BRIDGEPOINT EDUCATION INC, 10-Q filed on 5/2/2017
Quarterly Report
Document and Entity Information
3 Months Ended
Mar. 31, 2017
Apr. 27, 2017
Document and Entity Information [Abstract]
 
 
Entity Registrant Name
BRIDGEPOINT EDUCATION INC 
 
Entity Central Index Key
0001305323 
 
Current Fiscal Year End Date
--12-31 
 
Entity Filer Category
Accelerated Filer 
 
Document Type
10-Q 
 
Document Period End Date
Mar. 31, 2017 
 
Document Fiscal Year Focus
2017 
 
Document Fiscal Period Focus
Q1 
 
Amendment Flag
false 
 
Entity Common Stock, Shares Outstanding
 
28,787,076 
Condensed Consolidated Balance Sheets (USD $)
In Thousands, unless otherwise specified
Mar. 31, 2017
Dec. 31, 2016
Current assets:
 
 
Cash and cash equivalents
$ 164,733 
$ 307,802 
Restricted cash
20,182 
24,533 
Investments
31,803 
49,434 
Accounts receivable, net
32,925 
26,457 
Prepaid expenses and other current assets
23,386 
23,467 
Total current assets
273,029 
431,693 
Property and equipment, net
12,206 
12,218 
Goodwill and intangibles, net
16,593 
17,419 
Deferred income taxes
1,300 
Other long-term assets
1,942 
2,046 
Total assets
305,070 
463,376 
Current liabilities:
 
 
Accounts payable and accrued liabilities
67,203 
77,866 
Deferred revenue and student deposits
71,795 
74,666 
Total current liabilities
138,998 
152,532 
Rent liability
13,370 
16,508 
Other long-term liabilities
13,408 
13,630 
Total liabilities
165,776 
182,670 
Commitments and contingencies (see Note 13)
   
   
Preferred stock, $0.01 par value:
 
 
20,000 shares authorized; zero shares issued and outstanding at both March 31, 2017, and December 31, 2016
Common stock, $0.01 par value:
 
 
300,000 shares authorized; 64,395 issued and 28,766 outstanding at March 31, 2017; 64,035 issued and 46,478 outstanding at December 31, 2016
644 
641 
Additional paid-in capital
196,569 
195,854 
Retained earnings
431,150 
421,281 
Accumulated other comprehensive income (loss)
(1)
Treasury stock, 35,629 and 17,557 shares at cost at March 31, 2017, and December 31, 2016, respectively
(489,069)
(337,069)
Total stockholders' equity
139,294 
280,706 
Total liabilities and stockholders' equity
$ 305,070 
$ 463,376 
Condensed Consolidated Balance Sheets - Parenthetical (USD $)
Mar. 31, 2017
Dec. 31, 2016
Stockholders' equity:
 
 
Preferred stock, par value
$ 0.01 
$ 0.01 
Preferred stock, shares authorized
20,000,000 
20,000,000 
Preferred stock, shares issued
Preferred stock, shares outstanding
Common stock, par value
$ 0.01 
$ 0.01 
Common stock, shares authorized
300,000,000 
300,000,000 
Common stock, shares issued
64,395,000 
64,035,000 
Common stock, shares outstanding
28,766,000 
46,478,000 
Treasury stock, shares at cost
35,629,000 
17,557,000 
Condensed Consolidated Statements of Income (USD $)
In Thousands, except Per Share data, unless otherwise specified
3 Months Ended
Mar. 31, 2017
Mar. 31, 2016
Income Statement [Abstract]
 
 
Revenue
$ 129,490 
$ 133,002 
Costs and expenses:
 
 
Instructional costs and services
63,039 
69,586 
Admissions advisory and marketing
44,762 
51,677 
General and administrative
12,027 
13,455 
Legal settlement expense
13,874 
Restructuring and impairment charges
709 
Total costs and expenses
119,828 
149,301 
Operating income (loss)
9,662 
(16,299)
Other income, net
443 
683 
Income (loss) before income taxes
10,105 
(15,616)
Income tax expense (benefit)
236 
(5,504)
Net income (loss)
$ 9,869 
$ (10,112)
Income (loss) per share:
 
 
Basic (in usd per share)
$ 0.23 
$ (0.22)
Diluted (in usd per share)
$ 0.23 
$ (0.22)
Weighted average number of common shares outstanding used in computing income (loss) per share:
 
 
Basic (in shares)
42,100 
45,933 
Diluted (in shares)
42,997 
45,933 
Condensed Consolidated Statements of Comprehensive Income (USD $)
In Thousands, unless otherwise specified
3 Months Ended
Mar. 31, 2017
Mar. 31, 2016
Statement of Comprehensive Income [Abstract]
 
 
Net income (loss)
$ 9,869 
$ (10,112)
Other comprehensive income, net of tax:
 
 
Unrealized gains on investments
165 
Comprehensive income (loss)
$ 9,870 
$ (9,947)
Condensed Consolidated Statement of Stockholders' Equity (USD $)
In Thousands, unless otherwise specified
Total
Common Stock
Additional Paid-in Capital
Retained Earnings
Accumulated Other Comprehensive (Loss) Income
Treasury Stock
Balance at Dec. 31, 2015
$ 303,650 
$ 634 
$ 188,863 
$ 451,321 
$ (99)
$ (337,069)
Balance, shares at Dec. 31, 2015
 
63,407 
 
 
 
 
Increase (Decrease) in Stockholders' Equity [Roll Forward]
 
 
 
 
 
 
Stock-based compensation
2,298 
 
2,298 
 
 
 
Exercise of stock options, shares
 
178 
 
 
 
 
Exercise of stock options
138 
136 
 
 
 
Excess tax benefit of option exercises and restricted stock, net of tax shortfall
336 
 
336 
 
 
 
Stock issued under stock incentive plan, net of shares held for taxes, shares
 
233 
 
 
 
 
Stock issued under stock incentive plan, net of shares held for taxes
(1,603)
(1,605)
 
 
 
Net income
(10,112)
 
 
(10,112)
 
 
Unrealized gains on investments, net of tax
165 
 
 
 
165 
 
Balance at Mar. 31, 2016
294,872 
638 
190,028 
441,209 
66 
(337,069)
Balance, shares at Mar. 31, 2016
 
63,818 
 
 
 
 
Balance at Dec. 31, 2016
280,706 
641 
195,854 
421,281 
(1)
(337,069)
Balance, shares at Dec. 31, 2016
 
64,035 
 
 
 
 
Increase (Decrease) in Stockholders' Equity [Roll Forward]
 
 
 
 
 
 
Stock-based compensation
900 
 
900 
 
 
 
Exercise of stock options, shares
 
139 
 
 
 
 
Exercise of stock options
1,299 
1,298 
 
 
 
Stock issued under stock incentive plan, net of shares held for taxes, shares
 
221 
 
 
 
 
Stock issued under stock incentive plan, net of shares held for taxes
(1,481)
(1,483)
 
 
 
Stock repurchase
(152,000)
 
 
 
 
(152,000)
Net income
9,869 
 
 
9,869 
 
 
Unrealized gains on investments, net of tax
 
 
 
 
Balance at Mar. 31, 2017
$ 139,294 
$ 644 
$ 196,569 
$ 431,150 
$ 0 
$ (489,069)
Balance, shares at Mar. 31, 2017
 
64,395 
 
 
 
 
Condensed Consolidated Statements of Cash Flows (USD $)
In Thousands, unless otherwise specified
3 Months Ended
Mar. 31, 2017
Mar. 31, 2016
Statement of Cash Flows [Abstract]
 
 
Cash and cash equivalents
$ 164,733 
 
Cash flows from operating activities:
 
 
Net income (loss)
9,869 
(10,112)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
 
 
Provision for bad debts
9,294 
9,619 
Depreciation and amortization
2,388 
3,729 
Amortization of premium/discount
20 
(51)
Deferred income taxes
(1,284)
Stock-based compensation
900 
2,298 
Excess tax benefit of option exercises
(336)
Write-off or impairment of student loans receivable
141 
Net (gain) loss on marketable securities
(76)
(19)
Loss on disposal or impairment of fixed assets
66 
Changes in operating assets and liabilities:
 
 
Accounts receivable
(15,762)
(19,633)
Prepaid expenses and other current assets
81 
(5,336)
Student loans receivable
320 
Other long-term assets
102 
157 
Accounts payable and accrued liabilities
(10,872)
7,470 
Deferred revenue and student deposits
(2,872)
(6,367)
Other liabilities
(3,373)
(2,348)
Net cash used in operating activities
(11,519)
(20,468)
Cash flows from investing activities:
 
 
Capital expenditures
(1,293)
(291)
Purchases of investments
(37)
(20,156)
Capitalized costs for intangible assets
(114)
(227)
Maturities of investments
17,725 
Net cash provided by (used in) investing activities
16,281 
(20,674)
Cash flows from financing activities:
 
 
Proceeds from exercise of stock options
1,299 
138 
Excess tax benefit of option exercises
336 
Tax withholdings on issuance of stock awards
(1,481)
(1,603)
Repurchase of common stock
(152,000)
Net cash used in financing activities
(152,182)
(1,129)
Net decrease in cash, cash equivalents and restricted cash
(147,420)
(42,271)
Cash, cash equivalents and restricted cash at beginning of period
332,335 
306,830 
Cash, cash equivalents and restricted cash at end of period
184,915 
264,559 
Supplemental disclosure of non-cash transactions:
 
 
Purchase of equipment included in accounts payable and accrued liabilities
209 
Issuance of common stock for vested restricted stock units
$ 3,785 
$ 4,073 
Nature of Business
Nature of Business
Nature of Business
Bridgepoint Education, Inc. (together with its subsidiaries, the “Company”), incorporated in 1999, is a provider of postsecondary education services. Its wholly-owned subsidiaries, Ashford University® and University of the RockiesSM, are regionally accredited academic institutions. Ashford University offers associate’s, bachelor’s and master’s programs, and University of the Rockies offers master’s and doctoral programs.
Summary of Significant Accounting Policies
Summary of Significant Accounting Policies
Summary of Significant Accounting Policies
Principles of Consolidation
The condensed consolidated financial statements include the accounts of Bridgepoint Education, Inc. and its wholly owned subsidiaries. Intercompany transactions have been eliminated in consolidation.
Unaudited Interim Financial Information
The condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the U.S. (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, these financial statements do not include all of the information and footnotes required by GAAP for complete 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, 2016, which was filed with the Securities and Exchange Commission (the “SEC”) on March 7, 2017. In the opinion of management, the condensed consolidated financial statements include all adjustments, consisting of normal recurring adjustments, considered necessary to present a fair statement of the Company’s condensed consolidated financial position, results of operations and cash flows as of and for the periods presented.
Operating results for any interim period are not necessarily indicative of the results that may be expected for the full year. The year-end condensed consolidated balance sheet data was derived from audited financial statements, but does not include all disclosures required by GAAP for complete annual financial statements.
Use of Estimates
The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts in the condensed consolidated financial statements. Actual results could differ from those estimates.
Reclassifications
Certain reclassifications have been made to the prior years’ financial statements to conform to the current year presentation. During 2016, the Company adopted Accounting Standards Update (“ASU”) 2016-18, Statement of Cash Flows (Topic 230) and reclassified certain restricted cash amounts for the period ended March 31, 2016 within the condensed consolidated statements of cash flows. These reclassifications had no effect on previously reported results of operations or retained earnings. The following table provides a reconciliation of cash and cash equivalents, and restricted cash reported within the condensed consolidated balance sheets to the amounts shown in the condensed consolidated statements of cash flows.
 
As of
March 31, 2017
 
As of
December 31, 2016
Cash and cash equivalents
$
164,733

 
$
307,802

Restricted cash
20,182

 
24,533

Total cash, cash equivalents and restricted cash
$
184,915

 
$
332,335


Recent Accounting Pronouncements
In May 2014, the Financial Accounting Standards Board (the “FASB”) issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606), which supersedes the revenue recognition requirements in Accounting Standards Codification (“ASC”) Topic 605, Revenue Recognition. This literature is based on the principle that revenue is recognized to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The accounting guidance also requires additional disclosure regarding the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. ASU 2014-09 can be adopted using one of two retrospective application methods. In August 2015, the FASB issued ASU 2015-14, Revenue from Contracts with Customers (Topic 606), Deferral of the Effective Date, which defers the effective date of ASU 2014-09 by one year, to fiscal years beginning after December 15, 2017. The Company currently expects to adopt ASU 2014-09 and related topics in its first quarter of 2018, and is evaluating which transition approach to use. During the fourth quarter of 2016, the Company completed an initial evaluation of its existing revenue streams based upon the new standards, and the Company continues to evaluate the impact the adoption of ASU 2014-09 will have on the Company’s condensed consolidated financial statements. The Company has not determined the effect of the update on the Company’s internal control over financial reporting, but will do so throughout this fiscal year.
Additionally, the FASB issued various updates affecting the guidance in ASU 2014-09, Revenue from Contracts with Customers (Topic 606). The effective dates and transition requirements for each of the following updates are the same as those described for ASU 2014-09 noted above. In March 2016, the FASB issued ASU 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net). This update relates to when another party, along with the entity, is involved in providing a good or service to a customer. ASC Topic 606 requires an entity to determine whether the nature of its promise is to provide that good or service to the customer (i.e., the entity is a principal) or to arrange for the good or service to be provided to the customer by another party (i.e., the entity is an agent). In April 2016, the FASB issued ASU 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing. This update clarifies ASC Topic 606 with respect to the identification of performance obligations and the licensing implementation guidance. The update does not change the core principle of the guidance in ASC Topic 606. In May 2016, the FASB issued ASU 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients. This update addresses narrow-scope improvements to the guidance on collectibility, noncash consideration and completed contracts at transition. The update provides a practical expedient for contract modifications at transition and an accounting policy election related to the presentation of sales taxes and other similar taxes collected from customers. In December 2016, the FASB issued ASU 2016-20 Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers. The updates in ASU 2016-20 affect narrow aspects of the guidance issued in ASU 2014-09.
In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). Under the new guidance, lessees will be required to recognize the following for all leases (with the exception of short-term leases) at the lease commencement date: (i) a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis; and (ii) a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. Under the new guidance, lessor accounting is largely unchanged. The new lease guidance simplifies the accounting for sale and leaseback transactions primarily because lessees must recognize lease assets and lease liabilities. Lessees will no longer be provided with a source of off-balance sheet financing. Public companies should apply the amendments in ASU 2016-02 for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early application is permitted. Lessees (for capital and operating leases) and lessors (for sales-type, direct financing and operating leases) must apply a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. The modified retrospective approach would not require any transition accounting for leases that expired before the earliest comparative period presented. Lessees and lessors may not apply a full retrospective transition approach. The Company continues to evaluate the impact the adoption of ASU 2016-02 will have on the Company’s condensed consolidated financial statements.
In March 2016, the FASB issued ASU 2016-09, Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. The update includes multiple provisions intended to simplify various aspects of the accounting for share-based payments. While aimed at reducing the cost and complexity of the accounting for share-based payments, the amendments are expected to significantly impact net income, income per share and the statement of cash flows. Implementation and administration may present challenges for companies with significant share-based payment activities. ASU 2016-09 is effective for public companies for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. The Company adopted this update as of January 1, 2017. The adoption of ASU 2016-09 did not have a material impact on the Company’s condensed consolidated financial statements.
In January 2017, the FASB issued ASU 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. The update simplifies the measurement of goodwill by eliminating Step 2 from the goodwill impairment test. The annual or interim goodwill impairment test is performed by comparing the fair value of a reporting unit with its carrying amount. An impairment charge should be recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value. The update also eliminates the requirements for any reporting unit with a zero or negative carrying amount to perform a qualitative assessment and, if it fails that qualitative test, to perform Step 2 of the goodwill impairment test. An entity still has the option to perform the qualitative assessment for a reporting unit to determine if the quantitative impairment test is necessary. The update should be applied on a prospective basis. For public companies, the update is effective for any annual or interim goodwill impairment tests in fiscal years beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. Due to the simplification of the methodology, the Company has early adopted ASU 2017-04 as of January 1, 2017, and there was no impact on the Company’s condensed consolidated financial statements based upon the adoption.
Restructuring and Impairment Charges
Restructuring and Impairment Charges
Restructuring and Impairment Charges
In prior years, the Company implemented various restructuring plans to better align its resources with its business strategy. The related restructuring charges are recorded in the restructuring and impairment charges line item on the Company’s condensed consolidated statements of income (loss). For the three months ended March 31, 2017, the Company did not recognize any amounts as restructuring charges, whereas for the three months ended March 31, 2016 these charges were $0.7 million.
The Company closed Ashford University’s residential campus in Clinton, Iowa in 2016. With this closure, ground-based Ashford University students were provided opportunities to continue to pursue their degrees as reflected in their respective student transfer agreements. The Company previously recorded restructuring charges relating to future cash expenditures for student transfer agreements. For the three months ended March 31, 2017, no changes were made to the amount recorded.
During the three months ended March 31, 2017, the Company did not recognize any restructuring charges relating to severance costs for wages and benefits. During the three months ended March 31, 2016, the Company recognized $0.7 million as restructuring charges relating to severance costs for wages and benefits.
The Company previously vacated or consolidated properties in Denver and San Diego and reassessed its obligations on non-cancelable leases. During the three months ended March 31, 2017, the Company did not recognize any restructuring charges relating to lease exit and other costs. During the three months ended March 31, 2016, the Company recorded $25,000 as restructuring charges relating to lease exit and other costs.
The following table summarizes the amounts recorded in the restructuring and impairment charges line item on the Company’s condensed consolidated statements of income (loss) for each of the periods presented (in thousands):
 
Three Months Ended March 31,
 
2017
 
2016
Student transfer agreement costs
$

 
$
(15
)
Severance costs

 
699

Lease exit and other costs

 
25

Total restructuring and impairment charges
$

 
$
709


The following table summarizes the changes in the Company's restructuring liability by type during the three months ended March 31, 2017 (in thousands):
 
Student Transfer Agreement Costs
 
Severance Costs
 
Lease Exit and Other Costs
 
Total
Balance at December 31, 2016
$
1,592

 
$
567

 
$
18,457

 
$
20,616

Restructuring and impairment charges

 

 

 

Payments

 
(547
)
 
(3,669
)
 
(4,216
)
Balance at March 31, 2017
$
1,592

 
$
20

 
$
14,788

 
$
16,400


The restructuring liability amounts are recorded within the (i) accounts payable and accrued liabilities account, (ii) rent liability account and (iii) other long-term liabilities account on the condensed consolidated balance sheets.
Investments
Investments
Investments
The following tables summarize the fair value information for investments as of March 31, 2017 and December 31, 2016, respectively (in thousands):
 
As of March 31, 2017
 
Level 1
 
Level 2
 
Level 3
 
Total
Mutual funds
$
1,801

 
$

 
$

 
$
1,801

Corporate notes and bonds

 
5,002

 

 
5,002

Certificates of deposit

 
25,000

 

 
25,000

Total
$
1,801

 
$
30,002

 
$

 
$
31,803

 
As of December 31, 2016
 
Level 1
 
Level 2
 
Level 3
 
Total
Mutual funds
$
1,688

 
$

 
$

 
$
1,688

Corporate notes and bonds

 
22,746

 

 
22,746

Certificates of deposit

 
25,000

 

 
25,000

Total
$
1,688

 
$
47,746

 
$

 
$
49,434


The tables above include mutual funds, which are considered Level 1 investments and consist of investments relating to the Company’s deferred compensation plan. The tables above also include amounts related to investments classified as other investments, such as certificates of deposit, which are carried at amortized cost. The amortized cost of such other investments approximated fair value at each balance sheet date. The assumptions used in these fair value estimates are considered other observable inputs and therefore these investments are categorized as Level 2 investments under the accounting guidance. The Company’s Level 2 investments are valued using readily available pricing sources that utilize market observable inputs, including the current interest rate for similar types of instruments. There were no transfers between level categories for our investments during the periods presented. The Company also holds money market securities, which are recorded in the cash and cash equivalents line item on the Company’s condensed consolidated balance sheets that are classified as Level 1 securities.
The following tables summarize the differences between amortized cost and fair value of investments as of March 31, 2017 and December 31, 2016, respectively (in thousands):
 
March 31, 2017
 
 
 
 
 
Gross unrealized
 
 
 
Maturities
 
Amortized Cost
 
Gain
 
Loss
 
Fair Value
Short-term
 
 
 
 
 
 
 
 
 
Corporate notes and bonds
1 year or less
 
5,001

 
1

 

 
5,002

Certificates of deposit
1 year or less
 
25,000

 

 

 
25,000

Total
 
 
$
30,001

 
$
1

 
$

 
$
30,002

The above table does not include $1.8 million of mutual funds as of March 31, 2017, which are recorded as trading securities.
 
December 31, 2016
 
 
 
 
 
Gross unrealized
 
 
 
Maturities
 
Amortized Cost
 
Gain
 
Loss
 
Fair Value
Short-term
 
 
 
 
 
 
 
 
 
Corporate notes and bonds
1 year or less
 
22,747

 
2

 
(3
)
 
22,746

Certificates of deposit
1 year or less
 
25,000

 

 

 
25,000

Total
 
 
$
47,747

 
$
2

 
$
(3
)
 
$
47,746

The above table does not include $1.7 million of mutual funds as of December 31, 2016, which are recorded as trading securities.
The Company records changes in unrealized gains and losses on its investments during the period in the accumulated other comprehensive income (loss) line item on the Company’s condensed consolidated balance sheets. For the three months ended March 31, 2017 and 2016, the Company recorded net unrealized gains of $1,000 and $165,000, respectively, in accumulated other comprehensive income (loss). There was no tax effect on net unrealized gains for the three months ended March 31, 2017 or 2016, respectively.
There were no reclassifications out of accumulated other comprehensive income (loss) during either the three months ended March 31, 2017 and 2016.
Accounts Receivable
Accounts Receivable
Accounts Receivable, Net
Accounts receivable, net, consists of the following (in thousands):
 
As of
March 31, 2017
 
As of
December 31, 2016
Accounts receivable
$
50,724

 
$
42,611

Less allowance for doubtful accounts
(17,799
)
 
(16,154
)
Accounts receivable, net
$
32,925

 
$
26,457


As of March 31, 2017 and December 31, 2016, there was an immaterial amount of accounts receivable with a payment due date of greater than one year.
The following table presents the changes in the allowance for doubtful accounts for accounts receivable for the periods indicated (in thousands):
 
Beginning
Balance
 
Charged to
Expense
 
Deductions(1)
 
Ending
Balance
Allowance for doubtful accounts receivable:
 
 
 
 
 
 
 
For the three months ended March 31, 2017
$
(16,154
)
 
$
9,294

 
$
(7,649
)
 
$
(17,799
)
For the three months ended March 31, 2016
$
(10,114
)
 
$
9,545

 
$
(202
)
 
$
(19,457
)
(1)
Deductions represent accounts written off, net of recoveries.
Other Significant Balance Sheet Accounts
Other Significant Balance Sheet Accounts
Other Significant Balance Sheet Accounts
Prepaid Expenses and Other Current Assets
Prepaid expenses and other current assets consists of the following (in thousands):
 
As of
March 31, 2017
 
As of
December 31, 2016
Prepaid expenses
$
8,229

 
$
7,160

Prepaid licenses
5,478

 
5,183

Income tax receivable
5,289

 
7,432

Prepaid insurance
996

 
1,291

Interest receivable
64

 
142

Insurance recoverable
1,152

 
1,027

Other current assets
2,178

 
1,232

Total prepaid expenses and other current assets
$
23,386

 
$
23,467


Property and Equipment, Net
Property and equipment, net, consists of the following (in thousands):
 
As of
March 31, 2017
 
As of
December 31, 2016
Furniture and office equipment
$
42,349

 
$
41,528

Software
12,016

 
11,979

Leasehold improvements
4,468

 
4,332

Vehicles
22

 
22

Total property and equipment
58,855

 
57,861

Less accumulated depreciation
(46,649
)
 
(45,643
)
Total property and equipment, net
$
12,206

 
$
12,218


For the three months ended March 31, 2017 and 2016, depreciation expense was $1.4 million and $2.4 million, respectively.
Goodwill and Intangibles, Net
Goodwill and intangibles, net, consists of the following (in thousands):
 
March 31, 2017
Definite-lived intangible assets:
Gross Carrying Amount
 
Accumulated Amortization
 
Net Carrying Amount
Capitalized curriculum costs
$
21,267

 
$
(18,028
)
 
$
3,239

Purchased intangible assets
15,850

 
(5,063
)
 
10,787

     Total definite-lived intangible assets
$
37,117

 
$
(23,091
)
 
$
14,026

Goodwill and indefinite-lived intangibles
 
 
 
 
2,567

Total goodwill and intangibles, net
 
 
 
 
$
16,593

 
 
 
 
 
 
 
December 31, 2016
Definite-lived intangible assets:
Gross Carrying Amount
 
Accumulated Amortization
 
Net Carrying Amount
Capitalized curriculum costs
$
21,153

 
$
(17,397
)
 
$
3,756

Purchased intangible assets
15,850

 
(4,754
)
 
11,096

     Total definite-lived intangible assets
$
37,003

 
$
(22,151
)
 
$
14,852

Goodwill and indefinite-lived intangibles
 
 
 
 
2,567

Total goodwill and intangibles, net
 
 
 
 
$
17,419


For the three months ended March 31, 2017 and 2016, amortization expense was $0.9 million and $1.3 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 2017
$
2,434

2018
2,405

2019
1,648

2020
1,352

2021
1,252

Thereafter
4,935

Total future amortization expense
$
14,026


Accounts Payable and Accrued Liabilities
Accounts payable and accrued liabilities consists of the following (in thousands):
 
As of
March 31, 2017
 
As of
December 31, 2016
Accounts payable
$
2,354

 
$
4,519

Accrued salaries and wages
6,744

 
8,967

Accrued bonus
2,737

 
5,087

Accrued vacation
9,662

 
9,313

Accrued litigation and fees
8,041

 
13,946

Accrued expenses
19,312

 
15,793

Rent liability
15,247

 
17,232

Accrued insurance liability
3,106

 
3,009

Total accounts payable and accrued liabilities
$
67,203

 
$
77,866


Deferred Revenue and Student Deposits
Deferred revenue and student deposits consists of the following (in thousands):
 
As of
March 31, 2017
 
As of
December 31, 2016
Deferred revenue
$
27,458

 
$
21,733

Student deposits
44,337

 
52,933

Total deferred revenue and student deposits
$
71,795

 
$
74,666


Other Long-Term Liabilities
Other long-term liabilities consists of the following (in thousands):
 
As of
March 31, 2017
 
As of
December 31, 2016
Uncertain tax positions
$
8,261

 
$
8,216

Student transfer agreement costs
592

 
630

Other long-term liabilities
4,555

 
4,784

Total other long-term liabilities
$
13,408

 
$
13,630

Credit Facilities
Credit Facilities
Credit Facilities
The Company has issued letters of credit that are collateralized with cash in the aggregate amount of $8.4 million, which is included as restricted cash as of March 31, 2017.
As part of its normal business operations, the Company is required to provide surety bonds in certain states in which the Company does business. The Company has entered into a surety bond facility with an insurance company to provide such bonds when required. As of March 31, 2017, the Company’s total available surety bond facility was $3.5 million and the surety had issued bonds totaling $3.3 million on the Company’s behalf under such facility.
Lease Obligations
Lease Obligations
Lease Obligations
Operating Leases
The Company leases certain office facilities and office equipment under non-cancelable lease arrangements that expire at various dates through 2023. The office leases contain certain renewal options. Rent expense under non-cancelable operating lease arrangements is accounted for on a straight-line basis and totaled $3.6 million and $5.7 million for the three months ended March 31, 2017 and 2016, respectively.
The following table summarizes the future minimum rental payments under non-cancelable operating lease arrangements in effect at March 31, 2017 (in thousands):
Year Ended December 31,
 
 
Remainder of 2017
$
27,019

2018
31,400

2019
20,833

2020
9,503

2021
5,112

Thereafter
1,949

Total minimum payments
$
95,816

Earnings (Loss) Per Share
Earnings (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 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 March 31,
 
2017
 
2016
Numerator:
 
 
 
Net income (loss)
$
9,869

 
$
(10,112
)
Denominator:
 
 
 
Weighted average number of common shares outstanding
42,100

 
45,933

Effect of dilutive options and stock units
897

 

Diluted weighted average number of common shares outstanding
42,997

 
45,933

Income (loss) per share:
 
 
 
Basic
$
0.23

 
$
(0.22
)
Diluted
$
0.23

 
$
(0.22
)

During periods in which the Company reports a net loss, basic and diluted loss per share are the same. The following table sets forth the number of stock options, RSUs and PSUs, 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 March 31,
 
2017
 
2016
Stock options
3,245

 
4,510

RSUs and PSUs
14

 
921


During the first quarter of 2017, the Company repurchased approximately 18.1 million shares of the Company’s common stock for an aggregate purchase price of approximately $150.0 million. For additional information regarding this share repurchase, see Part II, Item 2, “Unregistered Sales of Equity Securities and Use of Proceeds.”
Stock-Based Compensation
Stock-Based Compensation
Stock-Based Compensation
The Company recorded $0.9 million and $2.3 million of stock-based compensation expense for the three months ended March 31, 2017 and 2016, respectively. The related income tax benefit was $0.3 million and $0.9 million for the three months ended March 31, 2017 and 2016, respectively.
During the three months ended March 31, 2017, the Company granted 0.4 million RSUs at a grant date fair value of $10.44 and 0.4 million RSUs vested. During the three months ended March 31, 2016, the Company granted 0.4 million RSUs at a grant date fair value of $10.59 and 0.4 million RSUs vested.
During the three months ended March 31, 2017 and 2016, the Company did not grant any performance-based or market-based PSUs and no performance-based or market-based PSUs vested.
During the three months ended March 31, 2017, the Company granted 0.3 million stock options at a grant date fair value of $4.76 and 0.1 million stock options were exercised. During the three months ended March 31, 2016, the Company granted 0.4 million stock options at a grant date fair value of $4.99 and 0.2 million stock options were exercised.
As of March 31, 2017, there was unrecognized compensation cost of $11.1 million related to unvested stock options, RSUs and PSUs.
Income Taxes
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, 2017 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, 2017. However, the Company is recognizing a portion of its deferred tax assets to the extent that the Company believes deferred tax assets are available to refund taxes payable in 2017 through tax loss carrybacks.
The Company determines the interim income tax provision by applying the estimated effective income tax rate expected to be applicable for the full fiscal year to income before income taxes for the period. In determining the full year estimate, the Company does not include the estimated impact of unusual and/or infrequent items, which may cause significant variations in the customary relationship between income tax expense and income before income taxes.
The Company’s effective income tax rate for the three months ended March 31, 2017 was 2.3%, which included discrete items related to uncertain tax positions.
At both March 31, 2017 and December 31, 2016, the Company had $20.2 million of gross unrecognized tax benefits, of which $13.2 million, would impact the effective income tax rate if recognized. It is reasonably possible that the total amount of the unrecognized tax benefit will change during the next 12 months; however, the Company does not expect any potential change to have a material effect on the Company’s results of operations or financial position in the next year.
The Company is currently under Internal Revenue Service audit examinations of the Company’s income and payroll tax returns for the years 2013 through 2015.
The Company’s tax returns are being audited by the California Franchise Tax Board for the years 2008 through 2012. The Company was notified by the Franchise Tax Board in March 2017 that they are continuing to challenge the Company’s filing position. The Company continues to work toward resolution, and based on all available information the Company has accrued for any uncertain tax positions that may be addressed in the audit.
The Company’s tax returns are being audited by the Oregon Department of Revenue for the years 2012 through 2014. In January 2017, the Oregon Department of Revenue issued Notices of Deficiencies, which were appealed by the Company.
The Company is also subject to various other state audits. With respect to all open audits, the Company does not expect any significant adjustments to amounts already provided for in the condensed consolidated financial statements for the period ended March 31, 2017.
Regulatory
Regulatory
Regulatory
The Company is subject to extensive regulation by federal and state governmental agencies and accrediting bodies. In particular, the Higher Education Act of 1965, as amended (the “Higher Education Act”), and the regulations promulgated thereunder by the U.S. Department of Education (the “Department”) subject the Company to significant regulatory scrutiny on the basis of numerous standards that institutions of higher education must satisfy in order to participate in the various federal student financial aid programs under Title IV of the Higher Education Act.
Ashford University is regionally accredited by WASC Senior College and University Commission (“WSCUC”) and University of the Rockies is regionally accredited by the Higher Learning Commission (“HLC”).
Department of Education Open Program Review of Ashford University
On July 7, 2016, Ashford University was notified by the Department that an off-site program review had been scheduled to assess Ashford’s administration of the Title IV programs in which it participates. The program review commenced on July 25, 2016 and covered students identified in the 2009-2012 calendar year data previously provided by Ashford University to the Department in response to a request for information received from the Multi-Regional and Foreign School Participation Division of the Department’s Office of Federal Student Aid (the “FSA”) on December 10, 2015, but may be expanded if appropriate. On December 9, 2016, the Department informed Ashford that it intended to continue the program review on-site at Ashford. The on-site program review commenced on January 23, 2017 and initially covers the 2015-2016 and 2016-2017 award years, but may be expanded if appropriate.
WSCUC Accreditation of Ashford University
In July 2013, WSCUC granted Initial Accreditation to Ashford University for five years, until July 15, 2018. In December 2013, Ashford effected its transition to WSCUC accreditation and designated its San Diego, California facilities as its main campus and its Clinton, Iowa campus as an additional location. As part of a continuing monitoring process, Ashford hosted a visiting team from WSCUC in a special visit in April 2015. In July 2015, Ashford received an Action Letter from WSCUC outlining the findings arising out of its visiting team's special visit. The Action Letter stated that the WSCUC visiting team found substantial evidence that Ashford continues to make sustained progress in all six areas recommended by WSCUC in 2013. As part of its institutional review process, WSCUC will conduct a comprehensive review of Ashford scheduled to commence with an off-site review in spring 2018, followed by an on-site review in fall 2018.
Licensure by California BPPE
To be eligible to participate in Title IV programs, an institution must be legally authorized to offer its educational programs by the states in which it is physically located. In connection with its transition to WSCUC accreditation, Ashford University designated its San Diego, California facilities as its main campus for Title IV purposes and submitted an Application for Approval to Operate an Accredited Institution to the State of California, Department of Consumer Affairs, Bureau for Private Postsecondary Education (the “BPPE”) on September 10, 2013.
In April 2014, the application was granted, and Ashford University was approved by the BPPE to operate in California until July 15, 2018. As a result, the university is subject to laws and regulations applicable to private, postsecondary educational institutions located in California, including reporting requirements related to graduation, employment and licensing data, certain changes of ownership and control, faculty and programs, and student refund policies. Ashford also remains subject to other state and federal student employment data reporting and disclosure requirements.
The BPPE is required to conduct compliance inspections for each of its approved institutions. On October 12, 2016, the BPPE conducted a compliance inspection of Ashford University. Ashford worked with the BPPE to resolve any issues identified in connection with the compliance inspection, and subsequently received a letter from the BPPE dated March 14, 2017 stating that the BPPE’s investigation revealed that Ashford demonstrated compliance with the regulations in question and that the matter has been closed.
Substantial Misrepresentation
The Higher Education Act prohibits an institution participating in Title IV programs from engaging in substantial misrepresentation regarding the nature of its educational programs, its financial charges or the employability of its graduates. Under the Department’s rules, a “misrepresentation” is any false, erroneous or misleading statement an institution, one of its representatives or any ineligible institution, organization or person with whom the institution has an agreement to provide educational programs or marketing, advertising, recruiting, or admissions services makes directly or indirectly to a student, prospective student or any member of the public, or to an accrediting agency, a state agency or the Department. The Department’s rules define a “substantial misrepresentation” as any misrepresentation on which the person to whom it was made could reasonably be expected to rely, or has reasonably relied, to that person’s detriment. For-profit educational institutions are also subject to the general deceptive practices jurisdiction of the Federal Trade Commission and the Consumer Financial Protection Bureau (the “CFPB”).
On December 10, 2015, Ashford University received a request for information from the Multi-Regional and Foreign School Participation Division of the FSA for (i) advertising and marketing materials provided to prospective students regarding the transferability of certain credit, (ii) documents produced in response to the August 10, 2015 Civil Investigative Demand from the CFPB related to the CFPB’s investigation to determine whether for-profit postsecondary education companies or other unnamed persons have engaged in or are engaging in unlawful acts or practices related to the advertising, marketing or origination of private student loans, (iii) certain documents produced in response to subpoenas and interrogatories issued by the Attorney General of the State of California (the “CA Attorney General”) and (iv) records created between 2009 and 2012 related to the disbursement of certain Title IV funds. The FSA is investigating representations made by Ashford University to potential and enrolled students, and has asked the Company and Ashford to assist in its assessment of Ashford’s compliance with the prohibition on substantial misrepresentations. The Company and Ashford University intend to provide the FSA with their full cooperation with a view toward demonstrating the compliant nature of their practices.
As discussed above, the Department is currently conducting a program review to assess Ashford University’s administration of the Title IV programs in which it participates, which covers in part students identified in the 2009-2012 calendar year data provided by Ashford to the Department in response to the FSA’s December 10, 2015 request for information.
If the Department determines that one of the Company’s institutions has engaged in substantial misrepresentation, the Department may (i) revoke the institution’s program participation agreement, if the institution is provisionally certified, (ii) impose limitations on the institution’s participation in Title IV programs, if the institution is provisionally certified, (iii) deny participation applications made on behalf of the institution or (iv) initiate proceedings to fine the institution or to limit, suspend or terminate the participation of the institution in Title IV programs. Because Ashford University is provisionally certified, if the Department determined that Ashford has engaged in substantial misrepresentation, the Department may take the actions set forth in clauses (i) and (ii) above in addition to any other actions taken by the Department.
GI Bill Benefits
On May 20, 2016, the Company received a letter from the Iowa Department of Education (the “Iowa DOE”) indicating that, as a result of the planned closure of Ashford University’s residential campus in Clinton, Iowa, the Iowa State Approving Agency (the “ISAA”) would no longer continue to approve Ashford’s programs for GI Bill benefits after June 30, 2016, and recommending Ashford seek approval through the State Approving Agency of jurisdiction for any location that meets the definition of a “main campus” or “branch campus”. Ashford University began the process of applying for approval through the State Approving Agency in California (“CSAAVE”), and the Company subsequently disclosed that on June 20, 2016 it received a second letter from the Iowa DOE indicating that the Iowa DOE had issued a stay of the ISAA’s withdrawal of approval of Ashford’s programs for GI Bill benefits effective immediately until the earlier of (i) 90 days from June 20, 2016 or (ii) the date on which CSAAVE completed its review and issued a decision regarding the approval of Ashford in California. Ashford received communication from CSAAVE indicating that additional information and documentation would be required before Ashford’s application could be considered for CSAAVE approval. Ashford subsequently withdrew the CSAAVE application and continued working with the U.S. Department of Veterans Affairs, the Iowa DOE and the ISAA to obtain continued approval of Ashford’s programs for GI Bill benefits and to prevent any disruption of educational benefits to Ashford’s veteran students.
On September 15, 2016, in response to a Petition for Declaratory and Injunctive Relief filed by Ashford University, the Iowa District Court for Polk County entered a written order (the “Order”) staying the Iowa DOE’s announced intention to withdraw the approval of Ashford as a GI Bill eligible institution until the entry of a final and appealable order and judgment in the action. Pursuant to the Order, the ISAA will continue to approve Ashford’s programs for GI Bill benefits until such final and appealable order has been entered.
Commitments and Contingencies
Commitments and Contingencies
Commitments and Contingencies
Litigation
From time to time, the Company is a party to various lawsuits, claims and other legal proceedings that arise in the ordinary course of business. When the Company becomes aware of a claim or potential claim, it assesses the likelihood of any loss or exposure. In accordance with authoritative guidance, the Company records loss contingencies in its financial statements only for matters in which losses are probable and can be reasonably estimated. Where a range of loss can be reasonably estimated with no best estimate in the range, the Company records the minimum estimated liability. If the loss is not probable or the amount of the loss cannot be reasonably estimated, the Company discloses the nature of the specific claim if the likelihood of a potential loss is reasonably possible and the amount involved is material. The Company continuously assesses the potential liability related to the Company’s pending litigation and revises its estimates when additional information becomes available. Below is a list of material legal proceedings to which the Company or its subsidiaries is a party.
Compliance Audit by the Department’s Office of the Inspector General
In January 2011, Ashford University received a final audit report from the Department’s Office of Inspector General (the “OIG”) regarding the compliance audit commenced in May 2008 and covering the period July 1, 2006 through June 30, 2007. The audit covered Ashford University’s administration of Title IV program funds, including compliance with regulations governing institutional and student eligibility, awards and disbursements of Title IV program funds, verification of awards and returns of unearned funds during that period, and compensation of financial aid and recruiting personnel during the period May 10, 2005 through June 30, 2009.
The final audit report contained audit findings, in each case for the period July 1, 2006 through June 30, 2007, which are applicable to award year 2006-2007. Each finding was accompanied by one or more recommendations to the FSA. Ashford University provided the FSA a detailed response to the OIG’s final audit report in February 2011. In June 2011, in connection with two of the six findings, the FSA requested that Ashford University conduct a file review of the return to Title IV fund calculations for all Title IV recipients who withdrew from distance education programs during the 2006-2007 award year. The institution cooperated with the request and supplied the information within the time frame required.
Ashford University received a final audit determination on February 22, 2017 from the Department that was dated February 14, 2017. The determination maintained that Ashford University owed the Department $0.3 million as a result of incorrect refund calculations and refunds that were not made or were made late, and that Ashford ensure it properly enforces its policies and is in compliance with regulations related to disbursement of Title IV funds. The Department closed or required no further action on all other prior OIG findings. Ashford University made the required payment to the Department during the three months ended March 31, 2017 and the matter is now concluded.
New York Attorney General Investigation of Bridgepoint Education, Inc.
In May 2011, the Company received from the Attorney General of the State of New York (the “NY Attorney General”) a subpoena relating to the NY Attorney General’s investigation of whether the Company and its academic institutions have complied with certain New York state consumer protection, securities and finance laws. Pursuant to the subpoena, the NY Attorney General has requested from the Company and its academic institutions documents and detailed information for the time period March 17, 2005 to present. The Company is cooperating with the investigation and cannot predict the eventual scope, duration or outcome of the investigation at this time.
North Carolina Attorney General Investigation of Ashford University
In September 2011, Ashford University received from the Attorney General of the State of North Carolina (the “NC Attorney General”) an Investigative Demand relating to the NC Attorney General’s investigation of whether the university’s business practices complied with North Carolina consumer protection laws. Pursuant to the Investigative Demand, the NC Attorney General has requested from Ashford University documents and detailed information for the time period January 1, 2008 to present. Ashford University is cooperating with the investigation and cannot predict the eventual scope, duration or outcome of the investigation at this time.
California Attorney General Investigation of For-Profit Educational Institutions
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 the current 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 continue to discuss a potential resolution involving injunctive relief, other non-monetary remedies and a payment to the CA Attorney General. The Company currently estimates that a reasonable range of loss for this matter is between $8.0 million and $20.0 million. The Company has accrued an expense of $8.0 million related to this matter, which represents its current best estimate of the cost of resolution of this matter.
Massachusetts Attorney General Investigation of Bridgepoint Education, Inc. and Ashford University
On July 21, 2014, the Company and Ashford University received from the Attorney General of the State of Massachusetts (the “MA Attorney General”) a Civil Investigative Demand (the “MA CID”) relating to the MA Attorney General’s investigation of for-profit educational institutions and whether the university’s business practices complied with Massachusetts consumer protection laws. Pursuant to the MA CID, the MA Attorney General has requested from the Company and Ashford University documents and information for the time period January 1, 2006 to present. The Company is cooperating with the investigation and cannot predict the eventual scope, duration or outcome of the investigation at this time.
Securities & Exchange Commission Subpoena of Bridgepoint Education, Inc.
On July 22, 2014, the Company received from the SEC a subpoena relating to certain of the Company’s accounting practices, including revenue recognition, receivables and other matters relating to the Company’s previously disclosed intention to restate its financial statements for fiscal year ended December 31, 2013 and revise its financial statements for the years ended December 31, 2011 and 2012, and the prior revision of the Company’s financial statements for the fiscal year ended December 31, 2012. Pursuant to the subpoena, the SEC has requested from the Company documents and detailed information for the time period January 1, 2009 to present.
On May 18, 2016, the Company received a second subpoena from the SEC seeking additional information from the Company, including information with respect to the accrual disclosed by the Company in its Quarterly Report on Form 10-Q for the quarter ended March 31, 2016 with respect to the potential joint resolution of investigations by the CA Attorney General and the CFPB (the “CAAG/CFPB Investigations”), the Company’s scholarship and institutional loan programs and any other extensions of credit made by the Company to students, and student enrollment and retention at the Company’s academic institutions. Pursuant to the subpoena, the SEC has requested from the Company documents and detailed information for, in the case of the CAAG/CFPB Investigations, the periods at issue in such investigations, in the case of the Company’s scholarship and institutional loan programs and related matters, the period from January 1, 2011 to the present, and for all other matters, the period from January 1, 2014 to the present.
The Company is cooperating with the SEC and cannot predict the eventual scope, duration or outcome of the investigation at this time. As a result, the Company cannot reasonably estimate a range of loss for this action and accordingly has not accrued any liability associated with this action.
Consumer Financial Protection Bureau Subpoena of Bridgepoint Education, Inc. and Ashford University
On August 10, 2015, the Company and Ashford University received from the CFPB Civil Investigative Demands related to the CFPB’s investigation to determine whether for-profit postsecondary education companies or other unnamed persons have engaged in or are engaging in unlawful acts or practices related to the advertising, marketing or origination of private student loans. The Company and Ashford University provided documents and other information to the CFPB and the CFPB attended several meetings with representatives from the Company and the CA Attorney General’s office to discuss the status of both investigations, additional information requests, and specific concerns related to possible unfair business practices in connection with the Company’s recruitment of students and debt collection practices.
All of the parties met again in the spring of 2016 to discuss the status of the investigations and explore a potential joint resolution involving injunctive relief, other non-monetary remedies and a payment to the CA Attorney General and the CFPB. On September 7, 2016, the Company consented to the issuance of a Consent Order (the “Consent Order”) by the CFPB in full resolution of the CFPB’s allegations stemming from the Civil Investigative Demands. The Consent Order includes payment by the Company of $8.0 million in penalties to the CFPB and approximately $5.0 million to be used for restitution to students who incurred debt from student loans made by the Company’s institutions, and forgiveness by the Company of approximately $18.6 million of outstanding institutional loan debt. The Consent Order also outlines certain compliance actions the Company must undertake, including that the Company must require certain students to utilize the CFPB’s Electronic Financial Impact Platform before enrolling in one of the Company’s institutions, the Company must implement a compliance plan designed to ensure its institutional loan program complies with the terms of the Consent Order, and the Company must submit reports describing its compliance with the Consent Order to the CFPB at designated times and upon request by the CFPB. The institutional loan programs were discontinued by the Company’s institutions before the CFPB investigation began. As of March 31, 2017, the amount accrued related to this matter was paid in full.
Department of Justice Civil Investigative Demand
On July 7, 2016, the Company received from the U.S. Department of Justice (the “DOJ”) a Civil Investigative Demand (the “DOJ CID”) related to the DOJ's investigation concerning allegations that the Company may have misstated Title IV refund revenue or overstated revenue associated with private secondary loan programs and thereby misrepresented its compliance with the 90/10 rule of the Higher Education Act. Pursuant to the DOJ CID, the DOJ has requested from the Company documents and information for fiscal years 2011-2014. The Company is cooperating with the DOJ and cannot predict the eventual scope, duration or outcome of the investigation at this time. As a result, the Company cannot reasonably estimate a range of loss for this action and accordingly has not accrued any liability associated with this action.
Securities Class Action
Zamir v. Bridgepoint Education, Inc., et al.
On February 24, 2015, a securities class action complaint was filed in the U.S. District Court for the Southern District of California by Nelda Zamir naming the Company, Andrew Clark and Daniel Devine as defendants. The complaint asserts violations of Sections 10(b) and 20(a) of the Exchange Act and Rule 10b-5 promulgated thereunder, claiming that the defendants made false and materially misleading statements and failed to disclose material adverse facts regarding the Company’s business, operations and prospects, specifically regarding the Company’s improper application of revenue recognition methodology to assess collectability of funds owed by students. The complaint asserts a putative class period stemming from August 7, 2012 to May 30, 2014 and seeks unspecified monetary relief, interest and attorneys’ fees. On July 15, 2015, the Court granted plaintiff’s motion for appointment as lead plaintiff and for appointment of lead counsel.
On September 18, 2015, the plaintiff filed a substantially similar amended complaint that asserts a putative class period stemming from March 12, 2013 to May 30, 2014. The amended complaint also names Patrick Hackett, Adarsh Sarma, Warburg Pincus & Co., Warburg Pincus LLC, Warburg Pincus Partners LLC, and Warburg Pincus Private Equity VIII, L.P. as additional defendants. On November 24, 2015, all defendants filed motions to dismiss. On July 25, 2016, the Court granted the motions to dismiss and granted plaintiff leave to file an amended complaint within 30 days. Plaintiffs subsequently filed a second amended complaint and the Company filed a second motion to dismiss on October 24, 2016, which was granted by the Court with leave to amend. Plaintiffs filed a third amended complaint on April 19, 2017 and the defendants intend to file a third motion to dismiss. The outcome of this legal proceeding is uncertain at this point because of the many questions of fact and law that may arise. Based on information available to the Company at present, it cannot reasonably estimate a range of loss for this action. Accordingly, the Company has not accrued any liability associated with this action.
Shareholder Derivative Actions
In re Bridgepoint, Inc. Shareholder Derivative Action
On July 24, 2012, a shareholder derivative complaint was filed in California Superior Court by Alonzo Martinez. In the complaint, the plaintiff asserts a derivative claim on the Company’s behalf against certain of its current and former officers and directors. The complaint is captioned Martinez v. Clark, et al. and generally alleges that the individual defendants breached their fiduciary duties of candor, good faith and loyalty, wasted corporate assets and were unjustly enriched. The lawsuit seeks unspecified monetary relief and disgorgement on behalf of the Company, as well as other equitable relief and attorneys’ fees. On September 28, 2012, a substantially similar shareholder derivative complaint was filed in California Superior Court by David Adolph-Laroche. In the complaint, the plaintiff asserts a derivative claim on the Company’s behalf against certain of its current and former officers and directors. The complaint is captioned Adolph-Laroche v. Clark, et al. and generally alleges that the individual defendants breached their fiduciary duties of candor, good faith and loyalty, wasted corporate assets and were unjustly enriched.
On October 11, 2012, the Adolph-Laroche action was consolidated with the Martinez action and the case is now captioned In re Bridgepoint, Inc. Shareholder Derivative Action. A consolidated complaint was filed on December 18, 2012 and the defendants filed a motion to stay the case while the underlying securities class action is pending. The motion was granted by the Court on April 11, 2013. A status conference was held on October 10, 2013, during which the Court ordered the stay continued for the duration of discovery in the underlying securities class action, but permitted the plaintiff to receive copies of any discovery responses served in the underlying securities class action. The stay was lifted following the settlement of the underlying securities class action and all defendants filed demurrers on October 3, 2016, which are currently pending with the Court.
Reardon v. Clark, et al.
On March 18, 2015, a shareholder derivative complaint was filed in the Superior Court of the State of California in San Diego. The complaint asserts derivative claims on the Company’s behalf against certain of its current and former officers and directors. The complaint is captioned Reardon v. Clark, et al. and generally alleges that the individual defendants breached their fiduciary duties of candor, good faith and loyalty, wasted corporate assets and were unjustly enriched. The lawsuit seeks unspecified monetary relief and disgorgement, as well as other equitable relief and attorneys’ fees. Pursuant to a stipulation among the parties, on May 27, 2015, the Court ordered the case stayed during discovery in the underlying Zamir securities class action, but permitted the plaintiff to receive copies of any discovery conducted in the underlying Zamir securities class action.
Larson v. Hackett, et al.
On January 19, 2017, a shareholder derivative complaint was filed in the Superior Court of the State of California in San Diego. The complaint asserts derivative claims on the Company's behalf against certain of its current and former officers and directors. The complaint is captioned Larson v. Hackett, et al. and generally alleges that the individual defendants breached their fiduciary duties of candor, good faith and loyalty, wasted corporate assets and were unjustly enriched. The lawsuit seeks unspecified monetary relief and disgorgement, as well as other equitable relief and attorneys’ fees. The parties have not yet responded to the complaint, but will most likely seek to have the case dismissed or stayed during discovery in the underlying Zamir securities class action.
Nieder v. Ashford University, LLC
On October 4, 2016, Dustin Nieder filed a purported class action against Ashford University in the Superior Court of the State of California in San Diego. The complaint is captioned Dustin Nieder v. Ashford University, LLC and generally alleges various wage and hour claims under California law for failure to pay overtime, failure to pay minimum wages and failure to provide rest and meal breaks. The lawsuit seeks back pay, the cost of benefits, penalties and interest on behalf of the putative class members, as well as other equitable relief and attorneys' fees. The Company filed an answer denying the claims and the case is currently in discovery. The outcome of this legal proceeding is uncertain at this point because of the many questions of fact and law that may arise. Based on information available to the Company at present, it cannot reasonably estimate a range of loss for this action. Accordingly, the Company has not accrued any liability associated with this action.
Summary of Significant Accounting Policies (Policies)
Principles of Consolidation
The condensed consolidated financial statements include the accounts of Bridgepoint Education, Inc. and its wholly owned subsidiaries. Intercompany transactions have been eliminated in consolidation.
Unaudited Interim Financial Information
The condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the U.S. (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, these financial statements do not include all of the information and footnotes required by GAAP for complete 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, 2016, which was filed with the Securities and Exchange Commission (the “SEC”) on March 7, 2017. In the opinion of management, the condensed consolidated financial statements include all adjustments, consisting of normal recurring adjustments, considered necessary to present a fair statement of the Company’s condensed consolidated financial position, results of operations and cash flows as of and for the periods presented.
Operating results for any interim period are not necessarily indicative of the results that may be expected for the full year. The year-end condensed consolidated balance sheet data was derived from audited financial statements, but does not include all disclosures required by GAAP for complete annual financial statements.
Use of Estimates
The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts in the condensed consolidated financial statements. Actual results could differ from those estimates.
Reclassifications
Certain reclassifications have been made to the prior years’ financial statements to conform to the current year presentation. During 2016, the Company adopted Accounting Standards Update (“ASU”) 2016-18, Statement of Cash Flows (Topic 230) and reclassified certain restricted cash amounts for the period ended March 31, 2016 within the condensed consolidated statements of cash flows. These reclassifications had no effect on previously reported results of operations or retained earnings. The following table provides a reconciliation of cash and cash equivalents, and restricted cash reported within the condensed consolidated balance sheets to the amounts shown in the condensed consolidated statements of cash flows.
 
As of
March 31, 2017
 
As of
December 31, 2016
Cash and cash equivalents
$
164,733

 
$
307,802

Restricted cash
20,182

 
24,533

Total cash, cash equivalents and restricted cash
$
184,915

 
$
332,335


Recent Accounting Pronouncements
In May 2014, the Financial Accounting Standards Board (the “FASB”) issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606), which supersedes the revenue recognition requirements in Accounting Standards Codification (“ASC”) Topic 605, Revenue Recognition. This literature is based on the principle that revenue is recognized to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The accounting guidance also requires additional disclosure regarding the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. ASU 2014-09 can be adopted using one of two retrospective application methods. In August 2015, the FASB issued ASU 2015-14, Revenue from Contracts with Customers (Topic 606), Deferral of the Effective Date, which defers the effective date of ASU 2014-09 by one year, to fiscal years beginning after December 15, 2017. The Company currently expects to adopt ASU 2014-09 and related topics in its first quarter of 2018, and is evaluating which transition approach to use. During the fourth quarter of 2016, the Company completed an initial evaluation of its existing revenue streams based upon the new standards, and the Company continues to evaluate the impact the adoption of ASU 2014-09 will have on the Company’s condensed consolidated financial statements. The Company has not determined the effect of the update on the Company’s internal control over financial reporting, but will do so throughout this fiscal year.
Additionally, the FASB issued various updates affecting the guidance in ASU 2014-09, Revenue from Contracts with Customers (Topic 606). The effective dates and transition requirements for each of the following updates are the same as those described for ASU 2014-09 noted above. In March 2016, the FASB issued ASU 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net). This update relates to when another party, along with the entity, is involved in providing a good or service to a customer. ASC Topic 606 requires an entity to determine whether the nature of its promise is to provide that good or service to the customer (i.e., the entity is a principal) or to arrange for the good or service to be provided to the customer by another party (i.e., the entity is an agent). In April 2016, the FASB issued ASU 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing. This update clarifies ASC Topic 606 with respect to the identification of performance obligations and the licensing implementation guidance. The update does not change the core principle of the guidance in ASC Topic 606. In May 2016, the FASB issued ASU 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients. This update addresses narrow-scope improvements to the guidance on collectibility, noncash consideration and completed contracts at transition. The update provides a practical expedient for contract modifications at transition and an accounting policy election related to the presentation of sales taxes and other similar taxes collected from customers. In December 2016, the FASB issued ASU 2016-20 Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers. The updates in ASU 2016-20 affect narrow aspects of the guidance issued in ASU 2014-09.
In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). Under the new guidance, lessees will be required to recognize the following for all leases (with the exception of short-term leases) at the lease commencement date: (i) a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis; and (ii) a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. Under the new guidance, lessor accounting is largely unchanged. The new lease guidance simplifies the accounting for sale and leaseback transactions primarily because lessees must recognize lease assets and lease liabilities. Lessees will no longer be provided with a source of off-balance sheet financing. Public companies should apply the amendments in ASU 2016-02 for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early application is permitted. Lessees (for capital and operating leases) and lessors (for sales-type, direct financing and operating leases) must apply a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. The modified retrospective approach would not require any transition accounting for leases that expired before the earliest comparative period presented. Lessees and lessors may not apply a full retrospective transition approach. The Company continues to evaluate the impact the adoption of ASU 2016-02 will have on the Company’s condensed consolidated financial statements.
In March 2016, the FASB issued ASU 2016-09, Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. The update includes multiple provisions intended to simplify various aspects of the accounting for share-based payments. While aimed at reducing the cost and complexity of the accounting for share-based payments, the amendments are expected to significantly impact net income, income per share and the statement of cash flows. Implementation and administration may present challenges for companies with significant share-based payment activities. ASU 2016-09 is effective for public companies for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. The Company adopted this update as of January 1, 2017. The adoption of ASU 2016-09 did not have a material impact on the Company’s condensed consolidated financial statements.
In January 2017, the FASB issued ASU 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. The update simplifies the measurement of goodwill by eliminating Step 2 from the goodwill impairment test. The annual or interim goodwill impairment test is performed by comparing the fair value of a reporting unit with its carrying amount. An impairment charge should be recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value. The update also eliminates the requirements for any reporting unit with a zero or negative carrying amount to perform a qualitative assessment and, if it fails that qualitative test, to perform Step 2 of the goodwill impairment test. An entity still has the option to perform the qualitative assessment for a reporting unit to determine if the quantitative impairment test is necessary. The update should be applied on a prospective basis. For public companies, the update is effective for any annual or interim goodwill impairment tests in fiscal years beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. Due to the simplification of the methodology, the Company has early adopted ASU 2017-04 as of January 1, 2017, and there was no impact on the Company’s condensed consolidated financial statements based upon the adoption.
Summary of Significant Accounting Policies Cash and cash equivalents (Tables)
Schedule of Cash and Cash Equivalents [Table Text Block]
The following table provides a reconciliation of cash and cash equivalents, and restricted cash reported within the condensed consolidated balance sheets to the amounts shown in the condensed consolidated statements of cash flows.
 
As of
March 31, 2017
 
As of
December 31, 2016
Cash and cash equivalents
$
164,733

 
$
307,802

Restricted cash
20,182

 
24,533

Total cash, cash equivalents and restricted cash
$
184,915

 
$
332,335

Restructuring and Impairment Charges Restructuring and Impairment Charges (Tables)
The following table summarizes the amounts recorded in the restructuring and impairment charges line item on the Company’s condensed consolidated statements of income (loss) for each of the periods presented (in thousands):
 
Three Months Ended March 31,
 
2017
 
2016
Student transfer agreement costs
$

 
$
(15
)
Severance costs

 
699

Lease exit and other costs

 
25

Total restructuring and impairment charges
$

 
$
709

The following table summarizes the changes in the Company's restructuring liability by type during the three months ended March 31, 2017 (in thousands):
 
Student Transfer Agreement Costs
 
Severance Costs
 
Lease Exit and Other Costs
 
Total
Balance at December 31, 2016
$
1,592

 
$
567

 
$
18,457

 
$
20,616

Restructuring and impairment charges

 

 

 

Payments

 
(547
)
 
(3,669
)
 
(4,216
)
Balance at March 31, 2017
$
1,592

 
$
20

 
$
14,788

 
$
16,400

Investments (Tables)
The following tables summarize the fair value information for investments as of March 31, 2017 and December 31, 2016, respectively (in thousands):
 
As of March 31, 2017
 
Level 1
 
Level 2
 
Level 3
 
Total
Mutual funds
$
1,801

 
$

 
$

 
$
1,801

Corporate notes and bonds

 
5,002

 

 
5,002

Certificates of deposit

 
25,000

 

 
25,000

Total
$
1,801

 
$
30,002

 
$

 
$
31,803

 
As of December 31, 2016
 
Level 1
 
Level 2
 
Level 3
 
Total
Mutual funds
$
1,688

 
$

 
$

 
$
1,688

Corporate notes and bonds

 
22,746

 

 
22,746

Certificates of deposit

 
25,000

 

 
25,000

Total
$
1,688

 
$
47,746

 
$

 
$
49,434

The following tables summarize the differences between amortized cost and fair value of investments as of March 31, 2017 and December 31, 2016, respectively (in thousands):
 
March 31, 2017
 
 
 
 
 
Gross unrealized
 
 
 
Maturities
 
Amortized Cost
 
Gain
 
Loss
 
Fair Value
Short-term
 
 
 
 
 
 
 
 
 
Corporate notes and bonds
1 year or less
 
5,001

 
1

 

 
5,002

Certificates of deposit
1 year or less
 
25,000

 

 

 
25,000

Total
 
 
$
30,001

 
$
1

 
$

 
$
30,002

The above table does not include $1.8 million of mutual funds as of March 31, 2017, which are recorded as trading securities.
 
December 31, 2016
 
 
 
 
 
Gross unrealized
 
 
 
Maturities
 
Amortized Cost
 
Gain
 
Loss
 
Fair Value
Short-term
 
 
 
 
 
 
 
 
 
Corporate notes and bonds
1 year or less
 
22,747

 
2

 
(3
)
 
22,746

Certificates of deposit
1 year or less
 
25,000

 

 

 
25,000

Total
 
 
$
47,747

 
$
2

 
$
(3
)
 
$
47,746

The above table does not include $1.7 million of mutual funds as of December 31, 2016, which are recorded as trading securities.
Accounts Receivable (Tables) (Allowance for Doubtful Accounts, Current)
Accounts receivable, net, consists of the following (in thousands):
 
As of
March 31, 2017
 
As of
December 31, 2016
Accounts receivable
$
50,724

 
$
42,611

Less allowance for doubtful accounts
(17,799
)
 
(16,154
)
Accounts receivable, net
$
32,925

 
$
26,457

The following table presents the changes in the allowance for doubtful accounts for accounts receivable for the periods indicated (in thousands):
 
Beginning
Balance
 
Charged to
Expense
 
Deductions(1)
 
Ending
Balance
Allowance for doubtful accounts receivable:
 
 
 
 
 
 
 
For the three months ended March 31, 2017
$
(16,154
)
 
$
9,294

 
$
(7,649
)
 
$
(17,799
)
For the three months ended March 31, 2016
$
(10,114
)
 
$
9,545

 
$
(202
)
 
$
(19,457
)
(1)
Deductions represent accounts written off, net of recoveries.
Other Significant Balance Sheet Accounts (Tables)
Prepaid expenses and other current assets consists of the following (in thousands):
 
As of
March 31, 2017
 
As of
December 31, 2016
Prepaid expenses
$
8,229

 
$
7,160

Prepaid licenses
5,478

 
5,183

Income tax receivable
5,289

 
7,432

Prepaid insurance
996

 
1,291

Interest receivable
64

 
142

Insurance recoverable
1,152

 
1,027

Other current assets
2,178

 
1,232

Total prepaid expenses and other current assets
$
23,386

 
$
23,467

Property and equipment, net, consists of the following (in thousands):
 
As of
March 31, 2017
 
As of
December 31, 2016
Furniture and office equipment
$
42,349

 
$
41,528

Software
12,016

 
11,979

Leasehold improvements
4,468

 
4,332

Vehicles
22

 
22

Total property and equipment
58,855

 
57,861

Less accumulated depreciation
(46,649
)
 
(45,643
)
Total property and equipment, net
$
12,206

 
$
12,218

Goodwill and intangibles, net, consists of the following (in thousands):
 
March 31, 2017
Definite-lived intangible assets:
Gross Carrying Amount
 
Accumulated Amortization
 
Net Carrying Amount
Capitalized curriculum costs
$
21,267

 
$
(18,028
)
 
$
3,239

Purchased intangible assets
15,850

 
(5,063
)
 
10,787

     Total definite-lived intangible assets
$
37,117

 
$
(23,091
)
 
$
14,026

Goodwill and indefinite-lived intangibles
 
 
 
 
2,567

Total goodwill and intangibles, net
 
 
 
 
$
16,593

 
 
 
 
 
 
 
December 31, 2016
Definite-lived intangible assets:
Gross Carrying Amount
 
Accumulated Amortization
 
Net Carrying Amount
Capitalized curriculum costs
$
21,153

 
$
(17,397
)
 
$
3,756

Purchased intangible assets
15,850

 
(4,754
)
 
11,096

     Total definite-lived intangible assets
$
37,003

 
$
(22,151
)
 
$
14,852

Goodwill and indefinite-lived intangibles
 
 
 
 
2,567

Total goodwill and intangibles, net
 
 
 
 
$
17,419

The following table summarizes the estimated remaining amortization expense as of each fiscal year ended below (in thousands):
Year Ended December 31,
 
 
Remainder of 2017
$
2,434

2018
2,405

2019
1,648

2020
1,352

2021
1,252

Thereafter
4,935

Total future amortization expense
$
14,026

Accounts payable and accrued liabilities consists of the following (in thousands):
 
As of
March 31, 2017
 
As of
December 31, 2016
Accounts payable
$
2,354

 
$
4,519

Accrued salaries and wages
6,744

 
8,967

Accrued bonus
2,737

 
5,087

Accrued vacation
9,662

 
9,313

Accrued litigation and fees
8,041

 
13,946

Accrued expenses
19,312

 
15,793

Rent liability
15,247

 
17,232

Accrued insurance liability
3,106

 
3,009

Total accounts payable and accrued liabilities
$
67,203

 
$
77,866

Deferred revenue and student deposits consists of the following (in thousands):
 
As of
March 31, 2017
 
As of
December 31, 2016
Deferred revenue
$
27,458

 
$
21,733

Student deposits
44,337

 
52,933

Total deferred revenue and student deposits
$
71,795

 
$
74,666

Other long-term liabilities consists of the following (in thousands):
 
As of
March 31, 2017
 
As of
December 31, 2016
Uncertain tax positions
$
8,261

 
$
8,216

Student transfer agreement costs
592

 
630

Other long-term liabilities
4,555

 
4,784

Total other long-term liabilities
$
13,408

 
$
13,630

Lease Obligations (Tables)
Schedule of Future Minimum Rental Payments for Operating Leases
The following table summarizes the future minimum rental payments under non-cancelable operating lease arrangements in effect at March 31, 2017 (in thousands):
Year Ended December 31,
 
 
Remainder of 2017
$
27,019

2018
31,400

2019
20,833

2020
9,503

2021
5,112

Thereafter
1,949

Total minimum payments
$
95,816

Earnings (Loss) Per Share (Tables)
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 March 31,
 
2017
 
2016
Numerator:
 
 
 
Net income (loss)
$
9,869

 
$
(10,112
)
Denominator:
 
 
 
Weighted average number of common shares outstanding
42,100

 
45,933

Effect of dilutive options and stock units
897

 

Diluted weighted average number of common shares outstanding
42,997

 
45,933

Income (loss) per share:
 
 
 
Basic
$
0.23

 
$
(0.22
)
Diluted
$
0.23

 
$
(0.22
)
The following table sets forth the number of stock options, RSUs and PSUs, 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 March 31,
 
2017
 
2016
Stock options
3,245

 
4,510

RSUs and PSUs
14

 
921

Summary of Significant Accounting Policies Cash and Cash Equivalents (Details) (USD $)
In Thousands, unless otherwise specified
Mar. 31, 2017
Dec. 31, 2016
Mar. 31, 2016
Dec. 31, 2015
Cash and Cash Equivalents [Abstract]
 
 
 
 
Cash and cash equivalents
$ 164,733 
$ 307,802 
 
 
Restricted cash
20,182 
24,533 
 
 
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents
$ 184,915 
$ 332,335 
$ 264,559 
$ 306,830 
Restructuring and Impairment Charges (Details) (USD $)
In Thousands, unless otherwise specified
3 Months Ended
Mar. 31, 2017
Mar. 31, 2016
Restructuring Reserve [Roll Forward]
 
 
Restructuring reserve at beginning of period
$ 20,616 
 
Restructuring and impairment charges
709 
Payments
(4,216)
 
Restructuring reserve at end of period
16,400 
 
Service Agreements
 
 
Restructuring Reserve [Roll Forward]
 
 
Restructuring reserve at beginning of period
1,592 
 
Restructuring and impairment charges
(15)
Payments
 
Restructuring reserve at end of period
1,592 
 
Severance costs
 
 
Restructuring Reserve [Roll Forward]
 
 
Restructuring reserve at beginning of period
567 
 
Restructuring and impairment charges
699 
Payments
(547)
 
Restructuring reserve at end of period
20 
 
Lease Agreements
 
 
Restructuring Reserve [Roll Forward]
 
 
Restructuring reserve at beginning of period
18,457 
 
Restructuring and impairment charges
25 
Payments
(3,669)
 
Restructuring reserve at end of period
$ 14,788 
 
Investments (Details) (USD $)
3 Months Ended
Mar. 31, 2017
Mar. 31, 2016
Dec. 31, 2016
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
 
 
 
Available-for-sale securities
$ 30,002,000 
 
$ 47,746,000 
Investments
31,803,000 
 
49,434,000 
Available-for-sale Securities, Amortized Cost Basis
30,001,000 
 
47,747,000 
Available-for-sale Securities, Accumulated Gross Unrealized Gain, before Tax
1,000 
 
2,000 
Available-for-sale Securities, Accumulated Gross Unrealized Loss, before Tax
 
(3,000)
Unrealized gains on investments
1,000 
165,000 
 
Unrealized gains (losses) on investments, tax expense (benefit)
 
Reclassification from Accumulated Other Comprehensive Income, Current Period, before Tax
 
Level 1
 
 
 
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
 
 
 
Investments
1,801,000 
 
1,688,000 
Level 2
 
 
 
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
 
 
 
Investments
30,002,000 
 
47,746,000 
Level 3
 
 
 
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
 
 
 
Investments
 
Mutual funds
 
 
 
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
 
 
 
Available-for-sale securities
1,801,000 
 
1,688,000 
Mutual funds |
Level 1
 
 
 
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
 
 
 
Available-for-sale securities
1,801,000 
 
1,688,000 
Trading Securities
1,801,000 
 
1,688,000 
Mutual funds |
Level 2
 
 
 
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
 
 
 
Available-for-sale securities
 
Mutual funds |
Level 3
 
 
 
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
 
 
 
Available-for-sale securities
 
Corporate notes and bonds
 
 
 
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
 
 
 
Available-for-sale securities
5,002,000 
 
22,746,000 
Corporate notes and bonds |
Level 1
 
 
 
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
 
 
 
Available-for-sale securities
 
Corporate notes and bonds |
Level 2
 
 
 
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
 
 
 
Available-for-sale securities
5,002,000 
 
22,746,000 
Corporate notes and bonds |
Level 3
 
 
 
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
 
 
 
Available-for-sale securities
 
Certificates of deposit
 
 
 
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
 
 
 
Available-for-sale securities
25,000,000 
 
25,000,000 
Certificates of deposit |
Level 1
 
 
 
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
 
 
 
Available-for-sale securities
 
Certificates of deposit |
Level 2
 
 
 
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
 
 
 
Available-for-sale securities
25,000,000 
 
25,000,000 
Certificates of deposit |
Level 3
 
 
 
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
 
 
 
Available-for-sale securities
 
Corporate notes and bonds
 
 
 
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
 
 
 
Available-for-sale securities
5,002,000 
 
22,746,000 
Available-for-sale Securities, Amortized Cost Basis
5,001,000 
 
22,747,000 
Available-for-sale Securities, Accumulated Gross Unrealized Gain, before Tax
1,000 
 
2,000 
Available-for-sale Securities, Accumulated Gross Unrealized Loss, before Tax
 
(3,000)
Certificates of deposit
 
 
 
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
 
 
 
Available-for-sale securities
25,000,000 
 
25,000,000 
Available-for-sale Securities, Amortized Cost Basis
25,000,000 
 
25,000,000 
Available-for-sale Securities, Accumulated Gross Unrealized Gain, before Tax
 
Available-for-sale Securities, Accumulated Gross Unrealized Loss, before Tax
$ 0 
 
$ 0 
Accounts Receivable (Details) (USD $)
In Thousands, unless otherwise specified
Mar. 31, 2017
Dec. 31, 2016
Receivables [Abstract]
 
 
Accounts receivable
$ 50,724 
$ 42,611 
Less allowance for doubtful accounts
(17,799)
(16,154)
Accounts receivable, net
$ 32,925 
$ 26,457 
Accounts Receivable (Change in Allowance) (Details) (Allowance for Doubtful Accounts, Current, USD $)
In Thousands, unless otherwise specified
3 Months Ended
Mar. 31, 2017
Mar. 31, 2016
Allowance for Doubtful Accounts, Current
 
 
Movement in Valuation Allowances and Reserves [Roll Forward]
 
 
Beginning Balance
$ (16,154)
$ (10,114)
Charged to Expense
9,294 
9,545 
Deductions
(7,649)
(202)
Ending Balance
$ (17,799)
$ (19,457)
Other Significant Balance Sheet Accounts (Prepaid Expenses and Other Current Assets) (Details) (USD $)
In Thousands, unless otherwise specified
Mar. 31, 2017
Dec. 31, 2016
Prepaid Expense and Other Assets, Current [Abstract]
 
 
Prepaid expenses
$ 8,229 
$ 7,160 
Prepaid licenses
5,478 
5,183 
Income tax receivable
5,289 
7,432 
Prepaid insurance
996 
1,291 
Interest receivable
64 
142 
Insurance recoverable
1,152 
1,027 
Other current assets
2,178 
1,232 
Total prepaid expenses and other current assets
$ 23,386 
$ 23,467 
Other Significant Balance Sheet Accounts (Property and Equipment, Net) (Details) (USD $)
3 Months Ended
Mar. 31, 2017
Mar. 31, 2016
Dec. 31, 2016
Property, Plant and Equipment [Line Items]
 
 
 
Property and equipment, gross
$ 58,855,000 
 
$ 57,861,000 
Less accumulated depreciation
(46,649,000)
 
(45,643,000)
Total property and equipment, net
12,206,000 
 
12,218,000 
Depreciation
1,400,000 
2,400,000 
 
Furniture and office equipment
 
 
 
Property, Plant and Equipment [Line Items]
 
 
 
Property and equipment, gross
42,349,000 
 
41,528,000 
Software
 
 
 
Property, Plant and Equipment [Line Items]
 
 
 
Property and equipment, gross
12,016,000 
 
11,979,000 
Leasehold improvements
 
 
 
Property, Plant and Equipment [Line Items]
 
 
 
Property and equipment, gross
4,468,000 
 
4,332,000 
Vehicles
 
 
 
Property, Plant and Equipment [Line Items]
 
 
 
Property and equipment, gross
$ 22,000 
 
$ 22,000 
Other Significant Balance Sheet Accounts (Goodwill and Intangibles, Net) (Details) (USD $)
3 Months Ended
Mar. 31, 2017
Mar. 31, 2016
Dec. 31, 2016
Goodwill and Intangibles, Net
 
 
 
Definite-lived intangible assets, gross carrying amount
$ 37,117,000 
 
$ 37,003,000 
Definite-lived intangible assets, accumulated amortization
(23,091,000)
 
(22,151,000)
Definite-lived intangible assets, net carrying amount
14,026,000 
 
14,852,000 
Goodwill and indefinite-lived intangibles
2,567,000 
 
2,567,000 
Total goodwill and intangibles, net
16,593,000 
 
17,419,000 
Amortization of Intangible Assets
900,000 
1,300,000 
 
Capitalized Curriculum Costs
 
 
 
Goodwill and Intangibles, Net
 
 
 
Definite-lived intangible assets, gross carrying amount
21,267,000 
 
21,153,000 
Definite-lived intangible assets, accumulated amortization
(18,028,000)
 
(17,397,000)
Definite-lived intangible assets, net carrying amount
3,239,000 
 
3,756,000 
Purchased Intangible Assets
 
 
 
Goodwill and Intangibles, Net
 
 
 
Definite-lived intangible assets, gross carrying amount
15,850,000 
 
15,850,000 
Definite-lived intangible assets, accumulated amortization
(5,063,000)
 
(4,754,000)
Definite-lived intangible assets, net carrying amount
$ 10,787,000 
 
$ 11,096,000 
Other Significant Balance Sheet Accounts (Remaining Amortization Expense) (Details) (USD $)
In Thousands, unless otherwise specified
Mar. 31, 2017
Dec. 31, 2016
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract]
 
 
Remainder of 2017
$ 2,434 
 
2018
2,405 
 
2019
1,648 
 
2020
1,352 
 
2021
1,252 
 
Thereafter
4,935 
 
Definite-lived intangible assets, net carrying amount
$ 14,026 
$ 14,852 
Other Significant Balance Sheet Accounts (Accounts Payable and Accrued Liabilities) (Details) (USD $)
In Thousands, unless otherwise specified
Mar. 31, 2017
Dec. 31, 2016
Balance Sheet Related Disclosures [Abstract]
 
 
Accounts payable
$ 2,354 
$ 4,519 
Accrued salaries and wages
6,744 
8,967 
Accrued bonus
2,737 
5,087 
Accrued vacation
9,662 
9,313 
Accrued litigation and fees
8,041 
13,946 
Accrued expenses
19,312 
15,793 
Rent liability
15,247 
17,232 
Accrued insurance liability
3,106 
3,009 
Total accounts payable and accrued liabilities
$ 67,203 
$ 77,866 
Other Significant Balance Sheet Accounts (Deferred Revenue) (Details) (USD $)
In Thousands, unless otherwise specified
Mar. 31, 2017
Dec. 31, 2016
Deferred Revenue [Abstract]
 
 
Deferred revenue
$ 27,458 
$ 21,733 
Student deposits
44,337 
52,933 
Total deferred revenue and student deposits
$ 71,795 
$ 74,666 
Other Significant Balance Sheet Accounts (Other Long-term Liabilities) (Details) (USD $)
In Thousands, unless otherwise specified
Mar. 31, 2017
Dec. 31, 2016
Balance Sheet Related Disclosures [Abstract]
 
 
Uncertain tax positions
$ 8,261 
$ 8,216 
Student transfer agreement costs
592 
630 
Other long-term liabilities
4,555 
4,784 
Total other long-term liabilities
$ 13,408 
$ 13,630 
Credit Facilities (Details) (USD $)
In Millions, unless otherwise specified
Mar. 31, 2017
Debt Disclosure [Abstract]
 
Revolving line of credit, letters of credit outstanding
$ 8.4 
Surety Bond Facility [Abstract]
 
Surety bond facility, available amount
3.5 
Surety bond facility, issued amount
$ 3.3 
Lease Obligations (Details) (USD $)
3 Months Ended
Mar. 31, 2017
Mar. 31, 2016
Lease Obligations [Abstract]
 
 
Operating Leases, Rent Expense, Net
$ 3,600,000 
$ 5,700,000 
Remainder of 2017
27,019,000 
 
2018
31,400,000 
 
2019
20,833,000 
 
2020
9,503,000 
 
2021
5,112,000 
 
Thereafter
1,949,000 
 
Total minimum payments
$ 95,816,000 
 
Earnings (Loss) Per Share (Basic and Diluted Earnings Per Share) (Details) (USD $)
In Thousands, except Per Share data, unless otherwise specified
3 Months Ended
Mar. 31, 2017
Mar. 31, 2016
Numerator:
 
 
Net income (loss)
$ 9,869 
$ (10,112)
Denominator:
 
 
Weighted average number of common shares outstanding (in shares)
42,100 
45,933 
Effect of dilutive options and stock units (in shares)
897 
Diluted weighted average number of common shares outstanding (in shares)
42,997 
45,933 
Earnings (loss) per share:
 
 
Basic (in usd per share)
$ 0.23 
$ (0.22)
Diluted (in usd per share)
$ 0.23 
$ (0.22)
Earnings (Loss) Per Share (Anti-dilutive Securities) (Details)
In Thousands, unless otherwise specified
3 Months Ended
Mar. 31, 2017
Mar. 31, 2016
Stock options
 
 
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
 
 
Antidilutive securities excluded from computation of dilutive common shares outstanding
3,245 
4,510 
RSUs and PSUs
 
 
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
 
 
Antidilutive securities excluded from computation of dilutive common shares outstanding
14 
921 
Earnings (Loss) Per Share Earnings (Loss) Per Share (Share Repurchase) (Details) (USD $)
In Millions, unless otherwise specified
3 Months Ended
Mar. 31, 2017
Earnings (Loss) Per Share (Share Repurchase) [Abstract]
 
Stock Repurchased During Period, Shares
18.1 
Payments for Repurchase of Common Stock
$ 150.0 
Stock-Based Compensation (Details) (USD $)
In Millions, except Share data, unless otherwise specified
3 Months Ended
Mar. 31, 2017
Mar. 31, 2016
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
 
 
Stock-based compensation expense
$ 0.9 
$ 2.3 
Income tax benefit of stock-based compensation expense
0.3 
0.9 
Unrecognized compensation cost related to unvested options and RSUs
$ 11.1 
 
Restricted Stock Units
 
 
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
 
 
Non-option equity instruments granted during the period
400,000 
400,000 
Grant date fair value
$ 10.44 
$ 10.59 
Equity instruments other than options vested during period
400,000 
400,000 
Performance Shares
 
 
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
 
 
Equity instruments other than options vested during period
 
Stock options
 
 
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
 
 
Stock options granted
300,000 
400,000 
Stock options exercised
100,000 
200,000 
Grant date fair value of options granted
$ 4.76 
$ 4.99 
Income Taxes (Details) (USD $)
In Millions, unless otherwise specified
3 Months Ended
Mar. 31, 2017
Dec. 31, 2016
Income Tax Disclosure [Abstract]
 
 
Effective tax rate
2.30% 
 
Unrecognized Tax Benefits
$ 20.2 
$ 20.2 
Gross unrecognized tax benefits that would impact effective tax rate if recognized
$ 13.2 
$ 13.2 
Commitments and Contingencies (Details) (USD $)
In Millions, unless otherwise specified
12 Months Ended
Dec. 31, 2016
Department of Education [Member]
Mar. 31, 2017
CALIFORNIA
Dec. 31, 2016
Regulatory Agency
Mar. 31, 2017
Minimum
CALIFORNIA
Mar. 31, 2017
Maximum
CALIFORNIA
Loss Contingencies [Line Items]
 
 
 
 
 
Loss contingency
 
 
 
$ 8.0 
$ 20.0 
Estimated litigation liability
0.3 
8.0 
 
 
 
Payments for legal settlements
 
 
8.0 
 
 
Customer refund liability
 
 
5.0 
 
 
Allowance for loan , write-offs
 
 
$ 18.6