Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Feb. 17, 2021 | Jun. 30, 2020 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2020 | ||
Entity Central Index Key | 0001305323 | ||
Document Fiscal Year Focus | 2020 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Document Transition Report | false | ||
Entity File Number | 001-34272 | ||
Entity Registrant Name | ZOVIO INC | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 59-3551629 | ||
Entity Address, Address Line One | 1811 E. Northrop Blvd, | ||
Entity Address, City or Town | Chandler | ||
Entity Address, State or Province | AZ | ||
Entity Address, Postal Zip Code | 85286 | ||
City Area Code | 858 | ||
Local Phone Number | 668-2586 | ||
Title of 12(b) Security | Common Stock $0.01 par value | ||
Trading Symbol | ZVO | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Entity Shell Company | false | ||
Entity Public Float | $ 46.8 | ||
Entity Common Stock, Shares Outstanding | 32,750,560 |
Nature of Business
Nature of Business | Aug. 03, 2020 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Business | Nature of Business Zovio Inc (the “Company”), formerly known as Bridgepoint Education, Inc., is a Delaware corporation, and is an education technology services company that partners with higher education institutions and employers to deliver innovative, personalized solutions to help learners and leaders achieve their aspirations. One of its previously-owned subsidiaries, Ashford University® (“Ashford” or the “University”), is a regionally accredited academic institution, which delivers programs online. On December 1, 2020, the Company and AU LLC finalized a definitive Asset Purchase and Sale Agreement (the “Purchase Agreement”), by and among the Company, AU LLC, the Arizona Board of Regents, a body corporate, for and on behalf of the University of Arizona (the “University of Arizona”), and the University of Arizona Global Campus, a newly formed Arizona nonprofit corporation (“Global Campus”). Upon the closing of the Purchase Agreement (the “Sale Transaction”), the Company and Ashford transferred to Global Campus the tangible and intangible academic and related operations and assets comprising the University to Global Campus for consideration of $1.00. The resulting loss on transaction is recorded in the consolidated statements of income (loss). For additional information on the loss calculation, see Note 2, “Summary of Significant Accounting Policies - Loss on Transaction” below. Following the closing of the transaction of the Purchase Agreement (the “Sale Transaction”), Global Campus owns and operates the University in affiliation with the University of Arizona and with a focus on expanding access to education for non-traditional adult learners, and the Company will provide services to Global Campus under a long-term Strategic Services Agreement (the “Services Agreement”). The services that the Company provides to Global Campus under that Services Agreement include recruiting, admissions, marketing, student finance, financial aid processing, and financial aid advising, program advising, student retention advising, support services for academics, information technology and institutional support. On April 1, 2019, the Company acquired Fullstack Academy, Inc, (“Fullstack”) and on April 3, 2019, the Company acquired TutorMe.com, Inc. (“TutorMe”), which became wholly-owned subsidiaries of the Company. The operating results of Fullstack and TutorMe subsequent to the acquisition dates have been included in the Company’s consolidated results of operations. |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 35,462 | $ 69,280 |
Restricted Cash and Cash Equivalents, Current | 20,035 | 23,257 |
Investments | 1,515 | 2,502 |
Accounts Receivable, after Allowance for Credit Loss, Current | 7,204 | 34,951 |
Prepaid expenses and other current assets | 12,617 | 20,524 |
Total current assets | 76,833 | 150,514 |
Property and equipment, net | 30,575 | 34,294 |
Operating lease assets | 20,114 | 18,615 |
Goodwill and intangibles, net | 31,785 | 44,419 |
Other long-term assets | 1,999 | 2,296 |
Total assets | 161,306 | 250,138 |
Current liabilities: | ||
Accounts Payable and Accrued Liabilities, Current | 62,693 | 68,160 |
Contract with Customer, Liability, Current | 8,090 | 55,284 |
Total current liabilities | 70,783 | 123,444 |
Accrued Rent, Noncurrent | 24,125 | 22,409 |
Other Liabilities, Noncurrent | 7,181 | 5,347 |
Total liabilities | 102,089 | 151,200 |
Commitments and contingencies | ||
Preferred stock, $0.01 par value: | ||
20,000 shares authorized; zero shares issued and outstanding at December 31, 2020 and 2019 | 0 | 0 |
Common stock, $0.01 par value: | ||
300,000 shares authorized; 66,454 and 65,695 issued, and 32,267 and 30,327 outstanding, at December 31, 2020 and 2019, respectively | 668 | 660 |
Additional paid-in capital | 179,489 | 192,413 |
Retained Earnings (Accumulated Deficit) | 326,319 | 375,180 |
Treasury stock, 34,187 and 35,368 shares at cost at December 31, 2020 and 2019, respectively | (447,259) | (469,315) |
Total stockholders' equity | 59,217 | 98,938 |
Total liabilities and stockholders' equity | $ 161,306 | $ 250,138 |
Consolidated Balance Sheets Par
Consolidated Balance Sheets Parenthetical - $ / shares | Dec. 31, 2020 | Dec. 31, 2019 |
Stockholders' equity: | ||
Preferred stock, par value per share | $ 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 per share | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 300,000,000 | 300,000,000 |
Common stock, shares issued | 66,454,000 | 65,695,000 |
Common stock, shares outstanding | 32,267,000 | 30,327,000 |
Treasury stock, shares at cost | 34,187,000 | 35,368,000 |
Consolidated Statements of Inco
Consolidated Statements of Income (Loss) - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Statement [Abstract] | ||
Revenues | $ 397,121 | $ 417,795 |
Costs and expenses(1): | ||
TechnologyAndAcademicServices | 74,412 | 73,342 |
Counseling services and support | 96,996 | 110,256 |
Marketing Expense | 91,620 | 96,001 |
General and administrative | 47,352 | 56,840 |
Disposal Group, Including Discontinued Operation, Other Expense | 89,001 | 116,488 |
Restructuring Costs and Asset Impairment Charges | 4,843 | 21,465 |
Loss on transaction | 54,797 | 0 |
Total costs and expenses | 459,021 | 474,392 |
Operating loss | (61,900) | (56,597) |
Other income (loss), net | (120) | 1,015 |
Loss before income taxes | (62,020) | (55,582) |
Income tax benefit | (13,068) | (770) |
Net loss | $ (48,952) | $ (54,812) |
Loss per share: | ||
Basic (in USD per share) | $ (1.53) | $ (1.86) |
Diluted (in USD per share) | $ (1.53) | $ (1.86) |
Weighted average number of common shares outstanding used in computing loss per share: | ||
Basic (in shares) | 31,959 | 29,492 |
Diluted (in shares) | 31,959 | 29,492 |
Revenues | $ 397,121 | $ 417,795 |
Transition Service Agreement | ||
Income Statement [Abstract] | ||
Revenues | 984 | 0 |
Revenues | 984 | 0 |
University-related revenue [Member] | ||
Income Statement [Abstract] | ||
Revenues | 356,084 | 407,340 |
Revenues | 356,084 | 407,340 |
Revenue, Product and Service Benchmark [Member] | ||
Income Statement [Abstract] | ||
Revenues | 40,053 | 10,455 |
Revenues | $ 40,053 | $ 10,455 |
Consolidated Statement of Stock
Consolidated Statement of Stockholders' Equity - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Retained Earnings | Treasury Stock |
Balance, shares at Dec. 31, 2018 | 65,289 | ||||
Balance at Dec. 31, 2018 | $ 127,614 | $ 653 | $ 205,157 | $ 429,992 | $ (508,188) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Stock-based compensation | 12,340 | 12,340 | |||
Exercise of stock options, shares, net | 6 | ||||
Exercise of stock options | 60 | $ 1 | 59 | ||
Stock issued under employee stock purchase plan, shares | 78 | ||||
Stock issued under employee stock purchase plan | 192 | $ 1 | 191 | ||
Stock issued under restricted stock plan, shares | 322 | ||||
Stock issued under stock incentive plan, net of shares held for taxes | (819) | $ 2 | (821) | ||
Net Income (Loss) Attributable to Parent | (54,812) | (54,812) | |||
Stock Issued During Period, Value, Acquisitions | 14,363 | $ 3 | (24,513) | 38,873 | |
Balance, shares at Dec. 31, 2019 | 65,695 | ||||
Balance at Dec. 31, 2019 | 98,938 | $ 660 | 192,413 | 375,180 | (469,315) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Stock-based compensation | 8,291 | 8,291 | |||
Exercise of stock options, shares, net | 22 | ||||
Exercise of stock options | 8 | $ 1 | 7 | ||
Stock issued under employee stock purchase plan, shares | 89 | ||||
Stock issued under employee stock purchase plan | 209 | $ 1 | 208 | ||
Stock issued under restricted stock plan, shares | 648 | ||||
Stock issued under stock incentive plan, net of shares held for taxes | (507) | $ 6 | (513) | ||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | 1,245 | 1,245 | |||
Repurchase of common stock | 106 | 106 | |||
Net Income (Loss) Attributable to Parent | (48,952) | (48,952) | |||
Stock Issued During Period, Value, Acquisitions | 0 | $ 0 | (22,162) | 22,162 | |
Balance, shares at Dec. 31, 2020 | 66,454 | ||||
Balance at Dec. 31, 2020 | $ 59,217 | $ 668 | $ 179,489 | $ 326,319 | $ (447,259) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Cash flows from operating activities | ||
Net Income (Loss) Attributable to Parent | $ (48,952) | $ (54,812) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Accounts Receivable, Credit Loss Expense (Reversal) | 14,256 | 16,252 |
Depreciation and amortization | 11,403 | 10,229 |
Deferred income taxes | 119 | (36) |
Stock-based compensation | 8,291 | 12,340 |
Noncash lease expense | 10,644 | 19,261 |
Net loss (gain) on marketable securities | (111) | (308) |
Reassessment of lease charges | 0 | 558 |
Loss on disposal or impairment | 38 | 878 |
Loss on transaction | 51,952 | 0 |
Changes in operating assets and liabilities: | ||
Increase (Decrease) in Accounts Receivable | (17,666) | (18,537) |
Prepaid expenses and other current assets | 10,339 | 3,874 |
Other long-term assets | 1,241 | 7 |
Accounts payable and accrued liabilities | (4,978) | 1,939 |
Deferred revenue and student deposits | 1,706 | (11,099) |
Increase (Decrease) in Operating Lease, Liabilities | (10,751) | (22,967) |
Other liabilities | 277 | (3,651) |
Net cash provided by (used in) operating activities | 25,326 | (46,086) |
Cash flows from investing activities | ||
Capital expenditures | (3,153) | (31,029) |
Purchases of investments | (720) | (126) |
Payments to Acquire Projects | 62,325 | 0 |
Capitalized costs for intangible assets | (272) | (750) |
Payments to Acquire Businesses, Net of Cash Acquired | 0 | 19,489 |
Sales of investments | 1,818 | 0 |
Net cash used in investing activities | (64,652) | (51,394) |
Cash flows from financing activities | ||
Proceeds from exercise of stock options | 8 | 60 |
Proceeds from the issuance of stock under employee stock purchase plan | 209 | 192 |
Proceeds from Notes Payable | 2,682 | 0 |
Tax withholding on issuance of stock awards | (507) | (819) |
Repurchase of common stock | 106 | 0 |
Net cash provided by (used in) financing activities | 2,286 | (567) |
Net decrease in cash, cash equivalents and restricted cash | (37,040) | (98,047) |
Cash, cash equivalents and restricted cash at beginning of period | 92,537 | 190,584 |
Cash, cash equivalents and restricted cash at end of period | 55,497 | 92,537 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 112 | 106 |
Cash received for income taxes, net | (12,907) | (1,468) |
Supplemental disclosure of non-cash transactions: | ||
Purchase of equipment included in accounts payable and accrued liabilities | 68 | 721 |
Issuance of common stock for vested restricted stock units | 1,687 | 2,679 |
Consideration for acquisition in accounts payable and accrued liabilities | 0 | 441 |
Issuance of common stock for acquisitions | $ 0 | $ 14,363 |
Revenue Recognition Statement
Revenue Recognition Statement - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Revenue Recognition and Deferred Revenue [Abstract] | ||
Revenue Recognition | Revenue, Other Revenue and Deferred Revenue The following table presents the Company’s net revenue disaggregated based on the revenue source (in thousands): Year Ended December 31, 2020 2019 Tuition revenue, net $ 344,804 $ 379,896 Digital materials revenue, net 21,258 24,211 Technology fee revenue, net 9,424 11,772 Miscellaneous other (1) 1,770 1,916 Strategic services revenue 18,881 — Transition services income 984 — Revenue and other revenue $ 397,121 $ 417,795 (1) Primarily consists of revenues generated from graduation fees, transcript fees, and other miscellaneous services. The following table presents the Company’s net revenue disaggregated based on the timing of revenue recognition (in thousands): Year Ended December 31, 2020 2019 Over time, over period of service $ 326,302 $ 342,918 Over time, full tuition grant (1) 50,769 51,868 Point in time (2) 20,050 23,009 Revenue and other revenue $ 397,121 $ 417,795 (1) Represents revenue generated from the corporate FTG program. (2) Represents revenue generated from digital textbooks and other miscellaneous fees. The Company operates under two reportable segments and has no foreign operations or assets located outside of the United States. For additional information on segmentation, see Note 23, “Segment Information.” Deferred Revenue Deferred revenue and student deposits consists of the following (in thousands): As of December 31, 2020 2019 Deferred revenue $ 7,477 $ 23,356 Student deposits 613 31,928 Total deferred revenue and student deposits $ 8,090 $ 55,284 The decrease above is due to the Sale Transaction that occurred on December 1, 2020. For additional information on the Sale Transaction, see Note 1, “Nature of Business” above. Deferred revenue consists of cash payments that are received or due in advance of the Company’s performance as well as deferrals associated with certain contracts that include a material right. Below are the opening and closing balances of deferred revenue from the Company’s contracts with customers (in thousands): 2020 2019 Opening balance, January 1 $ 23,356 $ 21,768 Closing balance, December 31 7,477 23,356 Increase (Decrease) $ (15,879) $ 1,588 For further information on receivables, refer to Note 8, “Accounts Receivable, Net” within the consolidated financial statements. For the majority of the Company’s customers, payment for products and services is due at the beginning of each course. Billing of products and services transferred under a FTG student contract generally occurs after the conclusion of a course. Under special circumstances, some customers may be offered non-interest bearing payment plan arrangements that can extend for up to a maximum of three years. These payment plan arrangements give rise to a significant financing component. However, since the Company historically collects substantially all of the consideration to which it expects to be entitled under such payment plans within one year or less, the impact of the significant financing component in these transactions is not material to any period presented. The difference between the opening and closing balances of deferred revenue primarily results from the timing difference between the Company’s performance and the customer’s payment. For the year ended December 31, 2020, the Company recognized $19.2 million of revenue that was included in the deferred revenue balance as of January 1, 2020. There was also $15.8 million of deferred revenue disposed of during the Sale Transaction. For the year ended December 31, 2019, the Company recognized $21.9 million of revenue that was included in the deferred revenue balance as of January 1, 2019. Amounts reported in the closing balance of deferred revenue are expected to be recognized as revenue within the next 12 months. | |
Deferred revenue, revenue recognized | $ 19.2 | $ 21.9 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. Intercompany transactions have been eliminated in consolidation. Use of Estimates The preparation of the consolidated financial statements in conformity with generally accepted accounting principles in the United States (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts in the consolidated financial statements. Actual results could differ from those estimates. Comprehensive Income (Loss) The Company has no components of other comprehensive income (loss), and therefore, comprehensive loss equals net loss. Cash Equivalents and Restricted Cash Cash and cash equivalents is comprised of cash and other short-term highly liquid investments that are readily convertible into known amounts of cash. The Company considers all highly liquid investments with maturities of three months or less at the time of purchase to be cash equivalents. The Company’s restricted cash is primarily held in money market accounts, and is excluded from cash and cash equivalents on the Company’s consolidated balance sheets. Restricted cash represents amounts held as collateral for letters of credit. Additionally, as of December 31, 2019, a portion of the restricted cash represents funds held for students from Title IV financial aid programs that result in credit balances on a student’s account or funds held for students to be refunded. The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the consolidated balance sheets that sum to the total of the same such amounts shown in the statement of cash flows. As of December 31, 2020 2019 Cash and cash equivalents $ 35,462 $ 69,280 Restricted cash, current 20,035 23,257 Total cash, cash equivalents and restricted cash $ 55,497 $ 92,537 Investments The Company has historically held investments that consisted of mutual funds, corporate notes and bonds, and certificates of deposit. As of December 31, 2020, the Company held investments solely in mutual funds. The Company’s investments are denominated in U.S. dollars, are investment grade and are readily marketable. The Company considers as current assets those investments which will mature or are likely to be sold in less than one year. The Company classifies its investments as either trading, available-for-sale or held-to-maturity. Trading securities are those bought and held principally to sell in the short-term, with gains or losses from changes in fair value flowing through current earnings. Available-for-sale securities are carried at fair value as determined by quoted market prices, with unrealized gains and losses, net of tax, reported as a separate component of comprehensive income (loss) and stockholders’ equity. Held-to-maturity securities would be carried at amortized cost. Amortization of premiums, accretion of discounts, interest, and realized gains and losses are included in other income (loss), net in the consolidated statements of income (loss). The Company regularly monitors and evaluates the realizable value of its investments. If events and circumstances indicate that a decline in the value of these assets has occurred and is other-than-temporary, the Company would record a charge to other income (loss), net in the consolidated statements of income (loss). Deferred Compensation The Company has a deferred compensation plan, into which eligible participants can defer a maximum of 80% of their regular compensation and a maximum of 100% of their incentive compensation. The amounts deferred by the participant under this plan are credited with earnings or losses based upon changes in values of participant elected notional investments. Each participant is fully vested in the participant amounts deferred. The Company may make contributions that will generally vest according to a four-year vesting schedule. After four years of service, participants become fully vested in the employer contributions upon reaching normal retirement age, death, disability or a change in control. The Company’s obligations under the deferred compensation plan totaled $1.4 million and $1.8 million as of December 31, 2020 and 2019, respectively, and are included in other long-term liabilities in the consolidated balance sheets. The Company’s assets relating to the deferred compensation plan totaled $1.5 million and $2.5 million as of December 31, 2020 and 2019, respectively, and are included in investments in the consolidated balance sheets. Fair Value Measurements The Company uses the three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers include: (i) Level 1, defined as observable inputs such as quoted prices in active markets; (ii) Level 2, defined as inputs other than quoted prices in active markets that are either observable directly or indirectly, through market corroboration, for substantially the full term of the financial instrument; and (iii) Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions. Accounts Receivable and Allowance for Credit Losses As of December 31, 2020, accounts receivable represents the amount management expects to collect under each customer contract and is primarily related to the Company’s subsidiaries, Fullstack and TutorMe. Prior to December 1, 2020, accounts receivable primarily represented the Company’s unconditional right to consideration arising from the transfer of tuition, digital materials, and technology and other fees under contracts with customers. Students generally fund their education costs through grants and/or loans under various Title IV programs, tuition assistance from military and corporate employers, and/or personal funds. With the exception of students enrolled under the Full Tuition Grant (“FTG”) program, payments were due on the respective course start date and are generally considered delinquent 120 days after that date. The Company calculated separate historical loss rates for receivables under the FTG program and receivables from all other customers, on the basis of the different risk profiles and historical loss-rate experience with each type of customer. The Company adjusts its accounts receivable for an allowance for credit losses at each reporting period, as deemed necessary. The Company determines its allowance for credit losses using a loss-rate method combined with an aging schedule approach, which is appropriate given the short-term nature of a substantial majority of the Company’s receivables and as collections vary significantly based upon a receivable’s aging bucket. The Company calculates historical loss rates for receivables on the basis of the different risk profiles and historical loss-rate experience with each type of customer. Additionally, the Company monitors macroeconomic activity as well as other current conditions and their potential impact on collections to ensure the historical experience remains in line with current conditions and future short-term expectations. The allowance for credit losses is recorded within technology and academic services in the consolidated statements of income (loss). The Company writes off accounts receivable when the student account is deemed uncollectible, which typically occurs when the Company has exhausted all collection efforts. Property and Equipment Property and equipment are recognized at cost less accumulated depreciation. Depreciation is computed using the straight-line method based on estimated useful lives of the related assets as follows: Furniture and office equipment 3 - 7 years Software 3 - 5 years Vehicles 5 years Leasehold improvements are amortized using the straight-line method over the shorter of the lease term or the estimated useful lives of the assets. Upon the retirement or disposition of property and equipment, the related cost and accumulated depreciation is removed and a gain or loss is recorded within the general and administrative expense in the consolidated statements of income (loss). Repairs and maintenance costs are expensed in the period incurred. Leases In accordance with Accounting Standard Update (“ASU”) 2016-02, Leases (ASC 842) (“ASC 842”), leases are evaluated and classified as either operating or finance leases. The Company does not have any finance leases. The Company’s operating leases are included in operating lease assets, accounts payable and accrued liabilities, and rent liability on the consolidated balance sheets. Operating lease assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. As most of the Company’s leases do not provide an implicit rate, the Company uses its estimated incremental borrowing rate based on information available at the date of adoption or lease commencement or modification date, as applicable, in calculating the present value of its lease payments. The incremental borrowing rate is determined using the U.S. Treasury rate adjusted to account for the Company’s credit rating and the collateralized nature of operating leases. The operating lease asset also includes any lease payments made and excludes lease incentives and initial direct costs incurred. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for minimum lease payments is recognized on a straight-line method over the term of the lease. Impairment of Long-Lived Assets The Company assesses potential impairment to its long-lived assets under ASC 360, Property and Equipment. The Company makes this assessment when there is evidence that events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. An impairment loss is recorded if the carrying amount of the long-lived asset is not recoverable. The carrying amount of a long-lived asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. Any required impairment loss is measured as the amount by which the carrying amount of a long-lived asset exceeds fair value and is recorded as a reduction in the carrying value of the related asset and an expense to operating results. The Company’s qualitative assessment indicated that no impairment in the Company’s long-lived assets is deemed necessary as of December 31, 2020. Goodwill and Indefinite-Lived Intangible Assets The Company tests goodwill and indefinite-lived intangible assets for impairment, testing annually in the third quarter of each fiscal year, or more frequently if events and circumstances warrant. Under ASC 350, Intangibles - Goodwill and Other, to evaluate the impairment of goodwill, the Company first assesses qualitative factors, such as deterioration in general economic conditions or negative company financial performance, to determine whether it is more-likely-than-not that the fair value of a reporting unit is less than its carrying amount. To evaluate the impairment of the indefinite-lived intangible assets, the Company assesses the fair value of the assets to determine whether they were greater or less than the carrying values. Determining the fair value of indefinite-lived intangible assets is judgmental in nature and involves the use of significant estimates and assumptions. These estimates and assumptions are inherently uncertain and may include such items as growth rates used to calculate projected future cash flows, risk-adjusted discount rates, future economic and market conditions, and a determination of appropriate market comparables. The Company has three distinct reporting units including (i) Zovio, (ii) Fullstack and (iii) TutorMe. During the third quarter of 2020, the Company’s qualitative assessment of goodwill and indefinite-lived intangible assets noted no impairment indicators in any of the reporting units. Additionally, during the third quarter of 2020, our quantitative assessment of goodwill and indefinite-lived intangible assets noted no impairment indicators in the Fullstack reporting unit, and noted a material amount of fair value in excess of the carrying amount at that time. The Company’s assessment of goodwill and indefinite-lived intangible assets during the fourth quarter of fiscal 2020 resulted in no impairment of its indefinite-lived intangibles. The Company also has definite-lived intangible assets, which primarily consist of purchased intangibles and capitalized curriculum development costs. The definite-lived intangible assets are recognized at cost less accumulated amortization. Amortization is computed using the straight-line method based on estimated useful lives of the related assets. Notes Payable The fair value of the Company’s outstanding notes payable is estimated using the net present value of the payments, discounted at an interest rate that is consistent with market interest rates. The Company entered into a contract whereby its counterparty advanced funds to the Company for certain program development costs, which the Company is obligated to repay out of future revenues from the developed program. The Company recognized these advances as a debt obligation, and expects to begin repayments from future program revenues four years from the contract start date. Revenue, Other Revenue and Deferred Revenue Revenues are recognized when control of the promised goods or services are transferred, in an amount that reflects the consideration the Company expects to be entitled in exchange for those goods or services. Determining whether a valid customer contract exists includes an assessment of whether amounts due under the contract are collectible. The Company performs this assessment at the beginning of every contract and subsequently thereafter if new information indicates there has been a significant change in facts and circumstances. On December 1, 2020, the Company entered into the Services Agreement with Global Campus whereby the Company will provide certain educational technology and support services, which has an initial term of fifteen years, subject to renewal options and certain early termination provisions. The amounts earned from the Services Agreement are within the scope of ASC 606, Revenue from Contracts with Customers (“ASC 606”), are denoted as revenue on the consolidated statements of income (loss). On December 1, 2020, the Company also entered into a transition services agreement with Global Campus whereby the Company will provide certain temporary transition services (the “Transition Services Agreement”), which has a term of three years. The amounts earned from the Transition Services Agreement are denoted as other revenue on the consolidated statements of income (loss). The Services Agreement has a single performance obligation, as the promises to provide the identified services are not distinct within the context of these agreements. The single performance obligation constitutes a series of distinct services as the customer benefits as services are provided. Service revenue is recognized over time using the input method cost. The input method provides a faithful depiction of the performance toward complete satisfaction of the performance obligation and can be tied to the direct cost incurred. The service fees received over the term of the agreement are variable in nature in that they are dependent upon the number of students attending the university and revenues generated from those students during the service period. The service fees are subject to certain adjustments, including performance-based adjustments, minimum profit level adjustments, and excess direct cost adjustments. These adjustments are all variable in nature in that they depend upon the Company’s performance during each service period. The Company allocates variable consideration to the distinct increments of service to which it relates, as the variability is directly related to the Company’s effort to satisfy the distinct increments of service provided. This is consistent with the allocation objective in ASC 606. The Company meets the criteria in the standard and exercises the practical expedient to not disclose the aggregate amount of the transaction price allocated to the single performance obligation that is unsatisfied as of the end of the reporting period. The Company does not disclose the value of unsatisfied performance obligations because the variable consideration is allocated entirely to a wholly unsatisfied promise to transfer a service that forms part of a single performance obligation. Prior to December 1, 2020, the majority of the amounts earned by the Company were from tuition, technology fees, and digital materials related to students whose primary funding source is governmental funding. The amounts earned from these streams are denoted as university-related revenue on the consolidated statements of income (loss). Tuition represents amounts charged for course instruction, and technology fees represent amounts charged for the students’ use of the technology platform on which course instruction is delivered. Digital materials fees represent amounts charged for the digital textbooks that accompany the majority of courses taught at the Company’s institution. The majority of tuition and technology fees are recognized as revenue as control of the services is transferred to the student, which occurs over the applicable period of instruction. Similarly, the majority of digital materials fees are recognized as revenue when control of the product has been transferred to the student, which occurs when the student is granted unrestricted access to the digital textbook, generally, on the first day of the course. Revenue generated from students within the conditional admission period is deferred and recognized when the student matriculates into the institution, which occurs in the fourth week of the course. The Company’s contracts with students generally include multiple performance obligations, which it identifies by assessing whether each good and service promised in the contract is distinct. For each distinct performance obligation, the Company allocates the transaction price, including fixed and variable consideration, on the basis of the relative standalone selling prices of each good and service in the contract, which is determined using observable prices. The Company’s institutions’ online students generally enroll in a program that encompasses a series of five to six-week courses that are taken consecutively over the length of the program. With the exception of those students under conditional admission and students enrolled under the Corporate Full Tuition Grant (“FTG”) program, online students are billed on a payment period basis on the first day of a course. Students under conditional admission are billed for the payment period upon matriculation. If a student’s attendance in a class precedes the receipt of cash from the student’s source of funding, the Company establishes an account receivable and corresponding deferred revenue in the amount of the tuition due for that payment period. Cash received either directly from the student or from the student’s source of funding reduces the balance of accounts receivable due from the student. Financial aid from sources such as the federal government’s Title IV programs pertains to the online student’s award year and is generally divided into two disbursement periods. As such, each disbursement period may contain funding for up to four courses. Financial aid disbursements are typically received during the online student’s attendance in the first or second course. Since the majority of disbursements cover more courses than for which a student is currently enrolled, the amount received in excess effectively represents a prepayment from the online student for up to four courses. At the end of each accounting period, the deferred revenue and related account receivable balances are reduced to present amounts attributable to the current course. In certain cases, the University provided scholarships to students who qualify under various programs. These scholarships are recognized as direct reductions of revenue consistent with the timing of recognition associated with the related performance obligations. Also, for some customers, the Company does not expect to collect 100% of the consideration to which it is contractually entitled and, as a result, those customers may receive discounts or price adjustments that, based on historical Company practice, represent implied price concessions and are accounted for as variable consideration. The majority of these price concessions relate to amounts charged to students for goods and services, which management has determined will not be covered by the student’s primary funding source (generally, government aid) and, as a result, the student will become directly financially responsible for them. The reduction in the transaction price that results from this estimate of variable consideration reflects the amount the Company does not expect to be entitled to in exchange for the goods and services it will transfer to the students, as determined using historical experience and current factors, and includes performing a constraint analysis. These estimates of variable consideration are recorded as direct reductions of revenue consistent with the timing of recognition associated with the related performance obligation. A portion of university-related revenue is generated from contracts with students enrolled under the corporate FTG program, which is a 12-month grant that, when combined with a corporate partner’s annual tuition assistance program, enables eligible students to earn their degree without incurring student loan debt. Students enrolled under this program are eligible to take up to ten undergraduate or eight graduate courses per 12-month grant period and must first utilize 100% of the funds awarded under their employer’s annual tuition assistance program before they can be awarded the FTG. The Company uses certain key assumptions to calculate revenue under the FTG program including the average number of courses students are expected to take over the 12-month grant period, the average number of replacement courses students will receive for failed courses, and the estimate for revenues other than tuition and technology fees. The grants awarded under the FTG program are considered a material right, and, as such, the Company records a deferred revenue for a portion of the consideration received under these contracts. The standalone selling price of the material right is determined based on the observable standalone selling price of the courses. The transaction price in each FTG contract is allocated to all courses in the 12-month grant period on a relative standalone selling price basis. The deferred revenue is recognized as University-related revenue at the earlier of satisfaction of the future obligation, when the student drops from the university, or contract termination. There are no material differences between the timing of the products and services transferred and the payment terms. Deferred revenue consists of cash payments that are received or due in advance of performance as well as deferrals associated with certain contracts that include a material right. For the majority of the Company’s customers, payment for products and services is due at the beginning of each course. Billing of products and services transferred under a FTG student contract generally occurs after the conclusion of a course. Under special circumstances, some customers may be offered non-interest bearing payment plan arrangements that can extend for up to a maximum of three years. These payment plan arrangements give rise to significant financing components. However, since the Company historically collects substantially all the consideration to which it expects to be entitled under such payment plans within one year or less, the impact of these significant financing components is not material to any period presented. Workers' Compensation The Company records a gross liability for estimated workers’ compensation claims, incurred but not yet reported, as of each balance sheet date. The Company also records the gross insurance recoverable due for individual claim amounts. This is recorded as an other asset and as an equal accrued liability. The stop-loss premium is determined annually, but invoiced and paid on a quarterly basis. The related insurance premiums are expensed ratably over the coverage period. Income Taxes The Company accounts for its income taxes using the asset-liability method whereby deferred tax assets and liabilities are determined based on temporary differences between the bases used for financial reporting and income tax reporting purposes. Deferred income taxes are provided based on the enacted tax rates expected to be in effect at the time such temporary differences are expected to reverse. A valuation allowance is provided for deferred tax assets if it is more-likely-than-not that the Company will not realize those tax assets through future operations. The Company evaluates and accounts for uncertain tax positions using a two-step approach. Recognition (step one) occurs when the Company concludes that a tax position, based solely on its technical merits, is more-likely-than-not to be sustained upon examination. Measurement (step two) determines the amount of benefit that is greater than 50% likely to be realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information. Derecognition of a tax position that was previously recognized would occur when the Company subsequently determines that a tax position no longer meets the more-likely-than-not threshold of being sustained. Stock-Based Compensation Stock-based compensation expense is measured at the grant date fair value of the award and is expensed over the vesting period. The fair value of the Company’s restricted stock units (“RSUs”) is based on the market price of the Company’s common stock on the date of grant. The Company estimates the fair value of stock options on the grant date using the Black-Scholes option pricing model. The Company estimates the fair value of its performance stock units (“PSUs”) on the grant date using a Monte Carlo simulation model. Determining the fair value of stock-based awards at the grant date under these models requires judgment, including estimating volatility, employee stock option exercise behaviors and forfeiture rates. The assumptions used in calculating the fair value of stock-based awards represent the Company’s best estimates, but these estimates involve inherent uncertainties and the application of management judgment. The amount of stock-based compensation expense recognized during a period is based on the portion of the awards that are ultimately expected to vest. The Company estimates award forfeitures at the time of grant and revises those estimates in subsequent periods if actual forfeitures differ from those estimates. The Company’s equity incentive plans require that stock option awards have an exercise price that equals or exceeds the closing price of the Company’s common stock on the date of grant. Stock-based compensation expense for stock-based awards is recorded in the consolidated statements of income (loss), net of estimated forfeitures, using the graded-vesting method over the requisite service periods of the respective stock awards. The requisite service period is generally the period over which an employee is required to provide service to the Company in exchange for the award. Technology and Academic Services Technology and academic services costs consist primarily of costs related to ongoing maintenance of educational infrastructure, including online course delivery and management, student records, assessment, customer relations management and other internal administrative systems. These costs were previously components of instructional costs and services, as well as general and administrative. This also includes costs to provide support for curriculum and new program development, support for faculty training and development, technical support and assistance with state compliance. This expense category includes salaries, benefits and share-based compensation, information technology costs, curriculum and new program development costs (which are expensed as incurred) and other costs associated with these support services. This category also includes an allocation of depreciation, amortization, human resources, rent, and occupancy costs attributable to the provision of these services. Counseling Services and Support Counseling services and support costs consist primarily of costs including team-based counseling and other support to prospective and current students as well as financial aid processing. These costs were previously components of instructional costs and services, admissions advisory and marketing, as well as general and administrative. This expense category includes salaries, benefits and share-based compensation, and other costs such as dues, fees and subscriptions and travel costs. This category also includes an allocation of depreciation, amortization, human resources, rent, and occupancy costs attributable to the provision of these services. Marketing and Communication Marketing and communication costs consist primarily of lead acquisition, digital communication strategies, brand identity advertising, media planning and strategy, video, data science and analysis, marketing to potential students and other promotional and communication services. These costs were previously components of admissions advisory and marketing, as well as some general and administrative. This expense category includes salaries, benefits and share-based compensation for marketing and communication personnel, brand advertising, marketing leads and other promotional and communication expenses. This category also includes an allocation of depreciation, amortization, human resources, rent, and occupancy costs attributable to the provision of these services. Advertising costs are expensed as incurred. Advertising costs were $70.2 million and $74.1 million for the years ended December 31, 2020 and 2019, respectively. General and Administrative General and administrative costs consist primarily of compensation and benefit costs (including related stock-based compensation) for employees engaged in corporate management, finance, compliance, and other corporate functions. This category also includes an allocation of depreciation, amortization, human resources, rent, and occupancy costs attributable to the provision of these services. University-Related Expenses University-related expenses represent those costs that were transferred to University of Arizona Global Campus in the Transaction and that are no longer incurred by the Company. These costs were previously primarily components of instructional costs and services, with some costs from admissions advisory and marketing and some general and administrative, including instructor fees and other Ashford employee costs, student related bad debt expense, license fees for licenses transferred to Global Campus and other costs. Restructuring and Impairment Charges Restructuring and impairment expenses are primarily comprised of (i) charges related to the write off and impairment of certain assets, (ii) severance costs related to headcount reductions made in connection with restructuring plans and (ii) estimated lease losses related to facilities vacated or consolidated under restructuring plans. Loss on Transaction Loss on transaction amount represents the net assets transferred in the Sale Transaction, as well as other transaction-related expenses and costs to sell. The loss on transaction is recorded in the consolidated statements of income (loss). The Company recorded a loss on transaction of $54.8 million at closing, which is comprised of $50.4 million of net assets loss, as well as $4.5 million of other transaction-related expenses and costs to sell. The net asset loss includes $62.3 million of cash and cash equivalents transferred to Global Campus on the date of the transaction. All assets transferred to Global Campus were previously included in the University Partners segment. The following are the compo |
Organization, Consolidation and
Organization, Consolidation and Presentation of Financial Statements | 12 Months Ended |
Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Reclassifications | Financial Statement Reclassification On December 1, 2020, the Company consummated the Sale Transaction. For additional information on the Sale Transaction, see Note 1, “Nature of Business” above. The Company now provides services to Global Campus (formerly the University), which include recruiting, financial aid, counseling, institutional support, information technology, and academic support services. See further detail on each category in Summary of Significant Accounting Policies above. The Company made changes in its presentation of its revenue line items and operating expenses and reclassified prior periods to conform to the current presentation. The Company determined that these changes would provide more meaningful information as this new presentation provides transparency for costs that will be incurred as a service provider and costs that will not reoccur in the future as they are related to university costs that were transferred to Global Campus in the Transaction. We have reclassified our operating expenses for prior period to conform to the above disaggregation and revisions to our presentation. There were no changes to total operating expenses or operating income as a result of these reclassifications. The following table presents our operating expenses as previously reported and as reclassified on our consolidated statements of income (loss) for the year ended December 31, 2019 (in thousands): 2019 Costs and expenses: As Reported As Reclassified Technology and academic services $ — $ 73,342 Counseling services and support — 110,256 Marketing and communication — 96,001 Instructional costs and services 209,730 — Admissions advisory and marketing 170,791 — General and administrative 72,406 56,840 University-related expenses — 116,488 Restructuring and impairment expense 21,465 21,465 Total costs and expenses $ 474,392 $ 474,392 |
Business Combinations
Business Combinations | 12 Months Ended |
Dec. 31, 2019 | |
Business Combinations [Abstract] | |
Business Combination Disclosure | Business Combinations Acquisition of Fullstack Academy, Inc. On April 1, 2019, the Company acquired Fullstack, a coding academy headquartered in New York, by acquiring all of its outstanding shares, pursuant to an Agreement and Plan of Reorganization (the “Fullstack Merger Agreement”). As of March 31, 2019, Fullstack had a carrying value of approximately $7.1 million of assets, excluding goodwill. At the closing of the Fullstack acquisition, the equityholders of Fullstack received consideration consisting of $17.7 million in cash (less purchase price adjustments of approximately $1.8 million, plus third-party expenses of approximately $2.0 million), and an aggregate of approximately 2,443,260 shares of the Company’s common stock, subject to escrow adjustments. Additionally, under the Fullstack Merger Agreement, the equityholders of Fullstack will be entitled to receive up to 2,250,000 contingent shares of the Company’s common stock (the “Fullstack Contingent Consideration”). The Fullstack Merger Agreement contains an employee incentive retention pool of up to $5.0 million in cash, payable at times over a two-year period. The assets and liabilities of Fullstack were recorded on the Company’s consolidated balance sheets at their estimated fair values as of April 1, 2019, the acquisition date. Fullstack’s results of operations are included in the Company’s consolidated statements of income (loss) from that date. Fullstack recognized revenue of $9.2 million, had an operating loss of $10.6 million, and net loss of $10.6 million for the period from acquisition through December 31, 2019. See additional supplemental pro forma financial information below. For the twelve months ended December 31, 2019, the Company recorded acquisition-related expenses of $4.7 million, in general and administrative on the consolidated statements of income (loss), associated with the Fullstack acquisition. The Company accounts for business combinations using the acquisition method of accounting. The following table summarizes the purchase price, as well as the final allocation of the purchase price relating to the assets and liabilities purchased (in thousands): Cash consideration for acquired assets $ 17,743 Fair value of equity 12,336 Fair value of contingent consideration payable 3,250 Total purchase price $ 33,329 Purchase Price Allocation: Cash and cash equivalents $ 585 Accounts receivable 5,604 Prepaid and other assets 665 Property and equipment 167 Operating lease assets 1,297 Intangible assets 11,605 Other long-term assets 20 Accounts payable and accrued liabilities (496) Deferred revenue (2,350) Long-term liabilities (1,297) Total identifiable net assets acquired $ 15,800 Deferred tax liability (2,166) Goodwill 19,695 Total purchase consideration $ 33,329 The fair values assigned to assets acquired and liabilities assumed for Fullstack are based upon managements best estimates and assumptions as of the reporting date. The fair value of the consideration to be paid exceeded the fair value of the net assets acquired and liabilities assumed, resulting in goodwill being recorded. Goodwill arising from the acquisition consists largely of future performance expected to be generated from new university and student relationships. None of the goodwill recognized is expected to be deductible for income tax purposes. The acquired intangible assets primarily relate to developed curriculum and trademarks, as well as university and student relationships, and have useful lives that range from 2 to 10 years. The fair value of the common shares issued as part of the consideration paid was determined on the basis of the closing market price of the Company’s shares on the acquisition date, and also incorporated a discount for lack of marketability rates for various holding periods. The Fullstack Contingent Consideration will become issuable, subject to the terms and conditions of the Fullstack Merger Agreement. Of the total contingent 2,250,000 shares, (i) 1,250,000 are based upon final determination of the achievement of certain employee retention requirements and is being expensed over the retention period, (ii) 500,000 shares are based upon revenue performance in 2019 and 2020, earned on a sliding scale, in the event that the revenues for Fullstack are between $25.0 million and $35.0 million, and (iii) 500,000 shares are based upon contract performance milestones in 2019 and 2020, earned on a sliding scale, in the event that Fullstack obtains between four and eight new university contracts. The fair value of the performance based Fullstack Contingent Consideration arrangements was estimated by applying a Monte Carlo simulation, based upon the result of forecast information. These measures are based upon significant inputs that are not observable by the market, and are therefore deemed to be Level 3 inputs. At each subsequent reporting date, the Company will remeasure the contingent consideration and recognize any changes in value, if necessary. If the probability of achieving the performance target significantly changes from what was initially anticipated, the change could have a significant impact on the Company’s financial statements in the period recognized. The contingency period for the revenue performance and contract performance ended on December 31, 2020 and the fair value was updated accordingly. For additional information, see Note 7, “Fair Value Measurements.” Acquisition of TutorMe.com, Inc. On April 3, 2019, the Company acquired TutorMe, a provider of on-demand tutoring and online courses, headquartered in California, by acquiring all of its outstanding shares, pursuant to an Agreement and Plan of Reorganization (the “TutorMe Merger Agreement”). As of March 31, 2019, TutorMe had a carrying value of approximately $0.6 million of assets, excluding goodwill. At the closing of the TutorMe acquisition, in exchange for all outstanding shares of TutorMe capital stock and other rights to acquire or receive capital stock of TutorMe, the Company (i) paid a total of approximately $3.0 million in cash, (ii) issued a total of 309,852 shares of the Company’s common stock, and (iii) assumed all issued and outstanding options of TutorMe (the “Assumed Options”), of which a total of 231,406 shares of the Company’s common stock are underlying the Assumed Options that are subject to certain time-based vesting requirements and a total of 79,199 shares of the Company’s common stock are underlying the Assumed Options that are subject to certain performance-based vesting requirements. Separately, the Company (x) paid a total of approximately $1.2 million in cash to certain service providers of TutorMe as a transaction bonus and (y) issued a total of 293,621 PSUs to certain continuing service providers of TutorMe pursuant to the Company’s 2009 Stock Incentive Plan (as amended) and a restricted stock unit agreement. The assets and liabilities of TutorMe were recorded on the Company’s consolidated balance sheets at their estimated fair values as of April 3, 2019, the acquisition date. TutorMe’s results of operations are included in the Company’s consolidated statements of income (loss) from that date. TutorMe recognized revenue of $0.9 million, had an operating loss of $3.2 million, and net loss of $3.2 million for the period from acquisition through December 31, 2019. See additional supplemental pro forma financial information below. For the twelve months ended December 31, 2019, the Company recorded acquisition-related expenses of $1.9 million, in general and administrative on the consolidated statements of income (loss), associated with the TutorMe acquisition. The Company accounts for business combinations using the acquisition method of accounting. The following table summarizes the purchase price, as well as the final allocation of the purchase price relating to the assets and liabilities purchased (in thousands): Cash consideration for acquired assets $ 3,028 Fair value of equity 2,026 Total purchase price $ 5,054 Purchase Price Allocation: Cash and cash equivalents $ 214 Accounts receivable 46 Intangible assets 1,730 Accounts payable and accrued liabilities (35) Deferred revenue (200) Long-term liabilities (3) Total identifiable net assets acquired $ 1,752 Deferred tax liability (260) Goodwill 3,562 Total purchase consideration $ 5,054 The fair values assigned to assets acquired and liabilities assumed for TutorMe are based upon managements best estimates and assumptions as of the reporting date. The fair value of the consideration to be paid exceeded the fair value of the net assets acquired and liabilities assumed, resulting in goodwill being recorded. Goodwill arising from the acquisition consists largely of future performance expected to be generated from new university and student relationships, as well as the developed technology. None of the goodwill recognized is expected to be deductible for income tax purposes. The acquired intangible assets primarily relate to developed technology, as well as university and student relationships, and have useful lives that range from 2 to 10 years. The fair value of equity includes the common shares issued as part of the consideration paid was determined on the basis of the closing market price of the Company’s shares on the acquisition date, which also incorporated a discount for lack of marketability rates for various holding periods. Supplemental Pro Forma Information (Unaudited) The following table presents unaudited pro forma financial information for the year ended December 31, 2019, as if all acquisitions had been included in the company’s results as of January 1, 2019 (in thousands, except per share amounts): 2019 Revenue and other revenue $ 421,390 Net loss $ (56,661) Basic loss per share $ (1.92) Diluted loss per share $ (1.92) The unaudited supplemental pro forma financial data has been calculated after applying our accounting policies and adjusting the historical results of Fullstack and TutorMe with pro forma adjustments, net of tax. The unaudited supplemental pro forma financial data does not reflect the potential realization of revenue synergies or cost savings, nor does it reflect other costs relating to the integration of the acquired companies. This pro forma financial information should not be considered indicative of the results that would have actually occurred, nor are they indicative of future results. |
Restructuring and Impairment Ch
Restructuring and Impairment Charges | 12 Months Ended |
Dec. 31, 2020 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Impairment Charges | Restructuring and Impairment Charges The Company has written off certain assets and has implemented various restructuring plans to better align its resources with its business strategy. These related charges are recorded in the restructuring and impairment charges line item on the Company’s consolidated statements of income (loss). During the year ended December 31, 2020, the Company did not recognize any asset impairment charges. During the year ended December 31, 2019, the Company recognized asset impairment charges of $0.7 million. The charges in the year ended December 31, 2019 related to the impairment of certain fixed assets, goodwill and intangible assets as a result of the closure of a component of the Company’s business. For the year ended December 31, 2020, the Company did not recognize any student transfer costs. For the year ended 2019, the Company recognized a reversal of student transfer charges of $0.2 million, related primarily to the merger of two universities. The Company implemented various reductions in force to help better align personnel resources with the decline in enrollment. During the years ended December 31, 2020 and 2019, the Company recognized $3.0 million and $18.7 million, respectively, as restructuring charges related to severance costs for wages and benefits resulting from the reductions in force. The Company anticipates the remainder of these costs will be paid out by the end of the first quarter of 2021 from existing cash on hand. The Company had previously relocated its headquarters from San Diego, California to Chandler, Arizona. The Company had also previously vacated or consolidated certain properties, and subsequently reassessed its obligations on non-cancelable leases. Additionally, during 2020, the Company paid contract termination costs to exit a portion of its business. As a result of the aforementioned items, during the years ended December 31, 2020 and 2019, the Company recorded $1.8 million and $2.3 million, 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 consolidated statements of income (loss) for each of the periods presented (in thousands): Year Ended December 31, 2020 2019 Asset impairment $ — $ 670 Student transfer agreement costs (credits) — (171) Severance costs 3,004 18,667 Lease exit and other costs 1,839 2,299 Total restructuring and impairment charges $ 4,843 $ 21,465 The following table summarizes the changes in the Company’s restructuring liability by type during the following periods indicated (in thousands): Asset Impairment Student Transfer Costs Severance Costs Lease Exit and Other Costs Total Balance at December 31, 2018 $ — $ 1,503 $ 267 $ 2,864 $ 4,634 Restructuring and impairment charges 670 (171) 18,667 2,299 21,465 Payments — (36) (10,933) (1,717) (12,686) Non-cash transaction (670) — — (2,470) (3,140) Balance at December 31, 2019 — 1,296 8,001 976 10,273 Restructuring and impairment charges — — 3,004 1,839 4,843 Payments — (14) (10,263) (841) (11,118) Balance at December 31, 2020 $ — $ 1,282 $ 742 $ 1,974 $ 3,998 The restructuring liability amounts are recorded within either the accounts payable and accrued liabilities account or the rent liability account on the consolidated balance sheets. The Company is substantially complete with its restructuring activities and does not anticipates additional charges in the foreseeable future. |
Investments
Investments | 12 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Investments | Fair Value Measurements The following tables summarize the fair value information as of December 31, 2020 and 2019, respectively (in thousands): December 31, 2020 Level 1 Level 2 Level 3 Total Mutual funds $ 1,515 $ — $ — $ 1,515 December 31, 2019 Level 1 Level 2 Level 3 Total Mutual funds $ 2,502 $ — $ — $ 2,502 Contingent consideration $ — $ — $ 3,150 $ 3,150 The mutual funds in the tables above, represent the deferred compensation asset balances, which are considered to be trading securities. There were no transfers between level categories for investments during the periods presented. The Company’s deferred compensation asset balances are recorded in the investments line item on the Company’s consolidated balance sheets and are classified as Level 1 securities. There were no differences between amortized cost and fair value of investments as of December 31, 2020 and 2019. There were no reclassifications out of accumulated other comprehensive income during either the twelve months ended December 31, 2020 and 2019. The contingent consideration represents the fair value of shares to be issued as part of the Fullstack acquisition. Previously, as of December 31, 2019, the contingent consideration was classified as Level 3 and was determined by use of a Monte Carlo simulation, which models 100,000 scenarios of the future revenue and university contracts over the measurement period, which were then present-valued using a risk-free rate. As of December 31, 2019, the contingent consideration was recorded in the other long-term liabilities line item on the Company’s condensed consolidated balance sheets. The fair value of the accrued contingent consideration is remeasured each reporting period and may result in a higher or lower fair value measurement. The fair value increases or decreases relative to the changes in stock price, as well as due to the probabilities of achieving the forecast results. Changes in fair value resulting from changes in the likelihood of contingent payments are included in the general and administrative expenses in the condensed consolidated statements of income (loss). During the twelve months ended December 31, 2020, there was a decrease in fair value, and therefore a reversal of expense of $1.6 million. The new university contract contingency was met, and therefore the valuation of the shares related to contract performance milestones was reclassified to equity. As a result, the contingent consideration liability was reduced to zero as of December 31, 2020. |
Accounts Receivable, Net
Accounts Receivable, Net | 12 Months Ended |
Dec. 31, 2020 | |
Receivables [Abstract] | |
Accounts Receivables, Net | Accounts Receivable, Net Accounts receivable, net, consists of the following (in thousands): As of December 31, 2020 2019 Accounts receivable $ 8,420 $ 48,663 Less allowance for credit losses 1,216 13,712 Accounts receivable, net $ 7,204 $ 34,951 The decrease above is due to the Sale Transaction that occurred on December 1, 2020. For additional information on the Sale Transaction, see Note 1, “Nature of Business” above. The following table presents the changes in the allowance for credit losses for the periods indicated (in thousands): For the year ended December 31, 2020 Beginning Charged to Write-offs Amounts disposed of by Sale Transaction Recoveries of amounts Ending FTG-related allowance $ 1,749 $ 2,176 $ (2,485) $ (1,865) $ 425 $ — Non-FTG-related allowance 11,963 $ 12,080 (16,236) (11,747) 5,156 1,216 Total allowance for credit losses $ 13,712 $ 14,256 $ (18,721) $ (13,612) $ 5,581 $ 1,216 For the year ended December 31, 2019 Beginning Charged to Write-offs Recoveries of amounts Ending FTG-related allowance $ 1,505 $ 2,017 $ (2,229) $ 456 $ 1,749 Non-FTG-related allowance 10,675 14,235 (19,063) 6,116 11,963 Total allowance for credit losses $ 12,180 $ 16,252 $ (21,292) $ 6,572 $ 13,712 |
Prepaid Expense and Other Curre
Prepaid Expense and Other Current Assets | 12 Months Ended |
Dec. 31, 2020 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Prepaid Expenses and Other Current Assets | Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consists of the following (in thousands): As of December 31, 2020 2019 Prepaid expenses $ 3,027 $ 4,593 Prepaid licenses 1,371 2,794 Prepaid income taxes 48 18 Income tax receivable 1,644 1,695 Prepaid insurance 1,127 995 Insurance recoverable 404 670 Other current assets (1) 4,996 9,759 Total prepaid expenses and other current assets $ 12,617 $ 20,524 (1) Other current assets includes payment of net asset adjustment due from from Global Campus related to the Sale Transaction. |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | Property and Equipment, Net Property and equipment, net, consists of the following (in thousands): As of December 31, 2020 2019 Furniture and office equipment $ 36,146 $ 43,579 Software 7,512 7,381 Leasehold improvements 16,325 19,973 Vehicles 22 22 Total property and equipment 60,005 70,955 Less accumulated depreciation and amortization (29,430) (36,661) Total property and equipment, net $ 30,575 $ 34,294 Depreciation and amortization expense associated with property and equipment totaled $6.2 million and $5.6 million for the years ended December 31, 2020 and 2019, respectively. |
Goodwill and Intangibles, Net
Goodwill and Intangibles, Net | 12 Months Ended |
Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangibles, Net | Goodwill and Intangibles, Net Goodwill and intangibles, net, consists of the following (in thousands): December 31, 2020 Definite-lived intangible assets: Gross Carrying Amount Accumulated Amortization Net Carrying Amount Capitalized curriculum costs $ 13,745 $ (12,644) $ 1,101 Purchased intangible assets 14,185 (6,677) 7,508 Total definite-lived intangible assets $ 27,930 $ (19,321) $ 8,609 Goodwill 23,176 Total goodwill and intangibles, net $ 31,785 December 31, 2019 Definite-lived intangible assets: Gross Carrying Amount Accumulated Amortization Net Carrying Amount Capitalized curriculum costs $ 21,273 $ (19,667) $ 1,606 Purchased intangible assets 29,185 (10,950) 18,235 Total definite-lived intangible assets $ 50,458 $ (30,617) $ 19,841 Goodwill and indefinite-lived intangibles 24,578 Total goodwill and intangibles, net $ 44,419 Definite-lived intangibles include capitalized curriculum costs, which are the digital course materials, as well as purchased intangible assets. The purchased intangible assets primarily relate to the trademark agreements with Forbes and the acquired developed curriculum, university relationships and student relationships. The trademark agreements with Forbes were disposed of during the Sale Transaction. Goodwill and indefinite-lived intangibles as of December 31, 2020, includes the goodwill resulting from the Fullstack and TutorMe acquisitions. The indefinite-lived intangibles attributable to the accreditation of the Company’s institution were disposed of during the Sale Transaction. For the years ended December 31, 2020 and 2019, amortization expense was $5.2 million and $4.6 million, respectively. The following table summarizes the estimated remaining amortization expense as of each fiscal year ended below (in thousands): Year Ended December 31, 2021 $ 2,969 2022 2,362 2023 2,192 2024 644 2025 104 Thereafter 338 Total future amortization expense $ 8,609 |
Accounts Payable and Accrued Li
Accounts Payable and Accrued Liabilities | 12 Months Ended |
Dec. 31, 2020 | |
Accrued Liabilities [Abstract] | |
Accounts Payable and Accrued Liabilities | Accounts Payable and Accrued Liabilities Accounts payable and accrued liabilities consists of the following (in thousands): As of December 31, 2020 2019 Accounts payable $ 11,246 $ 6,603 Accrued salaries and wages 6,149 11,872 Accrued bonus 11,428 6,560 Accrued vacation 3,369 5,123 Accrued litigation and fees 8,341 8,041 Accrued expenses 13,689 20,140 Current leases payable 6,934 7,875 Accrued insurance liability 1,537 1,946 Total accounts payable and accrued liabilities $ 62,693 $ 68,160 |
Other Long-Term Liabilities
Other Long-Term Liabilities | 12 Months Ended |
Dec. 31, 2020 | |
Liabilities, Other than Long-term Debt, Noncurrent [Abstract] | |
Other Long-Term Liabilities | Other Long-Term Liabilities Other long-term liabilities consists of the following (in thousands): As of December 31, 2020 2019 Uncertain tax positions $ 28 $ 102 Notes payable 2,981 — Other long-term liabilities 4,172 2,095 Contingent consideration — 3,150 Total other long-term liabilities $ 7,181 $ 5,347 |
Credit Facilities
Credit Facilities | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Credit Facilities | Credit Facilities The Company has issued letters of credit that are collateralized with cash in the aggregate amount of $18.9 million, which is included in restricted cash on the consolidated balance sheets as of December 31, 2020. As part of its historical business operations, the Company was required to provide surety bonds in certain states in which the Company does business. As of December 31, 2020, the surety had issued bonds totaling $6.2 million on the Company’s behalf under such facility. |
Lease Obligations
Lease Obligations | 12 Months Ended |
Dec. 31, 2020 | |
Leases [Abstract] | |
Lease Obligations | Lease Obligations Operating leases The Company leases various office facilities which expire at various dates through 2030. These facilities are used for academic operations, corporate functions, enrollment services and student support services. All of the leases were classified as operating leases for the period ended December 31, 2020, and the Company does not have any finance leases. All of the leases, other than those that may qualify for the short-term scope exception of 12 months or less, are recorded on the Company’s consolidated balance sheets. In April 2019, the Company began leasing approximately 131,000 square feet of office space located in Chandler, Arizona, with the lease extending through 2030. As of December 31, 2020, the lease amounts on the consolidated balance sheets do not include any options to extend, nor any options for early termination. The Company’s lease agreements do not include rental payments adjusted periodically for inflation. The Company’s lease agreements do not contain any residual value guarantees or restrictive covenants. Other than a sublease to Global Campus, the Company is not a party to any related party arrangements with respect to its lease transactions. For the years ended December 31, 2020 and 2019, rent expense totaled $13.2 million and $22.1 million, respectively, calculated in accordance with ASC 842, Leases . The Company adopted ASC 842 using the modified retrospective approach. Rent expense in certain periods also includes the restructuring and impairment charges recorded and therefore, may differ significantly from cash payments. For additional information, see Note 6, “Restructuring and Impairment Charges.” The Company has agreements to sublease certain portions of its office facilities, with three active subleases as of December 31, 2020. The Company’s subleases do not include any options to extend, nor any options for early termination. The Company’s subleases do not contain any residual value guarantees or restrictive covenants. All of the subleases were classified as operating leases for the period ended December 31, 2020. The Company is subleasing approximately 24,300 square feet of office space in San Diego, California with a remaining commitment to lease of 12 months and net lease payments of $1.0 million. The Company is subleasing approximately 36,600 square feet of office space in Denver, Colorado with a remaining commitment to lease of 8 months and net lease payments of $0.7 million. The Company is subleasing additional office space of approximately 21,000 square feet in Denver, Colorado with a remaining commitment to lease of 26 months and net lease payments of $1.3 million. Sublease income for the years ended December 31, 2020 and 2019 was $1.9 million, and $2.7 million, respectively. The following table represents the classification and amounts allocated to the various expense line items on the consolidated statements of income (loss) for the year ended December 31, 2020 (in thousands): Operating lease costs $ 10,644 Short-term lease cost 1,130 Variable lease costs (1) 1,434 Less: Sub-lease income (1,900) Total net lease costs $ 11,308 (1) Variable components of the lease payments such as utilities, taxes and insurance, parking and maintenance costs. The following table represents the maturities of lease liabilities, a portion of which is recorded in accounts payable and accrued liabilities, as well as rent liability on the consolidated balance sheet as of December 31, 2020, (in thousands): 2021 $ 8,847 2022 5,400 2023 3,831 2024 3,538 2025 3,077 Thereafter 17,146 Total minimum payments 41,839 Less: Interest (1) (10,865) Total net lease liabilities $ 30,974 (1) Calculated using an appropriate interest rate for each individual lease. See the weighted-average discount rate noted below. Some of the more significant assumptions and judgments in determining the amounts to capitalize include the determination of the discount rate. The following table represents the lease term and discount rate used in the calculations as of December 31, 2020: Weighted-average remaining lease term (in years): Operating leases 7.7 years Weighted-average discount rate: Operating leases 7.4 % The following table represents the cash flow information of operating leases for the year ended December 31, 2020 (in thousands): Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 10,751 |
Income (Loss) Per Share
Income (Loss) Per Share | 12 Months Ended |
Dec. 31, 2020 | |
Earnings Per Share [Abstract] | |
Income (Loss) Per Share | Income (Loss) Per Share Basic income (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 income (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 during 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 RSUs and unvested PSUs. The following table sets forth the computation of basic and diluted loss per share for the periods indicated (in thousands, except per share data): Year Ended December 31, 2020 2019 Numerator: Net loss $ (48,952) $ (54,812) Denominator: Weighted average number of common shares outstanding 31,959 29,492 Effect of dilutive options and stock units — — Diluted weighted average number of common shares outstanding 31,959 29,492 Loss per share: Basic $ (1.53) $ (1.86) Diluted $ (1.53) $ (1.86) The following table sets forth the number of stock options, RSUs and PSUs excluded from the computation of diluted loss per share for the periods indicated because their effect was anti-dilutive (in thousands): Year Ended December 31, 2020 2019 Stock options 1,757 1,955 Stock units and contingent consideration 1,112 2,141 |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation The Company recorded $8.3 million and $12.3 million of stock-based compensation expense related to equity awards for the years ended December 31, 2020 and 2019 respectively. The related income tax benefit was $2.1 million and $3.0 million for the years ended December 31, 2020 and 2019, respectively. However, there was no net tax benefit recorded for the equity awards, as the Company was in a full valuation allowance position for the years ended December 31, 2020 and 2019. The Company has stock-based compensation expense related to stock options, RSUs, PSUs and contingent shares related to acquisitions. The Company records stock-based compensation expense over the vesting term using the graded-vesting method. Stock Options The Company grants stock options from either its 2009 Stock Incentive Plan (the “2009 Plan”) or its Tutorme.com, Inc. 2015 Equity Incentive Plan. The compensation committee of the Company's board of directors, or the full board of directors (the “board”), determines eligibility, vesting schedules and exercise prices for stock options granted under the 2009 Plan. Stock options granted under the 2009 Plan typically have a maximum contractual term of 10 years, subject to the option holder's continuing service with the Company. Stock options are generally granted with a four-year vesting requirement, pursuant to which the option holder must continue providing service to the Company at the applicable vesting date. There were no stock options granted during the year ended December 31, 2020. All stock options granted during the year ended December 31, 2019 were awarded pursuant to the Tutorme.com, Inc. 2015 Equity Incentive Plan. The following table presents a summary of stock option activity during the periods indicated (in thousands, except for exercise prices and contractual terms): Options Weighted- Weighted- Aggregate December 31, 2018 1,972 $ 15.19 4.49 $ 4 Granted 231 $ 0.36 Exercised (6) $ 9.43 Forfeitures and expired (189) $ 16.09 December 31, 2019 2,008 $ 13.42 4.16 $ 393 Granted — $ — Exercised (22) $ 0.36 Forfeitures and expired (361) $ 17.54 December 31, 2020 1,625 $ 12.68 3.63 $ 918 Vested and expected to vest at December 31, 2020 1,625 $ 12.68 3.63 $ 918 Exercisable at December 31, 2020 1,610 $ 12.70 3.60 $ 918 As of December 31, 2020, the Company had 5.7 million shares of common stock reserved for issuance upon the exercise of outstanding stock options and settlement of outstanding stock awards under the Company’s equity incentive plans. Shares issued upon stock option exercises and settlements of stock awards are drawn from the authorized but unissued shares of common stock. During the year ended December 31, 2020, approximately 21,700 stock options were exercised with an intrinsic value of approximately $0.1 million. No windfall tax benefit was realized from these exercises. The Company also realized a total tax benefit shortfall of $0.7 million. During the year ended December 31, 2019, there were no stock options exercised. No windfall tax benefit was realized from these exercises. The Company also realized a total tax benefit shortfall of $0.4 million. Approximately 0.4 million and 0.2 million stock options expired during the years ended December 31, 2020 and 2019, respectively. The fair value of each stock option award granted during the year ended December 31, 2019 was estimated on the date of grant using the Black-Scholes option pricing model. The Company’s determination of the fair value of share-based awards is affected by the Company’s common stock price as well as assumptions regarding several complex and subjective variables. Below is a summary of the assumptions used for the stock options granted during the year ended December 31, 2019: 2019 Weighted average exercise price per share $ 0.36 Risk-free interest rate 2.4 % Expected dividend yield — Expected volatility 48.5 % Expected life (in years) 5.75 Forfeiture rate 13.0 % Weighted average grant date fair value per share $ 4.28 The risk-free interest rate is based on the currently available rate on a U.S. Treasury zero-coupon issue with a remaining term equal to the expected term of the stock option converted into a continuously compounded rate. The Company has never declared or paid any cash dividends on its common stock and does not currently anticipate paying cash dividends in the future. The Company has enough historical option exercise information to compute an expected term for use as an assumption in the Black-Scholes option pricing model, and as such, its computation of expected term was calculated using its own historical data. The volatility of the Company’s common stock is also based upon its own historical volatility. As of December 31, 2020 and 2019, there was $4 thousand and $0.3 million, respectively, of unrecognized compensation costs related to unvested stock options. At December 31, 2020, the unrecognized compensation costs of stock options were expected to be recognized over a weighted average period of 0.2 years. Stock Awards The Company also grants RSUs to its employees under the 2009 Plan. Each RSU represents the future issuance of one share of the Company’s common stock contingent upon the recipient’s continued service with the Company through the applicable vesting date. Upon the vesting date, RSUs are automatically settled for shares of the Company’s common stock unless the applicable award agreement provides for delayed settlement. If prior to the vesting date the employee’s status as a full-time employee is terminated, the unvested RSUs are automatically canceled on the employment termination date, unless otherwise specified in an employee’s individual employment agreement. The fair value of an RSU is calculated based on the market value of the common stock on the grant date and is amortized over the applicable vesting period using the graded-vesting method. The Company has also granted certain PSUs under the 2009 Plan to various individuals. Each PSU represents the future issuance of one share of the Company’s common stock contingent upon achievement of the applicable performance target and the recipient’s continued service with the Company through the applicable vesting date. Certain of the PSUs may be earned based on the achievement of a market-based measure, and certain of the PSUs may be earned based on performance-based measures. With respect to each award of PSUs, vesting is based upon the achievement of the applicable performance target, and subject to the employee’s continued service with the Company through the applicable vesting date. If prior to the vesting date the employee’s status as a full-time employee is terminated, the unvested PSUs are automatically canceled on the employment termination date, unless otherwise specified in an employee’s individual employment agreement. PSUs are amortized over the applicable vesting period using the graded-vesting method. The fair value of the portion of the PSU awards subject to earning based on the achievement of a performance-based measure was based on the Company’s stock price as of the date the applicable performance target was approved by the board. Compensation cost for the portion of the PSU awards subject to earning based on the achievement of a performance-based measure is recorded based on the probable outcome of the performance conditions associated with the shares, as determined by management. The fair value of the portion of the PSU awards subject to earning based on the achievement of a market-based measure was estimated based on the Company’s stock price as of the date of grant using a Monte Carlo simulation model. The weighted-average assumptions for the PSU awards during the year ended December 31, 2019 subject to earning based on the achievement of a market-based measure are noted in the following table: 2019 Grant price per share $ 5.77 Risk-free interest rate 2.1 % Expected dividend yield — Historical volatility 57.4 % Expected life (in years) 3 Forfeiture rate 13.0 % Weighted average grant date fair value per share $ 7.78 A summary of the RSU and PSU activity and related information is as follows (in thousands, except for exercise prices and contractual terms): Restricted Stock Units and Performance Stock Units Time-Based RSU Performance-Based PSU Market-Based PSU Number of Shares Weighted Average Number of Shares Weighted Average Number of Shares Weighted Average Balance at December 31, 2018 1,440 $ 8.22 164 $ 9.86 670 $ 6.69 Awarded 1,565 $ 5.00 — — 845 $ 6.01 Vested (461) $ 13.78 — — — — Canceled (239) $ 7.05 (164) $ 9.86 (445) $ 5.23 Balance at December 31, 2019 2,305 $ 5.04 — $ — 1,070 $ 6.76 Awarded 1,470 $ 2.27 1,059 $ 2.19 — $ — Vested (911) $ 9.67 — — — — Canceled (570) $ 5.14 (43) $ 2.18 (337) $ 7.79 Balance at December 31, 2020 2,295 $ 1.40 1,017 $ 2.19 733 $ 6.28 As of December 31, 2020 and 2019 there was $3.4 million and $6.2 million, respectively, of unrecognized compensation costs related to unvested RSUs. At December 31, 2020, the unrecognized compensation costs of RSUs were expected to be recognized over a weighted average period of 1.4 years. During the year ended December 31, 2020, 0.9 million RSUs vested and were released with a market value of $1.7 million. Approximately $44.7 thousand of windfall tax benefit was realized from these awards, and the related tax benefit shortfall realized was $1.3 million. During the year ended December 31, 2019, 0.5 million RSUs vested and were released with a market value of $2.7 million. No windfall tax benefit was realized from these awards, and the related tax benefit shortfall realized from the RSUs released was $1.1 million. As of December 31, 2020, there was $3.1 million of unrecognized compensation costs related to unvested PSUs. At December 31, 2020, the unrecognized compensation costs of PSUs were expected to be recognized over a weighted average period of 1.7 years, to the extent the applicable performance criteria are met. No PSUs vested during the years ended December 31, 2020, and 2019. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income TaxesThe Company uses the asset-liability method to account for taxes. Under this method, deferred income tax assets and liabilities result from temporary differences between the tax basis of assets and liabilities and their reported amounts in the financial statements that will result in income and deductions in future years. The components of income tax expense (benefit) are as follows (in thousands): Year Ended December 31, 2020 2019 Current: Federal $ (13,238) $ 1,603 State 284 7 Foreign 5 — (12,949) 1,610 Deferred: Federal (56) (2,104) State (63) (276) (119) (2,380) Total $ (13,068) $ (770) On March 27, 2020, the Coronavirus Aid, Relief and Economic Security (“CARES Act”) was signed into law. The CARES Act is a relief package intended to assist many aspects of the Country’s economy of which certain components of the Act impacted the Company’s 2020 income tax provision. Specifically, the CARES Act temporarily reinstated a five-year carryback period for all NOLs generated in the tax years 2018, 2019 and 2020. Therefore, the Company’s NOLs from 2018 and 2019 were carried back to 2013 and 2014, respectively, and a tax benefit of approximately $12.8 million was recorded for the tax year 2020. The entire NOL carryback refund in the amount of $12.8 million was received by the Company in 2020. Each reporting period, the Company assesses the likelihood that it will be able to recover its deferred tax assets, which represent timing differences in the recognition of certain tax deductions for accounting and tax purposes. The realization of deferred tax assets is dependent, in part, upon future taxable income. Significant judgment is required in determining any valuation allowance recorded against deferred tax assets. In assessing the need for a valuation allowance, the Company considers all available evidence, including past operating results, estimates of future taxable income given current business conditions affecting the Company, and the feasibility of ongoing tax planning strategies. As of December 31, 2020, the Company continues to record a full valuation allowance against all net deferred tax assets, as was the case at December 31, 2019. The Company intends to maintain a valuation allowance against its deferred tax assets until sufficient positive evidence exists to support its reversal. Deferred income tax balances reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities and their tax bases and are stated at enacted tax rates expected to be in effect when taxes are paid or recovered. Significant components of the Company’s deferred tax assets and liabilities and balance sheet classifications are as follows (in thousands): As of December 31, 2020 2019 Deferred tax assets: Net operating loss $ 22,662 $ 16,468 Bad debt 303 2,022 Vacation accrual 673 1,204 Stock-based compensation 3,869 6,219 Operating lease liabilities 7,746 7,303 Bonus accrual 2,476 1,072 Accrued expenses 4,333 3,450 Other 1,258 1,041 Total deferred tax assets 43,320 38,779 Valuation allowance (37,375) (31,677) Net deferred tax assets 5,945 7,102 Deferred tax liabilities: Fixed assets and intangibles (704) (2,119) Indefinite-lived intangibles — (344) Operating lease assets (5,045) (4,603) Other (196) (155) Total deferred tax liabilities (5,945) (7,221) Total net deferred tax assets (liabilities) $ — $ (119) At December 31, 2020, the Company had federal and state net operating loss carryforwards of $81.6 million and $105.5 million, respectively, which are available to offset future taxable income. The federal and state net operating loss carryforwards will begin to expire in 2021. Approximately $76.2 million of the federal net operating loss can be carried forward indefinitely. The Company’s utilization of net operating loss carryforwards may be subject to annual limitations due to ownership change provisions of Section 382 of Internal Revenue Code of 1986, as amended. The following table presents a reconciliation of the income tax benefit computed using the federal statutory tax rate of 21% and the Company’s provision for income taxes (in thousands): Year Ended December 31, 2020 2019 Computed expected federal tax expense $ (13,024) 21.0 % $ (11,673) 21.0 % State taxes, net of federal benefit (2,476) 4.0 (1,349) 2.4 Permanent differences 436 (0.7) 1,685 (3.0) Uncertain tax positions (618) 1.0 (292) 0.5 Stock compensation 1,388 (2.2) 1,189 (2.1) Federal tax rate change on NOL carryback (4,908) 7.9 — — Domestic production activities — — 1,739 (3.1) Valuation allowance 5,698 (9.2) 8,074 (14.5) Other 436 (0.7) (143) 0.2 Income tax benefit $ (13,068) 21.1 % $ (770) 1.4 % The following table presents a reconciliation of the beginning and ending amount of unrecognized tax benefits (in thousands): Year Ended December 31, 2020 2019 Unrecognized tax benefits at beginning of period $ 2,128 $ 885 Gross increases - tax positions in prior period — 1,371 Gross decreases - tax positions in prior period (1,661) — Gross increases - current period tax positions — — Settlements (400) — Lapse of statute of limitations (49) (128) Unrecognized tax benefits at end of period $ 18 $ 2,128 Included in the amount of unrecognized tax benefits at December 31, 2020 and 2019 is $19 thousand and $2.0 million, respectively, of tax benefits that, if recognized, would affect the Company’s effective tax rate. Also included in the balance of unrecognized tax benefits at December 31, 2020 and 2019 is less than $4 thousand and $0.1 million, respectively, of tax benefits that, if recognized, would result in adjustments to other tax accounts, primarily deferred tax assets which was offset by a full valuation allowance. 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 the potential change to have a material effect on the results of operations or financial position in the next year. The Company recognizes interest and penalties related to uncertain tax positions in income tax expense. At December 31, 2020 and 2019, the Company had approximately $10 thousand and $0.4 million, respectively, of accrued interest and penalties, before any tax benefit, related to uncertain tax positions. The Company has analyzed filing positions in all the federal and state jurisdictions where it is required to file income tax returns, as well as all open tax years in these jurisdictions. The tax years 2001 through 2019 are open to examination by major taxing jurisdictions to which the Company is subject. The IRS audit examinations of the Company’s income tax returns for the years 2013 through 2016 were completed during the period ended June 30, 2020. The final notice of proposed adjustments from the IRS examination had no adverse material impact on the Company’s overall financial results as of December 31, 2020. The Company has received a letter dated July 7, 2020 from the Joint Committee on Taxation stating that it has taken no exception to the conclusions reached by the IRS. The IRS audit is expected to be finalized once the Company’s NOL carryback refund claims filed under the CARES Act are approved by the Joint Committee on Taxation. The FTB audit examinations of the Company’s income tax returns for the years 2013 through 2015 were completed during the quarter ended December 31, 2020. The Company is currently in the process of reviewing the latest closing agreement issued by the FTB. The Company executed a statute of limitation waiver to extend the tax years 2013 - 2015 through October 15, 2021. |
Regulatory
Regulatory | 12 Months Ended |
Dec. 31, 2020 | |
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 and its university partners to significant regulatory scrutiny on the basis of numerous standards that institutions of higher education must satisfy in order to participate in the various federal student financial aid programs under Title IV of the Higher Education Act (“Title IV programs”). Department of Education On-Site Program Review of former Ashford University In December 2016, the Department informed the University that it intended to continue the on-site program review, which commenced in January 2017 and initially covered the 2015-2016 and 2016-2017 award years, but may be expanded if the Department deems such expansion appropriate. To date, the Company has not received a draft report from the Department. Department of Education Close Out Audit of University of the Rockies The Company previously recorded an expense of $1.5 million during the fiscal year 2018, in relation to the close out audit of University of the Rockies resulting from its merger with the University in October 2018. The expense was recorded in relation to borrower defense to repayment regulations. On September 26, 2019, the Department sent the University a Final Audit Determination letter for the University of the Rockies. This letter confirmed that with the exception of the borrower defense to repayment regulations, none of the other audit findings resulted in financial liability. The Department also stated that additional liabilities could accrue in the future. On December 19, 2019, the Company filed an administrative appeal with the Department appealing the alleged liability on the basis that the University of Rockies did not close but rather merged with the University. The briefing on the appeal is complete and the Company is awaiting a decision by the administrative law judge. WSCUC Accreditation of former Ashford University Global Campus is regionally accredited by WASC Senior College and University Commission (“WSCUC”). In July 2013, WSCUC granted Initial Accreditation to the University for five years, until July 2018. In December 2013, the 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 its institutional review process, WSCUC commenced its comprehensive review of the University with an off-site review in March 2018. As part of the WSCUC Institutional Review Process a Reaffirmation of Accreditation Visit was conducted by an evaluation team in April 2019. At its meeting in June 2019, the Commission acted to reaffirm accreditation through Spring 2025. In connection with the Purchase Agreement by and among the Company and the University of Arizona, the Company submitted to WSCUC, on July 1, 2020, a substantive change application for a change in ownership from the University to Global Campus which required review and approval by the Substantive Change Committee and the Structural Change Committee of the Commission. On November 12, 2020, WSCUC notified Zovio that it had approved the change of control application filed to complete the Sale Transaction, subject to certain conditions. These conditions included (i) ensuring that Global Campus is differentiated effectively from the University of Arizona and its affiliates in marketing materials; (ii) providing a report to WSCUC within 90 days of the close of the transaction outlining the actionable steps it will take to address student success including in the form of retention and graduation; (iii) those officers, administrators and related parties who become Global Campus officers or administrators divest themselves of their financial and ownership interest in the Company; and (iv) Global Campus and the Company submit a revised strategic services agreement which incorporates any applicable key performance indicators into that agreement. Additionally, WSCUC notified Global Campus that the provisions of the Notice of Concern issued as part of the reaffirmation of the University in July 2019 remain in effect and that WSCUC will conduct a post-implementation site visit of Global Campus within six months of the closing of the Sale Transaction. Department of Education Regulation On December 1, 2020, the parties to the Purchase Agreement entered into Amendment No. 1 to the Purchase Agreement (“Amendment”) pursuant to which, among other things, the University of Arizona and Global Campus waived the closing condition regarding issuance of a pre-acquisition review notice by the Department of Education. Under the terms of the Purchase Agreement, as amended, the Closing was subject to customary closing conditions for transactions in this sector. The Department is expected to conduct a post-closing review of Global Campus following the Sale Transaction consistent with the Department’s procedures during which the Department makes a determination on the institution’s request for recertification from the Department following the change of control, including whether to impose or place other conditions or restrictions. To be eligible to participate in Title IV programs, an institution must comply with the Higher Education Act and the regulations thereunder that are administered by the Department. The provisions of the Higher Education Act also include being in compliance with the following: • The 90/10 Rule - A proprietary institution loses eligibility to participate in Title IV programs if the institution derives more than 90% of its revenues from Title IV program funds for two consecutive fiscal years, as calculated in accordance with Department regulations. Any institution that violates the 90/10 rule for two consecutive fiscal years becomes ineligible to participate in Title IV programs for at least two • Cohort Default Rate - For each federal fiscal year, the Department calculates a rate of student defaults over a three-year measuring period for each educational institution, which is known as a “cohort default rate.” An institution may lose eligibility to participate in the Federal Direct Loan Program and the Federal Pell Grant Program if, for each of the three most recent federal fiscal years, 30% or more of its students who became subject to a repayment obligation in that federal fiscal year defaulted on such obligation by the end of the following federal fiscal year. The most recent official three-year cohort default rates for the University prior to the Sale Transaction for the 2017 and 2016 federal fiscal years, were 14.7% and 13.7%, respectively. • Financial Responsibility - The Department calculates an institution’s composite score for financial responsibility based on its (i) equity ratio, which measures the institution’s capital resources, ability to borrow and financial viability; (ii) primary reserve ratio, which measures the institution’s ability to support current operations from expendable resources; and (iii) net income ratio, which measures the institution’s ability to operate at a profit. An institution that does not meet the Department’s minimum composite score of 1.5 may demonstrate its financial responsibility by posting a letter of credit in favor of the Department and possibly accepting other conditions on its participation in the Title IV programs. Following the Sale Transaction, the University is no longer owned by Zovio, and therefore Global Campus will submit its stand-alone audited financial statements to the Department for the purpose of calculating the institution’s composite score. Borrowers defense to repayment On October 28, 2016, the Department published borrower defense to repayment regulations to change processes that assist students in gaining relief under certain provisions of the Direct Loan Program regulations. These defense to repayment regulations allow a borrower to assert a defense to repayment on the basis of a substantial misrepresentation, any other misrepresentation in cases where certain other factors are present, a breach of contract or a favorable nondefault contested judgment against a school for its act or omission relating to the making of the borrower’s loan or the provision of educational services for which the loan was provided. In addition, the financial responsibility standards contained in the new regulations establish the conditions or events that trigger the requirement for an institution to provide the Department with financial protection in the form of a letter of credit or other security against potential institutional liabilities. Triggering conditions or events include, among others, certain state, federal or accrediting agency actions or investigations, and in the case of publicly traded companies, receipt of certain warnings from the SEC or the applicable stock exchange, or the failure to timely file a required annual or quarterly report with the SEC. The new regulations also prohibit schools from requiring that students agree to settle future disputes through arbitration. On March 15, 2019, the Department issued guidance for the implementation of parts of the regulations. The guidance covers an institution’s responsibility in regard to reporting mandatory and discretionary triggers as part of the financial responsibility standards, class action bans and pre-dispute arbitration agreements, submission of arbitral and judicial records, and repayment rates. On August 30, 2019, the Department finalized the regulations derived from the 2017-2018 negotiated rulemaking process and subsequent public comments. This version of the borrower defense regulations applies to all federal student loans made on or after July 1, 2020, and, among other things: grants borrowers the right to assert borrower defense to repayment claims against institutions, regardless of whether the loan is in default or in collection proceedings; allows borrowers to file defense to repayment claims three years from either the student’s date of graduation or withdrawal from the institution; and gives students the ability to allege a specific amount of financial harm and to obtain relief in an amount determined by the Department, which may be greater or lesser than their original claim amount. It also includes financial triggers and other factors for recalculating an institution’s financial responsibility composite score that differ from those in the 2016 regulations. On June 8, 2020, President Trump vetoed House Joint Resolution 56, a Congressional Review Act resolution that would block the Trump administration’s rewrite of the Obama administration’s borrower defense to repayment rule. On June 26, 2020, the House of Representatives failed to override President Trump’s veto. The rewritten borrower defense to repayment rule went into effect on July 1, 2020 and will apply to any federal student loans made on that date or after. In July 2020, the Department notified Zovio that they would be initiating a preliminary review of borrower defense applications from borrowers who made claims regarding the University. As part of the initial fact-finding process, the Department will send individual student claims to the University and allow the institution the opportunity to submit a response to the borrower’s allegations. Zovio has begun to receive these claims and is reviewing and compiling the individual facts of each case to submit to the Department for their review. Zovio has responded to everything received and cannot predict the outcome of this review at this time. |
Retirement Plans
Retirement Plans | 12 Months Ended |
Dec. 31, 2020 | |
Retirement Benefits [Abstract] | |
Retirement Plans | Retirement PlansThe Company maintains an employee savings plan (the “401(k) Plan”) that qualifies as a deferred salary arrangement under Section 401(k) of the Internal Revenue Code of 1986, as amended. Under the 401(k) Plan, participating employees may contribute a portion of their pre-tax earnings up to the Internal Revenue Service annual contribution limit. Additionally, the Company may elect to make matching contributions into the 401(k) Plan in its sole discretion. The Company’s total expense related to the 401(k) Plan was $2.3 million and $2.9 million for the years ended December 31, 2020 and 2019, respectively. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2020 | |
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 GAAP, the Company records loss contingencies in its financial statements only for matters in which losses are probable and can be reasonably estimated. Where a range of loss can be reasonably estimated, the best estimate within that range should be accrued. If no estimate is better than another, the Company records the minimum estimated liability in the range. If the loss is not probable or the amount of the loss cannot be reasonably estimated, the Company discloses the nature of the specific claim if the likelihood of a potential loss is reasonably possible and the amount involved could be material. The Company continuously assesses the potential liability related to the Company’s pending litigation and revises its estimates when additional information becomes available. Other than the specific liabilities assumed by Global Campus, the Company and AU LLC will generally remain responsible for liabilities of the University relating to periods prior to the closing of the Sale Transaction. Below is a list of material legal proceedings to which the Company or its subsidiaries is a party. California Attorney General Investigation of For-Profit Educational Institutions In January 2013, the Company received from the Attorney General of the State of California (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 each such date. Representatives from the Company met with representatives from the CA Attorney General’s office on several occasions to discuss the status of the investigation, additional information requests, and specific concerns related to possible unfair business practices in connection with the Company’s recruitment of students and debt collection practices. The parties also discussed a potential resolution involving injunctive relief, other non-monetary remedies and a payment to the CA Attorney General and in the third quarter of 2016, the Company recorded an expense of $8.0 million related to the cost of resolving this matter. The parties did not reach a resolution and on November 29, 2017, the CA Attorney General filed suit against the Company. The Company intends to vigorously defend this case and emphatically denies the allegations made by the CA Attorney General that it ever deliberately misled its students, falsely advertised its programs, or in any way were not fully accurate in its statements to investors. However, the outcome of this legal proceeding is uncertain at this point because of the many questions of fact and law that may arise. At present, the Company cannot reasonably estimate any updated range of loss for this action based on currently available information and as such, the prior accrual of $8.0 million remains. Massachusetts Attorney General Investigation of Bridgepoint Education, Inc. and Global Campus (formerly Ashford University) On July 21, 2014, the Company received from the Attorney General of the State of Massachusetts (“MA Attorney General”) a Civil Investigative Demand (“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 Global Campus 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. |
Concentration of Risk
Concentration of Risk | 12 Months Ended |
Dec. 31, 2020 | |
Risks and Uncertainties [Abstract] | |
Concentration of Risk | Concentration of Risk Concentration of Revenue Prior to December 1, 2020, the Company derived the majority of its revenues from students whose source of funding is through Title IV programs. Revenue derived from government tuition assistance for military personnel, including veterans, is not considered federal student aid for purposes of calculations under the 90/10 rule. Title IV programs are subject to political and budgetary considerations and are subject to extensive and complex regulations. Concentration of Credit Risk The Company maintains its cash and cash equivalents accounts in financial institutions. Accounts at these institutions are insured by the Federal Deposit Insurance Corporation (FDIC) up to $250,000. The Company performs ongoing evaluations of these institutions to limit its concentration risk exposure. Concentration of Sources of Supply The Company is dependent on a third-party provider for its online platform, which includes a learning management system that stores, manages and delivers course content, enables assignment uploading, provides interactive communication between students and faculty, and supplies online assessment tools. The partial or complete loss of this source may have an adverse effect on the Company’s revenues and results of operations. |
Segment Reporting
Segment Reporting | 12 Months Ended |
Dec. 31, 2020 | |
Segment Reporting [Abstract] | |
Segment Reporting Disclosure | Segment Information Prior to December 1, 2020, the Company operated in one segment for reporting purposes. Following the Sale Transaction, the Company now operates in two reportable segments: The University Partners Segment and the Zovio Growth Segment. These segments were recast based upon the Company’s respective offerings. On December 1, 2020, the Company consummated the Sale Transaction. For additional information and description of the Sale Transaction, see Note 1, “Nature of Business.” The Company reports segment information based upon the management approach, and the Sale Transaction resulted in a change in how the chief operating decision maker viewed the operations moving forward. This change included the creation of three operating segments: Fullstack, TutorMe, and Zovio, and two reportable segments: The University Partners Segment and the Zovio Growth Segment. The Company’s operating segments are determined based on (i) financial information reviewed by the chief operating decision maker, the CEO, (ii) internal management and related reporting structure, and (iii) the basis upon which the CEO makes resource allocation decisions. The Fullstack and TutorMe operating segments are aggregated into a single reportable segment, the Zovio Growth Segment. The aggregation of the Fullstack and TutorMe operating segments is based on their uniform customer bases and methods of services provided, as well as evaluation of quantitative thresholds as required by ASC 280-10-50-12. Based on these same quantitative tests, the Zovio operating segment is a separate reportable segment, the University Partners Segment. This change in segment reporting did not have any impact on the determination of reporting units used to assess impairment under ASC 350, Intangibles - Goodwill and Other. The Company’s University Partners Segment includes the technology and services provided to colleges and universities to enable the online delivery of degree programs and the goods and services. The Company’s University Partners Segment also includes the tuition revenue related to the University prior to the Sale Transaction on December 1, 2020. The Company’s Zovio Growth Segment includes its subsidiaries Fullstack and TutorMe, an online coding academy and tutoring service, respectively. Segment Performance The following table summarizes financial information regarding each reportable segment’s results of operations for the periods presented (in thousands): Year Ended December 31, 2020 2019 Revenue by segment University Partners Segment $ 376,220 $ 407,594 Zovio Growth Segment 20,901 10,201 Total revenue and other revenue $ 397,121 $ 417,795 Segment profitability University Partners Segment $ (41,182) $ (30,331) Zovio Growth Segment (9,315) (15,932) Total segment profitability(1) $ (50,497) $ (46,263) (1) Segment profitability represents EBITDA. The following table reconciles total loss before income taxes to total segment profitability (in thousands): Year Ended December 31, 2020 2019 Loss before income taxes $ (62,020) $ (55,582) Adjustments: Interest expense (income), net 120 (910) Depreciation and amortization expense 11,403 10,229 Total segment profitability $ (50,497) $ (46,263) For the years ended December 31, 2020 and 2019 the legacy University accounted for $356.1 million and $407.3 million, respectively, of the University Partners segment revenue. For each of the years ended December 31, 2020 and 2019, there were no customers or individual university clients which accounted for 10% or more of the Zovio Growth segment revenue. The Company’s total assets by segment are as follows (in thousands): As of December 31, 2020 2019 University Partners Segment $ 111,830 $ 203,815 Zovio Growth Segment 49,476 46,323 Total assets $ 161,306 $ 250,138 The Company’s accounts receivable and deferred revenue in each segment are as follows (in thousands): As of December 31, 2020 2019 University Partners Segment accounts receivable $ 45 $ 28,504 Zovio Growth Segment accounts receivable 7,159 6,447 Total accounts receivable $ 7,204 $ 34,951 University Partners Segment deferred revenue $ 10 $ 51,252 Zovio Growth Segment deferred revenue 8,080 4,032 Total deferred revenue $ 8,090 $ 55,284 As of December 31, 2020 there were no individual partners or customers which accounted for 10% or more of the University Partners segment net accounts receivable balance. As of December 31, 2019, the students of the legacy University accounted for $28.5 million of the University Partners segment net accounts receivable balance. As of each December 31, 2020 and 2019, there were no individual partners or customers which accounted for 10% or more of the Zovio Growth segment net accounts receivable balance, as customers are individual students or third parties paying on their behalf, rather than university clients. The Company’s goodwill amounts as of December 31, 2020 are fully attributable to the Zovio Growth Segment. For additional information on goodwill, see Note 11, “Goodwill and intangibles, net.” |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. Intercompany transactions have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of the consolidated financial statements in conformity with generally accepted accounting principles in the United States (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts in the consolidated financial statements. Actual results could differ from those estimates. |
Cash and Cash Equivalents | Cash Equivalents and Restricted Cash Cash and cash equivalents is comprised of cash and other short-term highly liquid investments that are readily convertible into known amounts of cash. The Company considers all highly liquid investments with maturities of three months or less at the time of purchase to be cash equivalents. |
Restricted Cash | The Company’s restricted cash is primarily held in money market accounts, and is excluded from cash and cash equivalents on the Company’s consolidated balance sheets. Restricted cash represents amounts held as collateral for letters of credit. Additionally, as of December 31, 2019, a portion of the restricted cash represents funds held for students from Title IV financial aid programs that result in credit balances on a student’s account or funds held for students to be refunded. The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the consolidated balance sheets that sum to the total of the same such amounts shown in the statement of cash flows. As of December 31, 2020 2019 Cash and cash equivalents $ 35,462 $ 69,280 Restricted cash, current 20,035 23,257 Total cash, cash equivalents and restricted cash $ 55,497 $ 92,537 |
Investments | Investments The Company has historically held investments that consisted of mutual funds, corporate notes and bonds, and certificates of deposit. As of December 31, 2020, the Company held investments solely in mutual funds. The Company’s investments are denominated in U.S. dollars, are investment grade and are readily marketable. The Company considers as current assets those investments which will mature or are likely to be sold in less than one year. The Company classifies its investments as either trading, available-for-sale or held-to-maturity. Trading securities are those bought and held principally to sell in the short-term, with gains or losses from changes in fair value flowing through current earnings. Available-for-sale securities are carried at fair value as determined by quoted market prices, with unrealized gains and losses, net of tax, reported as a separate component of comprehensive income (loss) and stockholders’ equity. Held-to-maturity securities would be carried at amortized cost. Amortization of premiums, accretion of discounts, interest, and realized gains and losses are included in other income (loss), net in the consolidated statements of income (loss). The Company regularly monitors and evaluates the realizable value of its investments. If events and circumstances indicate that a decline in the value of these assets has occurred and is other-than-temporary, the Company would record a charge to other income (loss), net in the consolidated statements of income (loss). |
Deferred Compensation | Deferred Compensation The Company has a deferred compensation plan, into which eligible participants can defer a maximum of 80% of their regular compensation and a maximum of 100% of their incentive compensation. The amounts deferred by the participant under this plan are credited with earnings or losses based upon changes in values of participant elected notional investments. Each participant is fully vested in the participant amounts deferred. The Company may make contributions that will generally vest according to a four-year vesting schedule. After four years of service, participants become fully vested in the employer contributions upon reaching normal retirement age, death, disability or a change in control. The Company’s obligations under the deferred compensation plan totaled $1.4 million and $1.8 million as of December 31, 2020 and 2019, respectively, and are included in other long-term liabilities in the consolidated balance sheets. The Company’s assets relating to the deferred compensation plan totaled $1.5 million and $2.5 million as of December 31, 2020 and 2019, respectively, and are included in investments in the consolidated balance sheets. |
Fair Value Measurements | Fair Value Measurements The Company uses the three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers include: (i) Level 1, defined as observable inputs such as quoted prices in active markets; (ii) Level 2, defined as inputs other than quoted prices in active markets that are either observable directly or indirectly, through market corroboration, for substantially the full term of the financial instrument; and (iii) Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions. |
Accounts Receivable and Allowance for Doubtful Accounts/Student Loans Receivable and Loan Loss Reserves | Accounts Receivable and Allowance for Credit Losses As of December 31, 2020, accounts receivable represents the amount management expects to collect under each customer contract and is primarily related to the Company’s subsidiaries, Fullstack and TutorMe. Prior to December 1, 2020, accounts receivable primarily represented the Company’s unconditional right to consideration arising from the transfer of tuition, digital materials, and technology and other fees under contracts with customers. Students generally fund their education costs through grants and/or loans under various Title IV programs, tuition assistance from military and corporate employers, and/or personal funds. With the exception of students enrolled under the Full Tuition Grant (“FTG”) program, payments were due on the respective course start date and are generally considered delinquent 120 days after that date. The Company calculated separate historical loss rates for receivables under the FTG program and receivables from all other customers, on the basis of the different risk profiles and historical loss-rate experience with each type of customer. The Company adjusts its accounts receivable for an allowance for credit losses at each reporting period, as deemed necessary. The Company determines its allowance for credit losses using a loss-rate method combined with an aging schedule approach, which is appropriate given the short-term nature of a substantial majority of the Company’s receivables and as collections vary significantly based upon a receivable’s aging bucket. The Company calculates historical loss rates for receivables on the basis of the different risk profiles and historical loss-rate experience with each type of customer. Additionally, the Company monitors macroeconomic activity as well as other current conditions and their potential impact on collections to ensure the historical experience remains in line with current conditions and future short-term expectations. The allowance for credit losses is recorded within technology and academic services in the consolidated statements of income (loss). The Company writes off accounts receivable when the student account is deemed uncollectible, which typically occurs when the Company has exhausted all collection efforts. |
Property and Equipment | Property and Equipment Property and equipment are recognized at cost less accumulated depreciation. Depreciation is computed using the straight-line method based on estimated useful lives of the related assets as follows: Furniture and office equipment 3 - 7 years Software 3 - 5 years Vehicles 5 years Leasehold improvements are amortized using the straight-line method over the shorter of the lease term or the estimated useful lives of the assets. Upon the retirement or disposition of property and equipment, the related cost and accumulated depreciation is removed and a gain or loss is recorded within the general and administrative expense in the consolidated statements of income (loss). Repairs and maintenance costs are expensed in the period incurred. |
Leases | Leases In accordance with Accounting Standard Update (“ASU”) 2016-02, Leases (ASC 842) (“ASC 842”), leases are evaluated and classified as either operating or finance leases. The Company does not have any finance leases. The Company’s operating leases are included in operating lease assets, accounts payable and accrued liabilities, and rent liability on the consolidated balance sheets. Operating lease assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. As most of the Company’s leases do not provide an implicit rate, the Company uses its estimated incremental borrowing rate based on information available at the date of adoption or lease commencement or modification date, as applicable, in calculating the present value of its lease payments. The incremental borrowing rate is determined using the U.S. Treasury rate adjusted to account for the Company’s credit rating and the collateralized nature of operating leases. The operating lease asset also includes any lease payments made and excludes lease incentives and initial direct costs incurred. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for minimum lease payments is recognized on a straight-line method over the term of the lease. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company assesses potential impairment to its long-lived assets under ASC 360, Property and Equipment. The Company makes this assessment when there is evidence that events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. An impairment loss is recorded if the carrying amount of the long-lived asset is not recoverable. The carrying amount of a long-lived asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. Any required impairment loss is measured as the amount by which the carrying amount of a long-lived asset exceeds fair value and is recorded as a reduction in the carrying value of the related asset and an expense to operating results. The Company’s qualitative assessment indicated that no impairment in the Company’s long-lived assets is deemed necessary as of December 31, 2020. |
Goodwill and Other Intangible Assets | Goodwill and Indefinite-Lived Intangible Assets The Company tests goodwill and indefinite-lived intangible assets for impairment, testing annually in the third quarter of each fiscal year, or more frequently if events and circumstances warrant. Under ASC 350, Intangibles - Goodwill and Other, to evaluate the impairment of goodwill, the Company first assesses qualitative factors, such as deterioration in general economic conditions or negative company financial performance, to determine whether it is more-likely-than-not that the fair value of a reporting unit is less than its carrying amount. To evaluate the impairment of the indefinite-lived intangible assets, the Company assesses the fair value of the assets to determine whether they were greater or less than the carrying values. Determining the fair value of indefinite-lived intangible assets is judgmental in nature and involves the use of significant estimates and assumptions. These estimates and assumptions are inherently uncertain and may include such items as growth rates used to calculate projected future cash flows, risk-adjusted discount rates, future economic and market conditions, and a determination of appropriate market comparables. The Company has three distinct reporting units including (i) Zovio, (ii) Fullstack and (iii) TutorMe. During the third quarter of 2020, the Company’s qualitative assessment of goodwill and indefinite-lived intangible assets noted no impairment indicators in any of the reporting units. Additionally, during the third quarter of 2020, our quantitative assessment of goodwill and indefinite-lived intangible assets noted no impairment indicators in the Fullstack reporting unit, and noted a material amount of fair value in excess of the carrying amount at that time. The Company’s assessment of goodwill and indefinite-lived intangible assets during the fourth quarter of fiscal 2020 resulted in no impairment of its indefinite-lived intangibles. The Company also has definite-lived intangible assets, which primarily consist of purchased intangibles and capitalized curriculum development costs. The definite-lived intangible assets are recognized at cost less accumulated amortization. Amortization is computed using the straight-line method based on estimated useful lives of the related assets. |
Revenue and Deferred Revenue | Revenue, Other Revenue and Deferred Revenue Revenues are recognized when control of the promised goods or services are transferred, in an amount that reflects the consideration the Company expects to be entitled in exchange for those goods or services. Determining whether a valid customer contract exists includes an assessment of whether amounts due under the contract are collectible. The Company performs this assessment at the beginning of every contract and subsequently thereafter if new information indicates there has been a significant change in facts and circumstances. On December 1, 2020, the Company entered into the Services Agreement with Global Campus whereby the Company will provide certain educational technology and support services, which has an initial term of fifteen years, subject to renewal options and certain early termination provisions. The amounts earned from the Services Agreement are within the scope of ASC 606, Revenue from Contracts with Customers (“ASC 606”), are denoted as revenue on the consolidated statements of income (loss). On December 1, 2020, the Company also entered into a transition services agreement with Global Campus whereby the Company will provide certain temporary transition services (the “Transition Services Agreement”), which has a term of three years. The amounts earned from the Transition Services Agreement are denoted as other revenue on the consolidated statements of income (loss). The Services Agreement has a single performance obligation, as the promises to provide the identified services are not distinct within the context of these agreements. The single performance obligation constitutes a series of distinct services as the customer benefits as services are provided. Service revenue is recognized over time using the input method cost. The input method provides a faithful depiction of the performance toward complete satisfaction of the performance obligation and can be tied to the direct cost incurred. The service fees received over the term of the agreement are variable in nature in that they are dependent upon the number of students attending the university and revenues generated from those students during the service period. The service fees are subject to certain adjustments, including performance-based adjustments, minimum profit level adjustments, and excess direct cost adjustments. These adjustments are all variable in nature in that they depend upon the Company’s performance during each service period. The Company allocates variable consideration to the distinct increments of service to which it relates, as the variability is directly related to the Company’s effort to satisfy the distinct increments of service provided. This is consistent with the allocation objective in ASC 606. The Company meets the criteria in the standard and exercises the practical expedient to not disclose the aggregate amount of the transaction price allocated to the single performance obligation that is unsatisfied as of the end of the reporting period. The Company does not disclose the value of unsatisfied performance obligations because the variable consideration is allocated entirely to a wholly unsatisfied promise to transfer a service that forms part of a single performance obligation. Prior to December 1, 2020, the majority of the amounts earned by the Company were from tuition, technology fees, and digital materials related to students whose primary funding source is governmental funding. The amounts earned from these streams are denoted as university-related revenue on the consolidated statements of income (loss). Tuition represents amounts charged for course instruction, and technology fees represent amounts charged for the students’ use of the technology platform on which course instruction is delivered. Digital materials fees represent amounts charged for the digital textbooks that accompany the majority of courses taught at the Company’s institution. The majority of tuition and technology fees are recognized as revenue as control of the services is transferred to the student, which occurs over the applicable period of instruction. Similarly, the majority of digital materials fees are recognized as revenue when control of the product has been transferred to the student, which occurs when the student is granted unrestricted access to the digital textbook, generally, on the first day of the course. Revenue generated from students within the conditional admission period is deferred and recognized when the student matriculates into the institution, which occurs in the fourth week of the course. The Company’s contracts with students generally include multiple performance obligations, which it identifies by assessing whether each good and service promised in the contract is distinct. For each distinct performance obligation, the Company allocates the transaction price, including fixed and variable consideration, on the basis of the relative standalone selling prices of each good and service in the contract, which is determined using observable prices. The Company’s institutions’ online students generally enroll in a program that encompasses a series of five to six-week courses that are taken consecutively over the length of the program. With the exception of those students under conditional admission and students enrolled under the Corporate Full Tuition Grant (“FTG”) program, online students are billed on a payment period basis on the first day of a course. Students under conditional admission are billed for the payment period upon matriculation. If a student’s attendance in a class precedes the receipt of cash from the student’s source of funding, the Company establishes an account receivable and corresponding deferred revenue in the amount of the tuition due for that payment period. Cash received either directly from the student or from the student’s source of funding reduces the balance of accounts receivable due from the student. Financial aid from sources such as the federal government’s Title IV programs pertains to the online student’s award year and is generally divided into two disbursement periods. As such, each disbursement period may contain funding for up to four courses. Financial aid disbursements are typically received during the online student’s attendance in the first or second course. Since the majority of disbursements cover more courses than for which a student is currently enrolled, the amount received in excess effectively represents a prepayment from the online student for up to four courses. At the end of each accounting period, the deferred revenue and related account receivable balances are reduced to present amounts attributable to the current course. In certain cases, the University provided scholarships to students who qualify under various programs. These scholarships are recognized as direct reductions of revenue consistent with the timing of recognition associated with the related performance obligations. Also, for some customers, the Company does not expect to collect 100% of the consideration to which it is contractually entitled and, as a result, those customers may receive discounts or price adjustments that, based on historical Company practice, represent implied price concessions and are accounted for as variable consideration. The majority of these price concessions relate to amounts charged to students for goods and services, which management has determined will not be covered by the student’s primary funding source (generally, government aid) and, as a result, the student will become directly financially responsible for them. The reduction in the transaction price that results from this estimate of variable consideration reflects the amount the Company does not expect to be entitled to in exchange for the goods and services it will transfer to the students, as determined using historical experience and current factors, and includes performing a constraint analysis. These estimates of variable consideration are recorded as direct reductions of revenue consistent with the timing of recognition associated with the related performance obligation. A portion of university-related revenue is generated from contracts with students enrolled under the corporate FTG program, which is a 12-month grant that, when combined with a corporate partner’s annual tuition assistance program, enables eligible students to earn their degree without incurring student loan debt. Students enrolled under this program are eligible to take up to ten undergraduate or eight graduate courses per 12-month grant period and must first utilize 100% of the funds awarded under their employer’s annual tuition assistance program before they can be awarded the FTG. The Company uses certain key assumptions to calculate revenue under the FTG program including the average number of courses students are expected to take over the 12-month grant period, the average number of replacement courses students will receive for failed courses, and the estimate for revenues other than tuition and technology fees. The grants awarded under the FTG program are considered a material right, and, as such, the Company records a deferred revenue for a portion of the consideration received under these contracts. The standalone selling price of the material right is determined based on the observable standalone selling price of the courses. The transaction price in each FTG contract is allocated to all courses in the 12-month grant period on a relative standalone selling price basis. The deferred revenue is recognized as University-related revenue at the earlier of satisfaction of the future obligation, when the student drops from the university, or contract termination. There are no material differences between the timing of the products and services transferred and the payment terms. Deferred revenue consists of cash payments that are received or due in advance of performance as well as deferrals associated with certain contracts that include a material right. For the majority of the Company’s customers, payment for products and services is due at the beginning of each course. Billing of products and services transferred under a FTG student contract generally occurs after the conclusion of a course. Under special circumstances, some customers may be offered non-interest bearing payment plan arrangements that can extend for up to a maximum of three years. These payment plan arrangements give rise to significant financing components. However, since the Company historically collects substantially all the consideration to which it expects to be entitled under such payment plans within one year or less, the impact of these significant financing components is not material to any period presented. |
Workers Compensation | Workers' Compensation The Company records a gross liability for estimated workers’ compensation claims, incurred but not yet reported, as of each balance sheet date. The Company also records the gross insurance recoverable due for individual claim amounts. This is recorded as an other asset and as an equal accrued liability. The stop-loss premium is determined annually, but invoiced and paid on a quarterly basis. The related insurance premiums are expensed ratably over the coverage period. |
Income Taxes | Income Taxes The Company accounts for its income taxes using the asset-liability method whereby deferred tax assets and liabilities are determined based on temporary differences between the bases used for financial reporting and income tax reporting purposes. Deferred income taxes are provided based on the enacted tax rates expected to be in effect at the time such temporary differences are expected to reverse. A valuation allowance is provided for deferred tax assets if it is more-likely-than-not that the Company will not realize those tax assets through future operations. The Company evaluates and accounts for uncertain tax positions using a two-step approach. Recognition (step one) occurs when the Company concludes that a tax position, based solely on its technical merits, is more-likely-than-not to be sustained upon examination. Measurement (step two) determines the amount of benefit that is greater than 50% likely to be realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information. Derecognition of a tax position that was previously recognized would occur when the Company subsequently determines that a tax position no longer meets the more-likely-than-not threshold of being sustained. |
Stock-Based Compensation | Stock-Based Compensation Stock-based compensation expense is measured at the grant date fair value of the award and is expensed over the vesting period. The fair value of the Company’s restricted stock units (“RSUs”) is based on the market price of the Company’s common stock on the date of grant. The Company estimates the fair value of stock options on the grant date using the Black-Scholes option pricing model. The Company estimates the fair value of its performance stock units (“PSUs”) on the grant date using a Monte Carlo simulation model. Determining the fair value of stock-based awards at the grant date under these models requires judgment, including estimating volatility, employee stock option exercise behaviors and forfeiture rates. The assumptions used in calculating the fair value of stock-based awards represent the Company’s best estimates, but these estimates involve inherent uncertainties and the application of management judgment. The amount of stock-based compensation expense recognized during a period is based on the portion of the awards that are ultimately expected to vest. The Company estimates award forfeitures at the time of grant and revises those estimates in subsequent periods if actual forfeitures differ from those estimates. The Company’s equity incentive plans require that stock option awards have an exercise price that equals or exceeds the closing price of the Company’s common stock on the date of grant. Stock-based compensation expense for stock-based awards is recorded in the consolidated statements of income (loss), net of estimated forfeitures, using the graded-vesting method over the requisite service periods of the respective stock awards. The requisite service period is generally the period over which an employee is required to provide service to the Company in exchange for the award. |
Admissions Advisory and Marketing | Marketing and Communication Marketing and communication costs consist primarily of lead acquisition, digital communication strategies, brand identity advertising, media planning and strategy, video, data science and analysis, marketing to potential students and other promotional and communication services. These costs were previously components of admissions advisory and marketing, as well as some general and administrative. This expense category includes salaries, benefits and share-based compensation for marketing and communication personnel, brand advertising, marketing leads and other promotional and communication expenses. This category also includes an allocation of depreciation, amortization, human resources, rent, and occupancy costs attributable to the provision of these services. Advertising costs are expensed as incurred. Advertising costs were $70.2 million and $74.1 million for the years ended December 31, 2020 and 2019, respectively. |
General and Administrative | General and Administrative General and administrative costs consist primarily of compensation and benefit costs (including related stock-based compensation) for employees engaged in corporate management, finance, compliance, and other corporate functions. This category also includes an allocation of depreciation, amortization, human resources, rent, and occupancy costs attributable to the provision of these services. |
Restructuring and Impairment Charges | Restructuring and Impairment ChargesRestructuring and impairment expenses are primarily comprised of (i) charges related to the write off and impairment of certain assets, (ii) severance costs related to headcount reductions made in connection with restructuring plans and (ii) estimated lease losses related to facilities vacated or consolidated under restructuring plans |
Income (Loss) Per Share | Income (Loss) Per Share Basic income per common share is calculated by dividing net income available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted income per common share is calculated by dividing net income available to common stockholders by the sum of (i) the weighted average number of common shares outstanding during the period and (ii) potentially dilutive securities outstanding during the period, if the effect is dilutive. Potentially dilutive common shares consist of incremental shares of common stock issuable upon the exercise of the stock options and upon the settlement of RSUs and PSUs. |
Segment Information | Segment Information Prior to December 1, 2020, the Company operated in one segment for reporting purposes. Following the Sale Transaction on December 1, 2020, the Company now operates in two reportable segments, including the University Partners Segment and the Zovio Growth Segment. The Company’s reportable segments are determined based on (i) financial information reviewed by the chief operating decision maker, the Chief Executive Officer (“CEO”), (ii) internal management and related reporting structure, and (iii) the basis upon which the CEO makes resource allocation decisions. The Company’s University Partners Segment includes the technology and services provided to colleges and universities to enable the online delivery of degree programs. The inaugural partner in the University Partners Segment is Global Campus. The University Partners Segment also includes the tuition revenue related to the University prior to the Sale Transaction on December 1, 2020. The Company’s Zovio Growth Segment includes our other subsidiaries, including Fullstack and TutorMe. For additional information on segments, see Note 23, “Segment Information.” |
Comprehensive Income | Comprehensive Income (Loss) The Company has no components of other comprehensive income (loss), and therefore, comprehensive loss equals net loss. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). 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. Organizations are now required to 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 beginning after December 15, 2019, including interim periods within those fiscal years. The Company adopted this standard on January 1, 2020, and the adoption of ASU 2016-13 did not have a material impact on the Company’s consolidated financial statements. |
Debt, Policy | Notes PayableThe fair value of the Company’s outstanding notes payable is estimated using the net present value of the payments, discounted at an interest rate that is consistent with market interest rates. The Company entered into a contract whereby its counterparty advanced funds to the Company for certain program development costs, which the Company is obligated to repay out of future revenues from the developed program. The Company recognized these advances as a debt obligation, and expects to begin repayments from future program revenues four years from the contract start date. |
TechnologyAndAcademicServices | Technology and Academic Services Technology and academic services costs consist primarily of costs related to ongoing maintenance of educational infrastructure, including online course delivery and management, student records, assessment, customer relations management and other internal administrative systems. These costs were previously components of instructional costs and services, as well as general and administrative. This also includes costs to provide support for curriculum and new program development, support for faculty training and development, technical support and assistance with state compliance. This expense category includes salaries, benefits and share-based compensation, information technology costs, curriculum and new program development costs (which are expensed as incurred) and other costs associated with these support services. This category also includes an allocation of depreciation, amortization, human resources, rent, and occupancy costs attributable to the provision of these services. |
CounselingServicesAndSupport | Counseling Services and Support Counseling services and support costs consist primarily of costs including team-based counseling and other support to prospective and current students as well as financial aid processing. These costs were previously components of instructional costs and services, admissions advisory and marketing, as well as general and administrative. This expense category includes salaries, benefits and share-based compensation, and other costs such as dues, fees and subscriptions and travel costs. This category also includes an allocation of depreciation, amortization, human resources, rent, and occupancy costs attributable to the provision of these services. |
UniversityRelatedExpenses | University-Related Expenses University-related expenses represent those costs that were transferred to University of Arizona Global Campus in the Transaction and that are no longer incurred by the Company. These costs were previously primarily components of instructional costs and services, with some costs from admissions advisory and marketing and some general and administrative, including instructor fees and other Ashford employee costs, student related bad debt expense, license fees for licenses transferred to Global Campus and other costs. |
Loss on Transaction | Loss on Transaction Loss on transaction amount represents the net assets transferred in the Sale Transaction, as well as other transaction-related expenses and costs to sell. The loss on transaction is recorded in the consolidated statements of income (loss). The Company recorded a loss on transaction of $54.8 million at closing, which is comprised of $50.4 million of net assets loss, as well as $4.5 million of other transaction-related expenses and costs to sell. The net asset loss includes $62.3 million of cash and cash equivalents transferred to Global Campus on the date of the transaction. All assets transferred to Global Campus were previously included in the University Partners segment. The following are the components of the loss on transaction: Cash and cash equivalents $ 62,325 Accounts receivable, net of allowance for credit losses 31,247 Prepaid expenses and other current assets 1,014 Property and equipment, net 15 Intangibles, net 7,669 Other long-term assets 1,539 Total assets transferred 103,809 Accounts payable and accrued liabilities 1,051 Deferred revenue and student deposits 48,901 Less: total liabilities transferred 49,952 Plus: other transaction-related expenses and costs to sell 4,546 Less: net asset adjustment 3,606 Loss on transaction $ 54,797 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Schedule of Cash, Cash Equivalents and Restricted Cash | As of December 31, 2020 2019 Cash and cash equivalents $ 35,462 $ 69,280 Restricted cash, current 20,035 23,257 Total cash, cash equivalents and restricted cash $ 55,497 $ 92,537 |
Disclosure of Long Lived Assets Held-for-sale | The following are the components of the loss on transaction: Cash and cash equivalents $ 62,325 Accounts receivable, net of allowance for credit losses 31,247 Prepaid expenses and other current assets 1,014 Property and equipment, net 15 Intangibles, net 7,669 Other long-term assets 1,539 Total assets transferred 103,809 Accounts payable and accrued liabilities 1,051 Deferred revenue and student deposits 48,901 Less: total liabilities transferred 49,952 Plus: other transaction-related expenses and costs to sell 4,546 Less: net asset adjustment 3,606 Loss on transaction $ 54,797 |
Business Combinations (Tables)
Business Combinations (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Business Acquisition [Line Items] | |
Business Acquisition, Pro Forma Information [Table Text Block] | The following table presents unaudited pro forma financial information for the year ended December 31, 2019, as if all acquisitions had been included in the company’s results as of January 1, 2019 (in thousands, except per share amounts): 2019 Revenue and other revenue $ 421,390 Net loss $ (56,661) Basic loss per share $ (1.92) Diluted loss per share $ (1.92) |
Fullstack Academy [Domain] | |
Business Acquisition [Line Items] | |
Schedule of Business Acquisitions, by Acquisition | The following table summarizes the purchase price, as well as the final allocation of the purchase price relating to the assets and liabilities purchased (in thousands): Cash consideration for acquired assets $ 17,743 Fair value of equity 12,336 Fair value of contingent consideration payable 3,250 Total purchase price $ 33,329 Purchase Price Allocation: Cash and cash equivalents $ 585 Accounts receivable 5,604 Prepaid and other assets 665 Property and equipment 167 Operating lease assets 1,297 Intangible assets 11,605 Other long-term assets 20 Accounts payable and accrued liabilities (496) Deferred revenue (2,350) Long-term liabilities (1,297) Total identifiable net assets acquired $ 15,800 Deferred tax liability (2,166) Goodwill 19,695 Total purchase consideration $ 33,329 |
TutorMe [Domain] [Domain] | |
Business Acquisition [Line Items] | |
Schedule of Business Acquisitions, by Acquisition | The following table summarizes the purchase price, as well as the final allocation of the purchase price relating to the assets and liabilities purchased (in thousands): Cash consideration for acquired assets $ 3,028 Fair value of equity 2,026 Total purchase price $ 5,054 Purchase Price Allocation: Cash and cash equivalents $ 214 Accounts receivable 46 Intangible assets 1,730 Accounts payable and accrued liabilities (35) Deferred revenue (200) Long-term liabilities (3) Total identifiable net assets acquired $ 1,752 Deferred tax liability (260) Goodwill 3,562 Total purchase consideration $ 5,054 |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Revenue Recognition [Abstract] | |
Disaggregation of revenue | The following table presents the Company’s net revenue disaggregated based on the revenue source (in thousands): Year Ended December 31, 2020 2019 Tuition revenue, net $ 344,804 $ 379,896 Digital materials revenue, net 21,258 24,211 Technology fee revenue, net 9,424 11,772 Miscellaneous other (1) 1,770 1,916 Strategic services revenue 18,881 — Transition services income 984 — Revenue and other revenue $ 397,121 $ 417,795 (1) Primarily consists of revenues generated from graduation fees, transcript fees, and other miscellaneous services. The following table presents the Company’s net revenue disaggregated based on the timing of revenue recognition (in thousands): Year Ended December 31, 2020 2019 Over time, over period of service $ 326,302 $ 342,918 Over time, full tuition grant (1) 50,769 51,868 Point in time (2) 20,050 23,009 Revenue and other revenue $ 397,121 $ 417,795 (1) Represents revenue generated from the corporate FTG program. (2) Represents revenue generated from digital textbooks and other miscellaneous fees. |
Deferred Revenue and Student Deposits | Deferred revenue and student deposits consists of the following (in thousands): As of December 31, 2020 2019 Deferred revenue $ 7,477 $ 23,356 Student deposits 613 31,928 Total deferred revenue and student deposits $ 8,090 $ 55,284 |
Deferred revenue of Company's contracts with customers | Below are the opening and closing balances of deferred revenue from the Company’s contracts with customers (in thousands): 2020 2019 Opening balance, January 1 $ 23,356 $ 21,768 Closing balance, December 31 7,477 23,356 Increase (Decrease) $ (15,879) $ 1,588 |
Restructuring and Impairment _2
Restructuring and Impairment Charges (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Related Costs | The following table summarizes the amounts recorded in the restructuring and impairment charges line item on the Company’s consolidated statements of income (loss) for each of the periods presented (in thousands): Year Ended December 31, 2020 2019 Asset impairment $ — $ 670 Student transfer agreement costs (credits) — (171) Severance costs 3,004 18,667 Lease exit and other costs 1,839 2,299 Total restructuring and impairment charges $ 4,843 $ 21,465 |
Schedule of Restructuring Reserve | The following table summarizes the changes in the Company’s restructuring liability by type during the following periods indicated (in thousands): Asset Impairment Student Transfer Costs Severance Costs Lease Exit and Other Costs Total Balance at December 31, 2018 $ — $ 1,503 $ 267 $ 2,864 $ 4,634 Restructuring and impairment charges 670 (171) 18,667 2,299 21,465 Payments — (36) (10,933) (1,717) (12,686) Non-cash transaction (670) — — (2,470) (3,140) Balance at December 31, 2019 — 1,296 8,001 976 10,273 Restructuring and impairment charges — — 3,004 1,839 4,843 Payments — (14) (10,263) (841) (11,118) Balance at December 31, 2020 $ — $ 1,282 $ 742 $ 1,974 $ 3,998 |
Investments (Tables)
Investments (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value Information of Short and Long-term Investments | The following tables summarize the fair value information as of December 31, 2020 and 2019, respectively (in thousands): December 31, 2020 Level 1 Level 2 Level 3 Total Mutual funds $ 1,515 $ — $ — $ 1,515 December 31, 2019 Level 1 Level 2 Level 3 Total Mutual funds $ 2,502 $ — $ — $ 2,502 Contingent consideration $ — $ — $ 3,150 $ 3,150 |
Accounts Receivable, Net (Table
Accounts Receivable, Net (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Receivables [Abstract] | |
Accounts Receivable | Accounts receivable, net, consists of the following (in thousands): As of December 31, 2020 2019 Accounts receivable $ 8,420 $ 48,663 Less allowance for credit losses 1,216 13,712 Accounts receivable, net $ 7,204 $ 34,951 |
Prepaid Expense and Other Cur_2
Prepaid Expense and Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets consists of the following (in thousands): As of December 31, 2020 2019 Prepaid expenses $ 3,027 $ 4,593 Prepaid licenses 1,371 2,794 Prepaid income taxes 48 18 Income tax receivable 1,644 1,695 Prepaid insurance 1,127 995 Insurance recoverable 404 670 Other current assets (1) 4,996 9,759 Total prepaid expenses and other current assets $ 12,617 $ 20,524 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and equipment are recognized at cost less accumulated depreciation. Depreciation is computed using the straight-line method based on estimated useful lives of the related assets as follows: Furniture and office equipment 3 - 7 years Software 3 - 5 years Vehicles 5 years Property and equipment, net, consists of the following (in thousands): As of December 31, 2020 2019 Furniture and office equipment $ 36,146 $ 43,579 Software 7,512 7,381 Leasehold improvements 16,325 19,973 Vehicles 22 22 Total property and equipment 60,005 70,955 Less accumulated depreciation and amortization (29,430) (36,661) Total property and equipment, net $ 30,575 $ 34,294 |
Goodwill and Intangibles, Net (
Goodwill and Intangibles, Net (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangibles, Net | Goodwill and intangibles, net, consists of the following (in thousands): December 31, 2020 Definite-lived intangible assets: Gross Carrying Amount Accumulated Amortization Net Carrying Amount Capitalized curriculum costs $ 13,745 $ (12,644) $ 1,101 Purchased intangible assets 14,185 (6,677) 7,508 Total definite-lived intangible assets $ 27,930 $ (19,321) $ 8,609 Goodwill 23,176 Total goodwill and intangibles, net $ 31,785 December 31, 2019 Definite-lived intangible assets: Gross Carrying Amount Accumulated Amortization Net Carrying Amount Capitalized curriculum costs $ 21,273 $ (19,667) $ 1,606 Purchased intangible assets 29,185 (10,950) 18,235 Total definite-lived intangible assets $ 50,458 $ (30,617) $ 19,841 Goodwill and indefinite-lived intangibles 24,578 Total goodwill and intangibles, net $ 44,419 |
Summary of 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, 2021 $ 2,969 2022 2,362 2023 2,192 2024 644 2025 104 Thereafter 338 Total future amortization expense $ 8,609 |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Accrued Liabilities [Abstract] | |
Accrued Liabilities | Accounts payable and accrued liabilities consists of the following (in thousands): As of December 31, 2020 2019 Accounts payable $ 11,246 $ 6,603 Accrued salaries and wages 6,149 11,872 Accrued bonus 11,428 6,560 Accrued vacation 3,369 5,123 Accrued litigation and fees 8,341 8,041 Accrued expenses 13,689 20,140 Current leases payable 6,934 7,875 Accrued insurance liability 1,537 1,946 Total accounts payable and accrued liabilities $ 62,693 $ 68,160 |
Other Long-Term Liabilities (Ta
Other Long-Term Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Liabilities, Other than Long-term Debt, Noncurrent [Abstract] | |
Schedule of Other Long-Term Liabilities | Other long-term liabilities consists of the following (in thousands): As of December 31, 2020 2019 Uncertain tax positions $ 28 $ 102 Notes payable 2,981 — Other long-term liabilities 4,172 2,095 Contingent consideration — 3,150 Total other long-term liabilities $ 7,181 $ 5,347 |
Lease Obligations (Tables)
Lease Obligations (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Leases [Abstract] | |
Lease, Cost | The following table represents the classification and amounts allocated to the various expense line items on the consolidated statements of income (loss) for the year ended December 31, 2020 (in thousands): Operating lease costs $ 10,644 Short-term lease cost 1,130 Variable lease costs (1) 1,434 Less: Sub-lease income (1,900) Total net lease costs $ 11,308 (1) Variable components of the lease payments such as utilities, taxes and insurance, parking and maintenance costs. Weighted-average remaining lease term (in years): Operating leases 7.7 years Weighted-average discount rate: Operating leases 7.4 % The following table represents the cash flow information of operating leases for the year ended December 31, 2020 (in thousands): Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 10,751 |
Lessee, Operating Lease, Liability, Maturity | The following table represents the maturities of lease liabilities, a portion of which is recorded in accounts payable and accrued liabilities, as well as rent liability on the consolidated balance sheet as of December 31, 2020, (in thousands): 2021 $ 8,847 2022 5,400 2023 3,831 2024 3,538 2025 3,077 Thereafter 17,146 Total minimum payments 41,839 Less: Interest (1) (10,865) Total net lease liabilities $ 30,974 (1) Calculated using an appropriate interest rate for each individual lease. See the weighted-average discount rate noted below. |
Income (Loss) Per Share (Tables
Income (Loss) Per Share (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Earnings Per Share [Abstract] | |
Computation of Basic and Diluted Earnings Per Common Share | The following table sets forth the computation of basic and diluted loss per share for the periods indicated (in thousands, except per share data): Year Ended December 31, 2020 2019 Numerator: Net loss $ (48,952) $ (54,812) Denominator: Weighted average number of common shares outstanding 31,959 29,492 Effect of dilutive options and stock units — — Diluted weighted average number of common shares outstanding 31,959 29,492 Loss per share: Basic $ (1.53) $ (1.86) Diluted $ (1.53) $ (1.86) |
Antidilutive Securities | The following table sets forth the number of stock options, RSUs and PSUs excluded from the computation of diluted loss per share for the periods indicated because their effect was anti-dilutive (in thousands): Year Ended December 31, 2020 2019 Stock options 1,757 1,955 Stock units and contingent consideration 1,112 2,141 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Summary of Stock Option Activity | The following table presents a summary of stock option activity during the periods indicated (in thousands, except for exercise prices and contractual terms): Options Weighted- Weighted- Aggregate December 31, 2018 1,972 $ 15.19 4.49 $ 4 Granted 231 $ 0.36 Exercised (6) $ 9.43 Forfeitures and expired (189) $ 16.09 December 31, 2019 2,008 $ 13.42 4.16 $ 393 Granted — $ — Exercised (22) $ 0.36 Forfeitures and expired (361) $ 17.54 December 31, 2020 1,625 $ 12.68 3.63 $ 918 Vested and expected to vest at December 31, 2020 1,625 $ 12.68 3.63 $ 918 Exercisable at December 31, 2020 1,610 $ 12.70 3.60 $ 918 |
Summary of Assumptions Used for Options Granted | Below is a summary of the assumptions used for the stock options granted during the year ended December 31, 2019: 2019 Weighted average exercise price per share $ 0.36 Risk-free interest rate 2.4 % Expected dividend yield — Expected volatility 48.5 % Expected life (in years) 5.75 Forfeiture rate 13.0 % Weighted average grant date fair value per share $ 4.28 |
Schedule of Share-based Payment Award, Equity Instruments Other than Options, Valuation Assumptions [Table Text Block] [Table Text Block] | The weighted-average assumptions for the PSU awards during the year ended December 31, 2019 subject to earning based on the achievement of a market-based measure are noted in the following table: 2019 Grant price per share $ 5.77 Risk-free interest rate 2.1 % Expected dividend yield — Historical volatility 57.4 % Expected life (in years) 3 Forfeiture rate 13.0 % Weighted average grant date fair value per share $ 7.78 |
Summary of Restricted Stock Units Activity | A summary of the RSU and PSU activity and related information is as follows (in thousands, except for exercise prices and contractual terms): Restricted Stock Units and Performance Stock Units Time-Based RSU Performance-Based PSU Market-Based PSU Number of Shares Weighted Average Number of Shares Weighted Average Number of Shares Weighted Average Balance at December 31, 2018 1,440 $ 8.22 164 $ 9.86 670 $ 6.69 Awarded 1,565 $ 5.00 — — 845 $ 6.01 Vested (461) $ 13.78 — — — — Canceled (239) $ 7.05 (164) $ 9.86 (445) $ 5.23 Balance at December 31, 2019 2,305 $ 5.04 — $ — 1,070 $ 6.76 Awarded 1,470 $ 2.27 1,059 $ 2.19 — $ — Vested (911) $ 9.67 — — — — Canceled (570) $ 5.14 (43) $ 2.18 (337) $ 7.79 Balance at December 31, 2020 2,295 $ 1.40 1,017 $ 2.19 733 $ 6.28 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Components of Income Tax Expense | The components of income tax expense (benefit) are as follows (in thousands): Year Ended December 31, 2020 2019 Current: Federal $ (13,238) $ 1,603 State 284 7 Foreign 5 — (12,949) 1,610 Deferred: Federal (56) (2,104) State (63) (276) (119) (2,380) Total $ (13,068) $ (770) |
Schedule of Deferred Tax Assets and Liabilities | Deferred income tax balances reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities and their tax bases and are stated at enacted tax rates expected to be in effect when taxes are paid or recovered. Significant components of the Company’s deferred tax assets and liabilities and balance sheet classifications are as follows (in thousands): As of December 31, 2020 2019 Deferred tax assets: Net operating loss $ 22,662 $ 16,468 Bad debt 303 2,022 Vacation accrual 673 1,204 Stock-based compensation 3,869 6,219 Operating lease liabilities 7,746 7,303 Bonus accrual 2,476 1,072 Accrued expenses 4,333 3,450 Other 1,258 1,041 Total deferred tax assets 43,320 38,779 Valuation allowance (37,375) (31,677) Net deferred tax assets 5,945 7,102 Deferred tax liabilities: Fixed assets and intangibles (704) (2,119) Indefinite-lived intangibles — (344) Operating lease assets (5,045) (4,603) Other (196) (155) Total deferred tax liabilities (5,945) (7,221) Total net deferred tax assets (liabilities) $ — $ (119) |
Schedule of Income Tax Rate Reconciliation | reconciliation of the income tax benefit computed using the federal statutory tax rate of 21% and the Company’s provision for income taxes (in thousands): Year Ended December 31, 2020 2019 Computed expected federal tax expense $ (13,024) 21.0 % $ (11,673) 21.0 % State taxes, net of federal benefit (2,476) 4.0 (1,349) 2.4 Permanent differences 436 (0.7) 1,685 (3.0) Uncertain tax positions (618) 1.0 (292) 0.5 Stock compensation 1,388 (2.2) 1,189 (2.1) Federal tax rate change on NOL carryback (4,908) 7.9 — — Domestic production activities — — 1,739 (3.1) Valuation allowance 5,698 (9.2) 8,074 (14.5) Other 436 (0.7) (143) 0.2 Income tax benefit $ (13,068) 21.1 % $ (770) 1.4 % |
Summary of Unrecognized Tax Benefits | beginning and ending amount of unrecognized tax benefits (in thousands): Year Ended December 31, 2020 2019 Unrecognized tax benefits at beginning of period $ 2,128 $ 885 Gross increases - tax positions in prior period — 1,371 Gross decreases - tax positions in prior period (1,661) — Gross increases - current period tax positions — — Settlements (400) — Lapse of statute of limitations (49) (128) Unrecognized tax benefits at end of period $ 18 $ 2,128 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | The following table summarizes financial information regarding each reportable segment’s results of operations for the periods presented (in thousands): Year Ended December 31, 2020 2019 Revenue by segment University Partners Segment $ 376,220 $ 407,594 Zovio Growth Segment 20,901 10,201 Total revenue and other revenue $ 397,121 $ 417,795 Segment profitability University Partners Segment $ (41,182) $ (30,331) Zovio Growth Segment (9,315) (15,932) Total segment profitability(1) $ (50,497) $ (46,263) |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Cash, Cash Equivalents and Restricted Cash) (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Cash, cash equivalents and restricted cash [Abstract] | |||
Cash and cash equivalents | $ 35,462 | $ 69,280 | |
Restricted Cash and Cash Equivalents, Current | 20,035 | 23,257 | |
Total cash, cash equivalents and restricted cash | $ 55,497 | $ 92,537 | $ 190,584 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Narrative) (Details) $ in Thousands | Dec. 01, 2020USD ($) | Dec. 31, 2020USD ($)disbursementcoursesegment | Dec. 31, 2019USD ($) |
Financing Receivable, Impaired [Line Items] | |||
Deferred compensation, maximum employee contribution, percentage of regular compensation | 80.00% | ||
Deferred compensation, maximum employee contribution, percentage of incentive compensation | 100.00% | ||
Deferred compensation, requisite service period | 4 years | ||
Company obligations under deferred compensation plan | $ 1,400 | $ 1,800 | |
Number of disbursement periods for financial aid | disbursement | 2 | ||
Advertising costs | $ 70,200 | 74,100 | |
Number of reportable segments | segment | 2 | ||
Fair Value, Measured on Recurring Basis, Gain (Loss) Included in Earnings [Line Items] | |||
Gain (Loss) on Disposition of Assets | $ 54,797 | ||
Maximum | |||
Financing Receivable, Impaired [Line Items] | |||
Number of courses covered by each disbursement | course | 4 | ||
Cash and Cash Equivalents [Member] | |||
Fair Value, Measured on Recurring Basis, Gain (Loss) Included in Earnings [Line Items] | |||
Gain (Loss) on Disposition of Assets | 62,325 | ||
Accounts Receivable [Member] | |||
Fair Value, Measured on Recurring Basis, Gain (Loss) Included in Earnings [Line Items] | |||
Gain (Loss) on Disposition of Assets | 31,247 | ||
Prepaid Expenses and Other Current Assets | |||
Fair Value, Measured on Recurring Basis, Gain (Loss) Included in Earnings [Line Items] | |||
Gain (Loss) on Disposition of Assets | 1,014 | ||
Property, Plant and Equipment | |||
Fair Value, Measured on Recurring Basis, Gain (Loss) Included in Earnings [Line Items] | |||
Gain (Loss) on Disposition of Assets | 15 | ||
Other Intangible Assets | |||
Fair Value, Measured on Recurring Basis, Gain (Loss) Included in Earnings [Line Items] | |||
Gain (Loss) on Disposition of Assets | 7,669 | ||
Other Assets | |||
Fair Value, Measured on Recurring Basis, Gain (Loss) Included in Earnings [Line Items] | |||
Gain (Loss) on Disposition of Assets | 1,539 | ||
Assets, Total | |||
Fair Value, Measured on Recurring Basis, Gain (Loss) Included in Earnings [Line Items] | |||
Gain (Loss) on Disposition of Assets | 103,809 | ||
Measurement Input, Cost to Sell [Member] | |||
Fair Value, Measured on Recurring Basis, Gain (Loss) Included in Earnings [Line Items] | |||
Gain (Loss) on Disposition of Assets | 4,546 | ||
Year-End Adjustment | |||
Fair Value, Measured on Recurring Basis, Gain (Loss) Included in Earnings [Line Items] | |||
Gain (Loss) on Disposition of Assets | 3,606 | ||
Accounts Payable and Accrued Liabilities | |||
Fair Value, Measured on Recurring Basis, Gain (Loss) Included in Earnings [Line Items] | |||
Gain (Loss) on Disposition of Assets | 1,051 | ||
Liabilities, Total | |||
Fair Value, Measured on Recurring Basis, Gain (Loss) Included in Earnings [Line Items] | |||
Gain (Loss) on Disposition of Assets | 49,952 | ||
Other Current Liabilities | |||
Fair Value, Measured on Recurring Basis, Gain (Loss) Included in Earnings [Line Items] | |||
Gain (Loss) on Disposition of Assets | 48,901 | ||
Variable Rate Demand Obligation [Member] | |||
Financing Receivable, Impaired [Line Items] | |||
Debt Securities, Trading, and Equity Securities, FV-NI | $ 1,515 | 2,502 | |
Sale of Subsidiary Gain (Loss) [Member] | |||
Fair Value, Measured on Recurring Basis, Gain (Loss) Included in Earnings [Line Items] | |||
Gain (Loss) on Disposition of Assets | 50,400 | ||
Measurement Input, Cost to Sell [Member] | |||
Fair Value, Measured on Recurring Basis, Gain (Loss) Included in Earnings [Line Items] | |||
Gain (Loss) on Disposition of Assets | 4,500 | ||
Cash and Cash Equivalents [Member] | |||
Fair Value, Measured on Recurring Basis, Gain (Loss) Included in Earnings [Line Items] | |||
Gain (Loss) on Disposition of Assets | $ 62,300 | ||
Level 1 | Variable Rate Demand Obligation [Member] | |||
Financing Receivable, Impaired [Line Items] | |||
Debt Securities, Trading, and Equity Securities, FV-NI | $ 1,515 | $ 2,502 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Property and Equipment) (Details) | 12 Months Ended |
Dec. 31, 2020 | |
Furniture and office equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, estimated useful lives | 3 years |
Furniture and office equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, estimated useful lives | 7 years |
Software | Minimum | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, estimated useful lives | 3 years |
Software | Maximum | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, estimated useful lives | 5 years |
Vehicles | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, estimated useful lives | 5 years |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies Summary of Significant Accounting Policies (Goodwill and Intangible Assets) (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Summary of Significant Accounting Policies [Abstract] | |
Impairment of Intangible Assets (Excluding Goodwill) | $ 0 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies Summary of Significant Accounting Policies (Recent Accounting Pronouncements) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Summary of Significant Accounting Policies [Abstract] | ||
Operating lease assets | $ 20,114 | $ 18,615 |
Accounts Receivable, after Allowance for Credit Loss, Current | 7,204 | 34,951 |
Operating Lease, Liability | 30,974 | |
Retained Earnings (Accumulated Deficit) | 326,319 | 375,180 |
Revenues | 397,121 | 417,795 |
Technology and academic services | 0 | |
Net Income (Loss) Attributable to Parent | (48,952) | (54,812) |
Accrued Rent | $ 6,934 | $ 7,875 |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies (Revenue and Deferred Revenue) (Details) | 12 Months Ended |
Dec. 31, 2020disbursementcourse | |
Deferred Revenue Arrangement [Line Items] | |
Number of disbursement periods for financial aid | disbursement | 2 |
Maximum | |
Deferred Revenue Arrangement [Line Items] | |
Number of courses covered by each disbursement | course | 4 |
Reclassifications (Details)
Reclassifications (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Reclassification [Line Items] | ||
TechnologyAndAcademicServices | $ 74,412 | $ 73,342 |
Counseling services and support | 96,996 | 110,256 |
Marketing Expense | 91,620 | 96,001 |
Technology and academic services | 0 | |
Counseling services and support | 0 | |
General and administrative | 47,352 | 56,840 |
Disposal Group, Including Discontinued Operation, Other Expense | 89,001 | 116,488 |
Restructuring Costs and Asset Impairment Charges | 4,843 | 21,465 |
Total costs and expenses | $ 459,021 | 474,392 |
Previously Reported [Member] | ||
Reclassification [Line Items] | ||
TechnologyAndAcademicServices | 0 | |
Counseling services and support | 0 | |
Marketing Expense | 0 | |
Technology and academic services | 209,730 | |
Counseling services and support | 170,791 | |
General and administrative | 72,406 | |
Disposal Group, Including Discontinued Operation, Other Expense | 0 | |
Restructuring Costs and Asset Impairment Charges | 21,465 | |
Total costs and expenses | $ 474,392 |
Business Combinations (Details)
Business Combinations (Details) - USD ($) | Dec. 01, 2020 | Apr. 03, 2019 | Apr. 01, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Mar. 31, 2019 |
Business Acquisition [Line Items] | ||||||
Assets | $ 161,306,000 | $ 250,138,000 | ||||
Revenues | 397,121,000 | 417,795,000 | ||||
Operating Income (Loss) | (61,900,000) | (56,597,000) | ||||
Net Income (Loss) Attributable to Parent | (48,952,000) | (54,812,000) | ||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | 1,245,000 | |||||
Consideration for acquisition in accounts payable and accrued liabilities | $ 0 | 441,000 | ||||
Business Combination, Consideration Transferred | $ 1 | |||||
Business Acquisition, Pro Forma Revenue | 421,390,000 | |||||
Business Acquisition, Pro Forma Net Income (Loss) | $ (56,661,000) | |||||
Business Acquisition, Pro Forma Earnings Per Share, Basic | $ (1.92) | |||||
Business Acquisition, Pro Forma Earnings Per Share, Diluted | $ (1.92) | |||||
Fullstack Academy [Domain] | ||||||
Business Acquisition [Line Items] | ||||||
Assets | $ 7,100,000 | |||||
Payments to Acquire Businesses, Gross | $ 17,700,000 | |||||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, Consideration Transferred | 1,800,000 | |||||
Business Acquisition, Transaction Costs | $ 2,000,000 | |||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 2,443,260 | |||||
Weighted Average Number of Shares, Contingently Issuable | 2,250,000 | |||||
Business Combination, Contingent Consideration, Liability, Noncurrent | $ 5,000,000 | |||||
Revenues | $ 9,200,000 | |||||
Operating Income (Loss) | 10,600,000 | |||||
Net Income (Loss) Attributable to Parent | 10,600,000 | |||||
Business Combination, Acquisition Related Costs | 4,700,000 | |||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | 12,336,000 | |||||
Consideration for acquisition in accounts payable and accrued liabilities | 3,250,000 | |||||
Business Combination, Consideration Transferred | 33,329,000 | |||||
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents | 585,000 | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Receivables | 5,604,000 | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Prepaid Expense and Other Assets | 665,000 | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 167,000 | |||||
Business Combination, Recognized Identifiable Asset Acquired and Liability Assumed, Lease Obligation | 1,297,000 | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | 11,605,000 | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Other Noncurrent Assets | 20,000 | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Accounts Payable | (496,000) | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Deferred Revenue | (2,350,000) | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Liabilities, Other | (1,297,000) | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net | 15,800,000 | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Deferred Tax Liabilities | (2,166,000) | |||||
Goodwill | 19,695,000 | |||||
Business Acquisitions, Purchase Price Allocation, Subsequent Years, Remaining Adjustments | $ 17,743,000 | |||||
Fullstack Academy [Domain] | Maximum | ||||||
Business Acquisition [Line Items] | ||||||
Finite-Lived Intangible Asset, Useful Life | 10 years | |||||
Fullstack Academy [Domain] | Minimum | ||||||
Business Acquisition [Line Items] | ||||||
Finite-Lived Intangible Asset, Useful Life | 2 years | |||||
Fullstack Academy [Domain] | Service Requirement Awards [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Weighted Average Number of Shares, Contingently Issuable | 1,250,000 | |||||
Fullstack Academy [Domain] | Revenue Benchmark [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Weighted Average Number of Shares, Contingently Issuable | 500,000 | |||||
Fullstack Academy [Domain] | Revenue Benchmark [Member] | Maximum | ||||||
Business Acquisition [Line Items] | ||||||
Business Combination, Contingently Issuable Shares, Revenue Threshold | $ 35,000,000 | |||||
Fullstack Academy [Domain] | Revenue Benchmark [Member] | Minimum | ||||||
Business Acquisition [Line Items] | ||||||
Business Combination, Contingently Issuable Shares, Revenue Threshold | $ 25,000,000 | |||||
Fullstack Academy [Domain] | Customer Contracts [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Weighted Average Number of Shares, Contingently Issuable | 500,000 | |||||
TutorMe [Domain] [Domain] | ||||||
Business Acquisition [Line Items] | ||||||
Assets | $ 600,000 | |||||
Payments to Acquire Businesses, Gross | $ 3,000,000 | |||||
Business Acquisition, Transaction Costs | $ 1,200,000 | |||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 309,852 | |||||
Revenues | 900,000 | |||||
Operating Income (Loss) | 3,200,000 | |||||
Net Income (Loss) Attributable to Parent | 3,200,000 | |||||
Business Combination, Acquisition Related Costs | $ 1,900,000 | |||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | $ 2,026,000 | |||||
Business Combination, Consideration Transferred | 5,054,000 | |||||
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents | 214,000 | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Receivables | 46,000 | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | 1,730,000 | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Accounts Payable | (35,000) | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Deferred Revenue | (200,000) | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Liabilities, Other | (3,000) | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net | 1,752,000 | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Deferred Tax Liabilities | (260,000) | |||||
Goodwill | 3,562,000 | |||||
Business Acquisitions, Purchase Price Allocation, Subsequent Years, Remaining Adjustments | $ 3,028,000 | |||||
TutorMe [Domain] [Domain] | Service Requirement Awards [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 231,406 | |||||
TutorMe [Domain] [Domain] | Performance Shares | ||||||
Business Acquisition [Line Items] | ||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 79,199 | |||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | $ 293,621 | |||||
TutorMe [Domain] [Domain] | Maximum | ||||||
Business Acquisition [Line Items] | ||||||
Finite-Lived Intangible Asset, Useful Life | 10 years | |||||
TutorMe [Domain] [Domain] | Minimum | ||||||
Business Acquisition [Line Items] | ||||||
Finite-Lived Intangible Asset, Useful Life | 2 years |
Revenue Recognition (Details)
Revenue Recognition (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 01, 2020 | Jan. 01, 2019 | Jan. 01, 2018 | |
Disaggregation of Revenue [Line Items] | |||||
Revenues | $ 397,121 | $ 417,795 | |||
Deferred Revenue [Abstract] | |||||
Deferred revenue, opening balance | 7,477 | 23,356 | $ 23,356 | $ 21,768 | |
Deferred revenue, ending balance | 7,477 | 23,356 | $ 23,356 | $ 21,768 | |
Deferred revenue, increase (decrease) | (15,879) | 1,588 | |||
Deferred revenue, revenue recognized | 19,200 | 21,900 | |||
Contract with Customer, Liability, Deferred Revenue | 7,477 | 23,356 | |||
Contract with Customer, Liability, Student Deposits | 613 | 31,928 | |||
Contract with Customer, Liability, Current | 8,090 | 55,284 | |||
Disposal Group, Including Discontinued Operation, Deferred Revenue | $ 15,800 | ||||
Over time, over period of instruction | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | 326,302 | 342,918 | |||
Over time, full tuition grant | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | 50,769 | 51,868 | |||
Point in time | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | 20,050 | 23,009 | |||
Tuition revenue, net | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | 344,804 | 379,896 | |||
Digital materials revenue, net | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | 21,258 | 24,211 | |||
Technology fee revenue, net | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | 9,424 | 11,772 | |||
Other revenue, net | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | 1,770 | 1,916 | |||
Transition Service Agreement | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | 984 | 0 | |||
Strategic Services Agreement | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | $ 18,881 | $ 0 |
Restructuring and Impairment _3
Restructuring and Impairment Charges - Impairment Charges (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Restructuring Cost and Reserve [Line Items] | ||
Restructuring and impairment charges | $ (4,843) | $ (21,465) |
Asset impairment | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring and impairment charges | 0 | (670) |
Student transfer agreement costs (credits) | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring and impairment charges | 0 | 171 |
Severance costs | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring and impairment charges | (3,004) | (18,667) |
Lease exit and other costs | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring and impairment charges | $ (1,839) | $ (2,299) |
Restructuring and Impairment _4
Restructuring and Impairment Charges - Restructuring Reserve (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Restructuring Reserve [Roll Forward] | ||
Restructuring reserve beginning of period | $ 10,273 | $ 4,634 |
Restructuring Costs and Asset Impairment Charges | 4,843 | 21,465 |
Payments | (11,118) | (12,686) |
Adjustments | (3,140) | |
Restructuring reserve end of period | 3,998 | 10,273 |
Asset impairment | ||
Restructuring Reserve [Roll Forward] | ||
Restructuring reserve beginning of period | 0 | 0 |
Restructuring Costs and Asset Impairment Charges | 0 | 670 |
Payments | 0 | 0 |
Adjustments | (670) | |
Restructuring reserve end of period | 0 | 0 |
Student transfer agreement costs (credits) | ||
Restructuring Reserve [Roll Forward] | ||
Restructuring reserve beginning of period | 1,296 | 1,503 |
Restructuring Costs and Asset Impairment Charges | 0 | (171) |
Payments | (14) | (36) |
Adjustments | 0 | |
Restructuring reserve end of period | 1,282 | 1,296 |
Severance costs | ||
Restructuring Reserve [Roll Forward] | ||
Restructuring reserve beginning of period | 8,001 | 267 |
Restructuring Costs and Asset Impairment Charges | 3,004 | 18,667 |
Payments | (10,263) | (10,933) |
Adjustments | 0 | |
Restructuring reserve end of period | 742 | 8,001 |
Lease exit and other costs | ||
Restructuring Reserve [Roll Forward] | ||
Restructuring reserve beginning of period | 976 | 2,864 |
Restructuring Costs and Asset Impairment Charges | 1,839 | 2,299 |
Payments | (841) | (1,717) |
Adjustments | (2,470) | |
Restructuring reserve end of period | $ 1,974 | $ 976 |
Investments (Fair Value Informa
Investments (Fair Value Information) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration | $ 0 | $ 3,150,000 |
Reclassification from Accumulated Other Comprehensive Income, Current Period, Net of Tax | 0 | |
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Asset | 1,600,000 | |
Mutual funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt Securities, Trading, and Equity Securities, FV-NI | 1,515,000 | 2,502,000 |
Contingent consideration | 3,150,000 | |
Mutual funds | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt Securities, Trading, and Equity Securities, FV-NI | 1,515,000 | 2,502,000 |
Contingent consideration | 0 | |
Mutual funds | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt Securities, Trading, and Equity Securities, FV-NI | 0 | 0 |
Contingent consideration | 0 | |
Mutual funds | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt Securities, Trading, and Equity Securities, FV-NI | $ 0 | 0 |
Contingent consideration | $ 3,150,000 |
Investments (Differences Betwee
Investments (Differences Between Amortized Cost and Fair Value of Investments) (Details) - Mutual funds - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Debt Securities, Available-for-sale [Line Items] | ||
Debt Securities, Trading, and Equity Securities, FV-NI | $ 1,515 | $ 2,502 |
Level 1 | ||
Debt Securities, Available-for-sale [Line Items] | ||
Debt Securities, Trading, and Equity Securities, FV-NI | $ 1,515 | $ 2,502 |
Accounts Receivable, Net (Detai
Accounts Receivable, Net (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 01, 2020 | Dec. 31, 2018 | |
Receivables [Abstract] | ||||
Accounts receivable | $ 8,420 | $ 48,663 | ||
Less allowance for credit losses | 1,216 | 13,712 | ||
Accounts receivable | 7,204 | 34,951 | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Allowance for Doubtful Accounts Receivable | 1,216 | 13,712 | $ 12,180 | |
Accounts Receivable, Credit Loss Expense (Reversal) | 14,256 | 16,252 | ||
Deductions | (18,721) | (21,292) | ||
Disposal Group, Including Discontinued Operation, Accounts, Notes and Loans Receivable, Net | $ (13,612) | |||
Accounts Receivable, Allowance for Credit Loss, Recovery | 5,581 | 6,572 | ||
Full Tuition Grant Receivable | ||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Allowance for Doubtful Accounts Receivable | 0 | 1,749 | 1,505 | |
Accounts Receivable, Credit Loss Expense (Reversal) | 2,176 | 2,017 | ||
Deductions | (2,485) | (2,229) | ||
Disposal Group, Including Discontinued Operation, Accounts, Notes and Loans Receivable, Net | (1,865) | |||
Accounts Receivable, Allowance for Credit Loss, Recovery | 425 | 456 | ||
Non-Full Tuition Grant Program Receivable | ||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Allowance for Doubtful Accounts Receivable | 1,216 | 11,963 | $ 10,675 | |
Accounts Receivable, Credit Loss Expense (Reversal) | 12,080 | 14,235 | ||
Deductions | (16,236) | (19,063) | ||
Disposal Group, Including Discontinued Operation, Accounts, Notes and Loans Receivable, Net | $ (11,747) | |||
Accounts Receivable, Allowance for Credit Loss, Recovery | $ 5,156 | $ 6,116 |
Accounts Receivable, Net (Valua
Accounts Receivable, Net (Valuation Accounts) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Beginning Balance | $ 13,712 | $ 12,180 |
Accounts Receivable, Credit Loss Expense (Reversal) | 14,256 | 16,252 |
Deductions | (18,721) | (21,292) |
Ending Balance | 1,216 | 13,712 |
Accounts Receivable, Allowance for Credit Loss, Recovery | 5,581 | 6,572 |
Non-Full Tuition Grant Program Receivable | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Beginning Balance | 11,963 | 10,675 |
Accounts Receivable, Credit Loss Expense (Reversal) | 12,080 | 14,235 |
Deductions | (16,236) | (19,063) |
Ending Balance | 1,216 | 11,963 |
Accounts Receivable, Allowance for Credit Loss, Recovery | 5,156 | 6,116 |
Full Tuition Grant Receivable | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Beginning Balance | 1,749 | 1,505 |
Accounts Receivable, Credit Loss Expense (Reversal) | 2,176 | 2,017 |
Deductions | (2,485) | (2,229) |
Ending Balance | 0 | 1,749 |
Accounts Receivable, Allowance for Credit Loss, Recovery | $ 425 | $ 456 |
Prepaid Expense and Other Cur_3
Prepaid Expense and Other Current Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Prepaid expenses | $ 3,027 | $ 4,593 |
Prepaid licenses | 1,371 | 2,794 |
Prepaid income taxes | 48 | 18 |
Income tax receivable | 1,644 | 1,695 |
Prepaid insurance | 1,127 | 995 |
Reinsurance Recoverables, Including Reinsurance Premium Paid | 404 | 670 |
Other current assets (1) | 4,996 | 9,759 |
Total prepaid expenses and other current assets | $ 12,617 | $ 20,524 |
Property and Equipment, Net (De
Property and Equipment, Net (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 60,005 | $ 70,955 |
Less accumulated depreciation and amortization | (29,430) | (36,661) |
Total property and equipment, net | 30,575 | 34,294 |
Depreciation and amortization associated with property and equipment, including assets under capital lease | 6,200 | 5,600 |
Furniture and office equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 36,146 | 43,579 |
Software | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 7,512 | 7,381 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 16,325 | 19,973 |
Vehicles | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 22 | $ 22 |
Goodwill and Intangibles, Net_2
Goodwill and Intangibles, Net (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Goodwill and Intangibles, Net: | ||
Gross carrying amount | $ 27,930 | $ 50,458 |
Accumulated amortization | (19,321) | (30,617) |
Net carrying amount | 8,609 | 19,841 |
Goodwill and indefinite-lived intangibles | 23,176 | 24,578 |
Total goodwill and intangibles, net | 31,785 | 44,419 |
Amortization expense | 5,200 | 4,600 |
Estimated Remaining Amortization Expense as of Each Fiscal Year: | ||
2018 | 2,969 | |
2019 | 2,362 | |
2020 | 2,192 | |
2021 | 644 | |
2022 | 104 | |
Thereafter | 338 | |
Total future amortization expense | 8,609 | |
Capitalized curriculum costs | ||
Goodwill and Intangibles, Net: | ||
Gross carrying amount | 13,745 | 21,273 |
Accumulated amortization | (12,644) | (19,667) |
Net carrying amount | 1,101 | 1,606 |
Purchased intangible assets | ||
Goodwill and Intangibles, Net: | ||
Gross carrying amount | 14,185 | 29,185 |
Accumulated amortization | (6,677) | (10,950) |
Net carrying amount | $ 7,508 | $ 18,235 |
Accounts Payable and Accrued _3
Accounts Payable and Accrued Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Accrued Liabilities [Abstract] | ||
Accounts payable | $ 11,246 | $ 6,603 |
Accrued salaries and wages | 6,149 | 11,872 |
Accrued bonus | 11,428 | 6,560 |
Accrued vacation | 3,369 | 5,123 |
Accrued litigation and fees | 8,341 | 8,041 |
Accrued expenses | 13,689 | 20,140 |
Current leases payable | 6,934 | 7,875 |
Accrued insurance liability | 1,537 | 1,946 |
Total accounts payable and accrued liabilities | $ 62,693 | $ 68,160 |
Other Long-Term Liabilities (De
Other Long-Term Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Other Liabilities, Noncurrent [Abstract] | ||
Uncertain tax positions | $ 28 | $ 102 |
Notes Payable | 2,981 | 0 |
Other long-term liabilities | 4,172 | 2,095 |
Contingent consideration | 0 | 3,150 |
Total other long-term liabilities | $ 7,181 | $ 5,347 |
Credit Facilities (Details)
Credit Facilities (Details) $ in Millions | Dec. 31, 2020USD ($) |
Debt Disclosure [Abstract] | |
Letters of credit outstanding, amount | $ 18.9 |
Surety Bond Facility [Abstract] | |
Surety bond facility, issued amount | $ 6.2 |
Lease Obligations (Details)
Lease Obligations (Details) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020USD ($)ft²sublease | Dec. 31, 2019USD ($) | |
Operating Leased Assets [Line Items] | ||
Rent expense under non-cancelable operating lease arrangements | $ 13,200 | $ 22,100 |
Number of active subleases | sublease | 3 | |
Operating Leases, Rent Expense, Sublease Rentals | $ 1,900 | 2,700 |
Operating lease assets | 20,114 | $ 18,615 |
Operating Lease, Liability | 30,974 | |
Operating Lease, Cost | 10,644 | |
Short-term Lease, Cost | 1,130 | |
Variable Lease, Cost | 1,434 | |
Sublease Income | 1,900 | |
Lease, Cost | $ 11,308 | |
Operating Lease, Weighted Average Remaining Lease Term | 7 years 8 months 12 days | |
Operating Lease, Weighted Average Discount Rate, Percent | 7.40% | |
Operating Lease, Payments | $ 10,751 | |
Lessee, Operating Lease, Liability, Payment, Due [Abstract] | ||
Lessee, Operating Lease, Liability, Payments, Due Next Twelve Months | 8,847 | |
Lessee, Operating Lease, Liability, Payments, Due Year Two | 5,400 | |
Lessee, Operating Lease, Liability, Payments, Due Year Three | 3,831 | |
Lessee, Operating Lease, Liability, Payments, Due Year Four | 3,538 | |
Lessee, Operating Lease, Liability, Payments, Due Year Five | 3,077 | |
Lessee, Operating Lease, Liability, Payment, Due Year Six | 17,146 | |
Lessee, Operating Lease, Liability, Payments, Due | 41,839 | |
Lessee, Operating Lease, Liability, Undiscounted Excess Amount | 10,865 | |
Operating Lease, Liability | $ 30,974 | |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] | us-gaap:AccountsPayableAndAccruedLiabilitiesCurrent | |
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | us-gaap:AccruedRentNoncurrent | |
Build To Suit Leases [Member] | ||
Operating Leased Assets [Line Items] | ||
Net Rentable Area | ft² | 131,000 | |
California | ||
Operating Leased Assets [Line Items] | ||
Length of sublease period | 12 months | |
Operating leases, future minimum payments due, future minimum sublease rentals | $ 1,000 | |
Area of Real Estate Property | ft² | 24,300 | |
Colorado | ||
Operating Leased Assets [Line Items] | ||
Length of sublease period | 8 months | |
Operating leases, future minimum payments due, future minimum sublease rentals | $ 700 | |
Area of Real Estate Property | ft² | 36,600 | |
COLORADO, Commencing on April 1, 2019 [Member] | ||
Operating Leased Assets [Line Items] | ||
Area of Real Estate Property | ft² | 21,000 | |
Lessee, Operating Sublease, Term of Contract | 26 months | |
Operating Leases, Rent Expense, Sublease Rentals | $ 1,300 |
Income (Loss) Per Share (Basic
Income (Loss) Per Share (Basic and Diluted) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Numerator: | ||
Net Income (Loss) Attributable to Parent | $ (48,952) | $ (54,812) |
Denominator: | ||
Weighted average number of common shares outstanding (in shares) | 31,959 | 29,492 |
Effect of dilutive options and restricted stock units (in shares) | 0 | 0 |
Diluted weighted average number of common shares outstanding (in shares) | 31,959 | 29,492 |
Earnings per share: | ||
Basic earnings (loss) per share (in USD per share) | $ (1.53) | $ (1.86) |
Diluted earnings (loss) per share (in USD per share) | $ (1.53) | $ (1.86) |
Income (Loss) Per Share (Anti-D
Income (Loss) Per Share (Anti-Dilutive Securities) (Details) - shares shares in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Stock Options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities | 1,757 | 1,955 |
Stock units and contingent consideration | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities | 1,112 | 2,141 |
Stock-Based Compensation (Narra
Stock-Based Compensation (Narrative) (Details) | 12 Months Ended | |
Dec. 31, 2020USD ($)shares | Dec. 31, 2019USD ($)shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense | $ 8,300,000 | $ 12,300,000 |
Income tax benefit of stock-based compensation expense | $ 2,100,000 | $ 3,000,000 |
Shares of common stock represented by each RSU | 1 | |
Granted (in shares) | shares | 0 | 231,000 |
Stock Options | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Award expiration period | 10 years | |
Award vesting period | 4 years | |
Number of common shares reserved for issuance upon exercise of stock options and settlement of RSUs | shares | 5,700,000 | |
Exercise of stock options, shares | shares | 21,700 | 6,000 |
Intrinsic value of exercised options | $ 100,000 | |
Employee service share-based compensation, tax benefit from exercise of stock options | 0 | $ 0 |
Tax benefit (shortfall) related to share-based compensation activity | $ 700,000 | $ 400,000 |
Option expirations in period | shares | 400,000 | 200,000 |
Unrecognized compensation cost | $ 4,000 | $ 300,000 |
Unrecognized compensation cost, period for recognition | 2 months 12 days | |
Restricted Stock Units (RSUs) | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Unrecognized compensation cost | $ 3,400,000 | $ 6,200,000 |
Unrecognized compensation cost, period for recognition | 1 year 4 months 24 days | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | shares | 911,000 | 461,000 |
RSUs vested in period | $ 1,700,000 | $ 2,700,000 |
Tax windfall realized from RSU | 44,700 | |
Tax shortfall realized from RSU | 1,300,000 | $ 1,100,000 |
Performance Shares | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Unrecognized compensation cost | $ 3,100,000 | |
Unrecognized compensation cost, period for recognition | 1 year 8 months 12 days | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | shares | 0 | |
Share-based compensation award, tranche one | Performance Shares | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Granted (in shares) | shares | 0 | 845,000 |
Stock-Based Compensation (Stock
Stock-Based Compensation (Stock Option Activity) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |||
Balance, beginning of period (in shares) | 2,008 | 1,972 | |
Granted (in shares) | 0 | 231 | |
Forfeitures and expired (in shares) | (361) | (189) | |
Balance, end of period (in shares) | 1,625 | 2,008 | 1,972 |
Vested and expected to vest (in shares) | 1,625 | ||
Exercisable (in shares) | 1,610 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Roll Forward] | |||
Balance, beginning of period, weighted-average exercise price (in USD per share) | $ 13.42 | $ 15.19 | |
Granted, weighted-average exercise price (in USD per share) | 0 | 0.36 | |
Exercised, weighted-average exercise price (in USD per share) | 0.36 | 9.43 | |
Forfeitures, weighted-average exercise price (in USD per share) | 17.54 | 16.09 | |
Balance, end of period, weighted-average exercise price (in USD per share) | 12.68 | $ 13.42 | $ 15.19 |
Vested and expected to vest | 12.68 | ||
Exercisable | $ 12.70 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | |||
Balance, weighted-average remaining contractual term | 3 years 7 months 17 days | 4 years 1 month 28 days | 4 years 5 months 26 days |
Vested and expected to vest, weighted-average remaining contractual term | 3 years 7 months 17 days | ||
Exercisable, weighted-average remaining contractual term | 3 years 7 months 6 days | ||
Balance, aggregate intrinsic value | $ 918 | $ 393 | $ 4 |
Vested and expected to vest, aggregate intrinsic value | 918 | ||
Exercisable, aggregate intrinsic value | $ 918 |
Stock-Based Compensation (Optio
Stock-Based Compensation (Option Valuation Assumptions) (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Weighted average exercise price per share (in USD per share) | $ 0 | $ 0.36 |
Weighted average grant date fair value per share (in USD per share) | $ 4.28 | |
Stock Options | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Risk-free interest rate | 2.40% | |
Expected dividend yield | 0.00% | |
Expected volatility | 48.50% | |
Expected life (in years) | 5 years 9 months | |
Forfeiture rate | 13.00% |
Stock-Based Compensation (Restr
Stock-Based Compensation (Restricted Stock Unit Activity) (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Granted (in shares) | 0 | 231,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract] | ||
Weighted average exercise price per share (in USD per share) | $ 0 | $ 0.36 |
Weighted average grant date fair value per share (in USD per share) | 4.28 | |
Performance Shares | ||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract] | ||
Weighted average exercise price per share (in USD per share) | $ 5.77 | |
Risk-free interest rate | 2.10% | |
Expected dividend yield | 0.00% | |
Expected volatility | 57.40% | |
Expected life (in years) | 3 years | |
Forfeiture rate | 13.00% | |
Weighted average grant date fair value per share (in USD per share) | $ 7.78 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ||
Vested and released (in shares) | 0 | |
Restricted Stock Units (RSUs) | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ||
Balance, beginning of period (in shares) | 2,305,000 | 1,440,000 |
Awarded (in shares) | 1,470,000 | 1,565,000 |
Vested and released (in shares) | (911,000) | (461,000) |
Canceled (in shares) | (570,000) | (239,000) |
Balance, end of period (in shares) | 2,295,000 | 2,305,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Roll Forward] | ||
Balance, beginning of period, weighted average grant date fair value (in USD per share) | $ 5.04 | $ 8.22 |
Awarded, weighted average grant date fair value (in USD per share) | 2.27 | 5 |
Vested and released, weighted average grant date fair value (in USD per share) | 9.67 | 13.78 |
Canceled, weighted average grant date fair value (in USD per share) | 5.14 | 7.05 |
Balance, end of period, weighted average grant date fair value (in USD per share) | $ 1.40 | $ 5.04 |
Share-based compensation award, tranche one | Performance Shares | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Granted (in shares) | 0 | 845,000 |
Performance-based measure [Member] | Performance Shares | ||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract] | ||
Weighted average grant date fair value per share (in USD per share) | $ 2.19 | $ 0 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ||
Balance, beginning of period (in shares) | 0 | 164,000 |
Awarded (in shares) | 1,059,000 | 0 |
Canceled (in shares) | (43,000) | (164,000) |
Balance, end of period (in shares) | 1,017,000 | 0 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Roll Forward] | ||
Balance, beginning of period, weighted average grant date fair value (in USD per share) | $ 0 | $ 9.86 |
Canceled, weighted average grant date fair value (in USD per share) | 2.18 | 9.86 |
Balance, end of period, weighted average grant date fair value (in USD per share) | 2.19 | 0 |
Market-based measure [Member] | Performance Shares | ||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract] | ||
Weighted average grant date fair value per share (in USD per share) | $ 0 | $ 6.01 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ||
Balance, beginning of period (in shares) | 1,070,000 | 670,000 |
Canceled (in shares) | (337,000) | (445,000) |
Balance, end of period (in shares) | 733,000 | 1,070,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Roll Forward] | ||
Balance, beginning of period, weighted average grant date fair value (in USD per share) | $ 6.76 | $ 6.69 |
Canceled, weighted average grant date fair value (in USD per share) | 7.79 | 5.23 |
Balance, end of period, weighted average grant date fair value (in USD per share) | $ 6.28 | $ 6.76 |
Income Taxes (Narrative) (Detai
Income Taxes (Narrative) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Operating Loss Carryforwards [Line Items] | ||
Effective Income Tax Rate Reconciliation, Deduction, Qualified Production Activity, Amount | $ 0 | $ (1,739,000) |
Effective Income Tax Rate Reconciliation, Deduction, Qualified Production Activity, Percent | 0.00% | 3.10% |
Computed expected federal tax expense | 21.00% | 21.00% |
Gross unrecognized tax benefits that would impact effective tax rate if recognized | $ 19,000 | $ 2,000,000 |
Unrecognized tax benefits that would result in adjustments to other tax accounts | 4,000 | 100,000 |
Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued | 10,000 | 400,000 |
Gross increases - tax positions in prior period | 0 | $ 1,371,000 |
Internal Revenue Service (IRS) | ||
Operating Loss Carryforwards [Line Items] | ||
Operating Loss Carryforwards | 81,600,000 | |
State and Local Jurisdiction [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Operating Loss Carryforwards | $ 105,500,000 |
Income Taxes (Components of Inc
Income Taxes (Components of Income Tax Expense) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Current: | ||
Federal | $ (13,238) | $ 1,603 |
State | 284 | 7 |
Current Foreign Tax Expense (Benefit) | 5 | 0 |
Current income tax expense (benefit) | (12,949) | 1,610 |
Deferred: | ||
Federal | (56) | (2,104) |
State | (63) | (276) |
Deferred income taxes | (119) | (2,380) |
Total | $ (13,068) | $ (770) |
Income Taxes (Deferred Tax Asse
Income Taxes (Deferred Tax Assets and Liabilities) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Deferred tax assets: | ||
Net operating loss | $ 22,662 | $ 16,468 |
Bad debt | 303 | 2,022 |
Vacation accrual | 673 | 1,204 |
Stock-based compensation | 3,869 | 6,219 |
Operating lease liabilities | 7,746 | 7,303 |
Bonus accrual | 2,476 | 1,072 |
Accrued expenses | 4,333 | 3,450 |
Other | 1,258 | 1,041 |
Total deferred tax assets | 43,320 | 38,779 |
Valuation allowance | (37,375) | (31,677) |
Net deferred tax assets | 5,945 | 7,102 |
Deferred tax liabilities: | ||
Fixed assets and intangibles | (704) | (2,119) |
Indefinite-lived intangibles | 0 | (344) |
Operating lease assets | 5,045 | 4,603 |
Other | (196) | (155) |
Deferred Tax Liabilities, Gross | (5,945) | (7,221) |
Total net deferred tax assets (liabilities) | 0 | $ 119 |
Proceeds from Income Tax Refunds | 12,800 | |
Coronavirus Aid, Relief and Economic Security Act, Net Operating Loss Carryback, Benefit | 12,800 | |
Internal Revenue Service (IRS) | ||
Operating Loss Carryforwards [Line Items] | ||
Operating Loss Carryforwards | 81,600 | |
Deferred Tax Assets, Operating Loss Carryforwards, Not Subject to Expiration | $ 76,200 |
Income Taxes (Income Tax Reconc
Income Taxes (Income Tax Reconciliation) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Reconciliation, Amount: | ||
Computed expected federal tax expense | $ (13,024) | $ (11,673) |
State taxes, net of federal benefit | (2,476) | (1,349) |
Permanent differences | 436 | 1,685 |
Uncertain tax positions | (618) | (292) |
Stock compensation | 1,388 | 1,189 |
Federal tax rate change on NOL carryback | (4,908) | 0 |
Effective Income Tax Rate Reconciliation, Deduction, Qualified Production Activity, Amount | 0 | 1,739 |
Valuation allowance | 5,698 | 8,074 |
Other | 436 | (143) |
Total | $ (13,068) | $ (770) |
Income Tax Reconciliation, Percent: | ||
Computed expected federal tax expense | 21.00% | 21.00% |
State taxes, net of federal benefit | 4.00% | 2.40% |
Permanent differences | (0.70%) | (3.00%) |
Uncertain tax positions | 1.00% | 0.50% |
Stock compensation | (2.20%) | (2.10%) |
Federal tax rate change on NOL carryback | 7.90% | 0.00% |
Effective Income Tax Rate Reconciliation, Deduction, Qualified Production Activity, Percent | 0.00% | (3.10%) |
Valuation allowance | (9.20%) | (14.50%) |
Other | (0.70%) | 0.20% |
Income tax benefit | 21.10% | 1.40% |
Income Taxes (Unrecognized Tax
Income Taxes (Unrecognized Tax Benefits) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | ||
Unrecognized tax benefits, beginning of period | $ 2,128 | $ 885 |
Gross increases - tax positions in prior period | 0 | 1,371 |
Gross decreases - tax positions in prior period | (1,661) | 0 |
Gross increases - current period tax positions | 0 | 0 |
Settlements | (400) | 0 |
Lapse of statute of limitations | (49) | (128) |
Unrecognized tax benefits, end of period | $ 18 | $ 2,128 |
Regulatory (Details)
Regulatory (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Dec. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2014 | Sep. 30, 2013 | |
The 90-10 Rule: | |||||
Title IV eligibility, minimum term of ineligibility once noncompliant | 2 years | ||||
Title IV eligibility, maximum allowable percentage of revenue from Title IV programs in any single year | 90.00% | ||||
Title IV eligibility, maximum allowable percentage of revenue from Title IV programs over two consecutive years | 90.00% | ||||
Accreditation, Regulatory Compliance, Cohort Default Term | 3 years | ||||
Accreditation, Regulatory Terms, Maximum Cohort Default Rate over Prior Three Years | 30.00% | ||||
Restructuring Costs and Asset Impairment Charges | $ 4,843 | $ 21,465 | |||
Service Agreements [Member] | |||||
The 90-10 Rule: | |||||
Restructuring Costs and Asset Impairment Charges | $ 1,500 | ||||
Three-year cohort default rate | Ashford University | |||||
The 90-10 Rule: | |||||
Accreditation, Regulatory Compliance, Cohort Default Rate | 14.70% | 13.70% | |||
Minimum | |||||
The 90-10 Rule: | |||||
Composite score | 1.5 |
Retirement Plans (Details)
Retirement Plans (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Retirement Benefits [Abstract] | ||
Expense related to 401(k) plan | $ 2.3 | $ 2.9 |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ in Millions | Dec. 31, 2020USD ($) |
California | |
Obligation with Joint and Several Liability Arrangement [Line Items] | |
Estimated Litigation Liability | $ 8 |
Concentration of Risk (Details)
Concentration of Risk (Details) | Dec. 31, 2020USD ($) |
Concentration Risk [Line Items] | |
Cash and cash equivalents, FDIC insurance limit | $ 250,000 |
Segment Reporting (Details)
Segment Reporting (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Segment Reporting Information, Profit (Loss) [Abstract] | ||
Total assets | $ 7,204 | $ 34,951 |
Revenues | 397,121 | 417,795 |
Net Income (Loss) Attributable to Parent | (48,952) | (54,812) |
Income tax benefit | (13,068) | (770) |
Depreciation and amortization | 11,403 | 10,229 |
Deferred revenue, revenue recognized | 19,200 | 21,900 |
Assets | 161,306 | 250,138 |
Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest | (62,020) | (55,582) |
Interest Revenue (Expense), Net | 120 | (910) |
ProfitLossFromSegmentOperations | (50,497) | (46,263) |
Deferred Revenue | 8,090 | 55,284 |
University partnerships segment | ||
Segment Reporting Information, Profit (Loss) [Abstract] | ||
Total assets | 45 | 28,504 |
Revenues | 376,220 | 407,594 |
Assets | 111,830 | 203,815 |
ProfitLossFromSegmentOperations | (41,182) | (30,331) |
Deferred Revenue | 10 | 51,252 |
University partnerships segment | University of Arizona Global Campus [Member] | ||
Segment Reporting Information, Profit (Loss) [Abstract] | ||
Revenues | 356,100 | 407,300 |
Growth segment | ||
Segment Reporting Information, Profit (Loss) [Abstract] | ||
Total assets | 7,159 | 6,447 |
Revenues | 20,901 | 10,201 |
Assets | 49,476 | 46,323 |
ProfitLossFromSegmentOperations | (9,315) | (15,932) |
Deferred Revenue | $ 8,080 | $ 4,032 |
Uncategorized Items - zvo-20201
Label | Element | Value |
Retained Earnings [Member] | ||
Cumulative effect of adoption new accounting principle | zvo_CumulativeEffectOfAdoptionNewAccountingPrinciple | $ 91,000 |