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  • BRIDGEPOINT EDUCATION INC

    FORM 10-Q (Quarterly Report)

    Filed 08/07/14 for the Period Ending 06/30/14

    Address 13500 EVENING CREEK DR. #600

    SAN DIEGO, CA 92128 Telephone 858-668-2586

    CIK 0001305323 Symbol BPI

    SIC Code 8200 - Services-Educational Services Industry Schools

    Sector Services Fiscal Year 12/31

    http://www.edgar-online.com © Copyright 2014, EDGAR Online, Inc. All Rights Reserved.

    Distribution and use of this document restricted under EDGAR Online, Inc. Terms of Use.

    http://www.edgar-online.com

  • UNITED STATES SECURITIES AND EXCHANGE COMMISSION

    Washington, D.C. 20549

    FORM 10-Q

    For the quarterly period ended June 30, 2014

    or

    For the transition period from________________to________________

    Commission File Number: 001-34272 ___________________________________________________________________________

    BRIDGEPOINT EDUCATION, INC. (Exact name of registrant as specified in its charter)

    ____________________________________________________________________________

    13500 Evening Creek Drive North

    San Diego, CA 92128 (Address, including zip code, of principal executive offices)

    (858) 668-2586

    (Registrant's telephone number, including area code) ____________________________________________________________________________

    None

    (Former name, former address and former fiscal year, if changed since last report)

    Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes  No �

    Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes  No �

    Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

    Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes � No 

    The total number of shares of common stock outstanding as of August 4, 2014 , was 45,254,701 .

    (Mark One)

     QUARTERLY 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.)

    Large accelerated filer � Accelerated filer  Non-accelerated filer � (Do not check if a

    smaller reporting company)

    Smaller reporting company �

  • BRIDGEPOINT EDUCATION, INC.

    FORM 10-Q INDEX

    2

    PART I—FINANCIAL INFORMATION 3

    Item 1. Financial Statements 3

    Condensed Consolidated Balance Sheets 3

    Condensed Consolidated Statements of Income 4

    Condensed Consolidated Statements of Comprehensive Income 5

    Condensed Consolidated Statement of Stockholders' Equity 6

    Condensed Consolidated Statements of Cash Flows 7

    Notes to Condensed Consolidated Financial Statements 8

    Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 23

    Item 3. Quantitative and Qualitative Disclosures About Market Risk 32

    Item 4. Controls and Procedures 32

    PART II—OTHER INFORMATION 34

    Item 1. Legal Proceedings 34

    Item 1A. Risk Factors 34

    Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 36

    Item 3. Defaults Upon Senior Securities 36

    Item 4. Not Applicable 36

    Item 5. Other Information 37

    Item 6. Exhibits 38

    SIGNATURES 39

  • PART I—FINANCIAL INFORMATION

    Item 1. Financial Statements. BRIDGEPOINT EDUCATION, INC.

    Condensed Consolidated Balance Sheets (Unaudited)

    (In thousands, except par value)

    The accompanying notes are an integral part of these condensed consolidated financial statements.

    3

    As of

    June 30, 2014 As of

    December 31, 2013

    ASSETS

    Current assets:

    Cash and cash equivalents $ 150,490 $ 212,526 Restricted cash 32,628 36,946 Investments 81,130 65,901 Accounts receivable, net 25,881 22,953 Student loans receivable, net 925 1,043 Deferred income taxes 16,734 16,683 Prepaid expenses and other current assets 23,405 21,563

    Total current assets 331,193 377,615 Property and equipment, net 88,694 91,425 Investments 77,752 41,062 Student loans receivable, net 10,447 11,785 Goodwill and intangibles, net 26,232 26,878 Deferred income taxes 18,502 18,507 Other long-term assets 2,654 2,740 Total assets $ 555,474 $ 570,012

    LIABILITIES AND STOCKHOLDERS' EQUITY

    Current liabilities:

    Accounts payable $ 4,029 $ 5,195 Accrued liabilities 46,531 54,290 Deferred revenue and student deposits 112,404 132,791

    Total current liabilities 162,964 192,276 Rent liability 22,493 23,927 Other long-term liabilities 9,693 9,271 Total liabilities 195,150 225,474 Commitments and contingencies (see Note 12)

    Stockholders' equity:

    Preferred stock, $0.01 par value: 20,000 shares authorized; zero shares issued and outstanding at both June 30, 2014, and December 31, 2013 — —

    Common stock, $0.01 par value: 300,000 shares authorized; 62,812 issued and 45,255 outstanding at June 30, 2014; 62,331 issued and 44,774 outstanding at December 31, 2013 628 623

    Additional paid-in capital 176,057 168,829 Retained earnings 520,732 512,107 Accumulated other comprehensive income (loss) (24 ) 48 Treasury stock, 17,557 shares at cost at both June 30, 2014, and December 31, 2013 (337,069 ) (337,069 )

    Total stockholders' equity 360,324 344,538

    Total liabilities and stockholders' equity $ 555,474 $ 570,012

  • BRIDGEPOINT EDUCATION, INC.

    Condensed Consolidated Statements of Income (Unaudited)

    (In thousands, except per share amounts)

    The accompanying notes are an integral part of these condensed consolidated financial statements.

    4

    Three Months Ended June 30, Six Months Ended June 30,

    2014 2013 2014 2013

    Revenue $ 171,522 $ 193,470 $ 328,792 $ 406,456 Costs and expenses:

    Instructional costs and services 76,853 99,603 159,934 196,631 Admissions advisory and marketing 55,518 57,582 121,296 115,125 General and administrative 16,737 17,152 33,006 35,891

    Total costs and expenses 149,108 174,337 314,236 347,647 Operating income 22,414 19,133 14,556 58,809 Other income, net 712 748 1,079 1,585 Income before income taxes 23,126 19,881 15,635 60,394 Income tax expense 10,171 7,767 7,010 23,613

    Net income $ 12,955 $ 12,114 $ 8,625 $ 36,781

    Earnings per share:

    Basic $ 0.29 $ 0.22 $ 0.19 $ 0.68 Diluted 0.28 0.22 0.19 0.66

    Weighted average number of common shares outstanding used in computing earnings per share:

    Basic 45,233 54,136 45,066 54,132 Diluted 46,503 55,634 46,524 55,488

  • BRIDGEPOINT EDUCATION, INC.

    Condensed Consolidated Statements of Comprehensive Income (Unaudited)

    (In thousands)

    The accompanying notes are an integral part of these condensed consolidated financial statements.

    5

    Three Months Ended June 30, Six Months Ended June 30,

    2014 2013 2014 2013

    Net income $ 12,955 $ 12,114 $ 8,625 $ 36,781 Other comprehensive income (loss), net of tax:

    Unrealized losses on investments (36 ) (154 ) (72 ) (203 )

    Comprehensive income $ 12,919 $ 11,960 $ 8,553 $ 36,578

  • BRIDGEPOINT EDUCATION, INC.

    Condensed Consolidated Statement of Stockholders' Equity (Unaudited)

    (In thousands)

    The accompanying notes are an integral part of these condensed consolidated financial statements.

    6

    Common Stock Additional Paid-in Capital

    Retained Earnings

    Accumulated Other

    Comprehensive Income (Loss)

    Treasury Stock

    Shares Par Value Total

    Balance at December 31, 2013 62,331 $ 623 $ 168,829 $ 512,107 $ 48 $ (337,069 ) $ 344,

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