may have engaged in fraud or other illegal conduct involving Title IV programs, (viii) provide adequate financial aid counseling to its students who apply for Title IV program funds, (ix) timely submit all required reports and financial statements, (x) not be, and not have any principal or affiliate who is, debarred or suspended from programs and activities involving federal financial and nonfinancial assistance and benefits or engaging in activity that is cause for such debarment or suspension, (xi) not otherwise appear to lack the ability to administer Title IV programs competently. Ashford University and University of the Rockies were notified by the Department that it did not believe the institutions fully responded to the disclosures of data required by the Gainful Employment regulations, that this was an indication of a serious lack of administrative capability, and that as a result the Department would not make any decisions regarding the addition of any new programs or additional locations until the reporting requirements were met. The Department informed the Company that failure to fully comply in all Gainful Employment data reporting requirements could result in the referral of the errant institution to the Department’s Administrative Actions and Appeals Service Group for consideration of an administrative action against that institution, including a fine, the limitation, suspension or termination of institutional eligibility to participate in Title IV programs, or revocation of the institution’s program participation agreement (if provisional). The Company worked with the Department to address their concerns with respect to the reporting of the Company’s institutions under the Gainful Employment regulations. The Department has since approved new programs for Ashford University, and the Company does not anticipate any actions against its institutions related to this notification. GI Bill Benefits On May 20, 2016, the Company received a letter from the Iowa Department of Education (the “Iowa DOE”) indicating that, as a result of the planned closure of the Clinton Campus, the Iowa State Approving Agency (the “ISAA”) would no longer continue to approve Ashford’s programs for GI Bill benefits after June 30, 2016, and recommending Ashford seek approval through the State Approving Agency of jurisdiction for any location that meets the definition of a “main campus” or “branch campus”. Ashford University began the process of applying for approval through the State Approving Agency in California (“CSAAVE”), while also working with representatives from the U.S. Department of Veterans Affairs (the “VA”), the ISAA and CSAAVE in order to prevent any disruption of educational benefits to Ashford’s veteran students. On June 20, 2016, the Company received a second letter from the Iowa DOE indicating that the Iowa DOE had issued a stay of the ISAA’s withdrawal of approval of Ashford’s programs for GI Bill benefits effective immediately until the earlier of (i) 90 days from June 20, 2016 or (ii) the date on which CSAAVE completed its review and issued a decision regarding the approval of Ashford in California. Ashford received communication from CSAAVE indicating that additional information and documentation would be required before Ashford’s application could be considered for CSAAVE approval. Ashford subsequently withdrew the CSAAVE application and is currently working with the VA, the Iowa DOE and the ISAA to obtain continued approval of Ashford’s programs for GI Bill benefits and to prevent any disruption of educational benefits to Ashford’s veteran students. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 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 authoritative guidance, 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 with no best estimate in the range, the Company records the minimum estimated liability. 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 is material. The Company continuously assesses the potential liability related to the Company’s pending litigation and revises its estimates when additional information becomes available. Below is a list of material legal proceedings to which the Company or its subsidiaries is a party. Compliance Audit by the Department’s Office of the Inspector General In January 2011, Ashford University received a final audit report from the OIG regarding the compliance audit commenced in May 2008 and covering the period July 1, 2006 through June 30, 2007. The audit covered Ashford University’s administration of Title IV program funds, including compliance with regulations governing institutional and student eligibility, awards and disbursements of Title IV program funds, verification of awards and returns of unearned funds during that period, and compensation of financial aid and recruiting personnel during the period May 10, 2005 through June 30, 2009. The final audit report contained audit findings, in each case for the period July 1, 2006 through June 30, 2007, which are applicable to award year 2006-2007. Each finding was accompanied by one or more recommendations to the FSA. Ashford University provided the FSA a detailed response to the OIG’s final audit report in February 2011. In June 2011, in connection with two of the six findings, the FSA requested that Ashford University conduct a file review of the return to Title IV fund calculations for all Title IV recipients who withdrew from distance education programs during the 2006-2007 award year. The institution cooperated with the request and supplied the information within the time frame required. If the FSA were to determine to assess a monetary liability or commence other administrative action, Ashford University would have an opportunity to contest the assessment or proposed action through administrative proceedings, with the right to seek review of any final administrative action in the federal courts. The outcome of this audit is uncertain at this point because of the many questions of fact and law that may arise. At present, the Company cannot reasonably estimate a range of loss for this action based on the information available to the Company. Accordingly, the Company has not accrued any liability associated with this matter. Iowa Attorney General Civil Investigation of Ashford University In February 2011, Ashford University received from the Attorney General of the State of Iowa (the “Iowa Attorney General”) a Civil Investigative Demand and Notice of Intent to Proceed (the “Iowa CID”) relating to the Iowa Attorney General’s investigation of whether certain of the university’s business practices comply with Iowa consumer laws. Pursuant to the Iowa CID, the Iowa Attorney General requested documents and detailed information for the time period January 1, 2008 to present. On numerous occasions, representatives from the Company and Ashford University met with the Iowa Attorney General to discuss the status of the investigation and the Iowa Attorney General’s allegations against the Company that had been communicated to the Company in June 2013. As a result of these meetings, on May 15, 2014, the Iowa Attorney General, the Company and Ashford University entered into an Assurance of Voluntary Compliance (the “AVC”) in full resolution of the Iowa CID and the Iowa Attorney General’s allegations. The AVC, in which the Company and Ashford University do not admit any liability, contains several components including injunctive relief, nonmonetary remedies and a payment to the Iowa Attorney General to be used for restitution to Iowa consumers, costs and fees. The AVC also provides for the appointment of a settlement administrator for a period of three years to review the Company’s and Ashford University’s compliance with the terms of the AVC. The Company had originally accrued $9.0 million in 2013 related to this matter, which represented its best estimate of the total restitution, cost of non-monetary remedies and future legal costs. The remaining accrual is $0.6 million as of June 30, 2016 . New York Attorney General Investigation of Bridgepoint Education, Inc. In May 2011, the Company received from the Attorney General of the State of New York (the “NY Attorney General”) a subpoena relating to the NY Attorney General’s investigation of whether the Company and its academic institutions have complied with certain New York state consumer protection, securities and finance laws. Pursuant to the subpoena, the NY Attorney General has requested from the Company and its academic institutions documents and detailed information for the time period March 17, 2005 to present. The Company is cooperating with the investigation and cannot predict the eventual scope, duration or outcome of the investigation at this time. North Carolina Attorney General Investigation of Ashford University In September 2011, Ashford University received from the Attorney General of the State of North Carolina (the “NC Attorney General”) an Investigative Demand relating to the NC Attorney General’s investigation of whether the university’s business practices complied with North Carolina consumer protection laws. Pursuant to the Investigative Demand, the NC Attorney General has requested from Ashford University documents and detailed information for the time period January 1, 2008 to present. Ashford University is cooperating with the investigation and cannot predict the eventual scope, duration or outcome of the investigation at this time. California Attorney General Investigation of For-Profit Educational Institutions and Consumer Financial Protection Bureau Subpoena of Bridgepoint Education, Inc. and Ashford University In January 2013, the Company received from the 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 present. 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 the current date. On August 10, 2015, the Company and Ashford University received from the CFPB Civil Investigative Demands related to the CFPB’s investigation to determine whether for-profit post-secondary-education companies or other unnamed persons have engaged in or are engaging in unlawful acts or practices related to the advertising, marketing or origination of private student loans. The Company and Ashford University provided documents and other information to the CFPB and the CFPB attended several meetings with representatives from the Company and the CA Attorney General’s office to discuss the status of both investigations, 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. All of the parties met again in the spring of 2016 to discuss the status of the investigations and explore a potential joint resolution involving injunctive relief, other non-monetary remedies and a payment to the CA Attorney General and the CFPB. The Company currently estimates that a reasonable range of loss for this matter is between $16.2 million and $30.0 million . The Company has recorded an expense of $16.2 million related to this matter, which represents its current best estimate of the cost of resolution of this matter. Massachusetts Attorney General Investigation of Bridgepoint Education, Inc. and Ashford University On July 21, 2014, the Company and Ashford University received from the Attorney General of the State of Massachusetts (the “MA Attorney General”) a Civil Investigative Demand (the “MA CID”) relating to the MA Attorney General’s investigation of for-profit educational institutions and whether the university’s business practices complied with Massachusetts consumer protection laws. Pursuant to the MA CID, the MA Attorney General has requested from the Company and Ashford University documents and information for the time period January 1, 2006 to present. The Company is cooperating with the investigation and cannot predict the eventual scope, duration or outcome of the investigation at this time. Securities & Exchange Commission Subpoena of Bridgepoint Education, Inc. On July 22, 2014, the Company received from the SEC a subpoena relating to certain of the Company’s accounting practices, including revenue recognition, receivables and other matters relating to the Company’s previously disclosed intention to restate its financial statements for fiscal year ended December 31, 2013 and revise its financial statements for the years ended December 31, 2011 and 2012, and the prior revision of the Company’s financial statements for the fiscal year ended December 31, 2012. Pursuant to the subpoena, the SEC has requested from the Company documents and detailed information for the time period January 1, 2009 to present. On May 18, 2016, the Company received a second subpoena from the SEC seeking additional information from the Company, including information with respect to the accrual disclosed by the Company in its Quarterly Report on Form 10-Q for the quarter ended March 31, 2016 with respect to the potential joint resolution of investigations by the CA Attorney General and the CFPB (the “CA AG/CFPB Investigations”), the Company’s scholarship and institutional loan programs and any other extensions of credit made by the Company to students, and student enrollment and retention at the Company’s academic institutions. Pursuant to the subpoena, the SEC has requested from the Company documents and detailed information for, in the case of the CA AG/CFPB Investigations, the periods at issue in such investigations, in the case of the Company’s scholarship and institutional loan programs and related matters, the period from January 1, 2011 to the present, and for all other matters, the period from January 1, 2014 to the present. The Company is cooperating with the SEC and cannot predict the eventual scope, duration or outcome of the investigation at this time. As a result, the Company cannot reasonably estimate a range of loss for this action and accordingly has not accrued any liability associated with this action. Department of Justice Civil Investigative Demand On July 7, 2016, the Company received from the U.S. Department of Justice (the “DOJ”) a Civil Investigative Demand (the “DOJ CID”) related to the DOJ's investigation concerning allegations that the Company may have misstated Title IV refund revenue or overstated revenue associated with private secondary loan programs and thereby misrepresented its compliance with the 90/10 rule of the Higher Education Act. Pursuant to the DOJ CID, the DOJ has requested from the Company documents and information for fiscal years 2011-2014. The Company is evaluating the DOJ CID and intends to fully cooperate with the DOJ on this matter. Securities Class Actions Consolidated Securities Class Action On July 13, 2012, a securities class action complaint was filed in the U.S. District Court for the Southern District of California by Donald K. Franke naming the Company, Andrew Clark, Daniel Devine and Jane McAuliffe as defendants for allegedly making false and materially misleading statements regarding the Company’s business and financial results, specifically the concealment of accreditation problems at Ashford University. The complaint asserted a putative class period stemming from May 3, 2011 to July 6, 2012. A substantially similar complaint was also filed in the same court by Luke Sacharczyk on July 17, 2012 making similar allegations against the Company, Andrew Clark and Daniel Devine. The Sacharczyk complaint asserted a putative class period stemming from May 3, 2011 to July 12, 2012. On July 26, 2012, another purported securities class action complaint was filed in the same court by David Stein against the same defendants based upon the same general set of allegations and class period. The complaints alleged violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Rule 10b-5 promulgated thereunder and sought unspecified monetary relief, interest and attorneys’ fees. On October 22, 2012, the Sacharczyk and Stein actions were consolidated with the Franke action and the Court appointed the City of Atlanta General Employees’ Pension Fund and the Teamsters Local 677 Health Services & Insurance Plan as lead plaintiffs. A consolidated complaint was filed on December 21, 2012 and the Company filed a motion to dismiss on February 19, 2013. On September 13, 2013, the Court granted the motion to dismiss with leave to amend for alleged misrepresentations relating to Ashford University’s quality of education, the WSCUC accreditation process and the Company’s financial forecasts. The Court denied the motion to dismiss for alleged misrepresentations concerning Ashford University’s persistence rates. Following the conclusion of discovery, the parties entered into an agreement to settle the litigation for $15.5 million , which was recorded by the Company during the third quarter of 2015 and funded by the Company’s insurance carriers in the first quarter of 2016. The settlement was granted preliminary approval by the Court on December 14, 2015, proceeded through the shareholder claims administration process, and was granted final approval by the Court on April 25, 2016. Zamir v. Bridgepoint Education, Inc., et al. On February 24, 2015, a securities class action complaint was filed in the U.S. District Court for the Southern District of California by Nelda Zamir naming the Company, Andrew Clark and Daniel Devine as defendants. The complaint asserts violations of Sections 10(b) and 20(a) of the Exchange Act and Rule 10b-5 promulgated thereunder, claiming that the defendants made false and materially misleading statements and failed to disclose material adverse facts regarding the Company’s business, operations and prospects, specifically regarding the Company’s improper application of revenue recognition methodology to assess collectability of funds owed by students. The complaint asserts a putative class period stemming from August 7, 2012 to May 30, 2014 and seeks unspecified monetary relief, interest and attorneys’ fees. On July 15, 2015, the Court granted plaintiff’s motion for appointment as lead plaintiff and for appointment of lead counsel. On September 18, 2015, the plaintiff filed a substantially similar amended complaint that asserts a putative class period stemming from March 12, 2013 to May 30, 2014. The amended complaint also names Patrick Hackett, Adarsh Sarma, Warburg Pincus & Co., Warburg Pincus LLC, Warburg Pincus Partners LLC, and Warburg Pincus Private Equity VIII, L.P. as additional defendants. On November 24, 2015, all defendants filed motions to dismiss. On July 25, 2016, the Court granted the motions to dismiss and granted plaintiff leave to file an amended complaint within 30 days. The outcome of this legal proceeding is uncertain at this point because of the many questions of fact and law that may arise. Based on information available to the Company at present, it cannot reasonably estimate a range of loss for this action. Accordingly, the Company has not accrued any liability associated with this action. Shareholder Derivative Actions In re Bridgepoint, Inc. Shareholder Derivative Action On July 24, 2012, a shareholder derivative complaint was filed in California Superior Court by Alonzo Martinez. In the complaint, the plaintiff asserts a derivative claim on the Company’s behalf against certain of its current and former officers and directors. The complaint is captioned Martinez v. Clark, et al. and generally alleges that the individual defendants breached their fiduciary duties of candor, good faith and loyalty, wasted corporate assets and were unjustly enriched. The lawsuit seeks unspecified monetary relief and disgorgement on behalf of the Company, as well as other equitable relief and attorneys’ fees. On September 28, 2012, a substantially similar shareholder derivative complaint was filed in California Superior Court by David Adolph-Laroche. In the complaint, the plaintiff asserts a derivative claim on the Company’s behalf against certain of its current and former officers and directors. The complaint is captioned Adolph-Laroche v. Clark, et al. and generally alleges that the individual defendants breached their fiduciary duties of candor, good faith and loyalty, wasted corporate assets and were unjustly enriched. On October 11, 2012, the Adolph-Laroche action was consolidated with the Martinez action and the case is now captioned In re Bridgepoint, Inc. Shareholder Derivative Action . A consolidated complaint was filed on December 18, 2012 and the defendants filed a motion to stay the case while the underlying securities class action is pending. The motion was granted by the Court on April 11, 2013. A status conference was held on October 10, 2013, during which the Court ordered the stay continued for the duration of discovery in the securities class action, but permitted the plaintiff to receive copies of any discovery responses served in the underlying securities class action. Cannon v. Clark, et al. On November 1, 2013, a shareholder derivative complaint was filed in the U.S. District Court for the Southern District of California by James Cannon. In the complaint, the plaintiff asserts a derivative claim on the Company’s behalf against certain of its current officers and directors. The complaint is captioned Cannon v. Clark, et al . and is substantially similar to the previously filed California State Court derivative action now captioned In re Bridgepoint, Inc. Shareholder Derivative Action . In the complaint, plaintiff generally alleges that the individual defendants breached their fiduciary duties of candor, good faith and loyalty, wasted corporate assets and were unjustly enriched. The lawsuit seeks unspecified monetary relief and disgorgement on behalf of the Company, as well as other equitable relief and attorneys’ fees. Pursuant to a stipulation among the parties, on January 6, 2014, the Court ordered the case stayed during discovery in the underlying securities class action, but permitted the plaintiff to receive copies of any discovery responses served in the underlying securities class action. Di Giovanni v. Clark, et al. , and Craig-Johnston v. Clark, et al . On December 9, 2013, two nearly identical shareholder derivative complaints were filed in the United States District Court for the Southern District of California. The complaints assert derivative claims on the Company’s behalf against the members of the Company’s board of directors as well as against Warburg Pincus & Co., Warburg Pincus LLC, Warburg Pincus Partners LLC, and Warburg Pincus Private Equity VIII, L.P. The two complaints are captioned Di Giovanni v. Clark, et al. and Craig-Johnston v. Clark, et al . The complaints generally allege that all of the defendants breached their fiduciary duties and were unjustly enriched and that the individual defendants wasted corporate assets in connection with the tender offer commenced by the Company on November 13, 2013. The lawsuits seek unspecified monetary relief and disgorgement, as well as other equitable relief and attorneys’ fees. On February 28, 2014, the defendants filed motions to dismiss, which were granted by the Court on October 17, 2014. The plaintiffs filed a notice of appeal on December 8, 2014 and the case is currently under appeal with the United States Court of Appeals for the Ninth Circuit. Klein v. Clark, et al. On January 9, 2014, a shareholder derivative complaint was filed in the Superior Court of the State of California in San Diego. The complaint asserts derivative claims on the Company’s behalf against the members of the Company’s board of directors as well as against Warburg Pincus & Co., Warburg Pincus LLC, Warburg Pincus Partners LLC, and Warburg Pincus Private Equity VIII, L.P. The complaint is captioned Klein v. Clark, et al. and generally alleges that all of the defendants breached their fiduciary duties and were unjustly enriched and that the individual defendants wasted corporate assets in connection with the tender offer commenced by the Company on November 13, 2013. The lawsuit seeks unspecified monetary relief and disgorgement, as well as other equitable relief and attorneys’ fees. On March 21, 2014, the Court granted the parties’ stipulation to stay the case until the motions to dismiss in the related federal derivative action were decided. On November 14, 2014, the Court dismissed the case but retained jurisdiction in the event the dismissal in the federal case is reversed on appeal by the United States Court of Appeals for the Ninth Circuit. Reardon v. Clark, et al. On March 18, 2015, a shareholder derivative complaint was filed in the Superior Court of the State of California in San Diego. The complaint asserts derivative claims on the Company’s behalf against certain of its current and former officers and directors. The complaint is captioned Reardon v. Clark, et al. and generally alleges that the individual defendants breached their fiduciary duties of candor, good faith and loyalty, wasted corporate assets and were unjustly enriched. The lawsuit seeks unspecified monetary relief and disgorgement, as well as other equitable relief and attorneys’ fees. Pursuant to a stipulation among the parties, on May 27, 2015, the Court ordered the case stayed during discovery in the underlying Zamir securities class action, but permitted the plaintiff to receive copies of any discovery conducted in the underlying Zamir securities class action. Qui Tam Complaints In December 2012, the Company received notice that the DOJ had declined to intervene in a qui tam complaint filed in the U.S. District Court for the Southern District of California by Ryan Ferguson and Mark T. Pacheco under the federal False Claims Act on March 10, 2011 and unsealed on December 26, 2012. The complaint was captioned United States of America, ex rel., Ryan Ferguson and Mark T. Pacheco v. Bridgepoint Education, Inc., Ashford University and University of the Rockies . The qui tam complaint alleged, among other things, that since March 10, 2005, the Company caused its institutions, Ashford University and University of the Rockies, to violate the federal False Claims Act by falsely certifying to the Department that the institutions were in compliance with various regulations governing Title IV programs, including those that require compliance with federal rules regarding the payment of incentive compensation to enrollment personnel, student disclosures, and misrepresentation in connection with the institutions’ participation in Title IV programs. The complaint sought significant damages, penalties and other relief. On April 30, 2013, the relators petitioned the Court for voluntary dismissal of the complaint without prejudice. The DOJ filed a notice stipulating to the dismissal and the Court granted the dismissal on June 12, 2013. In January 2013, the Company received notice that the DOJ had declined to intervene in a qui tam complaint filed in the U.S. District Court for the Southern District of California by James Carter and Roger Lengyel under the federal False Claims Act on July 2, 2010 and unsealed on January 2, 2013. The complaint is captioned United States of America, ex rel., James Carter and Roger Lengyel v. Bridgepoint Education, Inc., Ashford University . The qui tam complaint alleged, among other things, that since March 2005, the Company and Ashford University had violated the federal False Claims Act by falsely certifying to the Department that Ashford University was in compliance with federal rules regarding the payment of incentive compensation to enrollment personnel in connection with the institution’s participation in Title IV programs. Pursuant to a stipulation between the parties, the relators filed an amended complaint on May 10, 2013. The amended complaint was substantially similar to the original complaint and sought significant damages, penalties and other relief. In March 2015, the Company filed a motion to dismiss the case pursuant to the public disclosure bar, which was granted without leave to amend by the Court on August 17, 2015. The relators filed a notice of appeal on September 15, 2015 and the case was under appeal with the United States Court of Appeals for the Ninth Circuit. During the pendency of the appeal, the parties agreed to settle the case for an immaterial amount and the appeal was subsequently dismissed on July 22, 2016. |
Summary of Significant Accoun22
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2016 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The condensed consolidated financial statements include the accounts of Bridgepoint Education, Inc. and its wholly owned subsidiaries. Intercompany transactions have been eliminated in consolidation. |
Unaudited Interim Financial Information | 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 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, 2015 , which was filed with the Securities and Exchange Commission (the “SEC”) on March 8, 2016 . 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 financial statements, but does not include all disclosures required by GAAP for complete annual financial statements. |
Use of Estimates | 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 of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the condensed consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Reclassifications | Reclassifications Certain reclassifications have been made to the prior years’ financial statements to conform to the current year presentation. The Company has combined the presentation of accounts payable and accrued liabilities on its condensed consolidated balance sheets. These reclassifications had no effect on previously reported results of operations or cash flows. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (Topic 606) , which supersedes the revenue recognition requirements in Accounting Standards Codification (“ASC”) Topic 605, Revenue Recognition . This literature is based on the principle that revenue is recognized to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The accounting guidance also requires additional disclosure regarding the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. ASU 2014-09 can be adopted using one of two retrospective application methods. In August 2015, the FASB issued ASU 2015-14, Revenue from Contracts with Customers (Topic 606), Deferral of the Effective Date, which defers the effective date of ASU 2014-09 by one year, to fiscal years beginning after December 15, 2017. The Company continues to evaluate which transition approach to use and the impacts the adoption of ASU 2014-09 and ASU 2015-14 will have on the Company’s consolidated financial statements. In April 2015, the FASB issued ASU 2015-05, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement. The update includes cloud computing arrangements, examples of which include: (i) software as a service; (ii) platform as a service; (iii) infrastructure as a service; and (iv) other similar hosting arrangements. The update adds guidance to Subtopic 350-40, Intangibles - Goodwill and Other - Internal-Use Software , that will help entities evaluate the accounting for fees paid by a customer in a cloud computing arrangement. The guidance already exists within the FASB section 985-605-55, but it is included in a Subtopic applied by cloud service providers to determine whether an arrangement includes the sale or license of software. The amendments in this update were effective for fiscal years beginning after December 15, 2015, including interim periods within those fiscal years. The adoption of ASU 2015-05 did not have a material impact to the Company’s consolidated financial statements. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). Under the new guidance, lessees will be required to recognize the following for all leases (with the exception of short-term leases) at the lease commencement date: (i) a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis; and (ii) a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. Under the new guidance, lessor accounting is largely unchanged. Certain targeted improvements were made to align, where necessary, lessor accounting with the lessee accounting model and ASC Topic 606, Revenue from Contracts with Customers . The new lease guidance simplifies the accounting for sale and leaseback transactions primarily because lessees must recognize lease assets and lease liabilities. Lessees will no longer be provided with a source of off-balance sheet financing. Public companies should apply the amendments in ASU 2016-02 for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early application is permitted for all public companies and all nonpublic companies upon issuance. Lessees (for capital and operating leases) and lessors (for sales-type, direct financing and operating leases) must apply a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. The modified retrospective approach would not require any transition accounting for leases that expired before the earliest comparative period presented. Lessees and lessors may not apply a full retrospective transition approach. The Company continues to evaluate the impact the adoption of ASU 2016-02 will have on the Company’s consolidated financial statements. In March 2016, the FASB issued ASU 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net). The amendments relate to when another party, along with the entity, is involved in providing a good or service to a customer. ASC Topic 606, Revenue from Contracts with Customers requires an entity to determine whether the nature of its promise is to provide that good or service to the customer (i.e., the entity is a principal) or to arrange for the good or service to be provided to the customer by another party (i.e., the entity is an agent). The amendments in ASU 2016-08 are effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The Company continues to evaluate the impact the adoption of ASU 2016-08 will have on the Company’s consolidated financial statements. In March 2016, the FASB issued ASU 2016-09, Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting . The update includes multiple provisions intended to simplify various aspects of the accounting for share-based payments. While aimed at reducing the cost and complexity of the accounting for share-based payments, the amendments are expected to significantly impact net income, EPS and the statement of cash flows. Implementation and administration may present challenges for companies with significant share-based payment activities. ASU 2016-09 is effective for public companies for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. The Company will adopt this update as of January 1, 2017 using the prospective method. The Company continues to evaluate the impact the adoption of ASU 2016-09 will have on the Company’s consolidated financial statements. In April 2016, the FASB issued ASU 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing. The update clarifies Topic 606 with respect to (i) the identification of performance obligations and (ii) the licensing implementation guidance. The amendments do not change the core principle of the guidance in Topic 606. Public companies should apply the amendments in this update for fiscal years beginning after December 15, 2017, including interim periods within those fiscal year. The Company continues to evaluate the impact the adoption of ASU 2016-10 will have on the Company’s consolidated financial statements. In May 2016, the FASB issued ASU 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients. The update addresses narrow-scope improvements to the guidance on collectibility, noncash consideration and completed contracts at transition. Additionally, the amendments in this update provide a practical expedient for contract modifications at transition and an accounting policy election related to the presentation of sales taxes and other similar taxes collected from customers. The amendments in this update affect the guidance in ASU 2014-09, Revenue from Contracts with Customers (Topic 606) , which is not yet effective. The effective date and transition requirements for the amendments in this update are the same as the effective date and transition requirements for ASC Topic 606. The Company continues to evaluate the impact the adoption of ASU 2016-12 will have on the Company’s consolidated financial statements. In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. The update is intended to improve financial reporting by requiring timelier recording of credit losses on loans and other financial instruments held by financial institutions and other organizations. The update requires the measurement of all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. Financial institutions and other organizations will now use forward-looking information to better inform their credit loss estimates. Many of the loss estimation techniques applied today will still be permitted, although the inputs to those techniques will change to reflect the full amount of expected credit losses. Organizations will continue to use judgment to determine which loss estimation method is appropriate for their circumstances. The update requires enhanced disclosures to help investors and other financial statement users better understand significant estimates and judgments used in estimating credit losses, as well as the credit quality and underwriting standards of an organization’s portfolio. These disclosures include qualitative and quantitative requirements that provide additional information about the amounts recorded in the financial statements. The update is effective for SEC filers for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019 (i.e., January 1, 2020, for calendar year entities). Early application will be permitted for all organizations for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. The Company does not believe the adoption of ASU 2016-13 will have a material impact on the Company’s consolidated financial statements. |
Restructuring and Impairment 23
Restructuring and Impairment Charges Restructuring and Impairment Charges (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Restructuring and Related Activities [Abstract] | |
Summary of Restructuring Charges | The following table summarizes the amounts recorded in the restructuring and impairment charges line item on the Company’s condensed consolidated statements of income (loss) for each of the periods presented (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 Asset impairment $ — $ 1,312 $ — $ 1,312 Student transfer agreement costs (17 ) — (33 ) — Severance costs 1,547 775 2,246 775 Lease exit and other costs 162 12,331 188 12,331 Total restructuring and impairment charges $ 1,692 $ 14,418 $ 2,401 $ 14,418 |
Schedule of Restructuring Reserve by Type of Cost | The following table summarizes the changes in the Company's restructuring liability by type during the six months ended June 30, 2016 (in thousands): Student Transfer Agreement Costs Severance Costs Lease Exit and Other Costs Total Balance at December 31, 2015 $ 3,224 $ 1,744 $ 13,921 $ 18,889 Restructuring and impairment charges (33 ) 2,246 188 2,401 Payments (104 ) (2,107 ) (4,554 ) (6,765 ) Balance at June 30, 2016 $ 3,087 $ 1,883 $ 9,555 $ 14,525 |
Accounts Receivable (Tables)
Accounts Receivable (Tables) - Allowance for Doubtful Accounts, Current | 6 Months Ended |
Jun. 30, 2016 | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |
Schedule of Accounts Receivable, Net | Accounts receivable, net, consist of the following (in thousands): As of As of Accounts receivable $ 45,330 $ 34,205 Less allowance for doubtful accounts (15,533 ) (10,114 ) Accounts receivable, net $ 29,797 $ 24,091 |
Changes in Allowance for Doubtful Accounts, Accounts Receivable | The following table presents the changes in the allowance for doubtful accounts for accounts receivable for the periods indicated (in thousands): Beginning Balance Charged to Expense Deductions(1) Ending Balance Allowance for doubtful accounts receivable: For the six months ended June 30, 2016 $ (10,114 ) $ 15,868 $ (10,449 ) $ (15,533 ) For the six months ended June 30, 2015 $ (27,567 ) $ 15,418 $ (16,216 ) $ (26,769 ) (1) Deductions represent accounts written off, net of recoveries. |
Investments (Tables)
Investments (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value Information of Short and Long-term Investments | The following tables summarize the fair value information of short-term and long-term investments as of June 30, 2016 and December 31, 2015 , respectively (in thousands): As of June 30, 2016 Level 1 Level 2 Level 3 Total Mutual funds $ 1,566 $ — $ — $ 1,566 Corporate notes and bonds — 33,763 — 33,763 U.S. government and agency securities — 20,000 — 20,000 Certificates of deposit — 25,000 — 25,000 Total $ 1,566 $ 78,763 $ — $ 80,329 As of December 31, 2015 Level 1 Level 2 Level 3 Total Mutual funds $ 1,314 $ — $ — $ 1,314 Corporate notes and bonds — 40,843 — 40,843 Certificates of deposit — 25,000 — 25,000 Total $ 1,314 $ 65,843 $ — $ 67,157 |
Schedule of Difference Between Amortized Cost and Fair Value | The following tables summarize the differences between amortized cost and fair value of short-term and long-term investments as of June 30, 2016 and December 31, 2015 , respectively (in thousands): June 30, 2016 Gross unrealized Maturities Amortized Cost Gain Loss Fair Value Short-term Corporate notes and bonds 1 year or less 33,727 36 — 33,763 Long-term U.S. government and agency securities 3 years or less 20,000 — — 20,000 Certificates of deposit 3 years or less 25,000 — — 25,000 Total $ 78,727 $ 36 $ — $ 78,763 The above table does not include $1.6 million of mutual funds for June 30, 2016 , which are recorded as trading securities. December 31, 2015 Gross unrealized Maturities Amortized Cost Gain Loss Fair Value Short-term Corporate notes and bonds 1 year or less 18,113 — (40 ) 18,073 Long-term Corporate notes and bonds 3 years or less 22,887 — (117 ) 22,770 Certificates of deposit 3 years or less 25,000 — — 25,000 Total $ 66,000 $ — $ (157 ) $ 65,843 The above table does not include $1.3 million of mutual funds for December 31, 2015 , which are recorded as trading securities. |
Student Loans Receivable (Table
Student Loans Receivable (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |
Delinquency Status of Gross Student Loans Receivable | As of June 30, 2016 , the repayment status of gross student loans receivable was as follows (in thousands): 120 days and less $ 9,579 From 121 - 270 days 788 Greater than 270 days 963 Total gross student loans receivable 11,330 Less: Amounts reserved or impaired (1,766 ) Less: Discount on student loans receivable (2,020 ) Total student loans receivable, net $ 7,544 |
Allowance for Notes Receivable | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |
Schedule of Student Loans Receivable, Net | Student loans receivable, net, consist of the following (in thousands): Short-term: As of As of Student loans receivable (non-tuition related) $ 436 $ 310 Student loans receivable (tuition related) 592 555 Current student loans receivable 1,028 865 Less allowance for doubtful accounts (73 ) (90 ) Student loans receivable, net $ 955 $ 775 Long-term: As of As of Student loans receivable (non-tuition related) $ 2,749 $ 3,314 Student loans receivable (tuition related) 4,769 4,943 Non-current student loans receivable 7,518 8,257 Less allowance for doubtful accounts (929 ) (863 ) Student loans receivable, net $ 6,589 $ 7,394 |
Changes in Allowance for Doubtful Accounts, Student Loans Receivable | The following table presents the changes in the allowance for doubtful accounts for student loans receivable (tuition related) for the periods indicated (in thousands): Beginning Balance Charged to Expense Deductions(1) Ending Balance Allowance for doubtful student loans receivable (tuition related): For the six months ended June 30, 2016 $ (953 ) $ 109 $ 60 $ (1,002 ) For the six months ended June 30, 2015 $ (1,495 ) $ (54 ) $ — $ (1,441 ) (1) Deductions represent accounts written off, net of recoveries. |
Other Significant Balance She27
Other Significant Balance Sheet Accounts (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Balance Sheet Related Disclosures [Abstract] | |
Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets consists of the following (in thousands): As of As of Prepaid expenses $ 6,844 $ 7,005 Prepaid licenses 5,592 5,221 Income tax receivable 25,089 20,169 Prepaid insurance 1,875 1,619 Interest receivable 341 299 Insurance recoverable 1,109 16,659 Other current assets 583 1,220 Total prepaid expenses and other current assets $ 41,433 $ 52,192 |
Property and Equipment, Net | Property and equipment, net, consists of the following (in thousands): As of As of Furniture and office equipment $ 54,467 $ 63,354 Software 11,990 12,605 Leasehold improvements 11,050 11,136 Vehicles 22 22 Total property and equipment 77,529 87,117 Less accumulated depreciation (60,100 ) (65,375 ) Total property and equipment, net $ 17,429 $ 21,742 |
Goodwill and Intangibles, Net | Goodwill and intangibles, net, consists of the following (in thousands): June 30, 2016 Definite-lived intangible assets: Gross Carrying Amount Accumulated Amortization Net Carrying Amount Capitalized curriculum costs $ 20,787 $ (15,820 ) $ 4,967 Purchased intangible assets 15,850 (4,138 ) 11,712 Total definite-lived intangible assets $ 36,637 $ (19,958 ) $ 16,679 Goodwill and indefinite-lived intangibles 2,567 Total goodwill and intangibles, net $ 19,246 December 31, 2015 Definite-lived intangible assets: Gross Carrying Amount Accumulated Amortization Net Carrying Amount Capitalized curriculum costs $ 20,323 $ (13,954 ) $ 6,369 Purchased intangible assets 15,850 (3,521 ) 12,329 Total definite-lived intangible assets $ 36,173 $ (17,475 ) $ 18,698 Goodwill and indefinite-lived intangibles 2,567 Total goodwill and intangibles, net $ 21,265 |
Intangibles, Estimated Remaining Amortization Expense | The following table summarizes the estimated remaining amortization expense as of each fiscal year ended below (in thousands): Year Ended December 31, 2016 $ 2,194 2017 3,324 2018 2,258 2019 1,490 2020 1,245 Thereafter 6,168 Total future amortization expense $ 16,679 |
Accrued Liabilities | Accounts payable and accrued liabilities consists of the following (in thousands): As of As of Accounts payable $ 135 $ 4,762 Accrued salaries and wages 10,894 10,476 Accrued bonus 3,577 4,295 Accrued vacation 9,895 9,628 Accrued litigation and fees 12,528 720 Accrued expenses 23,091 17,243 Rent liability 11,336 13,406 Accrued insurance liability 3,187 18,666 Total accounts payable and accrued liabilities $ 74,643 $ 79,196 |
Deferred Revenue and Student Deposits | Deferred revenue and student deposits consists of the following (in thousands): As of As of Deferred revenue $ 29,948 $ 23,311 Student deposits 51,268 65,445 Total deferred revenue and student deposits $ 81,216 $ 88,756 |
Other Long-Term Liabilities | Other long-term liabilities consists of the following (in thousands): As of As of Uncertain tax positions $ 7,860 $ 7,870 Legal settlements 100 178 Student transfer agreement costs 1,636 — Other long-term liabilities 5,205 6,998 Total other long-term liabilities $ 14,801 $ 15,046 |
Lease Obligations (Tables)
Lease Obligations (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Lease Obligations [Abstract] | |
Schedule of Future Minimum Rental Payments for Operating Leases | The following table summarizes the future minimum rental payments under non-cancelable operating lease arrangements in effect at June 30, 2016 (in thousands): Year Ended December 31, 2016 $ 18,341 2017 36,208 2018 31,445 2019 20,876 2020 9,546 Thereafter 7,148 Total minimum payments $ 123,564 |
Earnings (Loss) Per Share (Tabl
Earnings (Loss) Per Share (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Earnings Per Share [Abstract] | |
Computation of Basic and Diluted Earnings Per Common Share | The following table sets forth the computation of basic and diluted earnings (loss) per share for the periods indicated (in thousands, except per share data): Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 Numerator: Net income (loss) $ 3,338 $ (650 ) $ (6,774 ) $ (1,021 ) Denominator: Weighted average number of common shares outstanding 46,289 45,674 46,111 45,552 Effect of dilutive options and stock units 712 — — — Diluted weighted average number of common shares outstanding 47,001 45,674 46,111 45,552 Earnings (loss) per share: Basic earnings (loss) per share $ 0.07 $ (0.01 ) $ (0.15 ) $ (0.02 ) Diluted earnings (loss) per share $ 0.07 $ (0.01 ) $ (0.15 ) $ (0.02 ) |
Antidilutive Securities | The following table sets forth the number of stock options, RSUs and PSUs, as applicable, excluded from the computation of diluted earnings (loss) per share for the periods indicated below because their effect was anti-dilutive (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 Stock options 4,477 5,246 4,573 5,110 RSUs and PSUs 406 605 989 631 |
Restructuring and Impairment 30
Restructuring and Impairment Charges (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | |
Restructuring Reserve [Roll Forward] | |||||
Restructuring and impairment charges | $ 1,692 | $ 14,418 | $ 2,401 | $ 14,418 | |
Payments | (6,765) | ||||
Restructuring reserve at end of period | 14,525 | 14,525 | $ 18,889 | ||
Asset Impairment for Regulatory Action | |||||
Restructuring Reserve [Roll Forward] | |||||
Restructuring and impairment charges | 0 | 1,312 | 0 | 1,312 | |
Severance costs | |||||
Restructuring Reserve [Roll Forward] | |||||
Restructuring and impairment charges | 1,547 | 775 | 2,246 | ||
Payments | (2,107) | ||||
Restructuring reserve at end of period | 1,883 | 1,883 | 1,744 | ||
Service Agreements | |||||
Restructuring Reserve [Roll Forward] | |||||
Restructuring and impairment charges | (17) | 0 | (33) | 3,300 | |
Payments | (104) | ||||
Restructuring reserve at end of period | 3,087 | 3,087 | 3,224 | ||
Lease Agreements | |||||
Restructuring Reserve [Roll Forward] | |||||
Restructuring and impairment charges | 162 | $ 12,331 | 188 | 12,331 | |
Payments | (4,554) | ||||
Restructuring reserve at end of period | $ 9,555 | $ 9,555 | $ 13,921 | ||
Severance costs | |||||
Restructuring Reserve [Roll Forward] | |||||
Restructuring and impairment charges | 775 | ||||
Service Agreements | |||||
Restructuring Reserve [Roll Forward] | |||||
Restructuring and impairment charges | $ 0 |
Accounts Receivable (Details)
Accounts Receivable (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Receivables [Abstract] | ||
Accounts receivable | $ 45,330 | $ 34,205 |
Less allowance for doubtful accounts | (15,533) | (10,114) |
Accounts receivable, net | $ 29,797 | $ 24,091 |
Investments (Details)
Investments (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Available-for-sale Securities, Amortized Cost Basis | $ 78,727,000 | $ 78,727,000 | $ 66,000,000 | ||
Available-for-sale securities | 78,763,000 | 78,763,000 | 65,843,000 | ||
Unrealized gains (losses) on investments | 29,000 | $ (30,000) | 194,000 | $ 135,000 | |
Unrealized gains (losses) on investments, tax expense (benefit) | $ (77,000) | 0 | 61,000 | ||
Reclassification from Accumulated Other Comprehensive Income, Current Period, before Tax | 0 | $ 61,000 | |||
Available-for-sale Securities, Accumulated Gross Unrealized Gain, before Tax | 36,000 | 36,000 | 0 | ||
Available-for-sale Securities, Accumulated Gross Unrealized Loss, before Tax | 0 | 0 | (157,000) | ||
Investments | 80,329,000 | 80,329,000 | 67,157,000 | ||
Level 1 | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Investments | 1,566,000 | 1,566,000 | 1,314,000 | ||
Level 2 | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Investments | 78,763,000 | 78,763,000 | 65,843,000 | ||
Level 3 | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Investments | 0 | 0 | 0 | ||
Corporate Debt Securities, Current [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Available-for-sale Securities, Amortized Cost Basis | 33,727,000 | 33,727,000 | 18,113,000 | ||
Available-for-sale securities | 33,763,000 | 33,763,000 | 18,073,000 | ||
Available-for-sale Securities, Accumulated Gross Unrealized Gain, before Tax | 36,000 | 36,000 | 0 | ||
Available-for-sale Securities, Accumulated Gross Unrealized Loss, before Tax | 0 | 0 | (40,000) | ||
Mutual funds | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Available-for-sale securities | 1,566,000 | 1,566,000 | 1,314,000 | ||
Mutual funds | Level 1 | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Trading Securities | 1,600,000 | 1,600,000 | 1,300,000 | ||
Available-for-sale securities | 1,566,000 | 1,566,000 | 1,314,000 | ||
Mutual funds | Level 2 | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Available-for-sale securities | 0 | 0 | 0 | ||
Mutual funds | Level 3 | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Available-for-sale securities | 0 | 0 | 0 | ||
Corporate notes and bonds | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Available-for-sale securities | 33,763,000 | 33,763,000 | 40,843,000 | ||
Corporate notes and bonds | Level 1 | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Available-for-sale securities | 0 | 0 | 0 | ||
Corporate notes and bonds | Level 2 | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Available-for-sale securities | 33,763,000 | 33,763,000 | 40,843,000 | ||
Corporate notes and bonds | Level 3 | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Available-for-sale securities | 0 | 0 | 0 | ||
U.S. government and agency securities | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Available-for-sale Securities, Amortized Cost Basis | 20,000,000 | 20,000,000 | |||
Available-for-sale securities | 20,000,000 | 20,000,000 | |||
Available-for-sale Securities, Accumulated Gross Unrealized Gain, before Tax | 0 | 0 | |||
Available-for-sale Securities, Accumulated Gross Unrealized Loss, before Tax | 0 | 0 | |||
U.S. government and agency securities | Level 1 | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Available-for-sale securities | 0 | 0 | |||
U.S. government and agency securities | Level 2 | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Available-for-sale securities | 20,000,000 | 20,000,000 | |||
U.S. government and agency securities | Level 3 | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Available-for-sale securities | 0 | 0 | |||
Certificates of deposit | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Available-for-sale securities | 25,000,000 | 25,000,000 | 25,000,000 | ||
Certificates of deposit | Level 1 | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Available-for-sale securities | 0 | 0 | 0 | ||
Certificates of deposit | Level 2 | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Available-for-sale securities | 25,000,000 | 25,000,000 | 25,000,000 | ||
Certificates of deposit | Level 3 | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Available-for-sale securities | 0 | 0 | 0 | ||
Corporate Debt Securities, Noncurrent [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Available-for-sale Securities, Amortized Cost Basis | 22,887,000 | ||||
Available-for-sale securities | 22,770,000 | ||||
Available-for-sale Securities, Accumulated Gross Unrealized Gain, before Tax | 0 | ||||
Available-for-sale Securities, Accumulated Gross Unrealized Loss, before Tax | (117,000) | ||||
Certificates of Deposit, Non-current [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Available-for-sale Securities, Amortized Cost Basis | 25,000,000 | 25,000,000 | 25,000,000 | ||
Available-for-sale securities | 25,000,000 | 25,000,000 | 25,000,000 | ||
Available-for-sale Securities, Accumulated Gross Unrealized Gain, before Tax | 0 | 0 | 0 | ||
Available-for-sale Securities, Accumulated Gross Unrealized Loss, before Tax | $ 0 | $ 0 | $ 0 |
Accounts Receivable (Change in
Accounts Receivable (Change in Allowance) (Details) - Allowance for Doubtful Accounts, Current - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Movement in Valuation Allowances and Reserves [Roll Forward] | ||
Beginning Balance | $ (10,114) | $ (27,567) |
Charged to Expense | 15,868 | 15,418 |
Deductions1 | (10,449) | (16,216) |
Ending Balance | $ (15,533) | $ (26,769) |
Student Loans Receivable (Detai
Student Loans Receivable (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2016 | Dec. 31, 2015 | |
Financing Receivable, Allowance for Credit Losses [Line Items] | ||
Student loans receivable, short-term | $ 1,028 | $ 865 |
Less allowance for doubtful accounts, short-term | (73) | (90) |
Student loans receivable, net, short-term | 955 | 775 |
Student loans receivable, long-term | 7,518 | 8,257 |
Less allowance for doubtful accounts, long-term | (929) | (863) |
Student loans receivable, net, long-term | 6,589 | 7,394 |
Student Loans Receivable (Non-tuition Related) | ||
Financing Receivable, Allowance for Credit Losses [Line Items] | ||
Student loans receivable, short-term | 436 | 310 |
Student loans receivable, long-term | 2,749 | 3,314 |
Student Loans Receivable (Tuition Related) | ||
Financing Receivable, Allowance for Credit Losses [Line Items] | ||
Student loans receivable, short-term | 592 | 555 |
Student loans receivable, long-term | $ 4,769 | $ 4,943 |
Repayment Plan One [Member] | ||
Financing Receivable, Allowance for Credit Losses [Line Items] | ||
Loans Receivable, Interest Rate, Stated Percentage | 4.50% |
Student Loans Receivable (Chang
Student Loans Receivable (Change in Allowance) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2016 | Jun. 30, 2015 | |
Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Provision for Loan and Lease Losses | $ 200 | ||
Allowance for Notes Receivable | |||
Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Beginning Balance | $ (953) | $ (1,495) | |
Charged to Expense | 109 | (54) | |
Deductions1 | 60 | 0 | |
Ending Balance | $ (1,002) | $ (1,002) | $ (1,441) |
Student Loans Receivable (Delin
Student Loans Receivable (Delinquency Status) (Details) $ in Thousands | Jun. 30, 2016USD ($) |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |
Loans placed on non-accrual status | $ 800 |
Allowance for Notes Receivable | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |
120 days and less | 9,579 |
From 121 - 270 days | 788 |
Greater than 270 days | 963 |
Total gross student loans receivable | 11,330 |
Less: Amounts reserved or impaired | (1,766) |
Less: Discount on student loans receivable | (2,020) |
Total student loans receivable, net | $ 7,544 |
Other Significant Balance She37
Other Significant Balance Sheet Accounts (Prepaid Expenses and Other Current Assets) (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Prepaid Expense and Other Assets, Current [Abstract] | ||
Prepaid expenses | $ 6,844 | $ 7,005 |
Prepaid licenses | 5,592 | 5,221 |
Income Taxes Receivable, Current | 25,089 | 20,169 |
Prepaid insurance | 1,875 | 1,619 |
Interest receivable | 341 | 299 |
Insurance recoverable | 1,109 | 16,659 |
Other current assets | 583 | 1,220 |
Total prepaid expenses and other current assets | $ 41,433 | $ 52,192 |
Other Significant Balance She38
Other Significant Balance Sheet Accounts (Property and Equipment, Net) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | |
Property, Plant and Equipment [Line Items] | |||||
Depreciation | $ 2,000 | $ 3,800 | $ 4,400 | $ 7,700 | |
Amortization of Intangible Assets | 1,200 | $ 1,500 | 2,500 | $ 2,900 | |
Property and equipment, gross | 77,529 | 77,529 | $ 87,117 | ||
Less accumulated depreciation | (60,100) | (60,100) | (65,375) | ||
Total property and equipment, net | 17,429 | 17,429 | 21,742 | ||
Furniture and office equipment | |||||
Property, Plant and Equipment [Line Items] | |||||
Property and equipment, gross | 54,467 | 54,467 | 63,354 | ||
Software | |||||
Property, Plant and Equipment [Line Items] | |||||
Property and equipment, gross | 11,990 | 11,990 | 12,605 | ||
Leasehold improvements | |||||
Property, Plant and Equipment [Line Items] | |||||
Property and equipment, gross | 11,050 | 11,050 | 11,136 | ||
Vehicles | |||||
Property, Plant and Equipment [Line Items] | |||||
Property and equipment, gross | $ 22 | $ 22 | $ 22 |
Other Significant Balance She39
Other Significant Balance Sheet Accounts (Goodwill and Intangibles, Net) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | |
Goodwill and Intangibles, Net | |||||
Definite-lived intangible assets, gross carrying amount | $ 36,637 | $ 36,637 | $ 36,173 | ||
Definite-lived intangible assets, accumulated amortization | (19,958) | (19,958) | (17,475) | ||
Definite-lived intangible assets, net carrying amount | 16,679 | 16,679 | 18,698 | ||
Goodwill and indefinite-lived intangibles | 2,567 | 2,567 | 2,567 | ||
Total goodwill and intangibles, net | 19,246 | 19,246 | 21,265 | ||
Amortization of Intangible Assets | 1,200 | $ 1,500 | 2,500 | $ 2,900 | |
Future Amortization Expense | |||||
2,016 | 2,194 | 2,194 | |||
2,017 | 3,324 | 3,324 | |||
2,018 | 2,258 | 2,258 | |||
2,019 | 1,490 | 1,490 | |||
2,020 | 1,245 | 1,245 | |||
Thereafter | 6,168 | 6,168 | |||
Total future amortization expense | 16,679 | 16,679 | |||
Capitalized Curriculum Costs | |||||
Goodwill and Intangibles, Net | |||||
Definite-lived intangible assets, gross carrying amount | 20,787 | 20,787 | 20,323 | ||
Definite-lived intangible assets, accumulated amortization | (15,820) | (15,820) | (13,954) | ||
Definite-lived intangible assets, net carrying amount | 4,967 | 4,967 | 6,369 | ||
Purchased Intangible Assets | |||||
Goodwill and Intangibles, Net | |||||
Definite-lived intangible assets, gross carrying amount | 15,850 | 15,850 | 15,850 | ||
Definite-lived intangible assets, accumulated amortization | (4,138) | (4,138) | (3,521) | ||
Definite-lived intangible assets, net carrying amount | $ 11,712 | $ 11,712 | $ 12,329 |
Other Significant Balance She40
Other Significant Balance Sheet Accounts (Accrued Liabilities) (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Balance Sheet Related Disclosures [Abstract] | ||
Accounts Payable | $ 135 | $ 4,762 |
Accrued salaries and wages | 10,894 | 10,476 |
Accrued bonus | 3,577 | 4,295 |
Accrued vacation | 9,895 | 9,628 |
Accrued litigation and fees | 12,528 | 720 |
Accrued expenses | 23,091 | 17,243 |
Rent liability | 11,336 | 13,406 |
Accrued insurance liability | 3,187 | 18,666 |
Accounts Payable and Accrued Liabilities, Current | $ 74,643 | $ 79,196 |
Other Significant Balance She41
Other Significant Balance Sheet Accounts (Deferred Revenue) (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Deferred Revenue [Abstract] | ||
Deferred revenue | $ 29,948 | $ 23,311 |
Student deposits | 51,268 | 65,445 |
Total deferred revenue and student deposits | $ 81,216 | $ 88,756 |
Other Significant Balance She42
Other Significant Balance Sheet Accounts (Other Long-term Liabilities) (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Balance Sheet Related Disclosures [Abstract] | ||
Uncertain tax positions | $ 7,860 | $ 7,870 |
Legal settlements | 100 | 178 |
Restructuring Reserve, Noncurrent | 1,636 | 0 |
Other long-term liabilities | 5,205 | 6,998 |
Total other long-term liabilities | $ 14,801 | $ 15,046 |
Credit Facilities (Details)
Credit Facilities (Details) $ in Millions | Jun. 30, 2016USD ($) |
Line of Credit Facility [Line Items] | |
Revolving line of credit, letters of credit outstanding | $ 6.7 |
Surety Bond Facility [Abstract] | |
Surety bond facility, available amount | 12 |
Surety bond facility, issued amount | $ 3.4 |
Lease Obligations (Details)
Lease Obligations (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Lease Obligations [Abstract] | ||
Operating Leases, Rent Expense, Net | $ 11,600 | $ 27,300 |
2,016 | 18,341 | |
2,017 | 36,208 | |
2,018 | 31,445 | |
2,019 | 20,876 | |
2,020 | 9,546 | |
Thereafter | 7,148 | |
Total minimum payments | $ 123,564 |
Earnings (Loss) Per Share (Basi
Earnings (Loss) Per Share (Basic and Diluted Earnings Per Share) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Numerator: | ||||
Net income (loss) | $ 3,338 | $ (650) | $ (6,774) | $ (1,021) |
Denominator: | ||||
Weighted average number of common shares outstanding (in shares) | 46,289 | 45,674 | 46,111 | 45,552 |
Effect of dilutive options and restricted stock units (in shares) | 712 | 0 | 0 | 0 |
Diluted weighted average number of common shares outstanding (in shares) | 47,001 | 45,674 | 46,111 | 45,552 |
Earnings (loss) per share: | ||||
Basic (in usd per share) | $ 0.07 | $ (0.01) | $ (0.15) | $ (0.02) |
Diluted (in usd per share) | $ 0.07 | $ (0.01) | $ (0.15) | $ (0.02) |
Earnings (Loss) Per Share (Anti
Earnings (Loss) Per Share (Anti-dilutive Securities) (Details) - shares shares in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Stock options | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of dilutive common shares outstanding | 4,477 | 5,246 | 4,573 | 5,110 |
RSUs and PSUs | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of dilutive common shares outstanding | 406 | 605 | 989 | 631 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | $ 2 | $ 3.4 | $ 4.3 | $ 5.6 |
Income tax benefit of stock-based compensation expense | 0.7 | $ 1.3 | 1.6 | $ 2.1 |
Unrecognized compensation cost related to unvested options and RSUs | $ 12.5 | $ 12.5 | ||
Restricted Stock Units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Non-option equity instruments granted during the period | 448,360 | 914,170 | ||
Grant date fair value | $ 10.52 | $ 9.44 | ||
Equity instruments other than options vested during period | 439,407 | 325,767 | ||
Performance Shares | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Non-option equity instruments granted during the period | 455,765 | |||
Grant date fair value | $ 9.86 | |||
Equity instruments other than options vested during period | 0 | 0 | ||
Market-Based PSUs | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Non-option equity instruments granted during the period | 229,017 | |||
Grant date fair value | $ 4.04 | |||
Stock options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Non-option equity instruments granted during the period | 358,040 | 454,401 | ||
Grant date fair value | $ 4.99 | $ 4.57 | ||
Stock options exercised | 177,678 | 108,759 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2016 | Dec. 31, 2015 | |
Valuation Allowance [Line Items] | |||
Estimated annual effective tax rate | 22.50% | ||
Effective tax rate | 41.60% | ||
Unrecognized Tax Benefits | $ 20.6 | $ 20.6 | $ 20.6 |
Gross unrecognized tax benefits that would impact effective tax rate if recognized | 13.4 | 13.4 | 13.4 |
Income tax examination refund | 12.6 | ||
Accrued interest and penalties related to uncertain tax positions | 2.3 | $ 2.3 | $ 2 |
Deferred Tax Asset [Member] | |||
Valuation Allowance [Line Items] | |||
Discrete tax benefit | $ 6.1 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) $ in Millions | Jun. 30, 2016 | Dec. 31, 2013 |
IOWA | ||
Loss Contingencies [Line Items] | ||
Estimated litigation liability | $ 0.6 | $ 9 |
CALIFORNIA | ||
Loss Contingencies [Line Items] | ||
Estimated litigation liability | 16.2 | |
Insurance Settlement [Member] | ||
Loss Contingencies [Line Items] | ||
Estimated litigation liability | 15.5 | |
Minimum [Member] | CALIFORNIA | ||
Loss Contingencies [Line Items] | ||
Loss Contingency, Range of Possible Loss, Minimum | 16.2 | |
Maximum [Member] | CALIFORNIA | ||
Loss Contingencies [Line Items] | ||
Loss Contingency, Range of Possible Loss, Minimum | $ 30 |