(Mark One)
|
|
☒
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
☐
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Delaware
(State or other jurisdiction of
incorporation or organization)
|
59-3551629
(I.R.S. Employer
Identification No.)
|
(Title of Each Class)
|
(Name of Each Exchange on Which Registered)
|
|||||
Common Stock $0.01 par value
|
New York Stock Exchange
|
Large accelerated filer ☐
|
Accelerated filer ☒
|
Non-accelerated filer ☐
|
Smaller reporting company ☒
|
Emerging growth company ☐
|
•
|
Ashford University's (“Ashford”) ability to continue to operate as an accredited institution subject to the requirements of the State of California, Department of Consumer Affairs, Bureau for Private Postsecondary Education (the “BPPE”);
|
•
|
our ability to comply with the extensive and continually evolving regulatory framework applicable to us and our institution, including Title IV of the Higher Education Act of 1965, as amended (the “Higher Education Act”), and its implementing regulations, the gainful employment rules and regulations, the “defense to repayment” regulations, state laws and regulatory requirements, and accrediting agency requirements;
|
•
|
projections, predictions and expectations regarding our business, financial position, results of operations and liquidity, and enrollment trends at our institution;
|
•
|
our ability to obtain continued approval of Ashford’s programs for GI Bill benefits through the Iowa State Approving Agency (“ISAA”), the Arizona State Approving Agency (“ASAA”), or the California State Approving Agency for Veteran's Education (“CSAAVE”), and to prevent any disruption of educational benefits to Ashford’s veteran students;
|
•
|
the ability of Ashford to continue participating in the U.S. Department of Defense Tuition Assistance Program for active duty military personnel and to prevent any disruption of educational benefits to Ashford’s active duty military students;
|
•
|
initiatives focused on student success, retention and academic quality;
|
•
|
expectations regarding the adequacy of our cash and cash equivalents and other sources of liquidity for ongoing operations;
|
•
|
expectations regarding capital expenditures;
|
•
|
our anticipated seasonal fluctuations in operational results;
|
•
|
management's goals and objectives; and
|
•
|
other similar matters that are not historical facts.
|
•
|
the inability of Ashford to comply with the additional reporting and disclosure obligations arising as a result of its operation as a BPPE-approved institution;
|
•
|
the imposition of fines or other corrective measures against our institution;
|
•
|
adverse regulatory changes affecting our industry;
|
•
|
our failure to comply with the extensive and continually evolving regulatory framework applicable to our industry, including Title IV of the Higher Education Act and its implementing regulations, the gainful employment rules and regulations, the “defense to repayment” regulations, state laws and regulatory requirements, and accrediting agency requirements;
|
•
|
our inability to continue to recruit and retain students;
|
•
|
our inability to continue to provide Tuition Assistance benefits to our active duty military students;
|
•
|
our inability to continue to provide GI Bill benefits to our veteran students;
|
•
|
competition in the postsecondary education market and its potential impact on our market share, recruiting costs and tuition rates;
|
•
|
reputational and other risks related to potential compliance audits, regulatory actions, negative publicity or service disruptions;
|
•
|
our inability to develop new programs or expand existing programs in a timely and cost-effective manner;
|
•
|
economic or other developments potentially impacting demand in our institution's core disciplines or the availability or cost of Title IV or other funding;
|
•
|
the preceding and other factors discussed in Item 1A, “Risk Factors,” and in other reports we may file with the Securities and Exchange Commission (the “SEC”) from time to time; and
|
•
|
the factors set forth in Item 7, “Management's Discussion and Analysis of Financial Condition and Results of Operations.”
|
December 31, 2018
|
December 31, 2017
|
December 31, 2016
|
|||||||||||||||
Doctoral
|
729
|
|
1.9
|
%
|
841
|
|
2.1
|
%
|
836
|
|
1.9
|
%
|
|||||
Master's
|
5,804
|
|
15.2
|
%
|
5,655
|
|
13.9
|
%
|
6,253
|
|
13.9
|
%
|
|||||
Bachelor's
|
29,604
|
|
77.6
|
%
|
32,153
|
|
78.9
|
%
|
35,748
|
|
79.2
|
%
|
|||||
Associate's
|
1,323
|
|
3.5
|
%
|
1,263
|
|
3.1
|
%
|
1,405
|
|
3.1
|
%
|
|||||
Other*
|
693
|
|
1.8
|
%
|
818
|
|
2.0
|
%
|
845
|
|
1.9
|
%
|
|||||
Total
|
38,153
|
|
100.0
|
%
|
40,730
|
|
100.0
|
%
|
45,087
|
|
100.0
|
%
|
•
|
Certification: Institutions must certify that each of their gainful employment programs meet state and federal licensure, certification and accreditation requirements.
|
•
|
Accountability Measures: To maintain Title IV eligibility, gainful employment programs will be required to meet minimum standards for the debt burden versus the earnings of their graduates.
|
◦
|
Pass: Programs whose graduates have annual loan payments less than 8% of total earnings or less than 20% of discretionary earnings.
|
◦
|
Zone: Programs whose graduates have annual loan payments between 8% and 12% of total earnings or between 20% and 30% of discretionary earnings.
|
◦
|
Fail: Programs whose graduates have annual loan payments greater than 12% of total earnings and greater than 30% of discretionary earnings.
|
•
|
Transparency: Institutions will be required to make public disclosures regarding the performance and outcomes of their gainful employment programs. The disclosures will include information such as costs, earnings, debt and completion rates.
|
•
|
transferring an institution from the advance method or the heightened cash monitoring level one method of Title IV payment, each of which permit the institution to receive Title IV funds before or concurrently with disbursing them to students, to the heightened cash monitoring level two method of payment or to the reimbursement method of payment, each of which delay an institution's receipt of Title IV funds until student eligibility has been verified by the Department;
|
•
|
imposing a monetary liability against an institution in an amount equal to any funds determined to have been improperly disbursed or not to have been properly returned upon student withdrawal;
|
•
|
requiring an institution to post a letter of credit in favor of the Department as a condition for continued Title IV eligibility;
|
•
|
initiating proceedings to impose a fine or to limit, suspend or terminate an institution's participation in Title IV programs;
|
•
|
referring a matter for possible civil or criminal investigation;
|
•
|
failing to grant an institution's application for renewal of its certification, or revocation of an institution's provisional certification, to participate in Title IV programs, or imposing conditions on its participation in Title IV programs; or
|
•
|
taking emergency action to suspend an institution's participation in Title IV programs without prior notice or a prior opportunity for a hearing.
|
•
|
the state establishes the institution by name as an educational institution through a charter, statute, constitutional provision or other action issued by an appropriate state agency or state entity and is authorized to operate educational programs beyond secondary education, including programs leading to a degree or certificate; the institution complies with any applicable state approval or licensure requirements, except that the state may exempt the institution from any state approval or licensure requirement based on the institution's accreditation by one or more accrediting agencies recognized by the Department or based upon the institution being in operation for at least 20 years; and the state has a process to review and appropriately act on complaints concerning the institution including the enforcement of state laws;
|
•
|
the institution is established by the state on the basis of an authorization to conduct business in the state or to operate as a nonprofit charitable organization; the institution, by name, is approved or licensed by the state to offer programs beyond secondary education, including programs leading to a degree or certificate; and the institution is not exempt from the state's approval or licensure requirements based on accreditation, years in operation, or other comparable exemption; and the state has a process to review and appropriately act on complaints concerning the institution including the enforcement of state laws; or
|
•
|
the institution is exempt from state authorization as a religious institution under the state constitution or by state law, and the state has a process to review and appropriately act on complaints concerning the institution and to enforce applicable state laws.
|
•
|
the emergence of more and better competitors;
|
•
|
factors related to our marketing efforts, including the costs of online advertising and broad-based branding campaigns;
|
•
|
performance problems with our online systems;
|
•
|
our institution's failure to maintain accreditation, state licensure and eligibility for Title IV programs;
|
•
|
student dissatisfaction with our institution's services and programs;
|
•
|
a decrease in the perceived or actual economic benefits that students derive from our institution's programs or programs provided by private sector postsecondary education companies generally;
|
•
|
adverse publicity regarding us, or online or private sector postsecondary education generally;
|
•
|
price reductions by competitors that we are unwilling or unable to match; and
|
•
|
a decline in the acceptance of online education or education provided by private sector postsecondary education companies.
|
•
|
the inability to maintain uniform standards, controls, policies and procedures;
|
•
|
distraction of management's attention from normal business operations during the integration process;
|
•
|
the inability to attract and/or retain key management personnel to operate the acquired entity;
|
•
|
the inability to obtain, or delay in obtaining, regulatory or other approvals necessary to operate the business;
|
•
|
the inability to correctly estimate the size of a target market or accurately assess market dynamics;
|
•
|
expenses associated with the integration efforts; and
|
•
|
unidentified issues not discovered in the due diligence process, including legal contingencies.
|
•
|
developments regarding the accreditation or state licensing of our academic institution, particularly Ashford University;
|
•
|
our quarterly or annual earnings or those of other companies in our industry;
|
•
|
public reaction to our press releases, corporate communications and SEC filings;
|
•
|
changes in earnings estimates or recommendations by research analysts who track our common stock or the stocks of other companies in our industry;
|
•
|
seasonal variations in our student enrollment;
|
•
|
new laws or regulations or new interpretations of laws or regulations applicable to our industry or business;
|
•
|
negative publicity, including government hearings and other public lawmaker or regulator criticism, regarding our industry or business;
|
•
|
changes in enrollment;
|
•
|
changes in accounting standards, policies, guidance, interpretations or principles;
|
•
|
litigation involving our company or investigations or audits by regulators into the operations of our company or our competitors;
|
•
|
sales of common stock by our directors, executive officers and significant stockholders; and
|
•
|
changes in general conditions in the United States and global economies or financial markets, including those resulting from war, incidents of terrorism or responses to such events.
|
•
|
authorize the issuance of “blank check” preferred stock by our board of directors to increase the number of outstanding shares to discourage a takeover attempt;
|
•
|
provide for a classified board of directors (three classes);
|
•
|
provide that stockholders may only remove directors for cause;
|
•
|
provide that any vacancy on our board of directors, including a vacancy resulting from an increase in the size of the board, may only be filled by the affirmative vote of a majority of our directors then in office, even if less than a quorum;
|
•
|
provide that a special meeting of stockholders may only be called by our board of directors or by our chief executive officer;
|
•
|
provide that action by written consent of the stockholders may be taken only if the board of directors first approves such action, whenever the vote of stockholders is required at a meeting for any corporate action, the meeting and vote of stockholders may be dispensed with, and the action may be taken without such meeting and vote, if a written consent is signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at the meeting of stockholders; provided that, notwithstanding the foregoing, we will hold an annual meeting of stockholders in accordance with NYSE rules for so long as our shares are listed on the NYSE, and as otherwise required by the bylaws;
|
•
|
provide that the board of directors is expressly authorized to make, alter or repeal our bylaws; and
|
•
|
establish advance notice requirements for nominations for elections to our board of directors or for proposing matters that can be acted upon by stockholders at stockholder meetings.
|
•
|
Following the Proposed Transaction, we would no longer own and operate a regulated institution of higher education, but we would instead be an education technology service provider to AU NFP and possibly other third-party education
|
•
|
Initially, all of our revenue would be derived pursuant to the services agreement with AU NFP. Accordingly, AU NFP’s ability to increase its enrollment and tuition and fee revenue, and our ability to continue to perform the services necessary to enable AU NFP to achieve such goals, would be critical to the success of our services business.
|
Number of Buildings
|
Location
|
Total Square Footage
|
Lease Expiration
|
||||
2
|
San Diego, CA
|
300,000
|
2020
|
||||
2
|
Denver, CO
|
182,000
|
2021-2023
|
||||
2
|
Clinton, IA
|
22,400
|
2019
|
||||
1
|
Phoenix, AZ
|
39,000
|
2019
|
||||
1
|
Washington, D.C.
|
2,000
|
2019
|
Year Ended December 31,
|
|||||||||||||||||||
2018 (1)
|
2017 (2)
|
2016 (2)
|
2015
|
2014
|
|||||||||||||||
Consolidated Statement of Income (Loss) Data:
|
(In thousands, except per share data)
|
||||||||||||||||||
Revenue
|
$
|
443,373
|
|
$
|
475,113
|
|
$
|
523,518
|
|
$
|
561,729
|
|
$
|
638,705
|
|
||||
Operating income (loss)
|
$
|
(3,993
|
)
|
$
|
6,426
|
|
$
|
(43,232
|
)
|
$
|
(42,295
|
)
|
$
|
14,311
|
|
||||
Net income (loss)
|
$
|
4,636
|
|
$
|
9,111
|
|
$
|
(33,051
|
)
|
$
|
(70,454
|
)
|
$
|
9,688
|
|
||||
Income (loss) per share:
|
|||||||||||||||||||
Basic
|
$
|
0.17
|
|
$
|
0.28
|
|
$
|
(0.71
|
)
|
$
|
(1.54
|
)
|
$
|
0.21
|
|
||||
Diluted
|
$
|
0.17
|
|
$
|
0.28
|
|
$
|
(0.71
|
)
|
$
|
(1.54
|
)
|
$
|
0.21
|
|
As of December 31,
|
|||||||||||||||||||
2018 (1)
|
2017 (2)
|
2016 (2)
|
2015 (2)
|
2014
|
|||||||||||||||
Consolidated Balance Sheet Data:
|
(In thousands)
|
||||||||||||||||||
Cash, cash equivalents, restricted cash and investments
|
$
|
192,652
|
|
$
|
207,591
|
|
$
|
381,769
|
|
$
|
373,987
|
|
$
|
356,545
|
|
||||
Total assets
|
$
|
269,492
|
|
$
|
284,636
|
|
$
|
461,044
|
|
$
|
506,938
|
|
$
|
558,095
|
|
||||
Total stockholders' equity
|
$
|
127,614
|
|
$
|
122,996
|
|
$
|
276,670
|
|
$
|
302,625
|
|
$
|
365,881
|
|
Year Ended December 31,
|
|||||||||||||||||||
2018
|
2017
|
2016
|
2015
|
2014
|
|||||||||||||||
Consolidated Other Data:
|
(In thousands, except enrollment data)
|
||||||||||||||||||
Cash flows (used in) provided by:
|
|||||||||||||||||||
Operating activities
|
$
|
(7,591
|
)
|
$
|
(4,075
|
)
|
$
|
11,083
|
|
$
|
18,801
|
|
$
|
14,177
|
|
||||
Investing activities
|
$
|
(3,546
|
)
|
$
|
43,684
|
|
$
|
14,741
|
|
$
|
51,287
|
|
$
|
(32,996
|
)
|
||||
Financing activities
|
$
|
(3,805
|
)
|
$
|
(166,418
|
)
|
$
|
(319
|
)
|
$
|
3,805
|
|
$
|
2,284
|
|
||||
Period-end enrollment (3):
|
38,153
|
|
40,730
|
|
45,087
|
|
49,159
|
|
55,823
|
|
(1)
|
On January 1, 2018, the Company adopted Accounting Standards Update 2014-09, Revenue from Contracts with Customers and all related amendments using the modified retrospective method. See Note 2, “Summary of Significant Accounting Policies - Recent Accounting Pronouncements.”
|
(2)
|
Amounts reflect the effects of the restatement for those matters discussed in Note 2 to the consolidated financial statements.
|
(3)
|
We define period-end enrollment as the number of active students on the last day of the financial reporting period. A student is considered active if the student has attended a class within the prior 15 days or is on an institutionally-approved break not to exceed 45 days, unless the student has graduated or provided notice of withdrawal, or for new students who have completed their third week of attendance, and posted attendance in the fourth week.
|
Year Ended December 31,
|
|||||||||||
2018
|
2017
|
2016
|
|||||||||
Consolidated Statement of Income (Loss) Data: (1)
|
|||||||||||
Revenue
|
$
|
443,373
|
|
$
|
475,113
|
|
$
|
523,518
|
|
||
Operating income (loss)
|
$
|
(3,993
|
)
|
$
|
6,426
|
|
$
|
(43,232
|
)
|
||
Consolidated Other Data:
|
|||||||||||
Period-end enrollment (2)
|
38,153
|
|
40,730
|
|
45,087
|
|
(1)
|
The Company has restated, for immaterial adjustments, its consolidated statements of income (loss) for the years ending December 31, 2017 and 2016.
|
(2)
|
We define period-end enrollment as the number of active students on the last day of the financial reporting period. A student is considered active if the student has attended a class within the prior 15 days or is on an institutionally-approved break not to exceed 45 days, unless the student has graduated or provided notice of withdrawal, or for new students who have completed their third week of attendance, and posted attendance in the fourth week.
|
Year Ended December 31,
|
||||||||
2018
|
2017
|
2016
|
||||||
Revenue
|
100.0
|
%
|
100.0
|
%
|
100.0
|
%
|
||
Costs and expenses:
|
||||||||
Instructional costs and services
|
49.1
|
%
|
49.5
|
%
|
50.3
|
%
|
||
Admissions advisory and marketing
|
38.1
|
%
|
36.9
|
%
|
38.6
|
%
|
||
General and administrative
|
11.9
|
%
|
10.0
|
%
|
9.3
|
%
|
||
Legal settlement expense
|
0.0
|
%
|
0.4
|
%
|
6.3
|
%
|
||
Restructuring and impairment charges
|
1.8
|
%
|
1.8
|
%
|
3.7
|
%
|
||
Total costs and expenses
|
100.9
|
%
|
98.6
|
%
|
108.2
|
%
|
||
Operating income (loss)
|
(0.9
|
)%
|
1.4
|
%
|
(8.2
|
)%
|
||
Other income, net
|
0.2
|
%
|
0.3
|
%
|
0.4
|
%
|
||
Income (loss) before income taxes
|
(0.7
|
)%
|
1.7
|
%
|
(7.8
|
)%
|
||
Income tax expense (benefit)
|
(1.7
|
)%
|
(0.2
|
)%
|
(1.5
|
)%
|
||
Net income (loss)
|
1.0
|
%
|
1.9
|
%
|
(6.3
|
)%
|
Payments Due by Period
|
|||||||||||||||||||||||||||
Total
|
2019
|
2020
|
2021
|
2022
|
2023
|
Thereafter
|
|||||||||||||||||||||
(In thousands)
|
|||||||||||||||||||||||||||
Operating lease obligations
|
$
|
61,040
|
|
$
|
20,382
|
|
$
|
9,936
|
|
$
|
6,460
|
|
$
|
3,826
|
|
$
|
2,726
|
|
$
|
17,710
|
|
||||||
Other contractual obligations
|
43,146
|
|
18,531
|
|
10,410
|
|
4,050
|
|
2,620
|
|
2,535
|
|
5,000
|
|
|||||||||||||
Uncertain tax positions
|
865
|
|
—
|
|
865
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||||||||||
Total
|
$
|
105,051
|
|
$
|
38,913
|
|
$
|
21,211
|
|
$
|
10,510
|
|
$
|
6,446
|
|
$
|
5,261
|
|
$
|
22,710
|
|
As of December 31,
|
|||||||
2018
|
2017
|
||||||
ASSETS
|
|
||||||
Current assets:
|
|
|
|||||
Cash and cash equivalents
|
$
|
166,307
|
|
$
|
185,098
|
|
|
Restricted cash
|
18,619
|
|
20,428
|
|
|||
Investments
|
2,068
|
|
2,065
|
|
|||
Accounts receivable, net
|
27,015
|
|
24,174
|
|
|||
Prepaid expenses and other current assets
|
18,255
|
|
22,388
|
|
|||
Total current assets
|
232,264
|
|
254,153
|
|
|||
Property and equipment, net
|
16,860
|
|
10,434
|
|
|||
Goodwill and intangibles, net
|
12,441
|
|
14,593
|
|
|||
Other long-term assets
|
7,927
|
|
5,456
|
|
|||
Total assets
|
$
|
269,492
|
|
$
|
284,636
|
|
|
LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
|
|||||
Current liabilities:
|
|
|
|||||
Accounts payable and accrued liabilities
|
62,792
|
|
71,165
|
|
|||
Deferred revenue and student deposits
|
63,834
|
|
70,766
|
|
|||
Total current liabilities
|
126,626
|
|
141,931
|
|
|||
Rent liability
|
3,183
|
|
7,001
|
|
|||
Lease financing obligation
|
8,634
|
|
—
|
|
|||
Other long-term liabilities
|
3,435
|
|
12,708
|
|
|||
Total liabilities
|
141,878
|
|
161,640
|
|
|||
Commitments and contingencies (see Note 21)
|
|
|
|||||
Stockholders' equity:
|
|
||||||
Preferred stock, $0.01 par value:
|
|
||||||
20,000 shares authorized; zero shares issued and outstanding at December 31, 2018 and 2017
|
—
|
|
—
|
|
|||
Common stock, $0.01 par value:
|
|||||||
300,000 shares authorized; 65,289 and 64,887 issued, and 27,168 and 27,158 outstanding, at December 31, 2018 and 2017, respectively
|
653
|
|
649
|
|
|||
Additional paid-in capital
|
205,157
|
|
201,755
|
|
|||
Retained earnings
|
429,992
|
|
426,356
|
|
|||
Treasury stock, 38,121 and 37,729 shares at cost at December 31, 2018 and 2017, respectively
|
(508,188
|
)
|
(505,764
|
)
|
|||
Total stockholders' equity
|
127,614
|
|
122,996
|
|
|||
Total liabilities and stockholders' equity
|
$
|
269,492
|
|
$
|
284,636
|
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
2017
|
2016
|
||||||||
Revenue
|
$
|
443,373
|
|
$
|
475,113
|
|
$
|
523,518
|
|
||
Costs and expenses:
|
|
|
|
||||||||
Instructional costs and services
|
217,700
|
|
235,390
|
|
263,337
|
|
|||||
Admissions advisory and marketing
|
168,751
|
|
175,389
|
|
202,206
|
|
|||||
General and administrative
|
52,980
|
|
47,381
|
|
48,843
|
|
|||||
Legal settlement expense
|
141
|
|
1,845
|
|
33,088
|
|
|||||
Restructuring and impairment charges
|
7,794
|
|
8,682
|
|
19,276
|
|
|||||
Total costs and expenses
|
447,366
|
|
468,687
|
|
566,750
|
|
|||||
Operating income (loss)
|
(3,993
|
)
|
6,426
|
|
(43,232
|
)
|
|||||
Other income, net
|
1,047
|
|
1,511
|
|
2,306
|
|
|||||
Income (loss) before income taxes
|
(2,946
|
)
|
7,937
|
|
(40,926
|
)
|
|||||
Income tax benefit
|
(7,582
|
)
|
(1,174
|
)
|
(7,875
|
)
|
|||||
Net income (loss)
|
$
|
4,636
|
|
$
|
9,111
|
|
$
|
(33,051
|
)
|
||
Income (loss) per share:
|
|||||||||||
Basic
|
$
|
0.17
|
|
$
|
0.28
|
|
$
|
(0.71
|
)
|
||
Diluted
|
$
|
0.17
|
|
$
|
0.28
|
|
$
|
(0.71
|
)
|
||
Weighted average number of common shares outstanding used in computing income (loss) per share:
|
|||||||||||
Basic
|
27,135
|
|
32,058
|
|
46,228
|
|
|||||
Diluted
|
27,563
|
|
32,794
|
|
46,228
|
|
Year Ended December 31,
|
|||||||||||
2018
|
2017
|
2016
|
|||||||||
Net income (loss)
|
$
|
4,636
|
|
$
|
9,111
|
|
$
|
(33,051
|
)
|
||
Other comprehensive gain, net of tax:
|
|||||||||||
Unrealized gains on investments
|
—
|
|
1
|
|
98
|
|
|||||
Comprehensive income (loss)
|
$
|
4,636
|
|
$
|
9,112
|
|
$
|
(32,953
|
)
|
|
Common Stock
|
Additional
Paid-in
Capital
|
Retained
Earnings
|
Accumulated Other
Comprehensive
Gain/(Loss)
|
Treasury
Stock
|
|
||||||||||||||||||||
|
Shares
|
Par Value
|
Total
|
|||||||||||||||||||||||
Balance at January 1, 2016 (as restated, see Note 2)
|
63,407
|
|
$
|
634
|
|
$
|
188,863
|
|
$
|
450,296
|
|
$
|
(99
|
)
|
$
|
(337,069
|
)
|
$
|
302,625
|
|
||||||
Stock-based compensation
|
—
|
|
—
|
|
7,317
|
|
—
|
|
—
|
|
—
|
|
7,317
|
|
||||||||||||
Exercise of stock options
|
306
|
|
3
|
|
1,328
|
|
—
|
|
—
|
|
—
|
|
1,331
|
|
||||||||||||
Stock issued under employee stock purchase plan
|
35
|
|
1
|
|
245
|
|
—
|
|
—
|
|
—
|
|
246
|
|
||||||||||||
Stock issued under restricted stock plan, net of shares held for taxes
|
287
|
|
3
|
|
(1,899
|
)
|
—
|
|
—
|
|
—
|
|
(1,896
|
)
|
||||||||||||
Net loss
|
—
|
|
—
|
|
—
|
|
(33,051
|
)
|
—
|
|
—
|
|
(33,051
|
)
|
||||||||||||
Unrealized gains on investments, net of tax
|
—
|
|
—
|
|
—
|
|
—
|
|
98
|
|
—
|
|
98
|
|
||||||||||||
Balance at December 31, 2016
|
64,035
|
|
641
|
|
195,854
|
|
417,245
|
|
(1
|
)
|
(337,069
|
)
|
276,670
|
|
||||||||||||
Stock-based compensation
|
—
|
|
—
|
|
3,632
|
|
—
|
|
—
|
|
—
|
|
3,632
|
|
||||||||||||
Exercise of stock options
|
537
|
|
5
|
|
3,843
|
|
—
|
|
—
|
|
—
|
|
3,848
|
|
||||||||||||
Stock issued under employee stock purchase plan
|
34
|
|
1
|
|
288
|
|
—
|
|
—
|
|
—
|
|
289
|
|
||||||||||||
Stock issued under restricted stock plan, net of shares held for taxes
|
281
|
|
2
|
|
(1,862
|
)
|
—
|
|
—
|
|
—
|
|
(1,860
|
)
|
||||||||||||
Repurchase of common stock
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(168,695
|
)
|
(168,695
|
)
|
||||||||||||
Net income
|
—
|
|
—
|
|
—
|
|
9,111
|
|
—
|
|
—
|
|
9,111
|
|
||||||||||||
Unrealized gains on investments, net of tax
|
—
|
|
—
|
|
—
|
|
—
|
|
1
|
|
—
|
|
1
|
|
||||||||||||
Balance at December 31, 2017
|
64,887
|
|
649
|
|
201,755
|
|
426,356
|
|
—
|
|
(505,764
|
)
|
122,996
|
|
||||||||||||
Adoption of accounting standards (Note 2)
|
—
|
|
—
|
|
—
|
|
(1,000
|
)
|
—
|
|
—
|
|
(1,000
|
)
|
||||||||||||
Stock-based compensation
|
—
|
|
—
|
|
4,787
|
|
—
|
|
—
|
|
—
|
|
4,787
|
|
||||||||||||
Exercise of stock options
|
122
|
|
2
|
|
453
|
|
—
|
|
—
|
|
—
|
|
455
|
|
||||||||||||
Net share settlement of stock options
|
—
|
|
—
|
|
(1,097
|
)
|
—
|
|
—
|
|
—
|
|
(1,097
|
)
|
||||||||||||
Stock issued under employee stock purchase plan
|
34
|
|
—
|
|
210
|
|
—
|
|
—
|
|
—
|
|
210
|
|
||||||||||||
Stock issued under restricted stock plan, net of shares held for taxes
|
246
|
|
2
|
|
(951
|
)
|
—
|
|
—
|
|
—
|
|
(949
|
)
|
||||||||||||
Repurchase of common stock
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(2,424
|
)
|
(2,424
|
)
|
||||||||||||
Net income
|
—
|
|
—
|
|
—
|
|
4,636
|
|
—
|
|
—
|
|
4,636
|
|
||||||||||||
Balance at December 31, 2018
|
65,289
|
|
$
|
653
|
|
$
|
205,157
|
|
$
|
429,992
|
|
$
|
—
|
|
$
|
(508,188
|
)
|
$
|
127,614
|
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
2017
|
2016
|
||||||||
Cash flows from operating activities
|
|||||||||||
Net income (loss)
|
$
|
4,636
|
|
$
|
9,111
|
|
$
|
(33,051
|
)
|
||
Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities:
|
|
|
|
||||||||
Provision for bad debts
|
22,834
|
|
30,294
|
|
32,022
|
|
|||||
Depreciation and amortization
|
6,786
|
|
8,863
|
|
13,082
|
|
|||||
Amortization of premium/discount
|
—
|
|
20
|
|
68
|
|
|||||
Deferred income taxes
|
(19
|
)
|
(600
|
)
|
28
|
|
|||||
Stock-based compensation
|
4,787
|
|
3,632
|
|
7,317
|
|
|||||
Loss on impairment of student loans receivable
|
—
|
|
—
|
|
7,542
|
|
|||||
Net loss (gain) on marketable securities
|
89
|
|
(274
|
)
|
(164
|
)
|
|||||
Loss on termination of leased space
|
2,943
|
|
5,829
|
|
13,244
|
|
|||||
Loss on disposal or impairment of fixed assets
|
1,406
|
|
864
|
|
3,024
|
|
|||||
Loss on impairment of goodwill and intangibles
|
495
|
|
—
|
|
—
|
|
|||||
Changes in operating assets and liabilities:
|
|
|
|
||||||||
Accounts receivable
|
(27,007
|
)
|
(30,343
|
)
|
(31,724
|
)
|
|||||
Prepaid expenses and other current assets
|
4,133
|
|
280
|
|
13,225
|
|
|||||
Student loans receivable
|
—
|
|
—
|
|
876
|
|
|||||
Other long-term assets
|
2,843
|
|
(3,066
|
)
|
3,274
|
|
|||||
Accounts payable and accrued liabilities
|
(12,190
|
)
|
(12,908
|
)
|
4,778
|
|
|||||
Deferred revenue and student deposits
|
(6,598
|
)
|
(5,605
|
)
|
(13,572
|
)
|
|||||
Other liabilities
|
(12,729
|
)
|
(10,172
|
)
|
(8,886
|
)
|
|||||
Net cash (used in) provided by operating activities
|
(7,591
|
)
|
(4,075
|
)
|
11,083
|
|
|||||
Cash flows from investing activities
|
|
|
|||||||||
Capital expenditures
|
(2,581
|
)
|
(3,387
|
)
|
(1,925
|
)
|
|||||
Purchases of investments
|
(1,067
|
)
|
(315
|
)
|
(20,260
|
)
|
|||||
Capitalized costs for intangible assets
|
(873
|
)
|
(553
|
)
|
(830
|
)
|
|||||
Sales of investments
|
975
|
|
214
|
|
—
|
|
|||||
Maturities of investments
|
—
|
|
47,725
|
|
37,756
|
|
|||||
Net cash (used in) provided by investing activities
|
(3,546
|
)
|
43,684
|
|
14,741
|
|
|||||
Cash flows from financing activities
|
|
|
|||||||||
Proceeds from exercise of stock options
|
455
|
|
3,848
|
|
1,331
|
|
|||||
Tax withholdings related to net exercise of stock options
|
(1,097
|
)
|
—
|
|
—
|
|
|||||
Proceeds from the issuance of stock under employee stock purchase plan
|
210
|
|
289
|
|
246
|
|
|||||
Tax withholding on issuance of stock awards
|
(949
|
)
|
(1,860
|
)
|
(1,896
|
)
|
|||||
Repurchase of common stock
|
(2,424
|
)
|
(168,695
|
)
|
—
|
|
|||||
Net cash used in financing activities
|
(3,805
|
)
|
(166,418
|
)
|
(319
|
)
|
|||||
Net (decrease) increase in cash, cash equivalents and restricted cash
|
(14,942
|
)
|
(126,809
|
)
|
25,505
|
|
|||||
Cash, cash equivalents and restricted cash at beginning of period
|
205,526
|
|
332,335
|
|
306,830
|
|
|||||
Cash, cash equivalents and restricted cash at end of period
|
$
|
190,584
|
|
$
|
205,526
|
|
$
|
332,335
|
|
||
Supplemental disclosure of cash flow information:
|
|||||||||||
Cash paid for interest
|
$
|
73
|
|
$
|
65
|
|
$
|
62
|
|
||
Cash (received) paid for income taxes, net
|
$
|
(3,380
|
)
|
$
|
387
|
|
$
|
(20,788
|
)
|
||
Supplemental disclosure of non-cash transactions:
|
|
|
|
|
|||||||
Purchase of equipment included in accounts payable and accrued liabilities
|
$
|
25
|
|
$
|
379
|
|
$
|
—
|
|
||
Issuance of common stock for vested restricted stock units
|
$
|
2,760
|
|
$
|
4,779
|
|
$
|
4,847
|
|
||
Property and equipment under build-to-suit leases
|
$
|
9,861
|
|
$
|
—
|
|
$
|
—
|
|
As Reported
|
As Restated
|
||||||
Consolidated balance sheet data:
|
December 31, 2017
|
||||||
Accounts receivable, net
|
$
|
27,077
|
|
$
|
24,174
|
|
|
Total current assets
|
$
|
257,056
|
|
$
|
254,153
|
|
|
Total assets
|
$
|
287,539
|
|
$
|
284,636
|
|
|
Deferred revenue and student deposits
|
$
|
68,207
|
|
$
|
70,766
|
|
|
Total current liabilities
|
$
|
139,372
|
|
$
|
141,931
|
|
|
Total liabilities
|
$
|
159,081
|
|
$
|
161,640
|
|
|
Retained earnings
|
$
|
431,818
|
|
$
|
426,356
|
|
|
Total stockholders’ equity
|
$
|
128,458
|
|
$
|
122,996
|
|
|
Total liabilities and stockholders’ equity
|
$
|
287,539
|
|
$
|
284,636
|
|
As Reported
|
As Restated
|
As Reported
|
As Restated
|
||||||||||||
Year Ended
|
|||||||||||||||
Consolidated statements of income (loss) and comprehensive income (loss) data:
|
December 31, 2017
|
December 31, 2016
|
|||||||||||||
Revenue
|
$
|
478,397
|
|
$
|
475,113
|
|
$
|
527,090
|
|
$
|
523,518
|
|
|||
Instructional costs and services
|
$
|
237,248
|
|
$
|
235,390
|
|
$
|
263,898
|
|
$
|
263,337
|
|
|||
Total costs and expenses
|
$
|
470,545
|
|
$
|
468,687
|
|
$
|
567,311
|
|
$
|
566,750
|
|
|||
Operating income (loss)
|
$
|
7,852
|
|
$
|
6,426
|
|
$
|
(40,221
|
)
|
$
|
(43,232
|
)
|
|||
Income (loss) before income taxes
|
$
|
9,363
|
|
$
|
7,937
|
|
$
|
(37,915
|
)
|
$
|
(40,926
|
)
|
|||
Net income (loss)
|
$
|
10,537
|
|
$
|
9,111
|
|
$
|
(30,040
|
)
|
$
|
(33,051
|
)
|
|||
Basic income (loss) per share
|
$
|
0.33
|
|
$
|
0.28
|
|
$
|
(0.65
|
)
|
$
|
(0.71
|
)
|
|||
Diluted income (loss) per share
|
$
|
0.32
|
|
$
|
0.28
|
|
$
|
(0.65
|
)
|
$
|
(0.71
|
)
|
|||
Comprehensive income (loss)
|
$
|
10,538
|
|
$
|
9,112
|
|
$
|
(30,138
|
)
|
$
|
(32,953
|
)
|
As Reported
|
As Restated
|
As Reported
|
As Restated
|
||||||||||||
Year Ended
|
|||||||||||||||
Consolidated statement of cash flow data:
|
December 31, 2017
|
December 31, 2016
|
|||||||||||||
Net income (loss)
|
$
|
10,537
|
|
$
|
9,111
|
|
$
|
(30,040
|
)
|
$
|
(33,051
|
)
|
|||
Provision for bad debts
|
$
|
32,151
|
|
$
|
30,294
|
|
$
|
32,583
|
|
$
|
32,022
|
|
|||
Accounts receivable
|
$
|
(32,771
|
)
|
$
|
(30,343
|
)
|
$
|
(34,790
|
)
|
$
|
(31,724
|
)
|
|||
Deferred revenue and student deposits
|
$
|
(6,460
|
)
|
$
|
(5,605
|
)
|
$
|
(14,078
|
)
|
$
|
(13,572
|
)
|
|||
Cash flows provided by (used in) operating activities
|
$
|
(4,075
|
)
|
$
|
(4,075
|
)
|
$
|
11,083
|
|
$
|
11,083
|
|
As Reported
|
As Restated
|
As Reported
|
As Restated
|
As Reported
|
As Restated
|
||||||||||||||||||
Consolidated statement of stockholders equity data:
|
December 31, 2017
|
December 31, 2016
|
January 1, 2016
|
||||||||||||||||||||
Retained earnings
|
$
|
431,818
|
|
$
|
426,356
|
|
$
|
421,281
|
|
$
|
417,245
|
|
$
|
451,321
|
|
$
|
450,296
|
|
|||||
Total stockholders’ equity
|
$
|
128,458
|
|
$
|
122,996
|
|
$
|
280,706
|
|
$
|
276,670
|
|
$
|
303,650
|
|
$
|
302,625
|
|
As of December 31,
|
|||||||||||
2018
|
2017
|
2016
|
|||||||||
Cash and cash equivalents
|
$
|
166,307
|
|
$
|
185,098
|
|
$
|
307,802
|
|
||
Restricted cash, current
|
18,619
|
|
20,428
|
|
24,533
|
|
|||||
Restricted cash, long-term
|
5,658
|
|
—
|
|
—
|
|
|||||
Total cash, cash equivalents and restricted cash
|
$
|
190,584
|
|
$
|
205,526
|
|
|
$
|
332,335
|
|
Furniture and office equipment
|
3 - 7 years
|
Software
|
3 - 5 years
|
Vehicles
|
5 years
|
Unrealized gains (losses) on investments
|
|||||||||||
Year ended:
|
Before-Tax Amount
|
Tax Effect
|
Net-of-Tax Amount
|
||||||||
December 31, 2018
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
||
December 31, 2017
|
$
|
1
|
|
$
|
—
|
|
$
|
1
|
|
||
December 31, 2016
|
$
|
157
|
|
$
|
(59
|
)
|
$
|
98
|
|
•
|
Prior to the adoption of ASC 606, we recognized revenue to the extent of cash receipts when collectibility was not reasonably assured. Under ASC 606, collectibility issues may indicate an implied price concession, which is accounted for as variable consideration. Consequently, revenues for these types of contracts are accelerated, net of any amounts which we do not expect to collect.
|
•
|
Under ASC 606, once a student is deemed to have a history of collection issues, future revenues earned are subject to a price concession as the student has demonstrated that they may not pay the full tuition price based on past behavior. This results in a reduction in the transaction price such that revenue is recorded based on the amount to which the Company expects to be entitled if, in the future, a student is deemed to have resolved their collection issues, a price concession will no longer be recorded.
|
Closing balance at December 31, 2017
|
Adjustments due to ASC 606
|
Opening balance at January 1, 2018
|
|||||||||
Accounts receivable, net
|
$
|
24,174
|
|
$
|
(1,333
|
)
|
$
|
22,841
|
|
||
Deferred revenue and student deposits
|
$
|
70,766
|
|
$
|
(333
|
)
|
$
|
70,433
|
|
||
Retained earnings
|
$
|
426,356
|
|
$
|
(1,000
|
)
|
$
|
425,356
|
|
As Reported under ASC 606
|
Adjustments due to ASC 606
|
Amounts under ASC 605
|
|||||||||
Revenue
|
$
|
443,373
|
|
$
|
6,638
|
|
$
|
450,011
|
|
||
Instructional costs and services (1)
|
$
|
217,700
|
|
$
|
6,469
|
|
$
|
224,169
|
|
||
Net income
|
$
|
4,636
|
|
$
|
169
|
|
$
|
4,805
|
|
As of December 31, 2018
|
|||||||||||
As Reported under ASC 606
|
Adjustments due to ASC 606
|
Amounts under ASC 605
|
|||||||||
Accounts receivable, net
|
$
|
27,015
|
|
$
|
1,748
|
|
$
|
28,763
|
|
||
Deferred revenue and student deposits
|
$
|
63,834
|
|
$
|
579
|
|
$
|
64,413
|
|
||
Retained earnings
|
$
|
429,992
|
|
$
|
(1,169
|
)
|
$
|
428,823
|
|
Twelve Months Ended December 31, 2018
|
|||
Tuition revenue, net
|
$
|
402,711
|
|
Digital materials revenue, net
|
24,730
|
|
|
Technology fee revenue, net
|
14,047
|
|
|
Other revenue, net (1)
|
1,885
|
|
|
Total revenue, net
|
$
|
443,373
|
|
|
Twelve Months Ended December 31, 2018
|
||
Over time, over period of instruction
|
$
|
382,554
|
|
Over time, full tuition grant (1)
|
36,230
|
|
|
Point in time (2)
|
24,589
|
|
|
Total revenue, net
|
$
|
443,373
|
|
(1)
|
Represents revenue generated from the corporate full tuition grant (“FTG”) program.
|
(2)
|
Represents revenue generated from digital textbooks and other miscellaneous fees.
|
Deferred Revenue
|
|||
Opening balance, January 1, 2018
|
$
|
22,001
|
|
Closing balance, December 31, 2018
|
21,768
|
|
|
Increase (Decrease)
|
$
|
(233
|
)
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
2017
|
2016
|
||||||||
Asset impairment
|
$
|
1,718
|
|
$
|
798
|
|
$
|
2,215
|
|
||
Student transfer costs
|
1,186
|
|
(120
|
)
|
(142
|
)
|
|||||
Severance costs
|
1,947
|
|
2,175
|
|
2,668
|
|
|||||
Lease exit and other costs
|
2,943
|
|
5,829
|
|
14,535
|
|
|||||
Total restructuring and impairment charges
|
$
|
7,794
|
|
$
|
8,682
|
|
$
|
19,276
|
|
Asset Impairment
|
Student Transfer Costs
|
Severance Costs
|
Lease Exit and Other Costs
|
Total
|
|||||||||||||||
Balance at December 31, 2015
|
$
|
—
|
|
$
|
3,224
|
|
$
|
1,744
|
|
$
|
13,921
|
|
$
|
18,889
|
|
||||
Restructuring and impairment charges
|
2,215
|
|
(142
|
)
|
2,668
|
|
14,535
|
|
19,276
|
|
|||||||||
Payments
|
—
|
|
(1,490
|
)
|
(3,845
|
)
|
(9,999
|
)
|
(15,334
|
)
|
|||||||||
Non-cash transaction
|
(2,215
|
)
|
—
|
|
—
|
|
—
|
|
(2,215
|
)
|
|||||||||
Balance at December 31, 2016
|
—
|
|
1,592
|
|
567
|
|
18,457
|
|
20,616
|
|
|||||||||
Restructuring and impairment charges
|
798
|
|
(120
|
)
|
2,175
|
|
5,829
|
|
8,682
|
|
|||||||||
Payments
|
—
|
|
(878
|
)
|
(2,547
|
)
|
(13,643
|
)
|
(17,068
|
)
|
|||||||||
Non-cash transaction
|
(798
|
)
|
—
|
|
—
|
|
—
|
|
(798
|
)
|
|||||||||
Balance at December 31, 2017
|
—
|
|
594
|
|
195
|
|
10,643
|
|
11,432
|
|
|||||||||
Restructuring and impairment charges
|
1,718
|
|
1,186
|
|
1,947
|
|
2,943
|
|
7,794
|
|
|||||||||
Payments
|
—
|
|
(277
|
)
|
(1,875
|
)
|
(10,722
|
)
|
(12,874
|
)
|
|||||||||
Non-cash transaction
|
(1,718
|
)
|
—
|
|
—
|
|
—
|
|
(1,718
|
)
|
|||||||||
Balance at December 31, 2018
|
$
|
—
|
|
$
|
1,503
|
|
$
|
267
|
|
$
|
2,864
|
|
$
|
4,634
|
|
December 31, 2018
|
|||||||||||||||
Level 1
|
Level 2
|
Level 3
|
Total
|
||||||||||||
Mutual funds
|
$
|
2,068
|
|
$
|
—
|
|
$
|
—
|
|
$
|
2,068
|
|
December 31, 2017
|
|||||||||||||||
Level 1
|
Level 2
|
Level 3
|
Total
|
||||||||||||
Mutual funds
|
$
|
2,065
|
|
$
|
—
|
|
$
|
—
|
|
$
|
2,065
|
|
As of December 31,
|
|||||||
2018
|
2017
|
||||||
Accounts receivable
|
$
|
39,195
|
|
$
|
39,363
|
|
|
Less allowance for doubtful accounts
|
12,180
|
|
15,189
|
|
|||
Accounts receivable, net
|
$
|
27,015
|
|
$
|
24,174
|
|
Allowance for doubtful accounts receivable:
|
Beginning
Balance
|
Charged to
Expense
|
Deductions (1)
|
Ending
Balance
|
|||||||||||
For the year ended December 31, 2018
|
$
|
15,189
|
|
$
|
22,834
|
|
$
|
(25,843
|
)
|
$
|
12,180
|
|
|||
For the year ended December 31, 2017
|
$
|
15,621
|
|
$
|
30,294
|
|
$
|
(30,726
|
)
|
$
|
15,189
|
|
|||
For the year ended December 31, 2016
|
$
|
10,114
|
|
$
|
31,862
|
|
$
|
(26,355
|
)
|
$
|
15,621
|
|
(1)
|
Deductions represent accounts written off, net of recoveries.
|
As of December 31,
|
|||||||
2018
|
2017
|
||||||
Prepaid expenses
|
$
|
5,445
|
|
$
|
6,195
|
|
|
Prepaid licenses
|
5,840
|
|
4,882
|
|
|||
Income tax receivable
|
5,044
|
|
8,889
|
|
|||
Prepaid insurance
|
1,077
|
|
1,215
|
|
|||
Insurance recoverable
|
723
|
|
1,192
|
|
|||
Other current assets
|
126
|
|
15
|
|
|||
Total prepaid expenses and other current assets
|
$
|
18,255
|
|
$
|
22,388
|
|
As of December 31,
|
|||||||
2018
|
2017
|
||||||
Buildings, build-to-suit
|
$
|
10,434
|
|
$
|
—
|
|
|
Furniture and office equipment
|
31,227
|
|
43,330
|
|
|||
Software
|
7,517
|
|
12,313
|
|
|||
Leasehold improvements
|
3,430
|
|
5,445
|
|
|||
Vehicles
|
22
|
|
22
|
|
|||
Total property and equipment
|
52,630
|
|
61,110
|
|
|||
Less accumulated depreciation and amortization
|
(35,770
|
)
|
(50,676
|
)
|
|||
Total property and equipment, net
|
$
|
16,860
|
|
$
|
10,434
|
|
December 31, 2018
|
|||||||||||
Definite-lived intangible assets:
|
Gross Carrying Amount
|
Accumulated Amortization
|
Net Carrying Amount
|
||||||||
Capitalized curriculum costs
|
$
|
21,076
|
|
$
|
(19,338
|
)
|
$
|
1,738
|
|
||
Purchased intangible assets
|
15,850
|
|
(7,219
|
)
|
8,631
|
|
|||||
Total definite-lived intangible assets
|
$
|
36,926
|
|
$
|
(26,557
|
)
|
$
|
10,369
|
|
||
Goodwill and indefinite-lived intangibles
|
2,072
|
|
|||||||||
Total goodwill and intangibles, net
|
$
|
12,441
|
|
||||||||
December 31, 2017
|
|||||||||||
Definite-lived intangible assets:
|
Gross Carrying Amount
|
Accumulated Amortization
|
Net Carrying Amount
|
||||||||
Capitalized curriculum costs
|
$
|
21,463
|
|
$
|
(19,300
|
)
|
$
|
2,163
|
|
||
Purchased intangible assets
|
15,850
|
|
(5,987
|
)
|
9,863
|
|
|||||
Total definite-lived intangible assets
|
$
|
37,313
|
|
$
|
(25,287
|
)
|
$
|
12,026
|
|
||
Goodwill and indefinite-lived intangibles
|
2,567
|
|
|||||||||
Total goodwill and intangibles, net
|
$
|
14,593
|
|
Year Ended December 31,
|
||||
2019
|
$
|
2,041
|
|
|
2020
|
1,791
|
|
||
2021
|
1,549
|
|
||
2022
|
1,280
|
|
||
2023
|
1,236
|
|
||
Thereafter
|
2,472
|
|
||
Total future amortization expense
|
$
|
10,369
|
|
As of December 31,
|
|||||||
2018
|
2017
|
||||||
Accounts payable
|
$
|
5,313
|
|
$
|
5,619
|
|
|
Accrued salaries and wages
|
7,807
|
|
8,573
|
|
|||
Accrued bonus
|
8,147
|
|
6,924
|
|
|||
Accrued vacation
|
7,929
|
|
8,237
|
|
|||
Accrued litigation and fees
|
8,041
|
|
9,886
|
|
|||
Accrued expenses
|
17,692
|
|
16,024
|
|
|||
Current leases payable
|
5,768
|
|
12,971
|
|
|||
Accrued insurance liability
|
2,095
|
|
2,931
|
|
|||
Total accrued liabilities
|
$
|
62,792
|
|
$
|
71,165
|
|
As of December 31,
|
|||||||
2018
|
2017
|
||||||
Deferred revenue
|
$
|
21,768
|
|
$
|
22,001
|
|
|
Student deposits
|
42,066
|
|
48,765
|
|
|||
Total deferred revenue and student deposits
|
$
|
63,834
|
|
$
|
70,766
|
|
As of December 31,
|
|||||||
2018
|
2017
|
||||||
Uncertain tax positions
|
$
|
865
|
|
$
|
8,893
|
|
|
Other long-term liabilities
|
2,570
|
|
3,815
|
|
|||
Total other long-term liabilities
|
$
|
3,435
|
|
$
|
12,708
|
|
Year Ended December 31,
|
||||
2019
|
$
|
20,382
|
|
|
2020
|
9,936
|
|
||
2021
|
6,460
|
|
||
2022
|
3,826
|
|
||
2023
|
2,726
|
|
||
Thereafter
|
17,710
|
|
||
Total minimum payments
|
$
|
61,040
|
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
2017
|
2016
|
||||||||
Numerator:
|
|||||||||||
Net income (loss)
|
$
|
4,636
|
|
$
|
9,111
|
|
$
|
(33,051
|
)
|
||
Denominator:
|
|||||||||||
Weighted average number of common shares outstanding
|
27,135
|
|
32,058
|
|
46,228
|
|
|||||
Effect of dilutive options and stock units
|
428
|
|
736
|
|
—
|
|
|||||
Diluted weighted average number of common shares outstanding
|
27,563
|
|
32,794
|
|
46,228
|
|
|||||
Income (loss) per share:
|
|||||||||||
Basic
|
$
|
0.17
|
|
$
|
0.28
|
|
$
|
(0.71
|
)
|
||
Diluted
|
$
|
0.17
|
|
$
|
0.28
|
|
$
|
(0.71
|
)
|
|
Year Ended December 31,
|
|||||||
2018
|
2017
|
2016
|
||||||
Stock options
|
2,524
|
|
1,850
|
|
4,359
|
|
||
Stock units
|
64
|
|
6
|
|
730
|
|
Options
Outstanding
|
Weighted-
Average
Exercise
Price
|
Weighted-
Average
Remaining
Contractual
Term
(in years)
|
Aggregate
Intrinsic Value
|
|||||||||
December 31, 2015
|
4,653
|
|
$
|
13.72
|
|
4.84
|
$
|
2,556
|
|
|||
Granted
|
375
|
|
$
|
10.44
|
|
|||||||
Exercised
|
(306
|
)
|
$
|
4.35
|
|
|||||||
Forfeitures and expired
|
(1,115
|
)
|
$
|
15.41
|
|
|||||||
December 31, 2016
|
3,607
|
|
$
|
13.64
|
|
4.80
|
$
|
2,025
|
|
|||
Granted
|
332
|
|
$
|
10.44
|
|
|||||||
Exercised
|
(537
|
)
|
$
|
7.17
|
|
|||||||
Forfeitures and expired
|
(502
|
)
|
$
|
15.51
|
|
|||||||
December 31, 2017
|
2,900
|
|
$
|
14.15
|
|
4.23
|
$
|
—
|
|
|||
Granted
|
35
|
|
$
|
6.89
|
|
|||||||
Exercised
|
(798
|
)
|
$
|
10.50
|
|
|||||||
Forfeitures and expired
|
(165
|
)
|
$
|
17.82
|
|
|||||||
December 31, 2018
|
1,972
|
|
$
|
15.19
|
|
4.49
|
$
|
4
|
|
|||
Vested and expected to vest at December 31, 2018
|
1,965
|
|
$
|
15.21
|
|
4.48
|
$
|
4
|
|
|||
Exercisable at December 31, 2018
|
1,740
|
|
$
|
15.90
|
|
4.02
|
$
|
—
|
|
2018
|
2017
|
2016
|
|||||||||
Weighted average exercise price per share
|
$
|
6.89
|
|
$
|
10.44
|
|
$
|
10.44
|
|
||
Risk-free interest rate
|
2.7
|
%
|
2.1
|
%
|
1.4
|
%
|
|||||
Expected dividend yield
|
—
|
|
—
|
|
—
|
|
|||||
Expected volatility
|
41.8
|
%
|
47.2
|
%
|
49.8
|
%
|
|||||
Expected life (in years)
|
5.75
|
|
5.75
|
|
5.75
|
|
|||||
Forfeiture rate
|
13.0
|
%
|
11.0
|
%
|
9.0
|
%
|
|||||
Weighted average grant date fair value per share
|
$
|
2.97
|
|
$
|
4.76
|
|
$
|
4.91
|
|
2018
|
|||
Grant price per share
|
$
|
9.57
|
|
Risk-free interest rate
|
2.9
|
%
|
|
Expected dividend yield
|
—
|
|
|
Historical volatility
|
52.5
|
%
|
|
Expected life (in years)
|
1.5
|
|
|
Forfeiture rate
|
13.0
|
%
|
|
Weighted average grant date fair value per share
|
$
|
11.34
|
|
Restricted Stock Units and Performance Stock Units
|
||||||||||||||||||||
Time-Based RSU
|
Performance-Based PSU
|
Market-Based PSU
|
||||||||||||||||||
Number of Shares
|
Weighted Average
Purchase Price
|
Number of Shares
|
Weighted Average
Purchase Price
|
Number of Shares
|
Weighted Average
Purchase Price
|
|||||||||||||||
Balance at December 31, 2015
|
1,390
|
|
$
|
10.78
|
|
359
|
|
$
|
9.86
|
|
966
|
|
$
|
5.11
|
|
|||||
Awarded
|
505
|
|
$
|
10.18
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||||
Vested
|
(472
|
)
|
$
|
10.84
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||||
Canceled
|
(289
|
)
|
$
|
10.69
|
|
(92
|
)
|
$
|
9.86
|
|
(231
|
)
|
$
|
5.19
|
|
|||||
Balance at December 31, 2016
|
1,134
|
|
$
|
10.52
|
|
267
|
|
$
|
9.86
|
|
735
|
|
$
|
5.09
|
|
|||||
Awarded
|
473
|
|
$
|
10.45
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||||
Vested
|
(461
|
)
|
$
|
10.58
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||||
Canceled
|
(302
|
)
|
$
|
10.51
|
|
(103
|
)
|
$
|
9.86
|
|
(300
|
)
|
$
|
5.04
|
|
|||||
Balance at December 31, 2017
|
844
|
|
$
|
10.45
|
|
164
|
|
$
|
9.86
|
|
435
|
|
$
|
5.13
|
|
|||||
Awarded
|
1,121
|
|
$
|
7.55
|
|
—
|
|
—
|
|
237
|
|
9.57
|
|
|||||||
Vested
|
(377
|
)
|
$
|
10.68
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||||
Canceled
|
(148
|
)
|
$
|
9.61
|
|
—
|
|
$
|
—
|
|
(2
|
)
|
$
|
9.57
|
|
|||||
Balance at December 31, 2018
|
1,440
|
|
$
|
8.22
|
|
164
|
|
$
|
9.86
|
|
670
|
|
$
|
6.69
|
|
Year Ended December 31,
|
|||||||||||
2018
|
2017
|
2016
|
|||||||||
Current:
|
|||||||||||
Federal
|
$
|
(1,836
|
)
|
$
|
(1,091
|
)
|
$
|
(8,433
|
)
|
||
State
|
(5,727
|
)
|
517
|
|
530
|
|
|||||
(7,563
|
)
|
(574
|
)
|
(7,903
|
)
|
||||||
Deferred:
|
|||||||||||
Federal
|
(12
|
)
|
(605
|
)
|
25
|
|
|||||
State
|
(7
|
)
|
5
|
|
3
|
|
|||||
(19
|
)
|
(600
|
)
|
28
|
|
||||||
Total
|
$
|
(7,582
|
)
|
$
|
(1,174
|
)
|
$
|
(7,875
|
)
|
As of December 31,
|
|||||||
2018
|
2017
|
||||||
Deferred tax assets:
|
|||||||
Net operating loss
|
$
|
5,925
|
|
$
|
2,183
|
|
|
Fixed assets
|
1,543
|
|
(291
|
)
|
|||
Bad debt
|
1,537
|
|
1,194
|
|
|||
Vacation accrual
|
1,954
|
|
1,880
|
|
|||
Stock-based compensation
|
5,313
|
|
6,435
|
|
|||
Deferred rent
|
2,168
|
|
4,818
|
|
|||
State tax
|
—
|
|
1,520
|
|
|||
Bonus accrual
|
1,456
|
|
1,372
|
|
|||
Accrued expenses
|
3,303
|
|
3,711
|
|
|||
Revenue reserves
|
—
|
|
2,007
|
|
|||
Other
|
987
|
|
766
|
|
|||
Total deferred tax assets
|
24,186
|
|
25,595
|
|
|||
Valuation allowance
|
(23,603
|
)
|
(25,251
|
)
|
|||
Net deferred tax assets
|
583
|
|
344
|
|
|||
Deferred tax liabilities:
|
|||||||
Indefinite-lived intangibles
|
(450
|
)
|
(517
|
)
|
|||
Other
|
(288
|
)
|
—
|
|
|||
Total deferred tax liabilities
|
(738
|
)
|
(517
|
)
|
|||
Total net deferred tax assets (liabilities)
|
$
|
(155
|
)
|
$
|
(173
|
)
|
Year Ended December 31,
|
|||||||||||||||||
2018
|
2017
|
2016
|
|||||||||||||||
Computed expected federal tax expense
|
$
|
(619
|
)
|
21.0
|
%
|
$
|
2,778
|
|
35.0
|
%
|
$
|
(14,324
|
)
|
35.0
|
%
|
||
State taxes, net of federal benefit
|
142
|
|
(4.8
|
)
|
277
|
|
3.5
|
|
(628
|
)
|
1.5
|
|
|||||
Permanent differences
|
640
|
|
(21.7
|
)
|
(363
|
)
|
(4.5
|
)
|
341
|
|
(0.8
|
)
|
|||||
Penalty
|
—
|
|
—
|
|
—
|
|
—
|
|
2,800
|
|
(6.8
|
)
|
|||||
Uncertain tax positions
|
(4,422
|
)
|
150.1
|
|
677
|
|
8.5
|
|
346
|
|
(0.9
|
)
|
|||||
Credits
|
—
|
|
—
|
|
(466
|
)
|
(5.9
|
)
|
(402
|
)
|
1.0
|
|
|||||
Stock compensation
|
879
|
|
(29.8
|
)
|
1,277
|
|
16.1
|
|
116
|
|
(0.3
|
)
|
|||||
Federal tax rate change
|
—
|
|
—
|
|
12,726
|
|
160.3
|
|
—
|
|
—
|
|
|||||
Domestic production activities
|
(2,245
|
)
|
76.2
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||
Valuation allowance
|
(1,939
|
)
|
65.8
|
|
(18,169
|
)
|
(228.9
|
)
|
3,839
|
|
(9.4
|
)
|
|||||
Other
|
(18
|
)
|
0.6
|
|
89
|
|
1.1
|
|
37
|
|
(0.1
|
)
|
|||||
Income tax benefit
|
$
|
(7,582
|
)
|
257.4
|
%
|
$
|
(1,174
|
)
|
(14.8
|
)%
|
$
|
(7,875
|
)
|
19.2
|
%
|
Year Ended December 31,
|
|||||||||||
2018
|
2017
|
2016
|
|||||||||
Unrecognized tax benefits at beginning of period
|
$
|
18,869
|
|
$
|
20,248
|
|
$
|
20,589
|
|
||
Gross increases - tax positions in prior period
|
487
|
|
427
|
|
176
|
|
|||||
Gross decreases - tax positions in prior period
|
(16,369
|
)
|
(1,354
|
)
|
(517
|
)
|
|||||
Gross increases - current period tax positions
|
—
|
|
—
|
|
—
|
|
|||||
Settlements
|
(1,936
|
)
|
—
|
|
—
|
|
|||||
Lapse of statute of limitations
|
(166
|
)
|
(452
|
)
|
—
|
|
|||||
Unrecognized tax benefits at end of period
|
$
|
885
|
|
$
|
18,869
|
|
$
|
20,248
|
|
As Reported
|
As Restated
|
As Reported
|
As Restated
|
As Reported
|
As Restated
|
||||||||||||||||||||||
Three Months Ended
|
|||||||||||||||||||||||||||
Consolidated statement of income (loss) data:
|
March 31, 2018
|
June 30, 2018
|
September 30, 2018
|
December 31, 2018
|
|||||||||||||||||||||||
Revenue
|
$
|
118,031
|
|
$
|
116,777
|
|
$
|
120,834
|
|
$
|
119,037
|
|
$
|
114,858
|
|
$
|
112,846
|
|
$
|
94,713
|
|
||||||
Instructional costs and services
|
$
|
56,862
|
|
$
|
56,614
|
|
$
|
53,986
|
|
$
|
54,397
|
|
$
|
54,470
|
|
$
|
55,109
|
|
$
|
51,580
|
|
||||||
Total costs and expenses
|
$
|
117,645
|
|
$
|
117,397
|
|
$
|
109,280
|
|
$
|
109,691
|
|
$
|
111,328
|
|
$
|
111,967
|
|
$
|
108,311
|
|
||||||
Operating income (loss)
|
$
|
386
|
|
$
|
(620
|
)
|
$
|
11,554
|
|
$
|
9,346
|
|
$
|
3,530
|
|
$
|
879
|
|
$
|
(13,598
|
)
|
||||||
Income (loss) before income taxes
|
$
|
636
|
|
$
|
(370
|
)
|
$
|
11,836
|
|
$
|
9,628
|
|
$
|
3,897
|
|
$
|
1,246
|
|
$
|
(13,450
|
)
|
||||||
Income tax benefit
|
$
|
(1,661
|
)
|
$
|
(1,680
|
)
|
$
|
(5,395
|
)
|
$
|
(5,452
|
)
|
$
|
(408
|
)
|
$
|
(415
|
)
|
$
|
(35
|
)
|
||||||
Net income (loss)
|
$
|
2,297
|
|
$
|
1,310
|
|
$
|
17,231
|
|
$
|
15,080
|
|
$
|
4,305
|
|
$
|
1,661
|
|
$
|
(13,415
|
)
|
||||||
Basic income (loss) per share
|
$
|
0.08
|
|
$
|
0.05
|
|
$
|
0.63
|
|
$
|
0.56
|
|
$
|
0.16
|
|
$
|
0.06
|
|
$
|
(0.49
|
)
|
||||||
Diluted income (loss) per share
|
$
|
0.08
|
|
$
|
0.05
|
|
$
|
0.63
|
|
$
|
0.55
|
|
$
|
0.16
|
|
$
|
0.06
|
|
$
|
(0.49
|
)
|
As Reported
|
As Restated
|
As Reported
|
As Restated
|
As Reported
|
As Restated
|
As Reported
|
As Restated
|
||||||||||||||||||||||||
Three Months Ended
|
|||||||||||||||||||||||||||||||
Consolidated statement of income (loss) data:
|
March 31, 2017
|
June 30, 2017
|
September 30, 2017
|
December 31, 2017
|
|||||||||||||||||||||||||||
Revenue
|
$
|
129,490
|
|
$
|
128,279
|
|
$
|
124,581
|
|
$
|
123,363
|
|
$
|
119,367
|
|
$
|
118,419
|
|
$
|
104,959
|
|
$
|
105,052
|
|
|||||||
Instructional costs and services
|
$
|
63,039
|
|
$
|
62,714
|
|
$
|
61,148
|
|
$
|
61,077
|
|
$
|
57,756
|
|
$
|
56,741
|
|
$
|
55,305
|
|
$
|
54,858
|
|
|||||||
Total costs and expenses
|
$
|
119,828
|
|
$
|
119,503
|
|
$
|
118,401
|
|
$
|
118,330
|
|
$
|
120,870
|
|
$
|
119,855
|
|
$
|
111,446
|
|
$
|
110,999
|
|
|||||||
Operating income (loss)
|
$
|
9,662
|
|
$
|
8,776
|
|
$
|
6,180
|
|
$
|
5,033
|
|
$
|
(1,503
|
)
|
$
|
(1,436
|
)
|
$
|
(6,487
|
)
|
$
|
(5,947
|
)
|
|||||||
Income (loss) before income taxes
|
$
|
10,105
|
|
$
|
9,219
|
|
$
|
6,521
|
|
$
|
5,374
|
|
$
|
(1,122
|
)
|
$
|
(1,055
|
)
|
$
|
(6,141
|
)
|
$
|
(5,601
|
)
|
|||||||
Net income (loss)
|
$
|
9,869
|
|
$
|
8,983
|
|
$
|
6,314
|
|
$
|
5,167
|
|
$
|
39
|
|
$
|
106
|
|
$
|
(5,685
|
)
|
$
|
(5,145
|
)
|
|||||||
Basic income (loss) per share
|
$
|
0.23
|
|
$
|
0.21
|
|
$
|
0.22
|
|
$
|
0.18
|
|
$
|
0.00
|
|
$
|
0.00
|
|
$
|
(0.20
|
)
|
$
|
(0.18
|
)
|
|||||||
Diluted income (loss) per share
|
$
|
0.23
|
|
$
|
0.21
|
|
$
|
0.21
|
|
$
|
0.17
|
|
$
|
0.00
|
|
$
|
0.00
|
|
$
|
(0.20
|
)
|
$
|
(0.18
|
)
|
•
|
improving the internal communication procedures between operations and accounting personnel;
|
•
|
enhancing our controls over the Full Tuition Grant accounting models, including more detailed steps to evaluate and revise critical assumptions and estimates to be more precise;
|
•
|
implementing enhanced analytical controls to compensate for the manual processes;
|
•
|
technical accounting training for key financial management; and
|
•
|
engaging external consultants, as needed, to provide support related to more complex applications of GAAP related to nonrecurring transactions and new accounting standards.
|
Exhibit
|
Description of Document
|
Filed Herewith
|
Incorporated by Reference
|
Form
|
Exhibit No.
|
Date Filed
|
||||||||
Acquisition Agreements
|
||||||||||||||
2.1
|
|
X
|
S-1
|
2.1
|
|
February 17, 2009
|
||||||||
2.2
|
|
X
|
S-1
|
2.2
|
|
February 17, 2009
|
||||||||
Charter Documents and Instruments Defining Rights of Security Holders
|
||||||||||||||
3.1
|
|
X
|
10-Q
|
3.1
|
|
May 21, 2009
|
||||||||
3.2
|
|
X
|
S-1
|
3.4
|
|
March 20, 2009
|
||||||||
4.1
|
|
X
|
S-1
|
4.1
|
|
March 30, 2009
|
||||||||
4.2
|
|
X
|
S-1
|
4.4
|
|
September 4, 2009
|
||||||||
Employee Benefit Plans
|
||||||||||||||
10.1
|
|
*
|
X
|
|||||||||||
10.2
|
|
*
|
X
|
S-8
|
99.2
|
|
January 17, 2017
|
|||||||
10.3
|
|
*
|
X
|
S-8
|
99.4
|
|
May 13, 2009
|
|||||||
10.4
|
|
*
|
X
|
10-Q
|
10.3
|
|
May 3, 2011
|
|||||||
10.5
|
|
*
|
X
|
S-8
|
99.5
|
|
May 13, 2009
|
|||||||
10.6
|
|
*
|
X
|
8-K
|
99.1
|
|
June 27, 2011
|
|||||||
10.7
|
|
*
|
X
|
8-K
|
99.2
|
|
June 27, 2011
|
Exhibit
|
Description of Document
|
Filed Herewith
|
Incorporated by Reference
|
Form
|
Exhibit No.
|
Date Filed
|
||||||||
10.8
|
|
*
|
X
|
8-K
|
10.1
|
|
December 23, 2014
|
|||||||
10.9
|
|
*
|
X
|
10-K
|
10.16
|
|
March 10, 2015
|
|||||||
10.10
|
|
*
|
X
|
10-Q
|
10.1
|
|
August 2, 2016
|
|||||||
10.11
|
|
*
|
X
|
10-Q
|
10.2
|
|
August 2, 2016
|
|||||||
10.12
|
|
*
|
X
|
S-8
|
99.6
|
|
May 13, 2009
|
|||||||
10.13
|
|
*
|
X
|
S-1
|
4.10
|
|
March 20, 2009
|
|||||||
10.14
|
|
*
|
X
|
8-K
|
99.1
|
|
March 22, 2010
|
|||||||
10.15
|
|
*
|
X
|
10-Q
|
10.7
|
|
May 3, 2010
|
|||||||
10.16
|
|
X
|
||||||||||||
|
|
Agreements with Executive Officers and Directors
|
||||||||||||
10.17
|
|
*
|
X
|
10-K
|
10.20
|
March 10, 2015
|
||||||||
10.18
|
|
*
|
X
|
S-1
|
10.28
|
|
March 20, 2009
|
|||||||
10.19
|
|
*
|
X
|
10-K
|
10.33
|
|
March 7, 2017
|
|||||||
10.20
|
|
*
|
X
|
10-K
|
10.34
|
|
March 7, 2017
|
|||||||
10.21
|
|
*
|
X
|
10-Q
|
10.1
|
|
August 4, 2015
|
|||||||
10.22
|
|
*
|
X
|
10-K
|
10.36
|
|
March 7, 2017
|
|||||||
10.23
|
|
*
|
X
|
S-1
|
10.30
|
|
March 20, 2009
|
|||||||
10.24
|
|
*
|
X
|
10-K
|
10.33
|
|
March 8, 2016
|
|||||||
10.25
|
|
*
|
X
|
10-K
|
10.33
|
|
March 17, 2014
|
|||||||
10.26
|
|
*
|
X
|
10-Q
|
10.1
|
|
May 1, 2018
|
|||||||
10.27
|
|
*
|
X
|
|||||||||||
10.28
|
|
*
|
X
|
|||||||||||
Material Real Estate Agreements
|
||||||||||||||
10.29
|
|
†
|
X
|
S-1
|
10.17
|
|
March 2, 2009
|
|||||||
10.30
|
|
†
|
X
|
10-Q
|
10.4
|
|
December 16, 2011
|
|||||||
10.31
|
|
†
|
X
|
10-Q
|
10.1
|
|
May 3, 2011
|
|||||||
10.32
|
|
†
|
X
|
10-K
|
10.55
|
|
March 7, 2012
|
|||||||
10.33
|
|
†
|
X
|
10-Q
|
10.3
|
|
November 1, 2011
|
|||||||
10.34
|
|
†
|
X
|
10-Q
|
10.2
|
|
August 7, 2012
|
|||||||
10.35
|
|
X
|
10-K
|
10.58
|
|
March 8, 2016
|
||||||||
10.36
|
|
X
|
10-K
|
10.59
|
|
March 8, 2016
|
||||||||
10.37
|
|
X
|
10-Q
|
10.1
|
|
November 8, 2018
|
||||||||
Exhibit
|
Description of Document
|
Filed Herewith
|
Incorporated by Reference
|
Form
|
Exhibit No.
|
Date Filed
|
||||||||
Material Strategic Agreements
|
||||||||||||||
10.38
|
|
†
|
X
|
S-1
|
10.21
|
|
March 30, 2009
|
|||||||
10.39
|
|
†
|
X
|
10-Q
|
10.5
|
|
August 11, 2009
|
|||||||
10.40
|
|
†
|
X
|
10-Q
|
10.2
|
|
May 3, 2011
|
|||||||
10.41
|
|
†
|
X
|
10-K
|
10.67
|
|
March 7, 2012
|
|||||||
10.42
|
|
†
|
X
|
10-K
|
10.72
|
|
March 12, 2013
|
|||||||
10.43
|
|
†
|
X
|
10-K
|
10.73
|
|
March 12, 2013
|
|||||||
10.44
|
|
†
|
X
|
10-K
|
10.68
|
|
March 17, 2014
|
|||||||
10.45
|
|
†
|
X
|
10-K
|
10.69
|
|
March 17, 2014
|
|||||||
10.46
|
|
†
|
X
|
10-Q
|
10.1
|
|
August 7, 2014
|
|||||||
10.47
|
|
†
|
X
|
10-Q
|
10.2
|
|
August 7, 2014
|
|||||||
10.48
|
|
†
|
X
|
10-K
|
10.76
|
|
March 8, 2016
|
|||||||
10.49
|
|
†
|
X
|
10-Q
|
10.4
|
|
August 2, 2016
|
|||||||
10.50
|
|
†
|
X
|
10-Q
|
10.5
|
|
August 2, 2016
|
|||||||
10.51
|
|
†
|
X
|
10-Q
|
10.6
|
|
August 2, 2016
|
|||||||
10.52
|
|
†
|
X
|
10-K
|
10.76
|
|
March 17, 2014
|
|||||||
10.53
|
|
X
|
10-Q
|
10.2
|
|
November 8, 2016
|
||||||||
10.54
|
|
X
|
10-K
|
10.84
|
|
March 8, 2016
|
||||||||
10.55
|
|
†
|
X
|
10-Q
|
10.1
|
|
November 8, 2016
|
|||||||
Code of Ethics
|
||||||||||||||
14.1
|
|
X
|
8-K
|
14.1
|
|
December 1, 2009
|
||||||||
Subsidiaries
|
||||||||||||||
21.1
|
|
X
|
||||||||||||
Consent and Power of Attorney
|
||||||||||||||
23.1
|
|
X
|
||||||||||||
24.1
|
|
X
|
||||||||||||
Certifications Required by Sarbanes-Oxley Act of 2002
|
||||||||||||||
31.1
|
|
X
|
||||||||||||
31.2
|
|
X
|
||||||||||||
32.1
|
|
X
|
Exhibit
|
Description of Document
|
Filed Herewith
|
Incorporated by Reference
|
Form
|
Exhibit No.
|
Date Filed
|
||||||||
Interactive Data
|
||||||||||||||
101
|
|
‡
|
The following financial information from our Annual Report on Form 10-K for the fiscal year ended December 31, 2018, filed with the SEC on March 12, 2019, formatted in Extensible Business Reporting Language (“XBRL”): (i) the Consolidated Balance Sheets as of December 31, 2018 and 2017; (ii) the Consolidated Statements of Income (Loss) for the years ended December 31, 2018, 2017 and 2016; (iii) the Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2018, 2017 and 2016; (iv) the Consolidated Statements of Stockholder's Equity for the three years ended December 31, 2018; (v) the Consolidated Statements of Cash Flows for the years ended December 31, 2018, 2017 and 2016; and (vi) the Notes to Annual Consolidated Financial Statements.
|
X
|
*
|
Indicates management contract or compensatory plan or arrangement.
|
†
|
Portions of this exhibit have been omitted pursuant to a request for confidential treatment and the non-public information has been filed separately with the SEC.
|
|
BRIDGEPOINT EDUCATION, INC.
|
/s/ ANDREW S. CLARK
|
|
Andrew S. Clark
(CEO and President)
|
Name
|
Title
|
Date
|
||
/s/ ANDREW S. CLARK
|
CEO and President (Principal Executive Officer) and a Director
|
March 12, 2019
|
||
Andrew S. Clark
|
||||
/s/ KEVIN ROYAL
|
Chief Financial Officer (Principal Financial Officer)
|
March 12, 2019
|
||
Kevin Royal
|
||||
/s/ STEVEN BURKHOLDER
|
Vice President, Chief Accounting Officer and Corporate Controller (Principal Accounting Officer)
|
March 12, 2019
|
||
Steven Burkholder
|
||||
/s/ TERESA S. CARROLL
|
Director
|
March 12, 2019
|
||
Teresa S. Carroll
|
||||
/s/ RYAN CRAIG
|
Director
|
March 12, 2019
|
||
Ryan Craig
|
||||
/s/ DALE CRANDALL
|
Director
|
March 12, 2019
|
||
Dale Crandall
|
||||
/s/ ROBERT HARTMAN
|
Director
|
March 12, 2019
|
||
Robert Hartman
|
||||
/s/ MICHAEL B. HORN
|
Director
|
March 12, 2019
|
||
Michael B. Horn
|
||||
/s/ KIRSTEN M. MARRINER
|
Director
|
March 12, 2019
|
||
Kirsten M. Marriner
|
||||
/s/ VICTOR K. NICHOLS
|
Director
|
March 12, 2019
|
||
Victor K. Nichols
|
||||
/s/ GEORGE PERNSTEINER
|
Director
|
March 12, 2019
|
||
George Pernsteiner
|