Zovio (ZVOI) 10-Q 10 May 22 2022 Q1 Quarterly report Financial data

Cover

Cover - shares	3 Months Ended
	Mar. 31, 2022	May 02, 2022
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2022
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
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
Entity Shell Company	false
Title of 12(b) Security	Common Stock, par value $0.01 per share
Trading Symbol	ZVO
Security Exchange Name	NASDAQ
Entity Common Stock, Shares Outstanding		34,095,968
Entity Central Index Key	0001305323
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q1
Amendment Flag	false

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Current assets:
Cash and cash equivalents	$ 33,698	$ 28,265
Restricted cash	6,083	9,288
Investments	905	974
Accounts receivable, net of allowance for credit losses of $1.1 million and $0.9 million at March 31, 2022 and December 31, 2021, respectively	6,596	9,631
Prepaid expenses and other current assets	17,243	13,423
Total current assets	64,525	61,581
Property and equipment, net	24,965	26,382
Operating lease assets	28,103	28,881
Goodwill and intangibles, net	29,079	29,499
Other long-term assets	2,079	2,691
Total assets	148,751	149,034
Current liabilities:
Accounts payable and accrued liabilities	85,521	74,769
Deferred revenue and student deposits	15,157	14,939
Total current liabilities	100,678	89,708
Rent liability	33,132	34,205
Other long-term liabilities	3,674	5,115
Total liabilities	137,484	129,028
Commitments and contingencies (see Note 14)
Preferred stock, $0.01 par value:
Preferred stock issued	0	0
Common stock, $0.01 par value:
Common stock issued	681	676
Additional paid-in capital	170,753	172,060
Retained earnings	276,533	283,970
Treasury stock	(436,700)	(436,700)
Total stockholders' equity	11,267	20,006
Total liabilities and stockholders' equity	$ 148,751	$ 149,034

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets - Parenthetical - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Statement of Financial Position [Abstract]
Less allowance for credit losses	$ 1,130	$ 931
Preferred Stock, Par or Stated 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 or Stated Value Per Share	$ 0.01	$ 0.01
Common Stock, Shares Authorized		300,000,000
Common Stock, Shares, Issued	67,764,000	67,255,000
Common Stock, Shares, Outstanding	34,055,000	33,546,000
Treasury Stock, Shares	33,709,000	33,709,000

Condensed Consolidated Statemen

Condensed Consolidated Statements of Income (Loss) - USD ($) shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Revenue and other revenue	$ 61,633	$ 76,859
Costs and expenses:
Technology and academic services	18,498	19,144
Counseling services and support	21,331	25,325
Marketing and communication	21,914	25,831
General and administrative	7,122	15,896
Total costs and expenses	68,865	86,196
Operating loss	(7,232)	(9,337)
Other income (expense), net	(127)	(73)
Loss before income taxes	(7,359)	(9,410)
Income tax expense	78	83
Net loss	$ (7,437)	$ (9,493)
Loss per share:
Earnings Per Share, Basic (in dollars per share)	$ (0.22)	$ (0.29)
Earnings Per Share, Diluted (in dollars per share)	$ (0.22)	$ (0.29)
Weighted average number of common shares outstanding used in computing loss per share:
Basic (in shares)	33,562	32,769
Diluted (in shares)	33,562	32,769
Revenue
Revenue and other revenue	$ 59,624	$ 74,107
Other revenue
Revenue and other revenue	$ 2,009	$ 2,752

Condensed Consolidated Statem_2

Condensed Consolidated Statement of Stockholders' Equity - USD ($) shares in Thousands, $ in Thousands	Total	Common Stock	Additional Paid-in Capital	Retained Earnings	Treasury Stock
Balance (in shares) at Dec. 31, 2020		66,454
Balance at Dec. 31, 2020	$ 59,217	$ 668	$ 179,489	$ 326,319	$ (447,259)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock-based compensation	2,382		2,382
Stock issued under stock incentive plan, net of shares held for taxes (in shares)		563
Stock issued under stock incentive plan, net of shares held for taxes	(1,078)	$ 5	(1,083)
Contingent consideration	(122)		(122)
Stock issued for acquisition	0		(10,559)		10,559
Net income (loss)	(9,493)			(9,493)
Balance (in shares) at Mar. 31, 2021		67,017
Balance at Mar. 31, 2021	50,906	$ 673	170,107	316,826	(436,700)
Balance (in shares) at Dec. 31, 2021		67,255
Balance at Dec. 31, 2021	20,006	$ 676	172,060	283,970	(436,700)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock-based compensation	(1,169)		(1,169)
Stock issued under stock incentive plan, net of shares held for taxes (in shares)		509
Stock issued under stock incentive plan, net of shares held for taxes	(133)	$ 5	(138)
Net income (loss)	(7,437)			(7,437)
Balance (in shares) at Mar. 31, 2022		67,764
Balance at Mar. 31, 2022	$ 11,267	$ 681	$ 170,753	$ 276,533	$ (436,700)

Condensed Consolidated Statem_3

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Cash flows from operating activities:
Net income (loss)	$ (7,437)	$ (9,493)
Adjustments to reconcile net loss to net cash provided by operating activities:
Provision for bad debts	201	661
Depreciation and amortization	2,033	2,285
Stock-based compensation	(1,169)	2,382
Noncash lease expense	1,433	2,077
Net loss (gain) on marketable securities	63	(68)
Changes in operating assets and liabilities:
Accounts receivable	2,833	(288)
Prepaid expenses and other current assets	(3,820)	(2,776)
Other long-term assets	612	(305)
Accounts payable and accrued liabilities	10,784	7,457
Deferred revenue and student deposits	218	(13)
Operating lease liabilities	(1,705)	(2,598)
Other liabilities	(1,440)	1,455
Net cash provided by operating activities	2,606	776
Cash flows from investing activities:
Capital expenditures	(24)	(184)
Purchases of investments	(2)	(30)
Capitalized costs for intangible assets	(227)	(143)
Sale of investments	8	247
Net cash used in investing activities	(245)	(110)
Cash flows from financing activities:
Tax withholdings on issuance of stock awards	(133)	(1,078)
Net cash used in financing activities	(133)	(1,078)
Net increase (decrease) in cash, cash equivalents and restricted cash	2,228	(412)
Cash, cash equivalents and restricted cash at beginning of period	37,553	55,497
Cash, cash equivalents and restricted cash at end of period	39,781	55,085
Reconciliation of cash, cash equivalents, and restricted cash:
Cash and cash equivalents	33,698	35,052
Restricted cash	6,083	20,033
Total cash, cash equivalents and restricted cash	39,781	55,085
Supplemental disclosure of non-cash transactions:
Purchase of equipment included in accounts payable and accrued liabilities	0	16
Issuance of common stock for vested restricted stock units	$ 560	$ 3,461

Nature of Business

Nature of Business	3 Months Ended
	Mar. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Nature of Business	Nature of Business Zovio Inc (the “Company”) is a Delaware corporation, and is an education technology services company that partners with higher education institutions and employers to deliver innovative, personalized solutions to help learners and leaders achieve their aspirations. In April 2019, the Company acquired both Fullstack Academy, Inc. (“Fullstack”) and TutorMe.com, Inc. (“TutorMe”), each of which became wholly-owned subsidiaries of the Company at that time. Fullstack is an innovative web development school offering immersive technology bootcamps, and TutorMe is an online education platform that provides 24/7 on-demand tutoring and online courses. On December 1, 2020, the Company finalized a definitive Asset Purchase and Sale Agreement (the “Purchase Agreement”), by and among the Company, AU LLC (the “University”), the Arizona Board of Regents, a body corporate, for and on behalf of the University of Arizona (the “University of Arizona”), and the University of Arizona Global Campus (“Global Campus”). Upon the closing 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 provides services to Global Campus under a long-term Strategic Services Agreement (the “Services Agreement”). The services that the Company provides to Global Campus under the Services Agreement include recruiting, admissions, marketing, student finance, financial aid processing, and financial aid advising, program advising, student retention advising, support services for academics, information technology and institutional support. The majority of the Company's cash comes from the Services Agreement with Global Campus. The service fees in the Services Agreement are subject to certain minimum residual liability adjustments, including performance-based adjustments, minimum profit level adjustments, and excess direct cost adjustments. These adjustments are all variable in nature in that they depend upon the Company’s performance during each service period, and to a certain extent the performance and forecast of Global Campus.

Summary of Significant Accounti

Summary of Significant Accounting Policies	3 Months Ended
	Mar. 31, 2022
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Summary of Significant Accounting Policies Principles of Consolidation The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. Intercompany transactions have been eliminated in consolidation. Unaudited Interim Financial Information The condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the U.S. (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, these financial statements do not include all of the information and footnotes required by GAAP for complete annual financial statements and should be read in conjunction with the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, which was filed with the Securities and Exchange Commission (“SEC”) on April 15, 2022. In the opinion of management, the condensed consolidated financial statements include all adjustments, consisting of normal recurring adjustments, considered necessary to present a fair statement of the Company’s condensed consolidated financial position, results of operations and cash flows as of and for the periods presented. Operating results for any interim period are not necessarily indicative of the results that may be expected for the full year. The year-end condensed consolidated balance sheet data was derived from audited consolidated financial statements but does not include all disclosures required by GAAP for complete annual consolidated financial statements. Use of Estimates The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts in the condensed consolidated financial statements. Actual results could differ from those estimates. Comprehensive Income (Loss) The Company has no components of other comprehensive income (loss), and therefore, comprehensive income (loss) equals net income (loss). Recent Accounting Pronouncements None noted as applicable.

Revenue, Other Revenue and Defe

Revenue, Other Revenue and Deferred Revenue	3 Months Ended
	Mar. 31, 2022
Revenue Recognition [Abstract]
Revenue, Other Revenue and Deferred Revenue	Revenue, Other Revenue and Deferred Revenue The following table presents the Company’s net revenue disaggregated based on the revenue source (in thousands): Three Months Ended 2022 2021 Strategic services revenue $ 50,289 $ 66,927 Transition services income 2,009 2,752 Tuition revenue, net 9,246 7,089 Other revenue, net (1) 89 91 Total revenue, net $ 61,633 $ 76,859 (1) Primarily consists of revenues generated from various services and other miscellaneous fees. The following table presents the Company’s net revenue disaggregated based on the timing of revenue recognition (in thousands): Three Months Ended 2022 2021 Over time, over period of instruction $ 61,592 $ 76,768 Point in time (1) 41 91 Total revenue, net $ 61,633 $ 76,859 (1) Represents revenue generated from digital textbooks and other miscellaneous fees. The Company operates under two reportable segments and has no significant foreign operations or assets located outside of the United States. For additional information on segmentation, see Note 15, “Segment Information.” Deferred Revenue and Student Deposits Current deferred revenue and student deposits consisted of the following (in thousands): As of March 31, 2022 As of Deferred revenue, current $ 14,734 $ 14,469 Student deposits 423 470 Total current deferred revenue and student deposits $ 15,157 $ 14,939 Below are the opening and closing balances of current deferred revenue from the Company’s contracts with customers (in thousands): March 31, 2022 March 31, 2021 Current deferred revenue opening balance, January 1 $ 14,469 $ 7,477 Current deferred revenue closing balance, March 31 14,734 7,307 Increase (decrease) $ 265 $ (170) For further information on receivables, refer to Note 6, “Accounts Receivable, Net” within the condensed consolidated financial statements. Deferred revenue consists of cash payments that are received or due in advance of the Company’s performance. As of March 31, 2022 the deferred revenue balance relates entirely to the Zovio Growth segment. For the majority of the Company’s customers, payment for services is due prior to services being provided and is included in current deferred revenue. However, there are contracts which include deferred revenue that is deemed to be long-term. For additional information, refer to Note 7, “Other Significant Balance Sheet Accounts - Other Long-Term Liabilities” within the condensed consolidated financial statements. The difference between the opening and closing balances of deferred revenue primarily results from the timing difference between the Company’s performance and the customer’s payment. For the three months ended March 31, 2022, the Company recognized $6.7 million of revenue that was included in the deferred revenue balance as of January 1, 2022. For the three months ended March 31, 2021, the Company recognized $4.7 million of revenue that was included in the deferred revenue balance as of January 1, 2021. Amounts reported in the closing balance of deferred revenue are expected to be recognized as revenue within the next 12 months.

Restructuring and Impairment Ex

Restructuring and Impairment Expense	3 Months Ended
	Mar. 31, 2022
Restructuring and Related Activities [Abstract]
Restructuring, Impairment, and Other Activities Disclosure	Restructuring and Impairment Expense The Company previously vacated or consolidated properties and subsequently reassessed its non-cancelable leases. Additionally, the Company previously implemented restructuring plans to reduce operating expenses, implement cost reductions and conserve cash resources. The severance costs and lease costs are expected to substantially all be paid out over the next 12 months. The following table summarizes the changes in the Company's restructuring and impairment liability by type during the three months ended March 31, 2022 (in thousands): Student Transfer Costs Severance Costs Lease Exit and Other Costs Total Balance at December 31, 2021 $ 1,282 $ 520 $ 398 $ 2,200 Payments and adjustments — (294) (67) (361) Balance at March 31, 2022 $ 1,282 $ 226 $ 331 $ 1,839 The restructuring liability amounts are recorded within either the (i) accounts payable and accrued liabilities account or (ii) rent liability account on the condensed consolidated balance sheets.

Fair Value Measurements

Fair Value Measurements	3 Months Ended
	Mar. 31, 2022
Fair Value Disclosures [Abstract]
Fair Value Measurements	Fair Value Measurements The following tables summarize fair value information as of March 31, 2022 and December 31, 2021, respectively (in thousands): As of March 31, 2022 Level 1 Level 2 Level 3 Total Mutual funds $ 905 $ — $ — $ 905 As of Level 1 Level 2 Level 3 Total Mutual funds $ 974 $ — $ — $ 974 The mutual funds in the tables above, represent deferred compensation asset balances, which are considered to be trading securities. The Company’s deferred compensation asset balances are recorded in the investments line item on the Company’s condensed consolidated balance sheets, and are classified as Level 1 securities. There were no transfers between any level categories for investments during the periods presented. There were no differences between amortized cost and fair value of investments as of March 31, 2022 or December 31, 2021, and no reclassifications out of accumulated other comprehensive income during the three months ended March 31, 2022 or 2021.

Accounts Receivable, Net

Accounts Receivable, Net	3 Months Ended
	Mar. 31, 2022
Receivables [Abstract]
Accounts Receivable, Net	Accounts Receivable, Net Accounts receivable, net, consisted of the following (in thousands): As of March 31, 2022 As of Accounts receivable $ 7,726 $ 10,562 Less allowance for credit losses 1,130 931 Accounts receivable, net $ 6,596 $ 9,631 The following table presents the changes in the allowance for credit losses for the three months ended March 31, 2022 (in thousands): Beginning Charged to Write-offs Recoveries of amounts Ending $ 931 $ 201 $ (2) $ — $ 1,130 The following table presents the changes in the allowance for credit losses for the three months ended March 31, 2021 (in thousands): Beginning Charged to Write-offs Recoveries of amounts Ending $ 1,216 $ 661 $ (159) $ — $ 1,718

Other Significant Balance Sheet

Other Significant Balance Sheet Accounts	3 Months Ended
	Mar. 31, 2022
Balance Sheet Related Disclosures [Abstract]
Other Significant Balance Sheet Accounts	Other Significant Balance Sheet Accounts Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consisted of the following (in thousands): As of March 31, 2022 As of Prepaid expenses $ 3,760 $ 2,664 Prepaid licenses 3,685 1,233 Prepaid insurance 2,437 2,254 Insurance recoverable 515 496 Other current assets (1) 6,846 6,776 Total prepaid expenses and other current assets $ 17,243 $ 13,423 (1) Other current assets includes a net asset adjustment due from Global Campus related to the Sale Transaction, which is currently in mediation. Property and Equipment, Net Property and equipment, net, consisted of the following (in thousands): As of March 31, 2022 As of Furniture and office equipment $ 22,001 $ 22,032 Software 4,493 4,493 Leasehold improvements 15,921 15,921 Vehicles 22 22 Total property and equipment 42,437 42,468 Less accumulated depreciation and amortization (17,472) (16,086) Total property and equipment, net $ 24,965 $ 26,382 For the three months ended March 31, 2022 and 2021, depreciation and amortization expense related to property and equipment was $1.4 million and $1.3 million, respectively. Goodwill and Intangibles, Net Goodwill and intangibles, net, consisted of the following (in thousands): March 31, 2022 Definite-lived intangible assets: Gross Carrying Amount Accumulated Amortization Net Carrying Amount Capitalized curriculum costs $ 14,012 $ (12,733) $ 1,279 Purchased intangible assets 14,185 (9,561) 4,624 Total definite-lived intangible assets $ 28,197 $ (22,294) $ 5,903 Goodwill 23,176 Total goodwill and intangibles, net $ 29,079 December 31, 2021 Definite-lived intangible assets: Gross Carrying Amount Accumulated Amortization Net Carrying Amount Capitalized curriculum costs $ 13,982 $ (12,796) $ 1,186 Purchased intangible assets 14,185 (9,048) 5,137 Total definite-lived intangible assets $ 28,167 $ (21,844) $ 6,323 Goodwill 23,176 Total goodwill and intangibles, net $ 29,499 For the three months ended March 31, 2022 and 2021, amortization expense was $0.6 million and $1.0 million, respectively. The following table summarizes the estimated remaining amortization expense as of each fiscal year ended below (in thousands): Year Ended December 31, Remainder of 2022 $ 1,887 2023 2,477 2024 910 2025 257 2026 137 Thereafter 235 Total future amortization expense $ 5,903 Accounts Payable and Accrued Liabilities Accounts payable and accrued liabilities consisted of the following (in thousands): As of March 31, 2022 As of Accounts payable $ 9,952 $ 5,967 Accrued salaries and wages 7,205 5,434 Accrued bonus 1,714 3,625 Accrued vacation 3,055 3,037 Accrued litigation and fees 22,376 22,376 Minimum residual liability (1) 22,481 14,987 Accrued expenses 12,816 13,400 Current leases payable 4,515 4,492 Accrued insurance liability 1,280 1,404 Accrued income taxes payable 127 47 Total accounts payable and accrued liabilities $ 85,521 $ 74,769 (1) Amount represents approximately 75% of the total amount anticipated to be remitted to Global Campus in June 2022. The amount payable could be materially different than the current estimate projected by management. Other Long-Term Liabilities Other long-term liabilities consisted of the following (in thousands): As of March 31, 2022 As of Notes payable $ 2,759 $ 2,723 Deferred revenue 673 807 Other long-term liabilities 242 1,585 Total other long-term liabilities $ 3,674 $ 5,115

Credit Facilities

Credit Facilities	3 Months Ended
	Mar. 31, 2022
Debt Disclosure [Abstract]
Credit Facilities	Credit Facilities The Company has issued letters of credit that are collateralized with cash, in the aggregate amount of $6.0 million as of March 31, 2022. The letters of credit relate primarily to the Company's leased facilities and insurance requirements. The collateralized cash is held in restricted cash on the Company's condensed consolidated balance sheets. The Company is required to provide surety bonds in certain states in which it does business. As a result, the Company previously entered into a surety bond facility with an insurance company to provide such bonds when required. Although there are no remaining issued bonds on the Company’s behalf under this facility as of March 31, 2022, the Company still holds certain liability associated with any required collateral. Subsequent to the quarter end, on April 14, 2022, the Company entered into a Financing Agreement (the “Credit Facility”) among the Company, as borrower, each of its wholly-owned subsidiaries as subsidiary guarantors (the “Guarantors”), the lenders party thereto from time to time (the “Lenders”) and Blue Torch Finance LLC, as administrative agent and collateral agent for the Lenders (the “Agent”). The Credit Facility provides for, among other things, a term loan in the aggregate principal amount of $31.5 million (the “Term Loan”). The proceeds of the Term Loan will be used (i) if necessary, to satisfy any final judgement in the CA Attorney General lawsuit, and (ii) thereafter, to fund the working capital of the Company and the Guarantors. Subject to the terms of Credit Facility, the Term Loan bears interest at a rate per annum equal to LIBOR plus 9.0%, payable monthly. The principal amount of the Term Loan will be repayable in equal quarterly installments of $393,750 beginning June 30, 2023 and through March 31, 2025, with the remaining unpaid principal amount of the Term Loan, and all accrued and unpaid interest thereon, due and payable on the maturity date of April 14, 2025. The Credit Facility contains customary representations, warranties, affirmative and negative covenants (including financial covenants), and indemnification provisions in favor of the Agent and the Lenders. The financial covenants include a minimum cash flow covenant that takes effect six months following the Effective Date and that is to be tested on a monthly basis for the trailing twelve month period, a minimum liquidity covenant that requires the Company to maintain unrestricted cash on hand at all times of at least $7.5 million (inclusive of any proceeds of the Term Loan in excess of the amounts used to satisfy any final judgment in the CA Attorney General lawsuit, and minimum revenue covenants applicable to each of the Company’s Fullstack Academy, LLC and TutorMe, LLC subsidiaries and that are to be tested on a monthly basis beginning June 30, 2022 for the trailing twelve month period. In connection with the Credit Facility, the Company issued warrants (the “Warrants”) to the Lenders to purchase at any time or from time to time on or after the date that is six months from the Effective Date, at an exercise price of $0.01 per share, such number of shares of common stock of the Company as equals 5.0% of the outstanding fully-diluted shares of common stock of the Company as of the issuance date.

Lease Obligations

Lease Obligations	3 Months Ended
	Mar. 31, 2022
Leases [Abstract]
Lease Obligations	Lease Obligations Operating Leases The Company leases various office and classroom facilities with terms that expire at various dates through 2033. These facilities are used for academic operations, corporate functions, enrollment services and student support services. The Company does not have any leases other than its office facilities and classrooms. All of the leases were classified as operating leases for the period ended March 31, 2022, and the Company does not have any finance leases. All of the leases, other than those that may qualify for the short-term scope exception of 12 months or less, are recorded on the Company’s condensed consolidated balance sheets. In 2021, the Company entered into a new lease in New York for classrooms and office space and recorded a right-of-use asset of $14.6 million in exchange for lease obligations. However, in the fourth quarter of 2021, the Company began to market this space for sublease. There is no guarantee that the Company will be able to sublease the space at rates materially similar to that of the current lease.

Income Per Share

Income Per Share	3 Months Ended
	Mar. 31, 2022
Earnings Per Share [Abstract]
Income 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 for the period, plus (ii) potentially dilutive securities outstanding during the period, if the effect is dilutive. Potentially dilutive securities for the periods presented include stock options, unvested restricted stock units (“RSUs”) and unvested performance stock units (“PSUs”). The following table sets forth the computation of basic and diluted income (loss) per share for the periods indicated (in thousands, except per share data): Three Months Ended 2022 2021 Numerator: Net income (loss) $ (7,437) $ (9,493) Denominator: Weighted average number of common shares outstanding 33,562 32,769 Effect of dilutive options and stock units — — Diluted weighted average number of common shares outstanding 33,562 32,769 Income (loss) per share: Basic $ (0.22) $ (0.29) Diluted $ (0.22) $ (0.29) The following table sets forth the number of stock options and stock units excluded from the computation of diluted income (loss) per share for the periods indicated below because their effect was anti-dilutive (in thousands): Three Months Ended 2022 2021 Stock options 1,096 1,582 Stock units 3,163 1,461

Stock-Based Compensation

Stock-Based Compensation	3 Months Ended
	Mar. 31, 2022
Share-based Payment Arrangement [Abstract]
Stock-Based Compensation	Stock-Based Compensation The Company recorded a reversal of $1.2 million of stock-based compensation expense for the three months ended March 31, 2022, primarily relating to the forfeitures of certain performance-based PSUs not meeting their targets. The Company recorded $2.4 million of stock-based compensation expense for the three months ended March 31, 2021. The related income tax expense was $0.3 million for the three months ended March 31, 2022, and the related income tax benefit was $0.6 million for the three months ended March 31, 2021. During the three months ended March 31, 2022, the Company granted 1.0 million RSUs at a weighted average grant date fair value of $0.84 and 0.5 million RSUs vested. During the three months ended March 31, 2021, the Company granted 0.5 million RSUs at a grant date fair value of $4.25, and 0.8 million RSUs vested. During the three months ended March 31, 2022, the Company granted 0.4 million performance-based PSUs at a weighted average grant date fair value of $0.91, and 0.2 million performance-based or market-based PSUs vested. During the three months ended March 31, 2021, the Company did not grant any performance-based or market-based PSUs and no performance-based or market-based PSUs vested. During each of the three months ended March 31, 2022, and 2021, the Company did not grant any stock options and no stock options were exercised. As of March 31, 2022, unrecognized compensation cost was $5.8 million related to unvested stock options, RSUs and PSUs.

Income Taxes

Income Taxes	3 Months Ended
	Mar. 31, 2022
Income Tax Disclosure [Abstract]
Income Taxes	Income Taxes The Company uses the asset-liability method to account for taxes. Under this method, deferred income tax assets and liabilities result from temporary differences between the tax basis of assets and liabilities and their reported amounts in the condensed consolidated financial statements that will result in income and deductions in future years. The Company recognizes deferred tax assets if realization of such assets is more-likely-than-not. In order to make this determination, the Company evaluates a number of factors including the ability to generate future taxable income from reversing taxable temporary differences, forecasts of financial and taxable income or loss, and the ability to carryback certain operating losses to refund taxes paid in prior years. The cumulative loss incurred over the three-year period ended March 31, 2022 constituted significant negative objective evidence against the Company’s ability to realize a benefit from its federal deferred tax assets. Such objective evidence limited the ability of the Company to consider in its evaluation certain subjective evidence such as the Company’s projections for future growth. On the basis of its evaluation, the Company determined that its deferred tax assets were not more-likely-than-not to be realized and that a valuation allowance against its deferred tax assets should continue to be maintained as of March 31, 2022. The Company’s current effective income tax rate that has been applied to normal, recurring operations for the three months ended March 31, 2022, after discrete items, was (1.1)%. As of both March 31, 2022, and December 31, 2021, the Company did not have any gross unrecognized tax benefits. Although the Company believes the tax accruals provided are reasonable, the final determination of tax returns under review or returns that may be reviewed in the future and any related litigation could result in tax liabilities that materially differ from the Company’s historical income tax provisions and accruals. The Company has analyzed filing positions in all of the federal and state jurisdictions where it is required to file income tax returns, as well as all open tax years in these jurisdictions. The 2017 tax year are forward are open to examination for federal income tax purposes, and the 2015 tax year and forward are open to examination for state income tax purposes.

Regulatory

Regulatory	3 Months Ended
	Mar. 31, 2022
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 (“Higher Education Act”), and the regulations promulgated thereunder by the U.S. Department of Education (“Department”) subject the Company and its university partners to significant regulatory scrutiny on the basis of numerous standards that institutions of higher education must satisfy in order to participate in the various federal student financial aid programs under Title IV of the Higher Education Act (“Title IV programs”). After the sale of the University to Global Campus, the Company remains responsible for liabilities resulting from any violation of these regulatory requirements during the time it owned and operated the University, either directly or by an obligation to indemnify Global Campus. 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 During the fiscal year 2018, the Company recorded an expense of $1.5 million, 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 Global Campus (formerly Ashford University) Global Campus is regionally accredited by WASC Senior College and University Commission (“WSCUC”). In June 2019, WSCUC acted to reaffirm accreditation through Spring 2025. In November 2020, WSCUC approved the change of control application filed to complete the Sale Transaction, subject to certain conditions. WSCUC notified Global Campus that the provisions of the Notice of Concern issued as part of the reaffirmation of the University in July 2019 also remain in effect. Department of Education Regulation On December 1, 2020, the parties to the Purchase Agreement entered into Amendment No. 1 to the Purchase Agreement (“Amendment”) pursuant to which, among other things, the University of Arizona and Global Campus waived the closing condition regarding issuance of a pre-acquisition review notice by the Department of Education. Under the terms of the Purchase Agreement, as amended, the Closing was subject to customary closing conditions for transactions in this sector. The Department 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. 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 March 18, 2021, the Department announced it would adopt a streamlined approach for granting full debt relief to borrowers reversing the methodology first announced in December 2019 that allowed for partial student loan cancellation for borrowers. The Department determined that the previous methodology did not result in an appropriate relief determination.

Commitments and Contingencies

Commitments and Contingencies	3 Months Ended
	Mar. 31, 2022
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 (“CA Attorney General”) an Investigative Subpoena relating to the CA Attorney General’s investigation of for-profit educational institutions. Pursuant to the Investigative Subpoena, the CA Attorney General requested documents and detailed information for the time period March 1, 2009 to the date of the Investigative Subpoena. On July 24, 2013, the CA Attorney General filed a petition to enforce certain categories of the Investigative Subpoena related to recorded calls and electronic marketing data. On September 25, 2013, the Company reached an agreement with the CA Attorney General to produce certain categories of the documents requested in the petition and stipulated to continue the hearing on the petition to enforce from October 3, 2013 to January 9, 2014. On January 13, 2014 and June 19, 2014, the Company received additional Investigative Subpoenas from the CA Attorney General, each requesting additional documents and information for the time period March 1, 2009 through each such date. Representatives from the Company met with representatives from the CA Attorney General’s office on several occasions to discuss the status of the investigation, additional information requests, and specific concerns related to possible unfair business practices in connection with the Company’s recruitment of students and debt collection practices. The parties also discussed a potential resolution involving injunctive relief, other non-monetary remedies and a payment to the CA Attorney General and in the third quarter of 2016, the Company recorded an expense of $8.0 million related to the cost of resolving this matter. The parties did not reach a resolution and on November 29, 2017, the CA Attorney General filed suit against the Company. The Company vigorously defended 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. A trial took place from November 2021 through December 2021. On March 7, 2022, the Superior Court of the State of California, County of San Diego (the “Court”), issued a Statement of Decision regarding the Lawsuit in favor of the CA Attorney General. In the Statement of Decision, the Court ordered the Company to pay $22.4 million in statutory penalties. As a result, the Company accrued an additional $14.3 million in the fourth quarter of 2021, and the total of $22.4 million remains accrued as of March 31, 2022. The Court denied the CA Attorney General’s demands for restitution and injunctive relief finding no evidence postdating 2017 that would necessitate an injunction. The Company is disappointed by the Court’s decision and believes that its practices were at all times in compliance with California law. The Company is currently considering all options available to it related to the Statement of Decision. On April 7, 2022, the Company filed a motion for a new trial and/or to set aside and vacate the judgement, which is currently set for a hearing on May 13, 2022.

Segment Reporting

Segment Reporting	3 Months Ended
	Mar. 31, 2022
Segment Reporting [Abstract]
Segment Reporting Disclosure	Segment Information The Company operates in two reportable segments: University Partners and Zovio Growth. The Company reports segment information based upon the management approach, and how the chief operating decision maker views the operations. The Company has three operating segments: Fullstack, TutorMe, and Zovio, and two reportable segments: University Partners and Zovio Growth. The Company’s operating segments are determined based on (i) financial information reviewed by the CEO, who is the chief operating decision maker, (ii) internal management and related reporting structure, and (iii) the basis upon which the chief operating decision maker makes resource allocation decisions. The Fullstack and TutorMe operating segments are aggregated into a single reportable segment, called Zovio Growth. The aggregation of the Fullstack and TutorMe operating segments is based on their uniform customer bases and methods of services provided as required by ASC 280-10-50-12. Based on these same quantitative tests, the Zovio operating segment is a separate reportable segment, called University Partners. 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 University Partners segment includes the technology and services provided to colleges and universities to enable the online delivery of degree programs and related goods and services. Segment Performance The following table summarizes financial information regarding each reportable segment’s results of operations for the periods presented (in thousands): Three Months Ended 2022 2021 Revenue by segment University Partners $ 52,333 $ 69,679 Zovio Growth 9,300 7,180 Total revenue and other revenue $ 61,633 $ 76,859 Segment profitability University Partners $ (2,626) $ (5,437) Zovio Growth (2,573) (1,615) Total segment profitability(1) $ (5,199) $ (7,052) (1) Segment profitability represents EBITDA. The following table reconciles total loss before income taxes to total segment profitability (in thousands): Three Months Ended 2022 2021 Loss before income taxes $ (7,359) $ (9,410) Adjustments: Other expense, net 127 73 Depreciation and amortization expense 2,033 2,285 Total segment profitability $ (5,199) $ (7,052) During both the three months ended March 31, 2022 and March 31, 2021, Global Campus accounted for the entire amount of the University Partners segment revenue, respectively. During both the three months ended March 31, 2022 or 2021, there were no customers or individual university clients which accounted for 10% or more of the Zovio Growth segment revenue. The Company’s total assets by segment are as follows (in thousands): As of March 31, 2022 As of University Partners $ 88,172 $ 86,628 Zovio Growth 60,579 62,406 Total assets $ 148,751 $ 149,034 As of March 31, 2022, approximately $34.3 million of the assets in University Partners were considered to be entity-wide assets. The Company’s accounts receivable and current deferred revenue in each segment are as follows (in thousands): As of March 31, 2022 As of University Partners $ 64 $ 78 Zovio Growth 6,532 9,553 Total accounts receivable $ 6,596 $ 9,631 University Partners $ — $ — Zovio Growth 15,157 14,939 Total deferred revenue and student deposits, current $ 15,157 $ 14,939 As of each March 31, 2022 and December 31, 2021, the University Partners accounts receivable balance was immaterial. As of each March 31, 2022 and December 31, 2021, there were no individual partners or customers which accounted for 10% or more of the Zovio Growth accounts receivable balance, as customers are individual students or third parties paying on their behalf, rather than university clients. The Company’s goodwill amounts as of March 31, 2022 and December 31, 2021, respectively, are fully attributable to the Zovio Growth segment. For additional information on goodwill, see Note 7, “Other Significant Balance Sheet Accounts - Goodwill and intangibles, net.”

Subsequent Events

Subsequent Events	3 Months Ended
	Mar. 31, 2022
Subsequent Events [Abstract]
Subsequent Events	Subsequent Events The Company performed an evaluation of events occurring between the end of our most recent quarter end and the date of filing these condensed consolidated financial statements. The majority of our cash comes from our Services Agreement with our largest customer. The service fees in the Services Agreement are subject to certain minimum residual liability adjustments, including performance-based adjustments, minimum profit level adjustments, and excess direct cost adjustments. These adjustments are all variable in nature in that they depend upon the Company’s performance, and to a certain extent the performance of our customer, during each service period. On April 11, 2022 the Company and their largest customer modified the payment terms from monthly to bi-monthly for the months of July, August and September 2022.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	3 Months Ended
	Mar. 31, 2022
Accounting Policies [Abstract]
Principles of Consolidation	Principles of Consolidation The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. Intercompany transactions have been eliminated in consolidation.
Unaudited Interim Financial Information	Unaudited Interim Financial Information The condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the U.S. (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, these financial statements do not include all of the information and footnotes required by GAAP for complete annual financial statements and should be read in conjunction with the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, which was filed with the Securities and Exchange Commission (“SEC”) on April 15, 2022. In the opinion of management, the condensed consolidated financial statements include all adjustments, consisting of normal recurring adjustments, considered necessary to present a fair statement of the Company’s condensed consolidated financial position, results of operations and cash flows as of and for the periods presented. Operating results for any interim period are not necessarily indicative of the results that may be expected for the full year. The year-end condensed consolidated balance sheet data was derived from audited consolidated financial statements but does not include all disclosures required by GAAP for complete annual consolidated financial statements.
Use of Estimates	Use of Estimates The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts in the condensed consolidated financial statements. Actual results could differ from those estimates.
Comprehensive Income (Loss)	Comprehensive Income (Loss) The Company has no components of other comprehensive income (loss), and therefore, comprehensive income (loss) equals net income (loss).
Recent Accounting Pronouncements	Recent Accounting Pronouncements None noted as applicable.

Revenue, Other Revenue and De_2

Revenue, Other Revenue and Deferred Revenue (Tables)	3 Months Ended
	Mar. 31, 2022
Revenue Recognition [Abstract]
Disaggregation of revenue	The following table presents the Company’s net revenue disaggregated based on the revenue source (in thousands): Three Months Ended 2022 2021 Strategic services revenue $ 50,289 $ 66,927 Transition services income 2,009 2,752 Tuition revenue, net 9,246 7,089 Other revenue, net (1) 89 91 Total revenue, net $ 61,633 $ 76,859 (1) Primarily consists of revenues generated from various services and other miscellaneous fees. The following table presents the Company’s net revenue disaggregated based on the timing of revenue recognition (in thousands): Three Months Ended 2022 2021 Over time, over period of instruction $ 61,592 $ 76,768 Point in time (1) 41 91 Total revenue, net $ 61,633 $ 76,859 (1) Represents revenue generated from digital textbooks and other miscellaneous fees.
Deferred Revenue and Student Deposits	Current deferred revenue and student deposits consisted of the following (in thousands): As of March 31, 2022 As of Deferred revenue, current $ 14,734 $ 14,469 Student deposits 423 470 Total current deferred revenue and student deposits $ 15,157 $ 14,939
Deferred revenue of Company's contracts with customers	Below are the opening and closing balances of current deferred revenue from the Company’s contracts with customers (in thousands): March 31, 2022 March 31, 2021 Current deferred revenue opening balance, January 1 $ 14,469 $ 7,477 Current deferred revenue closing balance, March 31 14,734 7,307 Increase (decrease) $ 265 $ (170)

Restructuring and Impairment _2

Restructuring and Impairment Expense Restructuring and Impairment Expense (Tables)	3 Months Ended
	Mar. 31, 2022
Restructuring and Related Activities [Abstract]
Schedule of restructuring reserve by type of cost	The following table summarizes the changes in the Company's restructuring and impairment liability by type during the three months ended March 31, 2022 (in thousands): Student Transfer Costs Severance Costs Lease Exit and Other Costs Total Balance at December 31, 2021 $ 1,282 $ 520 $ 398 $ 2,200 Payments and adjustments — (294) (67) (361) Balance at March 31, 2022 $ 1,282 $ 226 $ 331 $ 1,839

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	3 Months Ended
	Mar. 31, 2022
Fair Value Disclosures [Abstract]
Fair Value Information of Short and Long-term Investments	The following tables summarize fair value information as of March 31, 2022 and December 31, 2021, respectively (in thousands): As of March 31, 2022 Level 1 Level 2 Level 3 Total Mutual funds $ 905 $ — $ — $ 905 As of Level 1 Level 2 Level 3 Total Mutual funds $ 974 $ — $ — $ 974

Accounts Receivable, Net (Table

Accounts Receivable, Net (Tables)	3 Months Ended
	Mar. 31, 2022
Receivables [Abstract]
Schedule of Accounts Receivable, Net	Accounts receivable, net, consisted of the following (in thousands): As of March 31, 2022 As of Accounts receivable $ 7,726 $ 10,562 Less allowance for credit losses 1,130 931 Accounts receivable, net $ 6,596 $ 9,631
Changes in Allowance for Doubtful Accounts, Accounts Receivable	The following table presents the changes in the allowance for credit losses for the three months ended March 31, 2022 (in thousands): Beginning Charged to Write-offs Recoveries of amounts Ending $ 931 $ 201 $ (2) $ — $ 1,130 The following table presents the changes in the allowance for credit losses for the three months ended March 31, 2021 (in thousands): Beginning Charged to Write-offs Recoveries of amounts Ending $ 1,216 $ 661 $ (159) $ — $ 1,718

Other Significant Balance She_2

Other Significant Balance Sheet Accounts (Tables)	3 Months Ended
	Mar. 31, 2022
Balance Sheet Related Disclosures [Abstract]
Prepaid Expenses and Other Current Assets	Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consisted of the following (in thousands): As of March 31, 2022 As of Prepaid expenses $ 3,760 $ 2,664 Prepaid licenses 3,685 1,233 Prepaid insurance 2,437 2,254 Insurance recoverable 515 496 Other current assets (1) 6,846 6,776 Total prepaid expenses and other current assets $ 17,243 $ 13,423 (1) Other current assets includes a net asset adjustment due from Global Campus related to the Sale Transaction, which is currently in mediation.
Property and Equipment, Net	Property and Equipment, Net Property and equipment, net, consisted of the following (in thousands): As of March 31, 2022 As of Furniture and office equipment $ 22,001 $ 22,032 Software 4,493 4,493 Leasehold improvements 15,921 15,921 Vehicles 22 22 Total property and equipment 42,437 42,468 Less accumulated depreciation and amortization (17,472) (16,086) Total property and equipment, net $ 24,965 $ 26,382 For the three months ended March 31, 2022 and 2021, depreciation and amortization expense related to property and equipment was $1.4 million and $1.3 million, respectively.
Goodwill and Intangibles, Net	Goodwill and Intangibles, Net Goodwill and intangibles, net, consisted of the following (in thousands): March 31, 2022 Definite-lived intangible assets: Gross Carrying Amount Accumulated Amortization Net Carrying Amount Capitalized curriculum costs $ 14,012 $ (12,733) $ 1,279 Purchased intangible assets 14,185 (9,561) 4,624 Total definite-lived intangible assets $ 28,197 $ (22,294) $ 5,903 Goodwill 23,176 Total goodwill and intangibles, net $ 29,079 December 31, 2021 Definite-lived intangible assets: Gross Carrying Amount Accumulated Amortization Net Carrying Amount Capitalized curriculum costs $ 13,982 $ (12,796) $ 1,186 Purchased intangible assets 14,185 (9,048) 5,137 Total definite-lived intangible assets $ 28,167 $ (21,844) $ 6,323 Goodwill 23,176 Total goodwill and intangibles, net $ 29,499 For the three months ended March 31, 2022 and 2021, amortization expense was $0.6 million and $1.0 million, respectively.
Intangibles, Estimated Remaining Amortization Expense	The following table summarizes the estimated remaining amortization expense as of each fiscal year ended below (in thousands): Year Ended December 31, Remainder of 2022 $ 1,887 2023 2,477 2024 910 2025 257 2026 137 Thereafter 235 Total future amortization expense $ 5,903
Accounts Payable and Accrued Liabilities	Accounts Payable and Accrued Liabilities Accounts payable and accrued liabilities consisted of the following (in thousands): As of March 31, 2022 As of Accounts payable $ 9,952 $ 5,967 Accrued salaries and wages 7,205 5,434 Accrued bonus 1,714 3,625 Accrued vacation 3,055 3,037 Accrued litigation and fees 22,376 22,376 Minimum residual liability (1) 22,481 14,987 Accrued expenses 12,816 13,400 Current leases payable 4,515 4,492 Accrued insurance liability 1,280 1,404 Accrued income taxes payable 127 47 Total accounts payable and accrued liabilities $ 85,521 $ 74,769 (1) Amount represents approximately 75% of the total amount anticipated to be remitted to Global Campus in June 2022. The amount payable could be materially different than the current estimate projected by management.
Deferred Revenue and Student Deposits	Current deferred revenue and student deposits consisted of the following (in thousands): As of March 31, 2022 As of Deferred revenue, current $ 14,734 $ 14,469 Student deposits 423 470 Total current deferred revenue and student deposits $ 15,157 $ 14,939
Other Long-Term Liabilities	Other Long-Term Liabilities Other long-term liabilities consisted of the following (in thousands): As of March 31, 2022 As of Notes payable $ 2,759 $ 2,723 Deferred revenue 673 807 Other long-term liabilities 242 1,585 Total other long-term liabilities $ 3,674 $ 5,115

Income Per Share (Tables)

Income Per Share (Tables)	3 Months Ended
	Mar. 31, 2022
Earnings Per Share [Abstract]
Computation of Basic and Diluted Earnings Per Common Share	The following table sets forth the computation of basic and diluted income (loss) per share for the periods indicated (in thousands, except per share data): Three Months Ended 2022 2021 Numerator: Net income (loss) $ (7,437) $ (9,493) Denominator: Weighted average number of common shares outstanding 33,562 32,769 Effect of dilutive options and stock units — — Diluted weighted average number of common shares outstanding 33,562 32,769 Income (loss) per share: Basic $ (0.22) $ (0.29) Diluted $ (0.22) $ (0.29)
Antidilutive Securities	The following table sets forth the number of stock options and stock units excluded from the computation of diluted income (loss) per share for the periods indicated below because their effect was anti-dilutive (in thousands): Three Months Ended 2022 2021 Stock options 1,096 1,582 Stock units 3,163 1,461

Segment Reporting (Tables)

Segment Reporting (Tables)	3 Months Ended
	Mar. 31, 2022
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): Three Months Ended 2022 2021 Revenue by segment University Partners $ 52,333 $ 69,679 Zovio Growth 9,300 7,180 Total revenue and other revenue $ 61,633 $ 76,859 Segment profitability University Partners $ (2,626) $ (5,437) Zovio Growth (2,573) (1,615) Total segment profitability(1) $ (5,199) $ (7,052)

Revenue, Other Revenue and De_3

Revenue, Other Revenue and Deferred Revenue (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2022USD ($)reportableSegment	Mar. 31, 2021USD ($)	Dec. 31, 2021USD ($)	Jan. 01, 2021USD ($)	Jan. 01, 2020USD ($)
Disaggregation of Revenue [Line Items]
Revenue and other revenue	$ 61,633	$ 76,859
Number of reportable segments | reportableSegment	2
Contract with Customer, Liability, Current	$ 14,734		$ 14,469
Contract with Customer, Refund Liability, Current	423		470
Deferred revenue and student deposits	15,157		$ 14,939
Deferred revenue, opening balance	14,734	7,307		$ 14,469	$ 7,477
Deferred revenue, ending balance	14,734	7,307		$ 14,469	$ 7,477
Deferred revenue, increase (decrease)	265	(170)
Deferred revenue, revenue recognized	6,700	4,700
Over time, over period of instruction
Disaggregation of Revenue [Line Items]
Revenue and other revenue	61,592	76,768
Point in time
Disaggregation of Revenue [Line Items]
Revenue and other revenue	41	91
Strategic services revenue
Disaggregation of Revenue [Line Items]
Revenue and other revenue	50,289	66,927
Other revenue
Disaggregation of Revenue [Line Items]
Revenue and other revenue	2,009	2,752
Tuition revenue, net
Disaggregation of Revenue [Line Items]
Revenue and other revenue	9,246	7,089
Other revenue, net (1)
Disaggregation of Revenue [Line Items]
Revenue and other revenue	$ 89	$ 91

Restructuring and Impairment _3

Restructuring and Impairment Expense (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Jun. 30, 2021
Restructuring Reserve [Roll Forward]
Restructuring reserve at beginning of period	$ 2,200
Payments and adjustments	(361)
Restructuring reserve at end of period	1,839
Student Transfer Costs
Restructuring Reserve [Roll Forward]
Restructuring reserve at beginning of period	1,282
Restructuring and impairment expense		$ 1,500
Payments and adjustments	0
Restructuring reserve at end of period	1,282
Lease Exit and Other Costs
Restructuring Reserve [Roll Forward]
Restructuring reserve at beginning of period	398
Payments and adjustments	(67)
Restructuring reserve at end of period	331
Severance Costs
Restructuring Reserve [Roll Forward]
Restructuring reserve at beginning of period	520
Payments and adjustments	(294)
Restructuring reserve at end of period	$ 226

Fair Value Measurements (Detail

Fair Value Measurements (Details) - USD ($)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Mutual funds	$ 905,000		$ 974,000
Reclassification from accumulated other comprehensive income, current period, before Tax	0	$ 0
Mutual funds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Mutual funds	905,000		974,000
Mutual funds | Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Mutual funds	905,000		974,000
Mutual funds | Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Mutual funds	0		0
Mutual funds | Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Mutual funds	$ 0		$ 0

Accounts Receivable, Net (Detai

Accounts Receivable, Net (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Receivables [Abstract]
Accounts receivable	$ 7,726	$ 10,562
Less allowance for credit losses	1,130	931
Accounts receivable, net	$ 6,596	$ 9,631

Accounts Receivable, Net (Chang

Accounts Receivable, Net (Change in Allowance) (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Accounts Receivable, Allowance for Credit Loss [Roll Forward]
Beginning Balance	$ 931	$ 1,216
Charged to Expense	201	661
Write-offs	(2)	(159)
Recoveries of amounts	0	0
Ending Balance	$ 1,130	$ 1,718

Other Significant Balance She_3

Other Significant Balance Sheet Accounts (Prepaid Expenses and Other Current Assets) (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Prepaid Expense and Other Assets, Current [Abstract]
Prepaid expenses	$ 3,760	$ 2,664
Prepaid licenses	3,685	1,233
Prepaid insurance	2,437	2,254
Insurance recoverable	515	496
Other current assets (1)	6,846	6,776
Total prepaid expenses and other current assets	$ 17,243	$ 13,423

Other Significant Balance She_4

Other Significant Balance Sheet Accounts (Property and Equipment, Net) (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 42,437		$ 42,468
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment	(17,472)		(16,086)
Property, Plant and Equipment, Net, Total	24,965		26,382
Depreciation	1,400	$ 1,300
Furniture and office equipment
Property, Plant and Equipment [Line Items]
Property and equipment, gross	22,001		22,032
Software
Property, Plant and Equipment [Line Items]
Property and equipment, gross	4,493		4,493
Leasehold improvements
Property, Plant and Equipment [Line Items]
Property and equipment, gross	15,921		15,921
Vehicles
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 22		$ 22

Other Significant Balance She_5

Other Significant Balance Sheet Accounts (Goodwill and Intangibles, Net) (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021
Goodwill and Intangibles, Net
Definite-lived intangible assets, gross carrying amount	$ 28,197		$ 28,167
Definite-lived intangible assets, accumulated amortization	(22,294)		(21,844)
Total future amortization expense	5,903		6,323
Goodwill	23,176		23,176
Total goodwill and intangibles, net	29,079		29,499
Amortization of intangible Assets	600	$ 1,000
Capitalized curriculum costs
Goodwill and Intangibles, Net
Definite-lived intangible assets, gross carrying amount	14,012		13,982
Definite-lived intangible assets, accumulated amortization	(12,733)		(12,796)
Total future amortization expense	1,279		1,186
Purchased intangible assets
Goodwill and Intangibles, Net
Definite-lived intangible assets, gross carrying amount	14,185		14,185
Definite-lived intangible assets, accumulated amortization	(9,561)		(9,048)
Total future amortization expense	$ 4,624		$ 5,137

Other Significant Balance She_6

Other Significant Balance Sheet Accounts (Remaining Amortization Expense) (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract]
Remainder of 2022	$ 1,887
2023	2,477
2024	910
2025	257
2026	137
Thereafter	235
Total future amortization expense	$ 5,903	$ 6,323

Other Significant Balance She_7

Other Significant Balance Sheet Accounts (Accounts Payable and Accrued Liabilities) (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Balance Sheet Related Disclosures [Abstract]
Accounts payable	$ 9,952	$ 5,967
Accrued salaries and wages	7,205	5,434
Accrued bonus	1,714	3,625
Accrued vacation	3,055	3,037
Accrued litigation and fees	22,376	22,376
Minimum residual liability (1)	22,481	14,987
Accrued expenses	12,816	13,400
Current leases payable	4,515	4,492
Accrued insurance liability	1,280	1,404
Accrued income taxes payable	127	47
Total accounts payable and accrued liabilities	$ 85,521	$ 74,769
Percentage of Anticipated Minimum Residual Liability Payment in Current Accrued Expenses	75.00%

Other Significant Balance She_8

Other Significant Balance Sheet Accounts (Other Long-term Liabilities) (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Balance Sheet Related Disclosures [Abstract]
Notes payable	$ 2,759	$ 2,723
Deferred revenue	673	807
Other long-term liabilities	242	1,585
Total other long-term liabilities	$ 3,674	$ 5,115

Credit Facilities (Details)

Credit Facilities (Details) - USD ($)	21 Months Ended
	Mar. 31, 2025	Apr. 14, 2022	Mar. 31, 2022
Line of Credit Facility [Line Items]
Revolving line of credit, letters of credit outstanding			$ 6,000,000
Surety bond facility, issued amount			$ 0
Subsequent Event
Line of Credit Facility [Line Items]
Line of Credit Facility, Fair Value of Amount Outstanding		$ 31,500,000
Line of Credit Facility, Periodic Payment	$ 393,750
Restricted Cash		$ 7,500,000
Class of Warrant or Right, Exercise Price of Warrants or Rights		$ 0.01
Class of Warrant or Right, Percentage of Common Shares Called by Warrants		5.00%
Subsequent Event | London Interbank Offered Rate (LIBOR)
Line of Credit Facility [Line Items]
Line of Credit Facility, Interest Rate at Period End		9.00%

Lease Obligations (Details)

Lease Obligations (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2022USD ($)ft²sublease	Mar. 31, 2021USD ($)	Dec. 31, 2021USD ($)
Lessee, Lease, Description [Line Items]
Number of subleases | sublease	1
Sublease income	$ 100	$ 600
Operating lease assets	28,103		$ 28,881
Fullstack Academy
Lessee, Lease, Description [Line Items]
Operating lease assets	$ 14,600
COLORADO, Commencing on April 1, 2019 [Member]
Lessee, Lease, Description [Line Items]
Area of Real Estate Property | ft²	21,000
Commitment to lease	11 months
Sublease income	$ 600

Income Per Share (Basic and Dil

Income Per Share (Basic and Diluted Earnings Per Share) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Numerator:
Net income (loss)	$ (7,437)	$ (9,493)
Denominator:
Weighted average number of common shares outstanding (in shares)	33,562	32,769
Effect of dilutive options and stock units (in shares)	0	0
Diluted weighted average number of common shares outstanding (in shares)	33,562	32,769
Income (loss) per share:
Earnings Per Share, Basic (in dollars per share)	$ (0.22)	$ (0.29)
Earnings Per Share, Diluted (in dollars per share)	$ (0.22)	$ (0.29)

Income Per Share (Anti-dilutive

Income Per Share (Anti-dilutive Securities) (Details) - shares shares in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Stock options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of dilutive common shares outstanding	1,096	1,582
Stock units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of dilutive common shares outstanding	3,163	1,461

Stock-Based Compensation (Detai

Stock-Based Compensation (Details) - USD ($) $ / shares in Units, $ in Millions	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense	$ (1.2)	$ 2.4
Income tax benefit of stock-based compensation expense	(0.3)	$ 0.6
Unrecognized compensation cost related to unvested options and RSUs	$ 5.8
Restricted Stock Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Non-option equity instruments granted during the period (in shares)	1,000,000	500,000
Grant date fair value (in dollars per share)	$ 0.84	$ 4.25
Equity instruments other than options vested during period (in units)	500,000	800,000
Performance Shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Grant date fair value (in dollars per share)	$ 0.91
Equity instruments other than options vested during period (in units)	200,000	0
Other than option equity instruments granted during the period (in shares)	400,000	0
Stock options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options granted during the period (in shares)	0	0
Exercise of stock options (in shares)	0	0

Income Taxes (Details)

Income Taxes (Details)	3 Months Ended
	Mar. 31, 2022
Settlement with taxing authority
Income Tax Contingency [Line Items]
Effective tax rate	(1.10%)

Regulatory US Department of Edu

Regulatory US Department of Education (Details) $ in Millions	3 Months Ended
	Jun. 30, 2021USD ($)
Student Transfer Costs
Regulatory Liabilities [Line Items]
Restructuring and impairment expense	$ 1.5

Commitments and Contingencies (

Commitments and Contingencies (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2021	Mar. 31, 2022	Sep. 30, 2016
Loss Contingencies [Line Items]
Litigation Settlement, Expense	$ 14.3
CALIFORNIA
Loss Contingencies [Line Items]
Estimated litigation liability		$ 22.4	$ 8

Segment Reporting (Details)

Segment Reporting (Details) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021
Segment Reporting Information [Line Items]
Revenue and other revenue	$ 61,633	$ 76,859
ProfitLossFromSegmentOperations	(5,199)	(7,052)
Interest Revenue (Expense), Net	127	73
Depreciation and amortization	2,033	2,285
Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest	(7,359)	(9,410)
Carrying value of assets	148,751		$ 149,034
Accounts and Other Receivables, Net, Current	6,596		9,631
Deferred Revenue	15,157		14,939
University partnerships segment
Segment Reporting Information [Line Items]
Revenue and other revenue	52,333	69,679
ProfitLossFromSegmentOperations	(2,626)	(5,437)
Carrying value of assets	88,172		86,628
Accounts and Other Receivables, Net, Current	64		78
Deferred Revenue	0		0
University partnerships segment | Consolidated Entities
Segment Reporting Information [Line Items]
Carrying value of assets	34,300
Growth segment
Segment Reporting Information [Line Items]
Revenue and other revenue	9,300	7,180
ProfitLossFromSegmentOperations	(2,573)	$ (1,615)
Carrying value of assets	60,579		62,406
Accounts and Other Receivables, Net, Current	6,532		9,553
Deferred Revenue	$ 15,157		$ 14,939
Growth segment | Revenue Benchmark | Customer Concentration Risk
Segment Reporting Information [Line Items]
Concentration Risk, Percentage	10.00%	10.00%	10.00%

Subsequent Events (Details)

Subsequent Events (Details) $ in Millions	Apr. 14, 2022USD ($)
Subsequent Event
Subsequent Event [Line Items]
Line of Credit Facility, Fair Value of Amount Outstanding	$ 31.5