Stride, Inc. - Quarter Report: 2013 March (Form 10-Q)

Table of Contents

 

 

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

(Mark One)

 

x      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended March 31, 2013

 

OR

 

o         TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from          to          

 

Commission File Number: 001-33883

 

K12 Inc.

(Exact name of registrant as specified in its charter)

 

 

(703) 483-7000

(Registrant’s telephone number, including area code)

 

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 x     No o

 

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 x    No o

 

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. (Check one):

 

 

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

 

As of April 26, 2013, the Registrant had 37,202,660 shares of common stock, $0.0001 par value per share outstanding.

 

 

Table of Contents

 

K12 Inc.

Form 10-Q

For the Quarterly Period Ended March 31, 2013

 

Index

 

		Page
		Number
PART I.	Financial Information	3
Item 1.	Financial Statements (Unaudited)	3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	29
Item 4.	Controls and Procedures	29
PART II.	Other Information	30
Item 1.	Legal Proceedings	30
Item 1A.	Risk Factors	31
Item 6.	Exhibits	33
Signatures		34

 

2

Table of Contents

 

PART I — FINANCIAL INFORMATION

 

Item 1.         Financial Statements (Unaudited).

 

K12 INC.

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

 

		March 31,			June 30,
		2013			2012
		(In thousands, except share and per share data)
ASSETS
Current assets
Cash and cash equivalents		$	156,968		$	144,652
Restricted cash and cash equivalents		—			1,501
Accounts receivable, net of allowance of $3,000 and $1,624 at March 31, 2013 and June 30, 2012, respectively		234,550			160,922
Inventories, net		29,344			37,853
Current portion of deferred tax asset		9,799			16,140
Prepaid expenses		21,086			11,173
Other current assets		13,606			14,598
Total current assets		465,353			386,839
Property and equipment, net		61,390			55,903
Capitalized software, net		42,288			34,709
Capitalized curriculum development costs, net		63,374			60,345
Intangible assets, net		33,288			36,736
Goodwill		61,400			61,619
Investment in Web International		10,000			10,000
Deposits and other assets		2,825			2,684
Total assets		$	739,918		$	648,835
LIABILITIES, REDEEMABLE NONCONTROLLING INTEREST AND EQUITY
Current liabilities
Accounts payable		$	19,976		$	23,951
Accrued liabilities		26,030			13,802
Accrued compensation and benefits		19,683			17,355
Deferred revenue		49,518			25,410
Current portion of capital lease obligations		20,595			15,950
Current portion of note payable		745			1,145
Total current liabilities		136,547			97,613
Deferred rent, net of current portion		8,578			6,974
Capital lease obligations, net of current portion		20,477			15,124
Note payable, net of current portion		—			777
Deferred tax liability		37,185			31,591
Other long term liabilities		1,970			1,908
Total liabilities		204,757			153,987
Commitments and contingencies		—			—
Redeemable noncontrolling interest		17,200			17,200
Equity:
K12 Inc. stockholders’ equity
Common stock, par value $0.0001; 100,000,000 shares authorized; 37,164,431 and 36,436,933 shares issued and outstanding at March 31, 2013 and June 30, 2012, respectively		4			4
Additional paid-in capital		534,292			519,439
Series A Special Stock, par value $0.0001; 2,750,000 shares authorized, issued and outstanding at March 31, 2013 and June 30, 2012		63,112			63,112
Accumulated other comprehensive (loss) income		(326		)	100
Accumulated deficit		(83,319		)	(109,161		)
Total K12 Inc. stockholders’ equity		513,763			473,494
Noncontrolling interest		4,198			4,154
Total equity		517,961			477,648
Total liabilities, redeemable noncontrolling interest and equity		$	739,918		$	648,835

 

See accompanying notes to unaudited condensed consolidated financial statements.

 

3

Table of Contents

 

K12 INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

 

		Three Months Ended						Nine Months Ended
		March 31,						March 31,
		2013			2012			2013			2012
		(In thousands, except share and per share data)
Revenues		$	218,009		$	178,175		$	645,133		$	538,005
Cost and expenses
Instructional costs and services		127,759			105,955			369,205			305,981
Selling, administrative, and other operating expenses		65,828			53,619			216,826			184,265
Product development expenses		5,070			7,012			14,817			20,810
Total costs and expenses		198,657			166,586			600,848			511,056
Income from operations		19,352			11,589			44,285			26,949
Interest expense, net		(306		)	(265		)	(807		)	(722		)
Income before income tax expense and noncontrolling interest		19,046			11,324			43,478			26,227
Income tax expense		(7,626		)	(4,638		)	(18,195		)	(11,311		)
Net income		11,420			6,686			25,283			14,916
Add net loss attributable to noncontrolling interest		555			291			559			827
Net income attributable to common stockholders, including Series A stockholders		$	11,975		$	6,977		$	25,842		$	15,743
Net income attributable to common stockholders per share, excluding Series A stockholders:
Basic		$	0.31		$	0.18		$	0.66		$	0.41
Diluted		$	0.31		$	0.18		$	0.66		$	0.41
Weighted average shares used in computing per share amounts:
Basic		36,283,353			35,876,629			36,142,689			35,753,156
Diluted		36,283,353			35,913,576			36,142,689			36,023,023

 

See accompanying notes to unaudited condensed consolidated financial statements.

 

4

Table of Contents

 

K12 INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF

COMPREHENSIVE INCOME

 

		Three Months Ended March 31,						Nine Months Ended March 31,
		2013			2012			2013			2012
		(In thousands)
Net income		$	11,420		$	6,686		$	25,283		$	14,916
Other comprehensive income, net of tax
Foreign currency translation adjustment		(276		)	23			(426		)	129
Total other comprehensive income, net of tax		11,144			6,709			24,857			15,045
Comprehensive income attributable to noncontrolling interest		555			291			559			827
Comprehensive income attributable to common stockholders, including Series A stockholders		$	11,699		$	7,000		$	25,416		$	15,872

 

See accompanying notes to unaudited condensed consolidated financial statements.

 

5

Table of Contents

 

K12 INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF EQUITY (DEFICIT)

 

		K12 Inc Stockholders
															Accumulated
							Common Stock -					Additional			Other
		Common Stock					Series A					Paid-in			Comprehensive			Accumulated			Noncontrolling
(In thousands, except share data)		Shares		Amount			Shares		Amount			Capital			Income (Loss)			Deficit			Interest			Total
Balance, June 30, 2012		36,436,933		$	4		2,750,000		$	63,112		$	519,439		$	100		$	(109,161	)	$	4,154		$	477,648
Net income (loss) (1)																		25,842			44			25,886
Other comprehensive loss															(426		)							(426		)
Stock based compensation expense		—										9,833												9,833
Exercise of stock options		227,677		—								3,027												3,027
Excess tax benefit from stock-based compensation		639,701										4,413												4,413
Issuance of restricted stock awards				—																				—
Forfeitures of restricted stock awards		(55,010	)
Accretion of redeemable noncontrolling interests to estimated redemption value		—										(603		)										(603		)
Retirement of restricted stock for tax withholding		(84,870	)	—			—		—			(1,817		)	—			—			—			(1,817		)
Balance, March 31, 2013		37,164,431		$	4		2,750,000		$	63,112		$	534,292		$	(326	)	$	(83,319	)	$	4,198		$	517,961

 

 

(1)                   Net income (loss) attributable to noncontrolling interests excludes $0.1 million due to the redeemable noncontrolling interest related to Middlebury Interactive Languages, which is reported outside of permanent equity in the accompanying unaudited condensed consolidated balance sheets.

 

See accompanying notes to unaudited condensed consolidated financial statements.

 

6

Table of Contents

 

K12 INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

 

		NineMonths Ended March 31,
		2013			2012
		(In thousands)
Cash flows from operating activities
Net income		$	25,283		$	14,916
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization expense		48,176			42,312
Stock based compensation expense		9,833			7,339
Excess tax benefit from stock based compensation		(4,413		)	(1,289		)
Deferred income taxes		16,348			9,571
Provision for doubtful accounts		1,814			480
Provision for inventory obsolescence		272			464
Provision for student computer shrinkage and obsolescence		439			427
Changes in assets and liabilities:
Accounts receivable		(75,549		)	(109,128		)
Inventories		8,237			2,565
Prepaid expenses		(9,919		)	(4,004		)
Other current assets		992			(3,635		)
Deposits and other assets		(142		)	229
Accounts payable		(3,976		)	(3,901		)
Accrued liabilities		12,229			2,124
Accrued compensation and benefits		2,333			3,040
Deferred revenue		24,092			24,310
Release of restricted cash		1,501			—
Deferred rent		1,666			650
Net cash provided by (used in) operating activities		59,216			(13,530		)
Cash flows from investing activities
Purchase of property and equipment		(5,265		)	(8,718		)
Capitalized software development costs		(17,867		)	(13,760		)
Capitalized curriculum development costs		(13,597		)	(10,341		)
Purchase of acquired entity		—			(12,641		)
Net cash used in investing activities		(36,729		)	(45,460		)
Cash flows from financing activities
Repayments on capital lease obligations		(14,674		)	(11,950		)
Repayments on note payable		(1,177		)	(1,443		)
Proceeds from exercise of stock options		3,027			3,123
Excess tax benefit from stock based compensation		4,413			1,289
Repurchase of restricted stock for income tax withholding		(1,817		)	(1,291		)
Payment of stock registration expense		—			(313		)
Net cash used in financing activities		(10,228		)	(10,585		)
Effect of foreign exchange rate changes on cash and cash equivalents		57			129
Net change in cash and cash equivalents		12,316			(69,446		)
Cash and cash equivalents, beginning of period		144,652			193,099
Cash and cash equivalents, end of period		$	156,968		$	123,653

 

See accompanying notes to unaudited condensed consolidated financial statements.

 

7

Table of Contents

 

K12 Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

 

1.              Description of the Business

 

K12 Inc. and its subsidiaries (“K12” or the “Company”) is a technology-based education company. The Company offers proprietary curriculum, software systems and educational services designed to facilitate individualized learning for students primarily in kindergarten through 12th grade (“K-12”). The Company’s mission is to maximize a child’s potential by providing access to an engaging and effective education, regardless of geographic location or socio-economic background. Since the Company’s inception, it has invested approximately $340 million to develop and to a lesser extent, acquire curriculum and online learning platforms that promote mastery of core concepts, skills and standards for students of all abilities. This learning system combines the Company’s curriculum and offerings with an individualized learning approach well-suited for virtual and blended public schools, school district online programs, public charter schools and private schools that utilize varying degrees of online and traditional classroom instruction, and other educational applications. In contracting with a virtual or blended public school, the Company typically provides students with access to the K12 online curriculum, offline learning kits and the use of a personal computer in certain cases, in addition to providing management services. The Company provides management services to public schools in 33 states and the District of Columbia.

 

In addition, the Company works closely with a growing number of public schools, school districts, private schools and public charter schools enabling them to offer their students an array of solutions, including full-time virtual programs, semester course and supplemental solutions. In addition to curriculum, systems and programs, the Company provides teacher training, teaching services and other support services.

 

2.              Basis of Presentation

 

The accompanying condensed consolidated balance sheet as of March 31, 2013, the condensed consolidated statements of operations and comprehensive income (loss) for the three and nine months ended March 31, 2013 and 2012, the condensed consolidated statements of cash flows for the nine months ended March 31, 2013 and 2012, and the condensed consolidated statement of equity (deficit) for the nine months ended March 31, 2013 are unaudited. The unaudited interim financial statements have been prepared on the same basis as the annual financial statements and in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the Company’s financial position and results of operations for the periods presented.  The results of the three and nine month periods ended March 31, 2013 are not necessarily indicative of the results to be expected for the year ending June 30, 2013 or for any other interim period or for any other future fiscal year. The consolidated balance sheet as of June 30, 2012 has been derived from the audited consolidated financial statements at that date.

 

The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, these statements include all adjustments (consisting of normal recurring adjustments) considered necessary to present a fair statement of the Company’s condensed consolidated results of operations, financial position and cash flows. Preparation of the Company’s financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts in the financial statements and footnotes. Actual results could differ from those estimates. This quarterly report on Form 10-Q should be read in conjunction with the financial statements and the notes thereto included in the Company’s annual report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on September 12, 2012, which contains the Company’s audited financial statements for the fiscal year ended June 30, 2012.

 

The Company operates in one operating and reportable business segment as a technology based education company providing proprietary curriculum, software systems and educational services designed to facilitate individualized learning for students primarily in kindergarten through 12th grade. The Chief Operating Decision Maker evaluates profitability based on consolidated results.

 

8

Table of Contents

 

3.              Summary of Significant Accounting Policies

 

Revenue Recognition

 

Revenues are principally earned from long-term contractual agreements to provide online curriculum, books, materials, computers and management services to virtual and blended public schools, traditional schools, school districts, public charter schools, and private schools. In addition to providing the curriculum, books and materials, under its contracts, the Company provides management services to virtual and blended public schools, including monitoring academic achievement, recommendations related to teacher hiring and training and compensation of school personnel, financial management, enrollment processing and procurement of curriculum, equipment and required services. The schools receive funding on a per student basis from the state in which the public school or school district is located. Shipments for schools that occur in the fourth fiscal quarter and for the upcoming school year are recorded in deferred revenues.

 

Where the Company has determined that it is the primary obligor for substantially all expenses under these contracts, the Company records the associated per student revenue received by the school from its state funding school district up to the expenses incurred in accordance with Accounting Standards Codification (“ASC”) 605, Revenue Recognition. For contracts where the Company is not the primary obligor, the Company records revenue based on its net fees earned under the contractual agreement.

 

The Company generates revenues under contracts with virtual and blended public schools which include multiple elements. These elements include providing each school’s students with access to the Company’s online school and the component of lessons; offline learning kits, which include books and materials to supplement the online lessons; in certain cases may include the use of a personal computer and associated reclamation services; internet access and technology support services; the services of a state-certified teacher; and management and technology services required to operate a virtual public or blended school. In certain managed school contracts, revenue is determined directly by per enrollment funding. Revenue is generally recognized ratably over the period services are performed except for revenue on materials that is recognized upon shipment to students and the costs of materials are expensed.

 

The Company has determined that the elements of its contracts are valuable to schools in combination, but do not have standalone value. As a result, the elements within the Company’s multiple-element contracts do not qualify as separate units of accounting. Accordingly, the Company accounts for revenues under multiple element arrangements as a single unit of accounting and recognizes the entire arrangement based upon the approximate rate at which it incurs the costs associated with each element.

 

Under the contracts where the Company provides turnkey management services to schools, the Company has generally agreed to absorb any operating losses of the schools. These school operating losses represent the excess of costs incurred over revenues earned by the virtual or blended public school as reflected on its respective financial statements, including Company charges to the schools. A school operating loss in one year does not necessarily mean the Company anticipates losing money on the entire contract with the school. However, a school operating loss may reduce the Company’s ability to collect its fees in full and recognized revenues are reduced accordingly to reflect the expected cash collections from such schools. The Company amortizes the estimated school operating loss against its management fees based upon the percentage of actual revenues in the period to total estimated revenues for the fiscal year. Management periodically reviews its estimates of full year school revenues and operating expenses and amortizes the net impact of any changes to these estimates over the remainder of the fiscal year. Actual school operating losses may vary from these estimates or revisions, and the impact of these differences could have a material impact on results of operations. Since the end of the school year coincides with the end of the Company’s fiscal year, annual revenues are generally based on actual school revenues and actual costs incurred in the calculation of school operating losses.

 

The Company provides certain online curriculum and services to schools and school districts under subscription and perpetual license agreements. Revenue under these agreements is recognized in accordance with ASC 605 when all of the following conditions are met: there is persuasive evidence of an arrangement; delivery has occurred or services have been rendered; the amount of fees to be paid by the customer is fixed and determinable; and the collectability of the fee is probable. Revenue from the licensing of curriculum under subscription arrangements is recognized on a ratable basis over the subscription period. Revenue from the licensing of curriculum under non-cancelable perpetual arrangements is recognized when all revenue recognition criteria have

 

9

Table of Contents

 

been met. Revenue from professional consulting, training and support services are deferred and recognized ratably over the service period.

 

Other revenues are generated from individual customers who prepay and have access for 12 to 24 months to Company-provided online curriculum. The Company recognizes these revenues pro rata over the maximum term of the customer contract. Revenues from associated offline learning kits are recognized upon shipment.

 

During the three months ended March 31, 2013, the Company had contracts with two schools that represented approximately 14% and 10% of revenues. During the three months ended March 31, 2012, the Company had contracts with two schools that each represented approximately 8% of revenues. The percentage of revenues for these two schools is not indicative of the percentage of revenues for the full year.  Approximately 8% and 11% of accounts receivable was attributable to a contract with one school as of March 31, 2013 and June 30, 2012, respectively. During the nine months ended March 31, 2013, the Company had contracts with two schools that represented approximately 14% and 10% of revenues. During the nine months ended March 31, 2012, the Company had contracts with two schools that each represented approximately 8% of revenues.

 

Reclassifications

 

The Company has reclassified certain prior year enrollment related costs from instructional costs and services to selling, administrative and other operating expenses to conform to the current year presentation. There was no effect on total costs and expenses, income from operations or net income from such reclassification.

 

Consolidation

 

The condensed consolidated financial statements include the accounts of the Company, its wholly-owned and affiliated companies that the Company owns, directly or indirectly, and all controlled subsidiaries. All significant intercompany transactions and balances have been eliminated in consolidation.

 

Inventories

 

Inventories consist primarily of textbooks and curriculum materials, a majority of which are supplied to virtual public schools and blended public schools and utilized directly by students. Inventories represent items that are purchased and held for sale and are recorded at the lower of cost (first-in, first-out method) or market value. Excess and obsolete inventory reserves are established based upon the evaluation of the quantity on hand relative to demand. The excess and obsolete inventory reserve was $4.8 million and $4.5 million at March 31, 2013 and June 30, 2012, respectively

 

Other Current Assets

 

Other current assets consist primarily of textbooks, curriculum materials and other supplies which are expected to be returned upon the completion of the school year. Materials not returned are expensed as part of instructional costs and services.

 

Property and Equipment

 

Property, equipment and capitalized software development costs are stated at cost less accumulated depreciation and amortization. Depreciation expense is calculated using the straight-line method over the estimated useful life of the asset (or the lesser of the term of the lease and the estimated useful life of the asset under capital lease). Amortization of assets capitalized under capital lease arrangements is included in depreciation expense. Leasehold improvements are amortized over the lesser of the lease term or the estimated useful life of the asset. The Company determines the lease term in accordance with ASC 840, Leases, as the fixed non-cancelable term of the lease plus all periods for which failure to renew the lease imposes a penalty on the lessee in an amount such that renewal appears, at the inception of the lease, to be reasonably assured. Property and equipment are depreciated over the following useful lives:

 

10

Table of Contents

 

		Useful Life
Student computers		3 years
Computer hardware		3 years
Computer software		3-5 years
Web site development costs		3 years
Office equipment		5 years
Furniture and fixtures		7 years
Leasehold improvements		3-12 years

 

Capitalized Software

 

The Company develops software for internal use. Software development costs incurred during the application development stage are capitalized in accordance with ASC 350 Intangibles — Goodwill and Other. The Company amortizes these costs over the estimated useful life of the software, which is generally three years. Capitalized software development costs are stated at cost less accumulated amortization.

 

Capitalized software development additions totaled $17.9 million and $13.8 million for the nine months ended March 31, 2013 and 2012, respectively. Amortization expense for the three months ended March 31, 2013 and 2012 was $3.6 million and $2.9 million, respectively. Amortization expense for the nine months ended March 31, 2013 and 2012 was $10.3 million and $8.7 million, respectively.

 

Capitalized Curriculum Development Costs

 

The Company internally develops its own curriculum, which is primarily provided as online content and accessed via the Internet. The Company also creates textbooks and other materials that are complementary to online content.

 

The Company capitalizes curriculum development costs incurred during the development stage in accordance with ASC 350. The Company capitalizes curriculum development costs during the design and deployment phases of the project. Many of the Company’s new courses leverage off of proven delivery platforms and are primarily content, which has no technological hurdles. As a result, a significant portion of the Company’s courseware development costs qualify for capitalization due to the concentration of its development efforts on the content of the courseware. Capitalization ends when a course is available for general release to its customers, at which time amortization of the capitalized costs begins. The period of time over which these development costs will be amortized is generally five years.

 

Total capitalized curriculum development additions were $13.6 million and $10.3 million for the nine months ended March 31, 2013 and 2012, respectively. These amounts are recorded on the accompanying consolidated balance sheet net of amortization charges. Amortization is recorded in product development expenses on the accompanying condensed consolidated statements of operations. Amortization expense for the three months ended March 31, 2013 and 2012 was $3.6 million and $3.2 million, respectively. Amortization expense for the nine months ended March 31, 2013 and 2012 was $10.7 million and $9.2 million, respectively.

 

Income Taxes

 

The Company accounts for income taxes in accordance with ASC 740 Income Taxes. Under ASC 740, deferred tax assets and liabilities are computed based on the difference between the financial reporting and income tax bases of assets and liabilities using the enacted marginal tax rate. ASC 740 requires that the net deferred tax asset be reduced by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some portion or all of the net deferred tax asset will not be realized.

 

Series A Special Stock

 

The Company issued 2,750,000 shares of Series A Special Stock in connection with an acquisition. The holders of the Series A Special Stock have the right to convert those shares into common stock on a one-for-one basis and the right to vote on all matters presented to K12 stockholders, other than for the election and removal of directors, for which holders of the Series A Special Stock have no voting rights.

 

11

Table of Contents

 

Noncontrolling Interest

 

Earnings or losses attributable to other stockholders of a consolidated affiliated company are classified separately as “noncontrolling interest” in the Company’s condensed consolidated statements of operations. Net income attributable to noncontrolling interest reflects only the Company’s share of the after-tax earnings or losses of an affiliated company. Income taxes attributable to noncontrolling interest are determined using the applicable statutory tax rates in the jurisdictions where such operations are conducted. These rates vary from country to country. The Company’s condensed consolidated balance sheets reflect noncontrolling interest within the equity section of the condensed consolidated balance sheets rather than in the mezzanine section of the condensed consolidated balance sheets, except for redeemable noncontrolling interest. Noncontrolling interest is classified separately in the Company’s condensed consolidated statement of equity (deficit).

 

Redeemable Noncontrolling Interests

 

Noncontrolling interests in subsidiaries that are redeemable outside of the Company’s control for cash or other assets are classified outside of permanent equity at redeemable value which approximates fair value. The redeemable noncontrolling interests will be adjusted to their fair value at each balance sheet date. The resulting increases or decreases in the estimated redemption amount are affected by corresponding charges against retained earnings, or in the absence of retained earnings, additional paid-in-capital.

 

Goodwill and Intangible Assets

 

The Company records as goodwill the excess of purchase price over the fair value of the identifiable net assets acquired. Finite-lived intangible assets acquired in business combinations subject to amortization are recorded at their fair value. Finite-lived intangible assets include trade names, customer and distributor relationships and developed technology. Such intangible assets are amortized on a straight-line basis over their estimated useful lives. Amortization expense for the three months ended March 31, 2013 and 2012 was $1.1 million and $1.0 million, respectively. Amortization expense for the nine months ended March 31, 2013 and 2012 was $3.4 million and $3.5 million, respectively. Future amortization of intangible assets is $1.1 million, $3.1 million, $3.1 million, $3.0 million and $2.6 million in the fiscal years ending June 30, 2013 through June 30, 2017, respectively, and $20.4 million thereafter. As of March 31, 2013 and June 30, 2012, goodwill balances were recorded at $61.4 million and $61.6 million, respectively.

 

The Company reviews its recorded finite-lived intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be fully recoverable. If the total of the expected undiscounted future cash flows is less than the carrying amount of the asset, a loss is recognized for the difference between fair value and the carrying value of the asset.

 

ASC 350 prescribes a process for impairment testing of goodwill and intangibles with indefinite lives, which is performed annually, as well as when an event triggering impairment may have occurred. Goodwill and intangible assets deemed to have an indefinite life are tested for impairment on an annual basis, or earlier when events or changes in circumstances suggest the carrying amount may not be fully recoverable. The Company has elected to perform its annual assessment on May 31st of each year.

 

During the nine months ended March 31, 2013, the Company’s goodwill decreased by approximately $0.2 million due to adjustments made related to the acquisition of certain assets of Kaplan Virtual Education (“KVE”), a subsidiary of Kaplan Inc. (the “Kaplan/Insight Assets”) (see Note 10) in connection with the finalization of the purchase price allocation.

 

The following table represents goodwill additions during the nine months ended March 31, 2013:

 

		Amount
		($ in millions)
Rollforward of Goodwill
Balance as of June 30, 2012		$	61.6
Adjustments due to KVE and other foreign exchange translations		(0.2		)
Balance as of March 31, 2013		$	61.4

 

12

Table of Contents

 

The following table represents the balance of intangible assets as of March 31, 2013 and June 30, 2012:

 

Intangible Assets

 

		March 31, 2013									June 30, 2012
($ in millions)		Gross Carrying Amount			Accumulated Amortization			Net Carrying Value			Gross Carrying Amount			Accumulated Amortization			Net Carrying Value
Trade names		$	24.0		$	(4.2	)	$	19.8		$	24.0		$	(3.1	)	$	20.9
Customer and distributor relationships		18.9			(6.0		)	12.9			18.9			(4.0		)	14.9
Developed technology		1.5			(1.2		)	0.3			1.5			(0.9		)	0.6
Other		0.5			(0.2		)	0.3			0.5			(0.2		)	0.3
		$	44.9		$	(11.6	)	$	33.3		$	44.9		$	(8.2	)	$	36.7

 

Impairment of Long-Lived Assets

 

Long-lived assets include property, equipment, capitalized curriculum and software developed or obtained for internal use. In accordance with ASC 360, the Company reviews its recorded long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be fully recoverable. If the total of the expected undiscounted future cash flows is less than the carrying amount of the asset, a loss is recognized for the difference between fair value and the carrying value of the asset. There was no impairment charge for the period ended March 31, 2013.

 

Fair Value Measurements

 

ASC 820, Fair Value Measurements, defines fair value as the price that would be received to sell an asset or paid to transfer a liability, in the principal or most advantageous market for the asset or liability, in an orderly transaction between market participants at the measurement date. ASC 820 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.

 

ASC 820 describes three levels of inputs that may be used to measure fair value:

 

Level 1:         Inputs based on quoted market prices for identical assets or liabilities in active markets at the measurement date.

 

Level 2:         Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.

 

Level 3:         Inputs reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. The inputs are unobservable in the market and significant to the instrument’s valuation.

 

The carrying values reflected in the accompanying condensed consolidated balance sheets for cash and cash equivalents, receivables, inventory and debt approximate their fair values.

 

The redeemable noncontrolling interest is a result of the Company’s joint venture with Middlebury College to form Middlebury Interactive Languages. Under the agreement, Middlebury College has an irrevocable election to sell all (but not less than all) of its membership interest to the Company (put right). The fair value of the redeemable noncontrolling interest reflects management’s best estimate of the redemption of the put right.

 

13

Table of Contents

 

The following table summarizes certain information at March 31, 2013 for assets and liabilities measured at fair value on a recurring basis:

 

		Fair Value Measurements Using:
					Quoted Prices
					in Active			Significant
					Markets for			Other			Significant
					Identical			Observable			Unobservable
					Assets			Input			Inputs
Description		Fair Value			(Level 1)			(Level 2)			(Level 3)
		(In thousands)
Redeemable Noncontrolling Interest in Middlebury Joint Venture		$	17,200		$	—		$	—		$	17,200
Investment in Web International Education Group, Ltd		10,000			—			—			10,000
Total		$	27,200		$	—		$	—		$	27,200

 

The following table summarizes certain information at June 30, 2012 for assets and liabilities measured at fair value on a recurring basis:

 

		Fair Value Measurements Using:
					Quoted Prices
					in Active			Significant
					Markets for			Other			Significant
					Identical			Observable			Unobservable
					Assets			Input			Inputs
Description		Fair Value			(Level 1)			(Level 2)			(Level 3)
		(In thousands)
Redeemable Noncontrolling Interest in Middlebury Joint Venture		$	17,200		$	—		$	—		$	17,200
Investment in Web International Education Group, Ltd		10,000			—			—			10,000
Total		$	27,200		$	—		$	—		$	27,200

 

The following table presents activity related to the Company’s fair value measurements categorized as Level 3 of the valuation hierarchy, valued on a recurring basis:

 

		Nine Months Ended March 31, 2013
					Purchases,						Fair Value
		Fair Value			Issuances,			Unrealized			March 31,
Description		June 30, 2012			and Settlements			Gains/(Losses)			2013
		(In thousands)
Redeemable Noncontrolling Interest in Middlebury Joint Venture		$	17,200		$	—		$	—		$	17,200
Investment in Web International Education Group, Ltd		10,000			—			—			10,000
Total		$	27,200		$	—		$	—		$	27,200

 

The fair value of the investment in Web International Education Group Ltd. (“Web”) as of March 31, 2013 was estimated to be $10.0 million. The fair value was measured based on the initial cost of the investment and Web’s operating performance since the initial investment as U.S. GAAP financial statements for Web are not available to more definitively determine fair value; there was no underlying change in its estimated market value. There have been no transfers in or out of Level 3 of the hierarchy for the period presented.

 

14

Table of Contents

 

The fair value of the redeemable noncontrolling interest in the Middlebury Joint Venture was measured in accordance with ASC 480, Distinguishing Liabilities from Equity, and was based upon a valuation from a third-party valuation firm as of June 30, 2012. As of March 31, 2013, the Company performed an internal analysis and determined there was no underlying change in the estimated fair market value. This analysis incorporated a number of assumptions and estimates including the financial results of the joint venture to date.

 

Net Income Per Common Share

 

The Company calculates net income per share in accordance with ASC 260, Earnings Per Share. Under ASC 260, basic net income per common share is calculated by dividing net income by the weighted-average number of common shares outstanding during the reporting period. The weighted average number of shares of common stock outstanding includes vested restricted stock awards. Diluted earnings per share (“EPS”) reflects the potential dilution that could occur assuming conversion or exercise of all dilutive unexercised stock options. The dilutive effect of stock options and restricted stock awards was determined using the treasury stock method. Under the treasury stock method, the proceeds received from the exercise of stock options and restricted stock awards, the amount of compensation cost for future service not yet recognized by the Company and the amount of tax benefits that would be recorded in additional paid-in capital when the stock options become deductible for income tax purposes are all assumed to be used to repurchase shares of the Company’s common stock. Stock options and restricted awards are not included in the computation of diluted EPS when they are antidilutive. Common stock outstanding reflected in the Company’s consolidated balance sheet includes restricted awards outstanding. Securities that may participate in undistributed earnings with common stock are considered participating securities. Since the shares of Series A Special stock participate in all dividends and distributions declared or paid with respect to common stock of the Company (as if a holder of common stock), the shares of Series A Special stock meet the definition of a participating security under ASC 260. All securities that meet the definition of a participating security, regardless of whether the securities are convertible, non-convertible or potential common stock securities, are included in the computation of both basic and diluted EPS (as a reduction of the numerator) using the two-class method. Under the two-class method, all undistributed earnings in a period are to be allocated to common stock and participating securities to the extent that each security may share in earnings as if all of the earnings for the period had been distributed.

 

The following schedule presents the calculation of basic and diluted net income per share:

 

		Three Months Ended March 31,						Nine Months Ended March 31,
		2013			2012			2013			2012
		(In thousands except shares and per share data)
Basic earnings per share computation:
Net income attributable to common stockholders, including Series A stockholders		$	11,975		$	6,977		$	25,842		$	15,743
Amount allocated to participating Series A stockholders		$	(844	)	$	(497	)	$	(1,827	)	$	(1,124	)
Income available to common stockholders — basic		$	11,131		$	6,480		$	24,015		$	14,619
Weighted average common shares — basic		36,283,353			35,876,629			36,142,689			35,753,156
Basic net income per share		$	0.31		$	0.18		$	0.66		$	0.41
Dilutive earnings per share computation:
Net income attributable to common stockholders, including Series A stockholders		$	11,975		$	6,977		$	25,842		$	15,743
Amount allocated to participating Series A stockholders		$	(844	)	$	(497	)	$	(1,827	)	$	(1,124	)
Income available to common stockholders — diluted		$	11,131		$	6,480		$	24,015		$	14,619
Share computation:
Weighted average common shares — basic		36,283,353			35,876,629			36,142,689			35,753,156
Effect of dilutive stock options and restricted stock awards		—			36,947			—			269,867
Weighted average common shares outstanding — diluted		36,283,353			35,913,576			36,142,689			36,023,023
Diluted net income per share		$	0.31		$	0.18		$	0.66		$	0.41

 

15

Table of Contents

 

4.              Income Taxes

 

The provision for income taxes is based on earnings reported in the condensed consolidated financial statements. A deferred income tax asset or liability is determined by applying currently enacted tax laws and rates to the expected reversal of the cumulative temporary differences between the carrying value of assets and liabilities for financial statement and income tax purposes. Deferred income tax expense or benefit is measured by the change in the deferred income tax asset or liability during the period. For the three months ended March 31, 2013 and 2012, the Company’s effective income tax rate was 40.0% and 41.0%, respectively. For the nine months ended March 31, 2013 and 2012, the Company’s effective tax rate was 41.9% and 43.1%, respectively. The effective income tax rate differs from the statutory federal income tax rate of 35% primarily due to state income taxes, the impact of foreign operations, noncontrolling interests, the benefit of research and development credits and certain expenses not deductible for income tax purposes.

 

5.              Long-term Obligations

 

Capital Leases

 

The Company incurs capital lease obligations for student computers under a lease line of credit with PNC Equipment Finance, LLC with annual lease availability limits. The current annual availability of $35 million expires on July 31, 2013. As of March 31, 2013 and June 30, 2012, the aggregate outstanding balance under the lease line of credit, including balances from prior years, was $41.1 million and $31.1 million, respectively, with lease interest rates ranging from 2.62% to 4.96%.  Individual leases under the lease line of credit include 36-month payment terms with a $1 purchase option at the end of each lease term. The Company has pledged the assets financed to secure the outstanding leases. The lease line of credit is subject to cross default compliance provisions in the Company’s line of credit agreement. The Company may extend its lease line of credit for additional periods or consider alternative arrangements for financing student computers.  The net carrying value of leased student computers as of March 31, 2013 and June 30, 2012 was $36.7 million and $31.3 million, respectively.

 

Note Payable

 

The Company has purchased computer software licenses and maintenance services through an unsecured note payable arrangement with a vendor at 2.8% interest rate and a payment term of three years. There are no covenants associated with this note payable arrangement. The balance of the note payable at March 31, 2013 and June 30, 2012 was $0.7 million and $1.9 million, respectively.

 

The following is a summary as of March 31, 2013 of the present value of the net minimum payments due on outstanding capital leases and the note payable under the Company’s commitments:

 

		Capital			Note
March 31,		Leases			Payable			Total
		($ in thousands)
2013		$	21,461		$	753		$	22,214
2014		14,974			—			14,974
2015		5,954			—			5,954
Thereafter		—			—			—
Total minimum payments		42,389			753			43,142
Less amount representing interest (imputed weighted average capital lease interest rate of 3.2%)		(1,317		)	(8		)	(1,325		)
Net minimum payments		41,072			745			41,817
Less current portion		(20,595		)	(745		)	(21,340		)
Present value of minimum payments, less current portion		$	20,477		$	—		$	20,477

 

16

Table of Contents

 

6.              Line of Credit

 

The Company has a $35.0 million unsecured line of credit that expires December 31, 2013 with PNC Bank, N.A., (“PNC”) for general corporate operating purposes.  In December 2012, the Credit Agreement was amended to extend the maturity date until December 2013 and to release liens that had previously secured the facility.  Interest is charged, at our option, either at: (i) the higher of (a) the rate of interest announced by PNC from time to time as its “prime rate”, (b) the federal funds open rate plus 0.5% and (c) the Daily London Interbank Offered Rate (LIBOR) plus 1.0%; or (ii) the applicable London Interbank Offered Rate (LIBOR) divided by a number equal to 1.00 minus the maximum aggregate reserve requirement which is imposed on member banks of the Federal Reserve System against “Eurocurrency liabilities” plus 1.75%. The Credit Agreement includes a $5.0 million letter of credit facility. Issuance of letters of credit reduces the availability of permitted borrowings under the Credit Agreement.

 

The Credit Agreement contains a number of financial and other covenants that, among other things, restrict the Company’s ability to incur additional indebtedness, grant liens or other security interests, make certain investments, become liable for contingent liabilities, make specified restricted payments, including dividends, dispose of assets or stock, including the stock of its subsidiaries, or make capital expenditures above specified limits and engage in other matters customarily restricted in senior credit facilities. The Company must not exceed a maximum debt leverage ratio or fall below a minimum fixed charge coverage ratio. These covenants are subject to certain qualifications and exceptions. As of March 31, 2013, the Company was in compliance with these covenants. As of March 31, 2013, no borrowings were outstanding on the line of credit and approximately $0.3 million was reserved for a letter of credit.

 

7.              Stock Option Plan

 

Stock Options

 

Stock option activity during the nine months ended March 31, 2013 was as follows:

 

							Weighted-
				Weighted-			Average
				Average			Remaining		Aggregate
				Exercise			Contractual		Intrinsic
		Shares		Price			Life (Years)		Value
Outstanding, June 30, 2012		2,949,940		$	20.41		4.21		$	36,916
Granted		725,509		21.20
Exercised		(227,677	)	13.28
Forfeited or canceled		(363,102	)	28.49
Outstanding, March 31, 2013		3,084,670		$	20.17		4.90		$	13,676
Stock options exercisable at March 31, 2013		1,808,831		$	18.56		3.33		$	10,644

 

The aggregate intrinsic value of options exercised during the nine months ended March 31, 2013 was $0.8 million. The weighted-average grant date fair value of options granted was $9.83 during the nine months ended March 31, 2013.

 

As of March 31, 2013, there was $12.0 million of total unrecognized compensation expense related to unvested stock options granted. The cost is expected to be recognized over a weighted average period of 3.2 years. During the three months ended March 31, 2013 and March 31, 2012, the Company recognized $1.1 million and $1.0 million, respectively, of stock-based compensation expense related to stock options. During the nine months ended March 31, 2013 and March 31, 2012, the Company recognized $3.2 million and $3.2 million, respectively, of stock-based compensation expense related to stock options.

 

17